<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
x Preliminary Proxy Statement __ Confidential, For Use of the
--- Commission Only (as permitted
by Rule 14a-6(e)(2))
__ Definitive Proxy Statement
__ Definitive Additional Materials
__ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Oak Hill Sportswear Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
________________________________________________________________________________
(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)(l) and
0-11.
(1) Title of each class of securities to which transaction
applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
__ 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:
- --------------------------------------------------------------------------------
<PAGE>
Preliminary Proxy Material -
For Use of Securities and Exchange Commission Only
OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
--------------------------
Dear Shareholder:
A Special Meeting of Shareholders of Oak Hill Sportswear Corporation
will be held at the offices of Joseph Greenberger, Esq., 1370 Avenue of the
Americas, 27th floor, New York, New York 10019 on Thursday, February 12, 1998,
at 12:30 p.m., to consider proposals to:
(1) change the Company's corporate name to REXX
Environmental Corporation, and
(2) amend the Company's Non-Qualified Stock Option Plan,
and to
(3) act upon such other matters as may properly come before
the meeting.
The Board of Directors has fixed the close of business on January 6,
1998 as the record date for determining shareholders entitled to notice of and
to vote at the meeting.
Joseph Greenberger
Secretary
January 9, 1998
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting,
please sign and return the accompanying proxy card.
<PAGE>
Preliminary Proxy Material -
For Use of Securities and Exchange Commission Only
OAK HILL SPORTSWEAR CORPORATION
1411 Broadway
New York, New York 10018
--------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
February 12, 1998
Introduction
Proxies in the form enclosed are solicited by the management
of Oak Hill Sportswear Corporation (the "Company") for use at the Special
Meeting of Shareholders (the "Special Meeting") scheduled to be held on February
12, 1998. 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 change of the Company's
corporate name to REXX Environmental Corporation (see, "Approval of Name
Change," Item 1, below), FOR approval of amendments to the Company's
Non-Qualified Stock Option Plan (see, "Approval of Amendments to the Company's
Non-Qualified Stock Option Plan,"Item 2, below) 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
January 6, 1997 (the "Record Date") are entitled to notice of and to vote at the
Special Meeting. On that date, there were 2,467,576 shares of Common Stock, $.02
par value, outstanding, each entitled to one vote. The Notice of Special
Meeting, this Proxy Statement and the accompanying proxy card are being mailed
on or about January 9,1998, to all holders of record of Common Stock on the
Record Date.
<PAGE>
Proxies and Revocation of Proxies
Execution and delivery of a proxy card will not affect a
shareholder's right to attend the Special 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 Special Meeting and voting by ballot
(which has the effect of revoking the prior proxy). Attendance at the Special
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, officers and
a few regular employees 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.
PRINCIPAL HOLDERS OF COMMON STOCK
The following are believed by the Company to be the beneficial
owners of more than 5% of its outstanding Common Stock, as of December 22, 1997:
2
<PAGE>
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares Outstanding
---------------- ------ -----------
<S> <C> <C>
Arthur L. Asch 515,951(1) 20.58%(1)
1411 Broadway
New York, New York 10018
Daren J. Barone 200,000 8.11%
c/o Watkins Contracting, Inc.
8690 Aero Drive, Suite M327
San Diego, CA 92123
Greg S. Watkins 200,000 8.11%
c/o Watkins Contracting, Inc.
8690 Aero Drive, Suite M327
San Diego, CA 92123
Directors and executive officers 599,118(1)(2) 23.54%(1)(2)
as a group (5 persons)
</TABLE>
- -------------------
(1) Includes 25,000 shares held by Mr. Asch's wife in which he disclaims
beneficial ownership. Also includes 40,000 shares underlying options
which become exercisable within sixty days, and excludes 30,000
additional shares underlying options not exercisable within sixty
days.
(2) Includes 42,167 shares underlying options which become exercisable
within sixty days held by an executive officer other than Arthur L.
Asch.
ITEM 1 -- APPROVAL OF NAME CHANGE
Effective June 30, 1995, the Company sold its Sportswear Division.
On October 21, 1997, it acquired all the outstanding shares of Watkins
Contracting Inc. ("WCI"), an environmental remediation contractor. WCI
provides asbestos abatement, hazardous materials and soil remediation and
demolition services, primarily in California, to commercial and governmental
clients. Since the Company's present corporate name is no longer reflective
of its current business operations, the Board, subject to shareholder
approval at the Special Meeting, decided on December 3, 1997 to amend its
certificate of incorporation to effect a change of its
3
<PAGE>
corporate name to REXX Environmental Corporation (the "Name Change Amendment").
Management anticipates that, if the shareholders approve the Name Change
Amendment, the Company's Nasdaq trading symbol will be "REXX." The Board
recommends that the shareholders vote in favor of the Name Change Amendment. The
affirmative vote of a majority of the outstanding shares entitled to vote at the
Special Meeting is necessary to approve such Amendment.
ITEM 2 -- APPROVAL OF AMENDMENTS TO THE COMPANY'S NON-QUALIFIED
STOCK OPTION PLAN
Proposal to Amend the NQO Plan
The Company has a Non-Qualified Stock Option Plan ("NQO Plan")
which terminates on October 11, 2004. There are no shares presently available
for the grant of options under the NQO Plan. At the Special Meeting,
shareholders will be asked to approve amendments (the "NQO Plan Amendments") to
the NQO Plan (1) reserving from the Company's authorized but unissued shares of
Common Stock 250,000 shares for issuance on exercise of options which may be
granted under the Plan, (2) increasing the maximum number of shares for which a
person may receive options under the Plan from 100,000 shares to 150,000 shares,
and (3) adding the incentive to key employees of any business which the Company
acquires or in which it acquires an interest to continue in its employ, by the
grants of options under the Plan to such employees, as a purpose of the Plan.
The Amendments were approved by the Board of Directors, subject to shareholder
approval, on December 3, 1997. The affirmative vote of a majority of the shares
entitled to vote at the Special Meeting is necessary to approve the NQO Plan
Amendments.
Arthur L. Asch and Michael A. Asch, who are directors and
executive officers of the Company, hold options for 70,000 shares and 84,000
shares, respectively, and the NQO Plan Amendments, if approved by the
shareholders, will increase the maximum number of additional shares for which
they potentially may be granted options under the Plan from 30,000 shares and
16,000 shares, respectively, to 80,000 shares and 66,000 shares, respectively.
See, "Maximum Option Grants," below. An option for 15,000 shares which was
automatically granted to Brian A. Wasserman when he was elected a director by
the Board on December 3, 1997 is, to the extent of 750 shares, subject to the
shareholders' approval of the NQO Plan
4
<PAGE>
Amendments, and an option for 15,000 shares granted to James L. Hochfelder when
he was elected a director by the Board on December 19, 1997 is, to the extent of
5,000 shares, subject to such approval. See "Certain Automatic Grants," below.
Summary of the NQO Plan
The following summarizes the material features of the NQO
Plan.
Purposes. The purpose of the NQO Plan is to provide a
continuing, long-term incentive to officers, directors and selected employees of
the Company and any subsidiary of the Company so that it may be able to continue
to hire and retain qualified personnel. If the NQO Plan Amendments are approved
by the shareholders, the incentive to key employees of any business which the
Company acquires or in which it acquires an interest to continue in its employ,
by the grants of options to such employees under the Plan, will be an additional
purpose of the Plan.
Number of Shares Covered by the NQO Plan. Although 199,250
shares of Common Stock were made available for issuance on the exercise of
options available for grants under the NQO Plan when the shareholders approved
the Plan, there are presently no shares available for the grant of new options
under the Plan. Giving effect to the proposed NQO Plan Amendments and the
options granted to Mr. Wasserman and Mr. Hochfelder thereunder (see, "Proposal
to Amend the NQO Plan," above), there will be 244,250 shares available for the
issuance of options under the NQO Plan. However, the shares subject to any
outstanding options that terminate without exercise will, in addition, be
available for future grants.
Maximum Option Grants. Without giving effect to the NQO Plan
Amendments, no one person may receive options to purchase in excess of 100,000
shares under the Plan; giving effect to such Amendments, no person may receive
options to purchase in excess of 150,000 shares under the Plan.
Administration. The NQO Plan is administered by the Company's
Stock Option Committee (the "Committee"), which consists of not less than three
members of the Board, and is to consist of not less than the minimum number of
persons from time to time required by Rule 16b-3 promulgated by the Securities
and Exchange Commission
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<PAGE>
under the Securities Exchange Act of 1934, or any successor rule or regulation
thereto as in effect from time to time ("Rule 16b-3") and Section 162(m) of the
Internal Revenue Code of 1996, as amended (the "Code"), each of whom, to the
extent necessary to comply with Rule 16b-3 and Section 162(m) of the Code only,
is intended to be a "disinterested person" within the meaning of rule 16b-3 and
an "outside director" within the meaning of Section 162(m) of the Code; provided
that, the mere fact that a Committee member shall fail to qualify under either
of these requirements shall not invalidate any award made by the Committee which
award is otherwise validly made under this Plan. The interpretations and
constructions by the Committee of any provisions of the Plan and of options
granted thereunder, and such determinations of the Committee as it deems
appropriate for the administration of the Plan and of options granted
thereunder, are final and conclusive on all persons having any interest
thereunder. The present members of the Committee are Joseph Greenberger, James
L. Hochfelder and Brian A. Wasserman.
The Committee has the authority, in its discretion and subject
to the express provisions of the Plan, to determine the individuals to receive
options, the time when they will receive such options, the purchase price and
the number of shares which will be subject to each option, and the other terms
and provisions of the respective options (which need not be identical).
Eligibility and Extent of Participation. Options may be
granted to directors and selected key employees of the Company and its
subsidiaries. As of December 22, 1997, approximately 20 individuals were
eligible to receive options, and options were held by eight individuals. Subject
to the terms of the NQO Plan, the Committee has full and final authority to
determine the persons who are to be granted options under the Plan and the
number of shares subject to each option.
Certain Automatic Grants. Under the Company's NQO Plan, a
director receives an automatic grant of an option, on his first election as a
director, to purchase 15,000 shares at a price equal to the market value of the
shares at the date of grant in three cumulative annual installments commencing
one year after the date of grant.
6
<PAGE>
Purchase Price, Period and Exercise of Options. The purchase
price for each share issuable upon exercise of an option is to be determined by
the Committee, but may not be less than 50% of the fair market value of such
shares on the date the option is granted. The purchase price for the shares
issued upon exercise of options may be paid in cash, the Company's common stock
or a combination thereof.
An option may be exercisable in such amounts and at such times
as may be determined by the Committee at the time of grant of such option.
Options may be exercisable immediately, but shall not be exercisable more than
five years from the date of grant of such options. To the extent that an option
is not exercised within the period of exercisability fixed by the Committee, it
will expire as to the then unexercised part.
Transfer of Options; Early Expiration. Options are
non-transferable, except by will or by the laws of descent and distribution. To
the extent that options remain exercisable at the time any optionee's employment
with, or term as a director of, the Company or its subsidiary terminates, such
options expire ninety days after death or termination because of disability and
ten days after termination for any other cause.
Adjustment of Shares. If any change is made in the shares
subject to the NQO Plan, or subject to any option granted under the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination of shares, rights offerings, change in the corporate
structure of the Company, or otherwise, such adjustment shall be made as to the
maximum number of shares subject to the Plan, and the number of shares and
prices per share of stock subject to outstanding options as the Committee may
deem appropriate.
Amendments to, and Termination of, the NQO Plan. The Company's
Board of Directors may from time to time make such amendments to the NQO Plan as
it may deem proper and in the best interests of the Company, provided that no
amendment shall be made which would impair, without the consent of the
applicable option holders, any option theretofore granted under the Plan or
deprive any option holder of any shares which he may have acquired through or as
a result of the Plan or without shareholder approval to increase the number of
shares subject to options under the Plan.
7
<PAGE>
The Plan may be terminated at any time by the Company's Board of Directors
except with respect to options then outstanding under the Plan. Otherwise, it
shall terminate on October 11, 2004, except with respect to options then
outstanding.
Federal Income Tax Consequences. The following summary of the
Federal income tax consequences of the grant and exercise of options, and the
disposition of shares purchased pursuant to the exercise of options, is intended
to reflect the current provisions of the Code and the regulations thereunder.
This summary is not intended to be a complete statement of applicable law, nor
does it deal with state and local tax considerations.
No tax obligation will arise for the optionee or the Company
upon the granting of options under the NQO Plan. Upon exercise of an option, an
optionee will recognize ordinary income in an amount equal to the excess, if
any, of the fair market value, on the date of exercise, of the stock acquired
over the exercise price of the option. Thereupon, the Company will be entitled
to a tax deduction in an amount equal to the ordinary income recognized by the
optionee (i) provided that applicable federal income tax withholding
requirements are satisfied and (ii) subject to the possible limitations on
deductibility under Section 162(m) of the Internal Revenue Code of 1986, as
amended, of compensation paid to executives designated by that section. The
optionee's tax basis in the underlying shares of Common Stock acquired by
exercise of the option will equal the exercise price plus the amount taxable as
compensation to the optionee. Any additional gain or loss realized by an
optionee on disposition of the shares generally will be capital gain or loss to
the optionee and will not result in any additional tax deduction to the Company.
The payment by an optionee of the exercise price, in full or
in part, with previously acquired shares of common stock will not affect the tax
treatment of the exercise described above. No gain or loss generally will be
recognized by the optionee upon the surrender of the previously acquired shares
of common stock to the Company, and shares received by the optionee, equal in
number to the previously surrendered shares, will have the same tax basis as the
shares surrendered to the Company and will have a holding period that includes
the holding period of the shares surrendered. The value of shares received by
the optionee in excess of the number of shares surrendered to the Company will
be taxable to the
8
<PAGE>
optionee. Such additional shares will have a tax basis equal to the fair market
value of such additional shares as of the date ordinary income is recognized,
and will have a holding period that begins on the date ordinary income is
recognized.
Options Granted and Exercised Under the NQO Plan
No option was granted to or exercised under the NQO Plan by
any executive officer of the Company during its fiscal year ended December 31,
1997. Aaron W. Weingarten, a director until his resignation on December 3, 1997,
exercised an option for 5,000 shares on December 11, 1997, and the balance of
his option for 10,000 shares expired. Kenneth S. Roth, a director until his
resignation on December 19, 1997, exercised an option for 5,000 shares on
December 22, 1997, and the balance of his option for 10,000 shares expired. Two
directors elected in 1997 received automatic option grants on their election.
See, "Proposal to Amend the NQO Plan," above. All current executive officers as
a group hold options for 154,000 shares under the NQO Plan, and all current
directors who are not executive officers hold options for 30,000 shares under
the Plan.
Change-in-Control Arrangements
Options granted in 1995 under the NQO Plan to Arthur L. Asch
for 40,000 shares and to Michael A. Asch for 34,000 shares provide that if,
during the period of their employment with the Company, there should be a change
in control (as defined in the grant) of the Company, vesting is accelerated and
therefore the full balance of the options (to the extent not previously
exercised) may be exercised by the holder until the earlier to occur of October
11, 1999 and fifteen days following the change of control.
Executive Compensation
The following table summarizes for the Company's fiscal year
ended December 31, 1997 and for the two prior fiscal years, compensation earned
by the Chief Executive Officer and each executive officer of the Company who
served in such capacity in its fiscal year ended December 31, 1997 and whose
total annual compensation exceeded $100,000 in the fiscal year.
9
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
-------------------------------------------------------------- ------------------------------------------------
Other Annual Securities All Other
Name and Year Salary Bonus Compensation (1) Underlying Compensation(2)
- -------- ---- ------ ----- ---------------- Options ------------
Position ($) ($) ($) -------
- -------- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
(#)
Arthur L. 1997 $ 50,000(3) $120,000 $ --- --- $1,820
Asch 1996 $ 50,000(3) $ --- $ --- 30,000 $2,400
(Chief 1995 $300,404(3) $ --- $ --- --- $8,400
Executive
Officer)
Michael 1997 $215,000(4) $ --- $ --- --- $8,400
A. Asch 1996 $ 25,000(4) $ --- $ --- 50,000 $ 900
(Chief 1995 $129,846(4) $ --- $ --- --- $7,191
Operating
and Chief
Financial
Officer)
</TABLE>
___________________________
(1) No executive officer's perquisites equaled or
exceeded 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) Until July 24, 1995, when the sale of the Company's
Sportswear Division was consummated, Arthur L. Asch was
compensated by the Company at the rate of $500,000 per
year, and he was compensated by the new owner of the
Sportswear Division from July 25, 1995 through December
31, 1997 at the rate of $450,000 per year. As negotiated
in connection with the sale of the Sportswear Division,
from July 25, 1995 through December 31, 1997 he was
compensated by the Company at the rate of $50,000 per
year.
(4) Until July 24, 1995, the Company compensated Michael A. Asch
at the rate of $215,000 per year, and he was
10
<PAGE>
compensated by the new owner of the Sportswear Division from
July 25, 1995 through December 31, 1996 at the rate of
$165,000 per year. As negotiated in connection with the sale
of the Sportswear Division, from July 25, 1995 through
December 31, 1996 he was compensated by the Company at the
rate of $25,000 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, and WCI has a matching contribution 401(k) retirement
plan covering certain employees (including its executive officers) of WCI.
Neither the Company nor WCI has a defined benefit or actuarial plan.
Compensation of Directors
A non-employee director receives an option for 15,000 shares
on his first election as a director. See, "Proposal to Amend the NQO Plan" and
"Summary of the NQO Plan - Certain Automatic Grants," above. In addition, James
L. Hochfelder and Brian A. Wasserman, as non-officer directors, receive a
director's fee of $10,000 a year.
Compensation Interlocks and Insider Participation
Until December 19, 1997, the Board had no separate
Compensation Committee, and the Board performed the function of a Compensation
Committee. On December 19, 1997, the Board established a Compensation Committee,
and elected Michael A. Asch, James L. Hochfelder and Brian A. Wasserman as
members of the Committee. Two directors, Arthur L. Asch and Michael A. Asch, are
compensated executive officers and employees of the Company. All directors
participated in the deliberations of the Board with respect to its compensation
actions in 1997, except that neither Arthur L. Asch nor Michael A. Asch voted
with respect to the Board's action on his own compensation or bonus. Arthur L.
Asch is the father of Michael A. Asch. Messrs. Asch, as members of the Board's
Nominating Committee, recommend all nominees for election or re-election as
directors. Joseph Greenberger, a director, serves as corporate counsel to the
Company, and for the services of his law firm, Greenberger & Forman, in 1997 it
earned approximately $_________ for regular legal services to the Company and
for legal services in connection with its acquisition of WCI. The Company
11
<PAGE>
expects to incur fees of $________ to Mr. Greenberger for his
regular legal services to the Company during 1998.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders may present proposals for inclusion in the
Company's Proxy Statement for its 1998 Annual Meeting of Shareholders provided
they are received by the Company at its principal executive offices no later
than January 19, 1998 and are in compliance with applicable regulations of the
Securities and Exchange Commission.
Dated: January 6, 1998
<PAGE>
Preliminary Proxy Material -
For Use of Securities and Exchange Commission Only
OAK HILL SPORTSWEAR CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arthur L. Asch and Michael A.
Asch 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 January 6, 1998 at the Special Meeting of Shareholders to be held
on February 12, 1998 and any adjournment thereof.
1. Change of corporate name to REXX Environmental Corporation
[_] FOR [_] AGAINST [_] ABSTAIN
2. Approve amendments to the Company's Non-Qualified Stock Option
Plan
[_] FOR [_] AGAINST [_] ABSTAIN
3. 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)
<PAGE>
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 proposal to change the Company's corporate name, and
FOR the proposal to amend the Company's Non-Qualified Stock Option Plan.
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:______________________, 1998
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
