SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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FOR THE FISCAL YEAR ENDED JANUARY 6, 1996 COMMISSION FILE NUMBER 1-63
MUNSINGWEAR, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-0429620
(State of Incorporation) (I.R.S. Employer Identification No.)
8000 W. 78TH STREET, SUITE 400, MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER: (612) 943-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value New York Stock Exchange
Preferred share purchase rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES _X_ NO ___
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES _X_ NO ___
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant at April 15, 1996 was $9,264,794 based upon the closing price of
$7.00 per share on that date.
The number of share of common stock outstanding at April 15, 1996 was
2,058,078.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___
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This Form 10-K/A consists of ____ pages.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. IDENTIFICATION OF DIRECTORS.
The names and ages of the 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>
C.D. Anderson Chairman of Anderson Capital Management, Inc. 1991
(54) (investment management firm); Director/Trustee
of G.T. Global Mutual Funds; Chairman and CEO,
Plantagenet Holdings, Ltd.; Director of various
private companies.
Keith A. Benson President of Music Stores Division of Musicland 1993
(52) Stores Corporation (retail stores); Director of
Musicland Stores Corporation.
Lowell M. Fisher, Jr. President and Chief Executive Officer of the 1990
(63) Company, 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), January 1989 to April
1990; Senior Vice President of the Company, October
1987 to January 1989.
Thomas D. Gleason Chairman of the Company's Board of Directors; Vice 1995
(60) Chairman of Wolverine World Wide, Inc. (footwear
manufacturing and marketing), 1993 through April 17,
1996; Chief Executive Officer of Wolverine World
Wide, Inc. from 1972 to 1993; Director of Huffy
Corp. and Foremost Corp. of America.
Gerald E. Magnuson Of Counsel to Lindquist & Vennum PLLP (law firm); 1982
(65) Partner of Lindquist & Vennum PLLP to December
1994; Director of Research, Incorporated, Sheldahl,
Inc. and Washington Scientific Industries, Inc.
Kevin S. Moore Vice President and Chief Financial Officer of The 1996
(41) Clark Estates, Inc. (investment management firm);
Director of Hitox Corporation of America and
Ducommun, Incorporated.
William J. Morgan President and director of Pacholder Associates, 1996
(41) Inc. (registered investment advisor), 1984 to
present; Director of ICO, Inc., USF&G Pacholder
Fund, Inc., Duckwall Alco Stores, Inc. and Kaiser
Resources, Inc.
Michael A. Raskin Private Investor and Business Adviser; Chairman of 1991
(71) ACA Joe International (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.
Mark B. Vittert Private Investor; Director of Lee Enterprises, Inc. 1994
(48) and Dave & Busters, Inc.
</TABLE>
Prior to March 1, 1996, non-employee members of the Board of Directors
were paid an annual fee of $12,000 plus $750 for each meeting of the Board and
$500 for each committee meeting attended. Effective March 1, 1996, the Board of
Directors reduced the compensation to a $10,000 annual fee plus $750 for each
regular meeting of the Board, $500 for each committee meeting held more than 24
hours before or after a regular Board meeting, $150 for each committee meeting
held within 24 hours of a Board meeting and $150 for each telephonic meeting.
Mr. Gleason receives a fee of $41,667 per annum for serving as Chairman and was
granted options to purchase 5,000 shares upon election to the Board and 10,000
shares upon appointment as Chairman, all at an exercise price of $7.50 per share
and on terms substantially equivalent to the director options described below.
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 re-elected 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.
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 David E. Berg, Executive Vice President,
Sales & Marketing of the Company, filed a late Form 3.
B. EXECUTIVE OFFICERS IS INCLUDED IN PART I OF THIS REPORT
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for fiscal years 1995, 1994 and 1993, 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 $100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term
--------------------------------------- Compensation
Other Awards
Annual Options All Other
Principal Position Year Salary($) Bonus($) Compensation(1) (#) Compensation($)(2)
- ------------------ ---- --------- -------- --------------- --- ------------------
<S> <C> <C> <C> <C> <C> <C>
Lowell M. Fisher, Jr. 1995 175,000 -- 3,039 35,000 3,703
Chief Executive Officer 1994 178,798 -- -- -- 644
1993 46,450 -- -- 100,000(3) 64,148
David E. Berg 1995 149,442 -- -- 5,000 3,572
Executive Vice President 1994 -- -- -- -- --
of Sales and Marketing 1993 -- -- -- -- --
Richard Brokl(4) 1995 141,912 -- 21 25,000 1,436
Executive Vice President- 1994 -- -- -- -- --
Operations and Chief 1993 -- -- -- -- --
Financial Officer
James S. Bury 1995 116,000 -- -- 3,000 4,882
Vice President and 1994 116,000 -- -- -- 2,070
Controller 1993 116,000 4,350 -- -- 1,843
Robert L. Horwitz(4) 1995 175,000 -- -- -- 3,316
Executive Vice President- 1994 132,000 -- -- 17,500 115,797
Merchandising 1993 -- -- -- -- --
</TABLE>
(1) Reflects amounts reimbursed during fiscal 1995 for the payment of taxes.
(2) Includes Company contributions to the Company's retirement plan, as well
as premiums paid for term life insurance. For fiscal 1995, the Company's
contributions to the retirement plan for Messrs. Fisher, Berg, Bury and
Horwitz totaled $3,001, $2,939, $2,499 and $2,143, respectively, and the
balance for all named executives 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.
(3) 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.
(4) The employment of Messrs. Brokl and Horwitz was terminated as of September
26, 1995 and March 22, 1996, respectively.
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. These loans remain outstanding as of the date of this Report.
EMPLOYMENT AGREEMENTS
The Company entered into an Employment Agreement with Mr. Fisher effective
as of May 1, 1995, which was amended effective as of January 30, 1996. The
agreement is for an indefinite term and may be terminated by either party upon
at least 60 days' written notice. If the agreement is terminated by either party
for any reason other than voluntary resignation, death, retirement, disability
or cause (as such terms are defined in the agreement), Mr. Fisher is entitled to
receive an amount equal to one and one-half (1 1/2) times his annual base salary
in eighteen equal monthly payments, as well as continuation of health and life
insurance benefits for that period. Mr. Fisher is subject to a non-compete
provision for the duration of his employment and during the period of payment of
the above-described amounts. Further, in the event of a voluntary resignation by
Mr. Fisher, his outstanding stock options may be exercised, to the extent
vested, for a period of thirty days after termination. If his employment is
terminated for any other reason, his outstanding stock options will
automatically become exercisable in full and the options may be exercised for a
period of six months after termination.
The Company entered into an employment agreement with Mr. Bury effective
April 24, 1990. This agreement is for an indefinite term and may be terminated
by either party upon 30 days' prior written notice. The agreement provides,
among other things, for a lump sum cash severance payment to Mr. Bury 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 agreement
also specifies minimum base salaries to be paid during the term of the
agreement. If an Event had occurred at the end of fiscal 1995, Mr. Bury would
have received $232,000 pursuant to his employment agreement.
STOCK OPTIONS
The following table contains information concerning individual grants of
stock options under the 1991 Stock Plan to each of the named individuals during
the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------
Percent of
Total
Options Market
Options Granted to Price Potential Realizable Value at
Granted Employees in Exercise on Grant Expiration Assumed Annual Rates of Stock Price
Name (#) Fiscal Year (%) Price ($) Date ($) Date Appreciation for Option Term($)
---- -------- --------------- --------- -------- ---- -----------------------------------
5% 10%
------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Lowell M. Fisher, Jr. 35,000(1) 35.2% $7.875 $7.875 01/26/00 76,150 168,272
David E. Berg 5,000(1) 5.0% 7.875 7.875 01/26/00 10,879 24,039
Richard Brokl 25,000(1)(2) 25.1% 7.875 7.875 01/06/96 -- --
James S. Bury 3,000(1) 3.0% 7.875 7.875 01/26/00 6,527 14,423
Robert L. Horwitz -- -- -- -- -- -- --
</TABLE>
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(1) Becomes exercisable as to twenty percent (20%) of the shares on January
27, 1995 and each anniversary thereafter.
(2) These options were cancelled as of October 6, 1995.
The following table contains information concerning the value of options
previously granted under the 1991 Stock Plan which were held by the named
individuals at the end of the last fiscal year.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Unexercised Value of Unexercised
Options at FY-End(#) In-the-Money Options at FY-End($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
Lowell M. Fisher, Jr. 86,000/53,000 $84,375/$28,125(1)
David E. Berg 9,610/4,000 $ 6,458/$ -0-(2)
Richard Brokl -- --
James S. Bury 9,210/2,400 $ 6,458/$ -0-(3)
Robert L. Horwitz 3,500/14,000(4) $ 7,438/$29,750
- --------------------------
(1) Reflects the value of only 75,000 of the 139,000 options. The remaining
options have an exercise price higher than the fair market value of the
Common Stock at fiscal year-end.
(2) Reflects the value of only 8,610 of these 13,610 options. The remaining
options have an exercise price higher than the fair market value of the
Common Stock at fiscal year-end.
(3) Reflects the value of only 8,610 of these 11,610 options. The remaining
options have an exercise price higher than the fair market value of the
Common Stock at fiscal year-end.
(4) In connection with the termination of employment of Mr. Horwitz after the
end of the fiscal year, all outstanding options became fully exercisable
as of March 22, 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Magnuson, a director and member of the Compensation Committee, is
currently Of Counsel to 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 $23,000 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 1996 (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, each Named Executive and
by all directors and executive officers as a group. Holders of 5% or more of the
total fair market value of all outstanding Common Stock are subject to certain
restrictions on transfer under the Company's Certificate of Incorporation.
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
Pacholder Associates, Inc............. 250,000(1) 12.1%
8044 Montgomery Road
Suite 382
Cincinnati, OH 45236
The Clark Estates, Inc................ 196,284(3) 9.5%
30 Wall Street
New York, NY 10005
Arnold M. Amster...................... 187,000(4) 9.1%
767 Fifth Avenue
New York, NY 10153
C. Derek Anderson..................... 179,032(2)(6) 8.6%
220 Sansome Street, Suite 400
San Francisco, CA 94104
Francisco A. Lorenzo.................. 114,700(5) 5.6%
333 Clay Street
Suite 4040
Houston, TX 77002
Keith A. Benson....................... 11,000(6) *
Lowell M. Fisher...................... 97,800(6) 4.5%
Thomas D. Gleason..................... 16,000(6) *
Gerald E. Magnuson.................... 14,800(6) *
Kevin S. Moore........................ 196,284(3) 9.5%
William J. Morgan..................... 250,000(1) 12.1%
Michael A. Raskin..................... 16,500(6) *
Mark B. Vittert....................... 88,100(6) 4.3%
David E. Berg......................... 19,220(6) *
Richard T. Brokl...................... 1,200(6) *
James S. Bury......................... 18,920(6) *
Robert L. Horwitz..................... 16,100(6) *
All Directors and Executive Officers
as a Group (13 persons)............. 924,956(6) 41.1%
- ---------------------------
* Less than 1%
(1) Pacholder Associates, Inc. ("PAI") is a registered investment advisor.
Pursuant to a contract dated April 13, 1994 between PAI and the Pension
Benefit Guaranty Corporation ("PBGC"), a wholly owned United States
Government Corporation, PAI has full and complete discretion for the
250,000 shares owned by the PBGC, as well as voting of the shares.
Accordingly, PAI may be deemed to be the beneficial owner of such shares.
Mr. Morgan is the President, a director and shareholder of PAI.
(2) Based on a Schedule 13G filed with the Securities and Exchange Commission.
Mr. Anderson shares voting and dispositive power with respect to 146,732
shares acquired by Anderson Capital Management, Inc. ("ACM") as agent for
its investment advisory clients and, accordingly, Mr. Anderson may be
deemed to be the beneficial owner of such shares. Mr. Anderson disclaims
beneficial ownership of those 146,732 shares and 4,500 of the shares
represented as beneficially owned by him which are owned by his wife.
(3) Based on a Schedule 13D filed with the Securities and 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. Mr. Moore is Vice President and Chief
Financial Officer of The Clark Estates, Inc.
(4) Based on a Schedule 13D filed with the Company and the Securities Exchange
Commission, which indicates that Mr. Amster has or shares voting and
dispositive power with respect to these shares. Accordingly, Mr. Amster
may be deemed to be the beneficial owner of such shares.
(5) Based on a Schedule 13D filed with the Securities and Exchange Commission.
Francisco A. Lorenzo shares voting and dispositive power with respect to
the shares of Common Stock owned by two private investment companies and
four trusts for the benefit of family members of Mr. Lorenzo. Accordingly,
Mr. Lorenzo may be deemed to be the beneficial owner of all of the 114,700
shares reported on the Schedule 13D.
(6) Includes 14,000 shares each for Messrs. Anderson, Magnuson and Raskin,
10,000 shares for each of Messrs. Benson and Vittert, 93,000 shares for
Mr. Fisher, 15,000 shares for Mr. Gleason, 10,610 shares for Mr. Berg,
9,810 shares for Mr. Bury, and 190,420 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. Brokl
disclaims beneficial ownership of 200 of the shares represented as
beneficially owned by him which are owned by his wife.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required under this caption is included in Item 11 of this
Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.
MUNSINGWEAR, INC.
Date: May 1, 1996 By: /s/ Lowell M. Fisher
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Lowell M. Fisher
President and
Chief Executive Officer
