<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
OAK HILL SPORTSWEAR CORPORATION
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
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OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
----------------------
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
----------------------
Dear Shareholder:
The Annual Meeting of Shareholders of Oak Hill Sportswear Corporation will
be held in The Chestnut Room at The Penn Club, 30 West 44th Street, New York,
New York, on Tuesday, June 24, 1997, at 11:15 A.M., to:
(1) elect a Board of five directors; and
(2) act upon such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on May 14, 1997 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting.
Joseph Greenberger,
Secretary
May 19, 1997
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting,
please sign and return the accompanying proxy card.
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
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PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF SHAREHOLDERS
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Introduction
Proxies in the form enclosed are solicited by the management of Oak Hill
Sportswear Corporation (the "Company") for use at the 1997 Annual Meeting (the
"Meeting") of Shareholders scheduled to be held on Tuesday, June 24, 1997. All
properly executed proxies received prior to or at the Meeting will be voted. If
a proxy specifies how it is to be voted, it will be so voted. If no
specification is made, it will be voted FOR the election of management's five
nominees as directors and, if other matters properly come before the Meeting, in
the discretion of either of the persons named in the proxy.
Shares Entitled to Vote
Holders of record of Common Stock at the close of business on May 14, 1997
(the "Record Date") are entitled to notice of and to vote at the meeting. On
that date, there were 2,057,576 shares of Common Stock, $.02 par value,
outstanding, each entitled to one vote. The Notice of Meeting, this Proxy
Statement, the accompanying proxy card and the Annual Report of the Company for
its fiscal year ended December 31, 1996 are being mailed on or about May 19,
1997 to all holders of record of Common Stock on the Record Date.
Proxies and Revocation of Proxies
Execution and delivery of a proxy card will not affect a shareholder's
right to attend the Annual Meeting and vote in person. A shareholder in whose
name shares are registered as of the Record Date and who has given a proxy may
revoke it at any time before it is voted by executing and delivering a written
revocation to the Secretary of the Company, by presentation of a later dated
proxy or by attending the Meeting and voting by ballot (which has the effect of
revoking the prior proxy). Attendance at the Annual Meeting, however, will not
in and of itself revoke a proxy.
A shareholder who is a beneficial owner, but not a registered owner, as of
the Record Date, cannot vote his or her shares except by the shareholder's
broker, bank or nominee in whose name the shares are registered executing and
delivering a proxy on his or her behalf or the shareholder attending the Meeting
with a proxy or other authorization to vote from the registered owner and
voting.
No compensation will be paid by the Company to any person in connection
with the solicitation of proxies. Brokers, banks, and other nominees will be
reimbursed for out-of-pocket and other reasonable clerical expenses incurred in
obtaining instructions from beneficial owners of the Company's stock. In
addition to the solicitation by mail, solicitation of proxies may, in certain
instances, be made personally or by telephone by directors or officers of the
Company. It is expected that the expense of such special solicitation will be
nominal. All expenses incurred in connection with this solicitation will be
borne by the Company.
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PRINCIPAL HOLDERS OF COMMON STOCK
The following are believed by the Company to be the beneficial owners of
more than 5% of the outstanding Common Stock, as of April 21 , 1997:
Number of Percent of
Name and Address Shares Outstanding
- ------------------------- ------------- -------------
Arthur L. Asch ......... 495,951(1) 23.9%
1411 Broadway
New York, New York 10018
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(1) Includes 25,000 shares held by his wife. Mr. Asch has disclaimed a
beneficial ownership of these shares. Includes 20,000 shares underlying
options that may be exercisable within sixty days. Excludes 50,000 shares
underlying options not exercisable within sixty days. Includes 169,000
shares held by Mr. Asch at Schroder Wertheim Investment Services, Inc. which
are the subject of a 13G filing by Schroder Wertheim Investment Services,
Inc.
ITEM 1 -- ELECTION OF DIRECTORS
Certain Information Regarding
Management's Nominees For Directors
Five directors are to be elected at the 1997 Annual Meeting of Shareholders
to hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. All nominees are presently directors of
the Company. The present directors' term of office expires at the conclusion of
the 1997 Annual Meeting of Shareholders. Management has no reason to believe
that any nominee will be unable to serve. If any should not be available, either
person named in the proxy may vote for a substitute nominee designated by the
Nominating Committee of the Board of Directors. Nominees receiving a plurality
of the votes cast at the Meeting will be elected.
The following table gives certain information as of April 21, 1997
concerning (i) the present directors and nominees for election as directors and
(ii) the ownership of the Company's common stock by all executive officers,
directors and nominees.
<TABLE>
<CAPTION>
Director Number Percent of
Name Age Biographical Information Since of Shares Outstanding
- ------------------------ ------ ----------------------------------------------- ----------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Arthur L. Asch ...... 55 Chairman of the Board of Directors and 1979 495,951(1) 23.9%
Chief Executive Officer of the Company,
and member of the Executive and Nominat-
ing Committees. Chairman of the Oak Hill
Sportswear Division of Donnkenny Apparel,
Inc. since July 1995.
Michael A. Asch ...... 30 President and Chief Operating Officer and April 53,000(2) 2.6%
Treasurer of the Company since January 1996
1997 and Chief Financial Officer since
March 1994. From March 1994 to Decem-
ber 1996, Vice President of the Company.
Vice President - Operations of the Compa-
ny's Domestic Division from January 1993
to March 1994. Member of the Executive
and Nominating Committees. From July
1995 to December 1996, Vice President and
Chief Financial Officer of the Oak Hill
Sportswear Division of Donnkenny Apparel,
Inc. Since February 1992, President and
principal of Anniston Capital, Inc. (invest-
ment banking). Michael A. Asch is the son
of Arthur L. Asch.
</TABLE>
2
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<TABLE>
<CAPTION>
Director Number Percent of
Name Age Biographical Information Since of Shares Outstanding
- ------------------------ ------ ----------------------------------------------- ----------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Joseph Greenberger ..... 61 Secretary of the Company and member of 1979 -- --
the Executive, Nominating, Audit, and
Stock Option Committees. Partner of Green-
berger & Forman, a New York law firm.(3)
Kenneth S. Roth ........ 54 President of Rothwood Real Estate Services, April 5,000(4) *
Inc. (commercial real estate broker) since 1996
March, 1992. Member of the Audit and
Stock Option Committees.
Aaron W. Weingarten .... 63 Chairman of the Board of Yavapai Hills, April 5,000(4) *
Inc. (real estate developer) since 1980.(5) 1996
Member of the Audit and Stock Option
Committees.
All directors and executive officers
as a group (5 persons) ............ 558,951 26.6%
</TABLE>
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* Less than 1%.
(1) See Note 1 to "Principal Holders of Common Stock."
(2) Includes 6,000 shares held as custodian for minor children. Mr. Asch
disclaims beneficial ownership of these shares. Includes 17,000 shares
underlying stock options exercisable within sixty days, and excludes 67,000
shares underlying options not exercisable within sixty days.
(3) Mr. Greenberger's law firm earned approximately $45,000 in fees from the
Company for services rendered in 1996.
(4) Includes 5,000 shares underlying stock option exercisable within sixty days
and excludes 10,000 shares underlying stock options not exercisable within
sixty days.
(5) Mr. Weingarten was an officer of three corporations which served as the
general partner of three limited partnerships which owned real estate for
which a receiver was appointed during the past two years.
Meetings of Board and Committees
The Board of Directors had seven formal meetings during 1996. All directors
who are nominees attended all of the Board of Directors meetings during the time
that they were Directors in 1996. The Board has an Executive Committee, an Audit
Committee, a Nominating Committee and a Stock Option Committee. The Executive
Committee has all the authority which, under the New York Business Corporation
Law, may be delegated to such a Committee; until April 22, 1996 it had been
specifically delegated the functions of a compensation committee. The Executive
Committee had several informal meetings during 1996. The Audit Committee
recommends the firm of independent public accountants to be engaged as the
Company's auditors and participates in such accounting reviews as it deems
appropriate. It had one meeting during 1996. The Nominating Committee recommends
to the Board the slate of management nominees for election as directors and also
recommends officers and other Company officials; it will consider nominations by
shareholders made in writing to the Chairman of the Board. The Nominating
Committee had one meeting during 1996. The Stock Option Committee is authorized
to award options under the Company's stock option plans. It had one meeting
during 1996.
Upon joining the Board Messrs. Roth and Weingarten were each granted
options to purchase up to 15,000 shares of the Company's common stock pursuant
to the NQO Plan, as amended. In addition, directors who are not also officers or
employees of the Company are paid at the rate of $10,000 per annum. During 1996,
Messrs. Roth and Weingarten were paid $7,500 each for the portion of the year
that they were directors. The Company has no other compensation arrangement with
its directors who are not also employees.
The Company maintains directors' and officers' liability insurance. For
1997, the aggregate premiums for such insurance is approximately $77,800.
3
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Executive Compensation
The following table summarizes all compensation paid by the Company during
its fiscal year ended December 31, 1996, and for the two prior fiscal years, to
its Chief Executive Officer as of December 31, 1996.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------------- -------------------------------
Number
Name and of
Principal Salary Other Annual (1) Options All Other
Position Year ($) Compensation Granted Compensation (2)
- -------------------------- ------- ----------------- ------------------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Arthur L. Asch ......... 1996 $ 50,000 50,000 $ 2,400
Chairman of the Board 1995 $ 302,404(3) -- $ 8,400
(Chief Executive Officer) 1994 $ 500,000 40,000 $ 8,400
</TABLE>
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(1) The named executive officer's perquisites did not equal or exceed the lesser
of $50,000 or 10% of his cash compensation.
(2) Represents amounts paid under the Company's defined contribution pension and
profit sharing plans.
(3) Through July 24, 1995, Mr. Asch was compensated at the rate of $500,000 per
year.
Deferred Compensation Plans
The Company has non-contributory defined contribution pension and profit
sharing plans covering certain employees (including executive officers) of the
Company. The Company has no defined benefit plans.
Stock Options
The Company has a Non-Qualified Stock Option Plan ("NQO Plan"), which
terminates on October 11, 2004. During 1996, 110,000 options were granted under
the NQO Plan, 50,000 to Michael A. Asch, 30,000 to Arthur L. Asch and 15,000 to
each of Kenneth S. Roth and Aaron W. Weingarten. All of such options have an
exercise price of $2.00 per share. During 1996, no executive officer of the
Company exercised any options and no options previously granted to any executive
officer were repriced. The Company has no stock appreciation rights ("SAR") plan
and has issued no SARs.
Compensation Committee Interlocks and Insider Participation
The Board has no separate Compensation Committee. The Executive Committee,
which until April 22, 1996, consisted of Steven Kotler (Chairman), Wilmer J.
Thomas, Jr., and Arthur L. Asch (the Company's Chief Executive Officer),
performed the role of a Compensation Committee. The Board now performs the
function of the Compensation Committee.
Compensation Committee Report
Until July 24, 1995, when the sale of the Company's Sportswear Division was
consummated, Arthur L. Asch was compensated at the rate of $500,000 per year,
the annual base salary under his employment agreement which had expired December
31, 1994. Until July 24, 1995, Michael A. Asch was compensated at the rate of
$215,000 per year, the annual base salary under his employment agreement with
the Company. As negotiated in connection with the sale of the Sportswear
Division, from July 25, 1995 through December 31, 1995 Arthur L. Asch was
compensated by the Company at the rate of $50,000 per year, and Michael A. Asch
was compensated by the Company at the rate of $25,000 per year. Such
compensation was continued during 1996.
Arthur L. Asch
Michael A. Asch
Joseph Greenberger
Kenneth S. Roth
Aaron W. Weingarten
4
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Performance Graph
The following graph compares the cumulative return on $100 invested at the
close of trading on the last trading day of 1991 (assuming the reinvestment of
dividends) of Oak Hill Sportswear Corporation, the S&P 500 Index and a peer
group of companies. The peer group represents the Value Line Apparel Index,
excluding those companies with market capitalizations over $500 million, as of
December 31, 1996, and is comprised of: Farah Inc., Hartmarx Corp., Kellwood
Co., Oshkosh B'Gosh, Inc. Class A Shares, Oxford Industries, Inc., Phillips-Van
Heusen and Tultex Corp. Those companies excluded as a result of the market
capitalization criteria were Fruit of the Loom, Liz Claiborne, Russell Corp. and
V. F. Corp. The peer group is weighted by market values of the companies in the
group at the beginning of each measurement period.
(Performance Results Through 12/31/96)
$250.00|------------------------------------------------------------------|
| |
| |
$200.00|--------------------------------------------------------------&---|
| |
| & |
$150.00|------------------------------------------------------------------|
| # |
| #& & &* |
$100.00|---&---------------------------------------------------------#----|
| * # # |
| * * |
$50.00|------------------------------------------------------------------|
| * |
| |
$0.00|----|----------|---------|-----------|-----------|-----------|----|
1991 1992 1993 1994 1995 1996
Source: Value Line, Inc.
*=Oak Hill Sportswear Corporation &=Standard & Poors 500
#= Peer Group
5
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SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders may present proposals for inclusion in the 1998 Proxy
Statement provided they are received by the Company at its principal executive
offices no later than January 19, 1998 and are in compliance with applicable
regulation of the Securities and Exchange Commission.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership of such securities with the Securities and Exchange Commission.
Officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file. Other than Mr. A. Asch, the Company is not aware of any
beneficial owner of more than ten percent of its Common Stock.
Based on a review of the copies of the Forms furnished to the Company, the
Company believes that all filing requirements applicable to its officers and
directors were complied with in a timely manner during 1996.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse LLP has been appointed the Company's independent public
accountants for 1997. A representative of Price Waterhouse LLP is expected to be
present at the 1997 Annual Meeting of Shareholders and will be available to
answer appropriate questions.
A SHAREHOLDER MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996, BY WRITING TO: OAK
HILL SPORTSWEAR CORPORATION, 1411 BROADWAY, NEW YORK, NY 10018: ATTN: PRESIDENT.
Dated: May 19, 1997
6
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arthur L. Asch and Joseph Greenberger as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of Oak Hill Sportswear Corporation held of record by the undersigned on
May 14, 1997 at the Annual Meeting of Shareholders to be held on June 24, 1997
and any adjournment thereof.
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed
below) below
Arthur L. Asch, Michael A. Asch, Joseph Greenberger,
Kenneth S. Roth and Aaron W. Weingarten
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please date and sign on reverse side)
- -------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, the proxy will
be voted FOR the election of management's nominees for directors.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please sign exactly as name appears herein.
---------------------------------
(Signature)
---------------------------------
(Signature, if held jointly)
Dated:_____________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
