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:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MUNSINGWEAR INC
ROGER W. MEYER
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
MUNSINGWEAR, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 1995
To All Holders of Common Stock:
The Annual Meeting of Stockholders of Munsingwear, Inc. will be held at the
Radisson Hotel South, 7800 Normandale Boulevard, Bloomington, Minnesota 55439,
on Wednesday, May 24, 1995 at 3:30 p.m., Central Daylight Time, for the
following purposes:
1. To elect two directors to serve a three-year term each.
2. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on April 10, 1995 are
entitled to notice of and to vote at the Annual Meeting.
Since it is important that your shares be represented at the meeting,
whether or not you personally plan to attend, you are requested to sign, date
and return your proxy card promptly in the enclosed envelope. Returning your
signed proxy will not prevent you from voting in person at the meeting, should
you desire to do so.
By Order of the Board of Directors
/s/ Roger W. Meyer
Roger W. Meyer, Secretary
Minneapolis, Minnesota
April 17, 1995
YOUR PROXY IS IMPORTANT; PLEASE SIGN, DATE AND MAIL IT TODAY.
MUNSINGWEAR, INC.
8000 WEST 78TH STREET
SUITE 400
MINNEAPOLIS, MINNESOTA 55439
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 1995
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Munsingwear, Inc. (the "Company") of proxies
for the Annual Meeting of Stockholders of the Company to be held at the Radisson
Hotel South, 7800 Normandale Boulevard, Bloomington, Minnesota 55439, on
Wednesday, May 24, 1995 at 3:30 p.m. Central Daylight Time, or any adjournment
or adjournments thereof. This Proxy Statement and the enclosed proxy card are
being mailed to stockholders on or about April 17, 1995. The Company's Annual
Report for the fiscal year ended January 7, 1995, including audited financial
statements, is being mailed to stockholders concurrently with the Proxy
Statement.
Proxies may be revoked at any time before they are exercised by the
execution and delivery of a later proxy, and stockholders present at the meeting
may withdraw their proxies and vote in person. Unless revoked, proxies will be
voted and, where a choice is specified with respect to any matter to be voted
upon, the proxies will be voted as specified.
There were outstanding at the close of business on April 10, 1995, the
record date for stockholders entitled to notice of and to vote at the meeting,
2,026,768 shares of Common Stock, and each of such shares is entitled to one
vote at the meeting. Only stockholders of record at the close of business on
April 10, 1995 will be entitled to vote at the meeting. The presence, in person
or by proxy, of the holders of a majority of the shares of Common Stock entitled
to vote at the Annual Meeting of Stockholders constitutes a quorum for the
transaction of business.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
the matter submitted to the stockholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the Company's Restated Certificate of Incorporation, as amended
in connection with the Reorganization described below in "Reorganization," the
Board of Directors is divided into three classes of directors, each director
serving a three-year term. Each year only one class of directors is subject to
stockholder vote, and one-third of the directors belong to each class. Two
directors have been nominated for election to a three-year term at the 1995
Annual Meeting. Both are currently directors of the Company, Mr. Fisher having
served since 1990 and Mr. Magnuson having served since 1982.
The Board of Directors has nominated for election the persons named below.
It is intended that proxies will be voted for the nominees. The Company believes
that the nominees will be able to serve; but should either of the nominees be
unable to serve as a director, the persons named in the proxies have advised
that they will vote for the election of such substitute nominee as the Board may
propose.
The names and ages of the nominees and other directors and their principal
occupations are set forth below, based upon information furnished to the Company
by such persons. Unless otherwise indicated, each of the directors has held
their respective identified positions for more than the past five years.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
<S> <C> <C>
NOMINATED FOR A TERM ENDING IN 1998
Lowell M. Fisher, Jr. President and Chief Executive Officer of the Company, 1990
(62) October, 1993 to present; President of Chairman and CEO,
Inc.(management consulting firm), April 1990 to October
1993; Chairman and Chief Executive Officer of 10,000
Holdings, Inc. (retail auto parts stores which
filed under the Federal bankruptcy laws in 1989;
substantially all assets were sold in April 1990),
January 1989 to April 1990; Senior Vice President
of the Company, October 1987 to January 1989.
Gerald E. Magnuson (64) Of Counsel to Lindquist & Vennum PLLP (law firm); Partner 1982
of Lindquist & Vennum PLLP to December 1994; Director of
Research, Incorporated, Sheldahl, Inc. and Washington
Scientific Industries, Inc.
OTHER DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING AND WHOSE TERMS
EXPIRE IN 1996:
Michael A. Raskin (70) Private Investor; Chairman of ACA Joe International 1991
(apparel manufacturer), 1983 to 1986; Chairman of
Inmar Corporation (marketing and distribution company),
1981 to 1983; President of Joseph Magnin (apparel
retailer), 1978 to 1980; Director of various
private companies.
Keith A. Benson (51) President of Music Stores Division of Musicland Stores 1993
Corporation (retail stores); Director of Musicland Stores
Corporation.
OTHER DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING AND WHOSE TERMS
EXPIRE IN 1997:
C.D. Anderson (53) Chairman of Anderson Capital Management, Inc. (investment 1991
management firm); Director/Trustee of G.T. Global Mutual
Funds (international mutual fund group); Chairman and
CEO, Plantagenet Holdings, Ltd. (general partner of
several investment limited partnerships); Director of
various private companies.
Mark B. Vittert (47) Private Investor; Director of Lee Enterprises, Inc. 1994
</TABLE>
During the last fiscal year the Board of Directors met thirteen times. Each
director attended more than 75% of the meetings of the Board of Directors and
any committee on which he served.
The Board of Directors has established three standing committees, the Audit
Committee, the Compensation Committee and the Planning Committee. The Audit
Committee, which met three times during the last fiscal year, is currently
comprised of Messrs. Anderson, Benson and Magnuson. Among other duties, the
Audit Committee reviews the internal and external financial reporting of the
Company, reviews the scope of the independent audit and considers comments by
the auditors regarding internal controls and accounting procedures and
management's response to those comments. The Compensation Committee, which met
two times during the last fiscal year, is currently comprised of Messrs.
Magnuson, Raskin and Vittert. The Compensation Committee approves the
compensation arrangements for senior management. The Planning Committee is
currently comprised of Messrs. Fisher, Anderson and Raskin. Among other duties,
the Planning Committee reviews and recommends general corporate policy and
assists management in establishment of strategic direction for the Company. Due
to the frequency of Board meetings during the last fiscal year, the Planning
Committee did not hold any separate meetings. The Company does not have a
nominating committee.
Non-employee members of the Board of Directors are paid an annual fee of
$12,000 plus $750 for each meeting of the Board and $500 for each committee
meeting attended. Under the 1991 Stock Plan, which was merged with the 1992
Director Stock Option Plan by the stockholders on May 19, 1994, all non-employee
directors of the Company who are elected or reelected as a director at an annual
or special meeting of the stockholders or are serving an unexpired term as a
director on the date of an annual meeting at which any other director is elected
automatically receive five-year non-qualified stock options to purchase 5,000
shares of the Company's Common Stock with the exercise price equal to the fair
market value of the Company's Common Stock on such date.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for fiscal years 1994, 1993 and 1992, the cash
compensation paid by the Company, as well as certain other compensation paid or
accrued for those years, to Lowell M. Fisher, Jr., the Company's Chief Executive
Officer, and to each of the other executive officers of the Company who received
more than $100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION AWARDS ALL OTHER
COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#) ($)(2)
<S> <C> <C> <C> <C> <C>
Lowell M. Fisher, Jr. 1994 178,798 -- -- 644
Chief Executive Officer 1993 46,450 -- 100,000(1) 64,148
1992 -- -- --(1) --
Roger W. Meyer 1994 152,250 -- -- 3,632
Executive Vice
President, 1993 150,000 31,525 -- 2,271
General Counsel and 1992 141,500 34,349 -- 5,263
Corporate Secretary
Robert L. Horwitz 1994 132,000 -- 17,500 115,797
Executive Vice
President-- 1993 -- -- -- --
Merchandising 1992 -- -- -- --
James S. Bury 1994 116,000 -- -- 2,070
Vice President and 1993 116,000 4,350 -- 1,843
Controller 1992 113,500 23,125 -- 4,172
</TABLE>
(1) Excludes options to purchase 2,000 shares granted in each of fiscal 1993
and 1992 pursuant to the 1992 Directors Stock Option Plan while Mr. Fisher
was a Non-Employee Director.
(2) Except with respect to Mr. Fisher and Mr. Horwitz, includes Company
contributions to the Company's retirement plan as well as premiums paid for
term life insurance. For fiscal 1994, the Company's contributions to the
retirement plan for Messrs. Meyer and Bury totaled $1,256 and $150,
respectively, and the balance reflects term life insurance premiums. The
amount indicated for Mr. Fisher in 1993 reflects fees paid to a company
controlled by Mr. Fisher for consulting services to the Company which were
performed by Mr. Fisher during the period from July 21, 1993 through
October 21, 1993. Fees paid Mr. Fisher prior to October 22, 1993 for
services as a Non-Employee Director are excluded from all years. The amount
indicated for Mr. Horwitz includes $129,916 of moving expenses that the
Company reimbursed, comprised of $72,238 in actual moving expenses and
gross-up of taxes in the aggregate amount of $57,678.
In connection with the employment of Mr. Horwitz in 1994, the Company
loaned Mr. Horwitz $89,000 for the purchase of a home in the Twin Cities, and
Mr. Horwitz issued two promissory notes to the Company. One of the notes, in the
principal amount of $50,000, is due and payable on or before August 15, 1997 and
bears no interest. The other promissory note, in the amount of $39,000, bears
interest at the rate of 9% per annum, and is due and payable through deductions
from Mr. Horwitz's incentive compensation over a five-year period, commencing on
August 15, 1994. Both of these promissory notes will become due and payable
immediately if Mr. Horwitz ceases to be employed by the Company. In addition,
the Company entered into an agreement with a relocation firm to purchase and
sell Mr. Horwitz's former residence. The Company recorded additional expenses of
$48,723 in connection with that agreement.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Meyer, effective
February 15, 1989, and Mr. Bury, effective April 24, 1990. These agreements are
for an indefinite term and may be terminated by either party upon 30 days' prior
written notice. They provide, among other things, for a lump sum cash severance
payment to such individuals in the event of a voluntary or involuntary
termination of employment in connection with a change in control of the Company,
as defined in the agreements, in an amount equal to the number of months
remaining in the two-year period commencing on the first Event (as defined
therein) in connection with the change in control, multiplied by one calendar
month's base salary, at the highest monthly base salary rate paid at any time
during the term of the agreement. The agreements also specify minimum base
salaries to be paid during the term of the agreements. If an Event had occurred
at the end of fiscal 1994, Messrs. Meyer and Bury would have received $304,500
and $232,000, respectively, pursuant to their employment agreements.
STOCK OPTIONS
The following table contains information concerning individual grants of
stock options under the 1991 Stock Plan to each of the named individuals during
the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
PERCENT OF TOTAL
OPTIONS OPTIONS GRANTED TO MARKET PRICE
GRANTED EMPLOYEES IN EXERCISE ON GRANT EXPIRATION
NAME (#) FISCAL YEAR (%) PRICE ($) DATE ($) DATE
<S> <C> <C> <C> <C> <C>
Lowell M. Fisher, Jr. -- -- -- -- --
Roger W. Meyer -- -- -- -- --
James S. Bury -- -- -- -- --
Robert L. Horwitz 17,500(1) 74.5% $ 4.75 $ 4.75 4/1/00
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR (CONTINUED)
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
FOR OPTION TERM ($)
NAME 5% 10%
<S> <C> <C>
Lowell M. Fisher, Jr. -- --
Roger W. Meyer -- --
James S. Bury -- --
Robert L. Horwitz $28,270 $64,136
</TABLE>
(1) Becomes exercisable as to twenty percent (20%) of the shares on April 1,
1995 and each anniversary thereafter.
The following table contains information concerning the value of options
previously granted under the 1991 Stock Plan which were held by the named
individuals at the end of the last fiscal year.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END(#) FY-END($)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Lowell M. Fisher,
Jr. 54,000 50,000 $64,250 $75,000
Roger W. Meyer 13,992 4,663 15,741 5,246
James S. Bury 6,457 2,153 7,264 2,422
Robert L. Horwitz 3,500 14,000 8,750 35,000
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives are generally made by
the Compensation Committee of the Board, currently consisting of Messrs.
Magnuson, Raskin and Vittert. All decisions by the Compensation Committee
relating to the compensation of the Company's executive officers were during
fiscal 1994 and will, in fiscal 1995, be reviewed by the full Board, except that
after September 1, 1995 all decisions concerning grants under the 1991 Stock
Plan will be made solely by the Compensation Committee in order for such grants
under the 1991 Stock Plan to satisfy Rule 16b-3 under the Securities Exchange
Act of 1934 (the "1934 Act"). Pursuant to SEC rules designed to enhance
disclosure of companies' policies with regard to executive compensation, set
forth below is a report submitted by the Compensation Committee addressing the
Company's compensation policies for fiscal 1994 as they affected Mr. Fisher and
Messrs. Meyer, Horwitz and Bury, the executive officers other than the Chief
Executive Officer who, for fiscal 1994, were the Company's most highly paid
executive officers whose compensation exceeded $100,000 (collectively with Mr.
Fisher, the "Named Executives"). The following report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 (the "1933
Act") or the 1934 Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the 1933 Act or the 1934 Act.
COMPENSATION PHILOSOPHY. The Compensation Committee's executive
compensation policies are designed to provide competitive levels of compensation
that integrate pay with the Company's annual and long-term performance goals,
reward above-average corporate performance, recognize individual initiative and
achievement, and assist the Company in attracting and retaining qualified
executives. Furthermore, the Company's use of stock options and restricted stock
grants reflects the Compensation Committee's position that stock ownership by
management and stock-based performance compensation arrangements are beneficial
in aligning management's and stockholders' interest and the enhancement of
stockholder value. Compensation payments, to the extent possible, are designed
to qualify for deductibility under the Internal Revenue Code of 1986, as
amended.
The Company has designed its executive compensation plans around these
policies and objectives. The Compensation Committee believes the Company's
compensation arrangements consistently meet these goals. The following is a
description of the Company's current plans and how each relates to the
objectives indicated above.
BASE SALARY. The Compensation Committee annually reviews each officer's
salary, including those of the Named Executives. In determining appropriate
salary levels the Compensation Committee considers levels of responsibility,
experience, individual performance and internal equity, as well as external pay
practices.
ANNUAL INCENTIVES. During the last fiscal year, the Compensation Committee
elected to dispense with a specific management incentive plan. Instead, the
Board awarded modest discretionary bonuses to selected employees and, given the
Company's financial performance, did not award any bonus or annual incentive
payments to any of the Named Executives.
LONG-TERM INCENTIVES. The Company's overall long-term compensation
philosophy is that long-term incentives should be related to improvement in
long-term stockholder value. In furtherance of this objective, the Company
awards to its executive officers and other key personnel stock options and, on a
very selected basis, restricted stock. Stock options encourage and reward
effective management that results in long-term corporate financial success, as
measured by stock price appreciation. Stock options have value from the date the
stock options are granted. Stockholders also benefit from such stock price
appreciation. The 1991 Stock Plan allows the grant of incentive stock options
and non-qualified stock options. Stock options are awarded consistent with the
Company's objective to include in total compensation a long-term equity interest
for executive officers, with greater opportunity for reward if long-term
performance is sustained. To encourage a longer-term perspective, the options
are only exercisable over a multiple year period and grants are made at an
option price equal to the fair market value of the Common Stock on the date of
grant.
The 1991 Stock Plan also allows the grant of restricted stock awards in
order to provide incentive compensation based on enhancing the Company's
financial performance over an extended period. All previously granted restricted
stock awards were granted pursuant to the Plan of Reorganization. See
"Reorganization."
OTHER COMPENSATION PROGRAMS. The Company maintains certain broad-based
employee benefit plans in which its executive officers, including the Named
Executives, have been permitted to participate, including retirement, life and
health insurance plans. The Company's retirement plan consists of a profit
sharing plan, pursuant to which the Board of Directors may make annual
discretionary contributions, and a 401(k) employee savings plan which allows
employees to make pre-tax contributions and in which the Company matches
employee contributions in an amount equal to one-half of the employee's
contribution up to 5% of the employee's base salary. Other non-cash compensation
benefits are provided to the Named Executives. None of these plans are directly
or indirectly tied to Company performance.
MR. FISHER'S FISCAL 1994 COMPENSATION. Regulations of the SEC require the
Company to disclose the Compensation Committee's basis for compensation reported
for its Chief Executive Officer in fiscal 1994 and to discuss the relationship
between the Company's performance during the last fiscal year and such Chief
Executive Officer's compensation. Mr. Fisher's base salary for fiscal 1994 was
determined on the same basis as all other executive officers and, as indicated
above, no incentive compensation was paid to any of the Named Executives,
including Mr. Fisher.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
GERALD E. MAGNUSON MICHAEL A. RASKIN MARK B. VITTERT
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Magnuson, a director and member of the Compensation Committee, is
currently Of Counsel and during the last fiscal year was a partner of the law
firm of Lindquist & Vennum PLLP, which was paid for legal services rendered to
the Company during the last fiscal year. It is anticipated that Lindquist &
Vennum PLLP will continue to perform legal services for the Company during the
current fiscal year. During the last fiscal year, the Company paid $46,000 to a
company owned by Mr. Raskin, a director and member of the Compensation
Committee, for consulting services. It is anticipated that the Company will
continue to use the consulting services of Mr. Raskin's firm during the current
fiscal year.
PERFORMANCE GRAPH
In accordance with the rules of the Securities and Exchange Commission, the
following performance graph compares performance of the Company's Common Stock
on the New York Stock Exchange to the Investor's Business Daily Textile Apparel
Index and to the Russell 2000 Index. The graph compares the cumulative total
stockholder return as of the end of each of the Company's last five fiscal years
on $100 invested at the end of fiscal 1989 and assumes reinvestment of all
dividends. Management of the Company believes any comparison of the performance
of the Company's Common Stock before and after the Reorganization on October 29,
1991 is not meaningful.
[GRAPH]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
1989 1990 1991 1992 1993 1994
Munsingwear, Inc. 100 12 16 29 18 25
Investor's Business Daily
Textile-Apparel 100 73 121 142 113 98
Russell 2000 Index 100 80 118 139 166 163
The following graph compares, with respect to each of the indices indicated
above, the cumulative total stockholder return on an annual basis through the
end of the Company's last fiscal year of $100 invested on October 29, 1991,
immediately following the Reorganization, and assumes reinvestment of all
dividends. While management of the Company believes a comparison of the
performance of the Company's Common Stock following the Reorganization is more
meaningful than a comparison of performance prior to the Reorganization, any
historical stock performance cannot be considered as necessarily indicative of
future performance.
[GRAPH]
COMPARISON OF POST-REORGANIZATION CUMULATIVE TOTAL RETURN
OCT 91 DEC 91 DEC 92 DEC 93 DEC 94
Munsingwear, Inc. 100 74 134 82 116
Investor's Business Daily
Textile-Apparel 100 107 126 100 87
Russell 2000 Index 100 106 125 149 146
The performance graphs above shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
any filing under the 1933 Act or under the 1934 Act, except to the extent that
the Company specifically incorporates this information by reference, and shall
not otherwise be deemed filed under the 1933 Act or the 1934 Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of April 10, 1995 (unless otherwise
specified), the beneficial ownership of Common Stock of the Company by each
stockholder who is known by the Company to own beneficially 5% or more of the
outstanding Common Stock of the Company, each director and by all directors and
executive officers as a group. See "Reorganization" for a description of certain
restrictions on transfers of Common Stock by holders of 5% or more of the total
fair market value of all outstanding Common Stock. Except as otherwise
indicated, the stockholders listed in the table have full voting and investment
powers with respect to the shares indicated.
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OWNED OUTSTANDING SHARES
Pension Benefit Guaranty Corporation 250,000 12.33%
Suite 7200
2020 K Street N.W.
Washington, D.C. 20006
The Clark Estates, Inc. 196,284(1) 9.68%
30 Wall Street
New York, NY 10005
Arnold M. Amster 130,500(2) 6.44%
767 Fifth Avenue
New York, NY 10153
C.D. Anderson 26,000(3) 1.28%
Keith A. Benson 6,000(3) *
Lowell M. Fisher 62,300(3) 2.98%
Gerald E. Magnuson 9,800(3) *
Michael A. Raskin 10,100(3) *
Mark B. Vittert 83,100(3) 4.09%
Richard T. Brokl 6,200(3) *
James S. Bury 16,167(3) *
Robert L. Horwitz 4,000(3) *
Roger W. Meyer 35,347(3) 1.73%
All Directors and Executive Officers
as a Group (10 persons) 259,014(3) 12.02%
* Less than 1%
(1) Based on a Schedule 13D filed with the Company and the Securities Exchange
Commission. The Clark Estates, Inc. provides administrative assistance to a
number of Clark family accounts which beneficially own an aggregate 196,284
shares of the Company's Common Stock, including The Clark Foundation, which
owns 95,390 shares. The Clark Estates, Inc. has, or in certain instances
shares, voting power and/or dispositive power with respect to such shares.
The Clark Estates, Inc. has no remainder or other economic interest in such
trust or fiduciary accounts.
(2) Based on a Schedule 13D filed with the Company and the Securities Exchange
Commission, which indicates that Mr. Amster has or shares voting and
disposition power with respect to these shares.
(3) Includes 9,000 shares each for Messrs. Anderson, Magnuson and Raskin, 5,000
shares for each of Messrs. Benson and Vittert, 61,000 shares for Mr.
Fisher, 5,000 shares for Mr. Brokl, 7,057 shares for Mr. Bury, 3,500 shares
for Mr. Horwitz, 13,992 shares for Mr. Meyer, and 127,549 shares for all
directors and executive officers as a group which may be acquired within
sixty days of the date hereof upon the exercise of outstanding stock
options. Mr. Anderson disclaims beneficial ownership of 2,000 of the shares
represented as beneficially owned by him which are owned by his wife. Mr.
Brokl disclaims beneficial ownership of 200 of the shares represented as
beneficially owned by him which are owned by his wife.
Based upon its review of Forms, 3, 4 and 5 and any amendments thereto
furnished to the Company pursuant to Section 16 of the Securities Exchange Act
of 1934, the Company believes all of such forms were filed on a timely basis by
the reporting persons, except that Mr. Anderson filed a Form 4 in 1994 that
reported a 1993 transaction by his spouse that inadvertently had not been
reported in 1993.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the independent public accountants for the
Company for fiscal 1994 and have been selected to act in such capacity for
fiscal 1995. A representative of Arthur Andersen LLP is expected to be present
at the Annual Meeting of Stockholders. Such representative will have an
opportunity to make a statement if such representative desires to do so and will
be available to respond to appropriate questions.
REORGANIZATION
On July 3, 1991, the Company filed a Petition for Reorganization under
Chapter 11 of the United States Bankruptcy Code, together with a Plan of
Reorganization and a Disclosure Statement, with the United States Bankruptcy
Court for the District of Minnesota. The Plan of Reorganization was confirmed by
the Bankruptcy Court on October 1, 1991 and became effective as of October 29,
1991 (the "Reorganization"). Pursuant to the Reorganization, holders of the
Company's Common Stock received one new share of Common Stock for every 25
shares of their then existing Common Stock surrendered and the Company issued or
committed to issue in excess of 1,773,000 new shares of Common Stock to
creditors in satisfaction of indebtedness in excess of $53,000,000. Messrs. Bury
and Meyer, current executive officers, served as such when the Petition for
Reorganization was filed and throughout the Reorganization.
In connection with the Reorganization, in order to reduce the risk that any
change in the stock ownership of the Company may jeopardize certain Federal
income tax attributes of the Company, the Company's Certificate of Incorporation
was amended to limit the ability of persons beneficially owning, or who, upon
acquisition of any shares, would beneficially own, five percent (5%) or more of
the total fair market value of outstanding shares of Common Stock of the Company
(a "5% Holder"). Until October 29, 1993, no 5% Holder was permitted to sell,
transfer or dispose or contract to sell, transfer or dispose any shares of
Common Stock or options, warrants or other rights to acquire Common Stock,
except in accordance with the procedures described in Article V of the
Certificate of Incorporation. Until October 29, 2001, no 5% Holder may purchase
or acquire or contract to purchase shares of Common Stock, except in accordance
with the procedures described in Article V, and any such purchase, acquisition
or contract not in compliance with Article V shall be null and void.
OTHER MATTERS
The Board of Directors knows of no business other than that described
herein that will be presented for consideration at the Annual Meeting. If,
however, other business shall properly come before the meeting, the persons in
the enclosed form of proxy intend to vote the shares represented by said proxies
on such matters in accordance with their judgment in the best interest of the
Company.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
The rules of the Securities and Exchange Commission permit stockholders of
a company, after timely notice to the company, to present proposals for
stockholder action in the Company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for stockholder
action and are not properly omitted by company action in accordance with the
proxy rules. The Munsingwear, Inc. 1996 Annual Meeting of Stockholders is
expected to be held on or about May 23, 1996 and proxy materials in connection
with that meeting are expected to be mailed on or about April 9, 1996.
Stockholder proposals prepared in accordance with the proxy rules must be
received by the Company on or before December 7, 1995.
METHOD OF PROXY SOLICITATION
The entire cost of preparing, assembling, printing and mailing the Notice
of Annual Meeting of Stockholders, this Proxy Statement, the proxy itself, and
the cost of soliciting proxies relating to the meeting will be borne by the
Company. In addition to use of the mails, proxies may be solicited by officers,
directors, and other regular employees of the Company by telephone, telegraph,
or personal solicitation, and no additional compensation will be paid to such
individuals. The Company will, if requested, reimburse banks, brokerage houses,
and other custodians, nominees and certain fiduciaries for their reasonable
expenses incurred in mailing proxy material to their principals.
By Order of the Board of Directors,
/s/ Roger W. Meyer
Roger W. Meyer, Secretary
MUNSINGWEAR, INC.
8000 WEST 78TH STREET, SUITE 400, MINNEAPOLIS, MINNESOTA 55439
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual Meeting and Proxy
Statement dated April 17, 1995, hereby appoints Keith Benson and Richard T.
Brokl as proxies (each with the power to act alone and with the power of
substitution and revocation), to represent the undersigned and to vote as
designated below, all shares of Common Stock of Munsingwear, Inc. held of record
by the undersigned on April 10, 1995, at the Annual Meeting of Stockholders to
be held on May 24, 1995, at the Radisson Hotel South, 7800 Normandale Boulevard,
Bloomington, Minneapolis, Minnesota 55439.
1. ELECTION OF DIRECTORS:
[ ] FOR both nominees listed below
(except as marked to the contrary)
[ ] WITHHOLD AUTHORITY
to vote for both nominees listed below
LOWELL M. FISHER, JR. GERALD E. MAGNUSON
(Instruction: To withhold authority to vote for either individual nominee, mark
the FOR box and write that nominee's name in the space provided
below.)
2. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued, and to be completed and signed, on the reverse side)
(Continued from the other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1) AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN exactly as name appears on this card. 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 an authorized person.
Dated:_________________ , 1995
______________________________
Signature(s) of Stockholder(s)
______________________________
Signature if held jointly
