<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
X OF THE SECURITIES EXCHANGE ACT OF 1934
--------
For quarterly period ended May 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
________ OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-8501
HARTMARX CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3217140
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
------------------- -----
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code 312/372-6300
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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
------- -------
At June 30, 1994, there were 32,327,150 shares of the Company's common stock
outstanding.
<PAGE>
HARTMARX CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Earnings for the
three months and six months ended May 31, 1994
and May 31, 1993. 3
Consolidated Balance Sheet as of May 31,
1994, November 30, 1993 and May 31, 1993. 4
Condensed Consolidated Statement of Cash Flows
for the six months ended May 31, 1994 and
May 31, 1993. 6
Notes to Consolidated Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 13
ITEM 4. Results of Votes of Security Holders 13
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTMARX CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(000'S OMITTED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
May 31, May 31,
-------------------- --------------------
1994 1993 1994 1993
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $164,020 $171,907 $341,911 $358,838
Licensing and other income 1,655 1,108 3,142 2,103
-------- -------- -------- --------
165,675 173,015 345,053 360,941
-------- -------- -------- --------
Cost of goods sold 114,630 116,834 242,318 249,772
Selling, administrative and
occupancy expenses 48,802 53,703 96,119 104,182
-------- -------- -------- --------
163,432 170,537 338,437 353,954
-------- -------- -------- --------
Earnings before interest, taxes
and extraordinary charge 2,243 2,478 6,616 6,987
Interest expense 5,463 5,958 10,576 11,702
-------- -------- -------- --------
Loss before taxes and
extraordinary charge (3,220) (3,480) (3,960) (4,715)
Tax benefit (100) - (120) -
-------- -------- -------- --------
Loss before extraordinary charge (3,120) (3,480) (3,840) (4,715)
Extraordinary charge, net of
$120 tax benefit (3,862) - (3,862) -
-------- -------- -------- --------
Net loss $ (6,982) $ (3,480) $ (7,702) $ (4,715)
======== ======== ======== ========
Loss per share:
before extraordinary charge $(.10) $(.11) $(.12) $(.15)
===== ===== ===== =====
after extraordinary charge $(.22) $(.11) $(.24) $(.15)
===== ===== ===== =====
Dividends per common share $ - $ - $ - $ -
===== ===== ===== =====
Average number of common shares
and common share equivalents 32,211 31,770 32,095 30,788
====== ====== ====== ======
</TABLE>
(See accompanying notes to consolidated financial statements)
3
<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(000'S OMITTED)
<TABLE>
<CAPTION>
May 31, Nov. 30, May 31,
1994 1993 1993
-------- -------- --------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,492 $ 1,507 $ 3,386
Accounts receivable, less allowance
of $9,946, $9,914 and $9,989
for doubtful accounts 101,606 120,442 113,786
Inventories 191,113 193,818 196,546
Prepaid expenses 21,683 15,346 26,336
Recoverable income taxes 123 659 369
Deferred income taxes 6,247 5,943 5,796
-------- -------- --------
Total current assets 323,264 337,715 346,219
-------- -------- --------
OTHER ASSETS 15,834 10,919 11,322
-------- -------- --------
PROPERTIES
Land 3,892 3,882 3,906
Building and building improvements 58,779 58,345 56,473
Furniture, fixtures and equipment 112,656 114,574 113,559
Leasehold improvements 29,453 32,155 33,322
-------- -------- --------
204,780 208,956 207,260
Accumulated depreciation and
amortization (152,027) (152,479) (147,892)
-------- -------- --------
Net properties 52,753 56,477 59,368
-------- -------- --------
TOTAL ASSETS $391,851 $405,111 $416,909
======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
4
<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(000'S OMITTED)
<TABLE>
<CAPTION>
May 31, Nov. 30, May 31,
1994 1993 1993
-------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable $ 15,000 $ 25,000 $ 50,000
Current maturities of long term debt 700 697 701
Accounts payable and accrued expenses 83,368 63,001 94,414
-------- -------- --------
Total current liabilities 99,068 88,698 145,115
-------- -------- --------
LONG TERM DEBT, less current maturities
Notes payable 69,500 128,696 95,896
10 7/8% Senior Subordinated Notes, net 99,340 - -
Industrial development bonds 20,453 20,643 20,890
Other debt, extending to 2003 651 858 917
Notes payable to insurance companies - 45,000 45,000
ESOP loan guarantee - 12,219 12,219
-------- -------- --------
189,944 207,416 174,922
-------- -------- --------
SHAREHOLDERS' EQUITY
Preferred shares, $1 par value;
2,500,000 authorized and unissued - - -
Common shares, $2.50 par value; authorized
75,000,000; issued 32,308,398 in May 1994,
31,951,464 in November 1993 and
31,805,645 in May 1993. 80,771 79,878 79,514
Capital surplus 75,591 74,256 73,814
Retained earnings (deficit) (41,081) (33,379) (44,322)
Unearned employee benefits (12,442) (11,758) (12,127)
-------- -------- --------
102,839 108,997 96,879
Common shares in treasury, at cost,
666 in May 1993. - - (7)
-------- -------- --------
Total shareholders' equity 102,839 108,997 96,872
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $391,851 $405,111 $416,909
======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
5
<PAGE>
HARTMARX CORPORATION
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
(000'S OMITTED)
<TABLE>
<CAPTION>
Six Months Ended May 31,
--------------------------
1994 1993
--------- ----------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss, including extraordinary charge $ (7,702) $ (4,715)
Extraordinary charge, net of tax benefit 3,862 -
Reconciling items to adjust net income to
net cash provided by operating activities:
Depreciation and amortization 7,145 8,584
Changes in:
Receivables, inventories and prepaids 13,934 54,448
Other assets (1,894) 3,410
Accounts payable and accrued expenses 18,700 (29,187)
Taxes on earnings 352 7,550
Adjustment of properties to net realizable value (172) 685
-------- --------
Net cash provided by operating activities 34,225 40,775
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,269) (1,975)
-------- --------
Net cash used in investing activities (2,269) (1,975)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of 10 7/8% Sr. Sub. Notes, net 96,572 -
Proceeds from issuance of Credit Facility, net 132,727 -
Payment of borrowings under Override Agreement (235,999) -
Decrease in notes payable (25,420) -
Decrease in notes payable under Override Agreement - (88,400)
Decrease in other long term debt (394) (530)
Proceeds from equity sale - 29,880
Other equity transactions 1,543 1,280
-------- --------
Net cash used in financing activities (30,971) (57,770)
-------- --------
Net increase (decrease) in cash and cash equivalents 985 (18,970)
Cash and cash equivalents at beginning of period 1,507 22,356
-------- --------
Cash and cash equivalents at end of period $ 2,492 $ 3,386
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid (received) during period for:
Interest expense $ 8,000 $ 12,000
Income taxes (400) (7,600)
</TABLE>
(See accompanying notes to consolidated financial statements)
6
<PAGE>
HARTMARX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The accompanying financial statements are unaudited, but in the opinion of
management include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations and
financial position for the applicable period. Results of operations for any
interim period are not necessarily indicative of results for any other periods
or for the full year. These interim financial statements should be read in
conjunction with the financial statements and related notes contained in the
Annual Report on Form 10-K for the year ended November 30, 1993. Certain prior
year amounts have been reclassified to conform to the presentation in the
current period. Effective December 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 106 -- Employers' Accounting for
Postretirement Benefits Other Than Pensions. This statement requires
recognition of a liability for postretirement benefits as the employee renders
service, rather than as claims are paid or incurred. Since the retiree
contributions offset the full cost of the available medical programs, no
transition obligation existed at adoption and, accordingly, there was no effect
on either net income or shareholders' equity.
NOTE 2
The calculation of loss per share for each period is computed based on the
weighted average number of common shares outstanding. When dilutive, stock
options and warrants are included as share equivalents using the treasury stock
method. None of the 2,500,000 authorized preferred shares for Hartmarx
Corporation have been issued.
NOTE 3
As described in the "Restructuring and Retail Consolidation Charges" footnote to
the 1993 Annual Report on Form 10-K, fiscal 1992 third quarter and full year
results included pre-tax restructuring charges aggregating $190.8 million ("the
Restructuring"). The operational aspects of the Restructuring have been
implemented. Following the sale of Hartmarx Specialty Stores, Inc. ("HSSI") in
September, 1992 for a note due on September 18, 1994, all of the Old Mill stores
operated by the Company's Country Miss subsidiary were closed. The store
closings associated with the Company's Kuppenheimer subsidiary were
substantially completed by January, 1994. Production facilities supporting the
above noted operations have been closed or sold along with facilities related to
the rainwear and military and commercial uniform businesses. At May 31, 1994,
accrued restructuring charges of $5 million were included in the accounts
payable and accrued expenses caption in the accompanying balance sheet ($8
million at November 30, 1993 and $16 million at May 31, 1993) principally
relating to lease, severance and employee benefit obligations.
7
<PAGE>
NOTE 4
On March 23, 1994, the Company issued $100 million principal amount of 10 7/8%
Senior Subordinated Notes due January 15, 2002 ("the Notes") in a public
offering, and also entered into a new three year financing agreement ("the
Credit Facility") with a group of nine lenders providing for maximum borrowings
of $175 million (including a $25 million letter of credit facility) secured by
inventories, accounts receivable and intangibles of the Company and its
subsidiaries. Proceeds from these two transactions were utilized to repay $236
million of borrowings then outstanding related to the Override Agreement, the
Company's principal lending facility then in effect. The Override Agreement and
related Bridge Facility were terminated upon completion of the Notes and Credit
Facility transactions.
Borrowing availability under the Credit Facility is being utilized for general
corporate purposes. Borrowings are subject to a borrowing base formula based
upon eligible accounts receivable and inventory and are maintained at rates
which are (i) 1.5% over the greater of (a) a rate based on the weighted average
of rates of the 90-day commercial paper rate or (b) the base rate of a major
bank or (ii) LIBOR plus 2.50%. The Credit Facility contains certain provisions
for these rates to decline upon the achievement of certain operating performance
ratios. Financing fees pertaining to the Notes and Credit Facility aggregated
$5.9 million and are being amortized over the life of the respective agreements.
Certain other fees are also payable under the Credit Facility and Notes based on
services provided.
The Notes and Credit Facility contain various restrictive covenants pertaining
to minimum net worth, additional debt incurrence, capital expenditures, asset
sales, operating leases, and ratios relating to minimum accounts payable to
inventory, maximum funded debt to EBITDA and minimum fixed charge coverage, as
well as other customary covenants, representations and warranties, funding
conditions and events of default.
Earlier in fiscal 1994, two industrial development bonds (IDBs) aggregating
$15.5 million associated with the Override Agreement, were refinanced
independent of the Override Agreement. The $7.5 million IDB matures on July 1,
2014, while the $8.0 million IDB is due on July 1, 2015. The effective interest
rate on these obligations is 7.5%.
As a result of the refinancing noted above, the Company recorded an
extraordinary charge in the second fiscal quarter of 1994 of $3.9 million, net
of a $.1 million tax benefit, representing the loss from early extinguishment of
debt.
8
<PAGE>
NOTE 5
Inventories at each date consisted of (000's omitted):
<TABLE>
<CAPTION>
May 31, Nov. 30, May 31,
1994 1993 1993
-------- -------- --------
<S> <C> <C> <C>
Raw materials $ 42,549 $ 44,370 $ 48,052
Work-in-process 30,265 26,468 24,836
Finished goods 118,299 122,980 123,658
-------- -------- --------
$191,113 $193,818 $196,546
======== ======== ========
</TABLE>
Inventories are stated at the lower of cost or market. Approximately 25%, 23%
and 18% of the Company's inventories, primarily work-in-process and finished
goods, are valued using the last-in, first-out (LIFO) method at May 31, 1994,
November 30, 1993 and May 31, 1993, respectively. The first-in, first-out
(FIFO) method is used for substantially all raw materials and the remaining
inventories.
9
<PAGE>
HARTMARX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
November 30, 1993 to May 31, 1994
- - ---------------------------------
As described in Note 4 to the accompanying interim financial statements, in
March 1994 the Company issued $100 million principal amount of 10 7/8% Senior
Subordinated Notes due January 15, 2002 ("the Notes") in a public offering, and
also entered into a new three year financing agreement ("the Credit Facility")
with a group of nine lenders providing for maximum borrowings of $175 million
(including a $25 million letter of credit facility) secured by inventories,
accounts receivable and intangibles of the Company and its subsidiaries.
Proceeds from these two transactions were utilized to repay $236 million of
borrowings then outstanding related to the Override Agreement, the Company's
principal lending facility then in effect. This repayment also reflected the
$12.2 million purchase of the note of the Company's Employee Stock Ownership
Plan from an Override lender, which had been guaranteed by the Company. The
Override Agreement and related Bridge Facility were terminated upon completion
of the Notes and Credit Facility transactions. Borrowing availability under the
Credit Facility is being utilized for general corporate purposes. Earlier in
fiscal 1994, two industrial development bonds ("IDBs") aggregating $15.5 million
associated with the Override Agreement, were refinanced independent of the
Override Agreement.
Since November 30, 1993, net accounts receivable decreased $18.8 million or
15.6% to $101.6 million, reflecting the normal seasonal fluctuations in the
Men's Apparel Group. Inventories of $191.1 million declined $2.7 million or
1.4%, principally due to fewer stores at Kuppenheimer, partially offset by
seasonal increases in the Men's Apparel Group. Net properties decreased $3.7
million to $52.8 million reflecting depreciation exceeding additions; capital
expenditures for fiscal 1994 are expected to approximate $10 million for the
year and would be about $2 million less than annual depreciation expense. The
Company's revolving Credit Facility provides for annual limitations of capital
expenditures; however, these limitations are not expected to result in delaying
capital expenditures otherwise planned by the Company. Total debt, including
current maturities, decreased $27.5 million to $205.6 million and represented
66.7% of total capitalization compared to 68.1% at November 30, 1993.
May 31, 1993 to May 31, 1994
- - ----------------------------
Net accounts receivable declined $12.2 million or 10.7% to $101.6 million,
principally attributable to discontinued businesses. Inventories of $191.1
million declined $5.4 million or 2.8%, principally attributable to fewer
Kuppenheimer stores. Net properties of $52.8 million declined $6.6 million,
primarily reflecting depreciation expense exceeding capital additions. Accounts
10
<PAGE>
payable and accrued expenses declined $11.0 million, principally attributable to
payments related to the Restructuring. Total debt of $205.6 million decreased
$20.0 million compared to May 31, 1993 and represented 66.7% of total
capitalization compared to 70.0% last year. The lower percentage this year
primarily reflected the repayment of debt from working capital reductions along
with higher equity from the trailing year earnings and the proceeds from stock
sales to employee benefit plans.
RESULTS OF OPERATIONS
Second Quarter 1994 Compared to Second Quarter 1993
- - ---------------------------------------------------
Consolidated sales declined $7.9 million or 4.6% to $164.0 million from $171.9
million in 1993. The Company's continuing operations produced a $3 million
sales gain after excluding the effects of the disposition of a non-core uniform
business, underperforming Kuppenheimer store locations which have been closed in
the past year and a reduction in sales to HSSI, the Company's former specialty
stores unit which currently operates approximately two-thirds of the locations
operated in 1993. Sales in the continuing businesses of the Men's Apparel Group
increased approximately 4% after excluding the second quarter sales to HSSI
which declined to $6 million in 1994 from $9 million in 1993. Kuppenheimer's
sales declined approximately 27%, reflecting approximately 55 fewer Kuppenheimer
stores and an 11% decrease in comparable store sales. Second quarter sales in
the women's businesses increased approximately 2% as the Barrie Pace catalog and
International Women's Apparel businesses each had small increases.
The consolidated gross margin percentage to sales was 30.1% compared to 32.0%
last year. The Men's Apparel Group comprised a greater percentage of
consolidated sales in 1994 compared to 1993, while Kuppenheimer's proportionate
percentage declined; as gross margins are lower in the Men's Apparel Group
compared to Kuppenheimer (along with a lower selling, administrative and
occupancy expense ratio to sales), this mix change represented the principal
factor causing the lower gross margin percentage to sales. The Men's Apparel
Group gross margin rate was slightly lower while Kuppenheimer improved slightly.
Gross margins in the women's businesses declined, principally attributable to
International Women's Apparel. Consolidated selling, administrative and
occupancy expenses declined $4.9 million to $48.8 million and represented 29.8%
of sales compared to 31.2% last year. The lower percentage to sales reflected
in part the greater proportion of Men's Apparel Group sales to total sales.
Kuppenheimer achieved both a dollar decrease in operating expenses and a reduced
percentage to sales, reflecting the major expense reduction programs undertaken
in the past two years. In the women's businesses, expenses and the percentage
to sales ratio were each slightly favorable to 1993. Interest expense declined
$.5 million to $5.5 million, primarily attributable to lower average borrowings;
interest expense included amortization of financing fees of $.5 million in each
period. The consolidated loss for 1994 before extraordinary charge was $3.1
million or $.10 per share compared to a net loss of $3.5 million or $.11 per
share in 1993. An extraordinary charge of $3.9 million or $.12 per share was
recorded in 1994 associated with the early repayment of loans in connection with
the Company's debt refinancing.
11
<PAGE>
Earnings before interest, taxes and depreciation ("EBITDA") were $5.3 million in
1994 compared to $6.2 million in 1993. Earnings before interest expense and
taxes ("EBIT") were $2.2 million in 1994 compared to $2.5 million last year;
however, EBITDA improved $.3 million compared to 1993 and EBIT improved $.9
million after considering the effect of the lower sales to HSSI, results of the
Kuppenheimer stores that have been closed and the disposition of the uniform
business.
Six Months 1994 Compared to Six Months 1993
- - -------------------------------------------
First half consolidated sales were $341.9 million compared to $358.8 million in
1993. Revenues increased approximately $8 million in 1994 compared to 1993
after considering the closing of under-performing Kuppenheimer stores, the
reduction in sales to HSSI and the disposition of a non-core uniform business.
Sales to HSSI for the six months declined to $13 million in 1994 from $22
million in 1993. Revenues in the continuing Men's Apparel Group businesses,
excluding the sales with HSSI increased approximately 5%. Kuppenheimer sales
declined approximately 21%, attributable to fewer stores and a 6% decrease in
comparable store sales. Year-to-date sales in the women's businesses were flat,
as the increase at Barrie Pace was offset by a decline at International Women's
Apparel.
The consolidated gross margin percentage to sales was 29.1% compared to 30.4%
last year with the decrease principally attributable to the greater proportion
of Men's Apparel Group sales and declining percentage of Kuppenheimer sales, as
described previously. The Men's Apparel Group and Kuppenheimer gross margin
rates were approximately the same as 1993. Gross margins in the women's
businesses declined, principally at International Women's Apparel. Selling,
administrative and occupancy expenses declined $8.1 million to $96.1 million and
represented 28.1% of sales compared to 29.0% last year. The lower percentage to
sales reflected in part the greater proportion of Men's Apparel Group sales to
total sales. The Men's Apparel Group and Kuppenheimer each achieved dollar
decreases in operating expenses and a lower expense ratio to sales, reflecting
operating expense reductions undertaken in the past two years. The ratio in the
women's business increased, attributable to Barrie Pace from additional catalogs
distributed. Interest expense declined $1.1 million to $10.6 million, primarily
attributable to lower average borrowings; interest expense included amortization
of financing fees of $1.0 million in 1994 and $.9 million in 1993. The loss
before extraordinary charge was $3.8 million or $.12 per share in 1994 compared
to $4.7 million or $.15 per share in 1993. The net loss after the 1994
extraordinary change was $7.7 million or $.24 per share.
EBITDA was $12.8 million compared to $14.7 million last year and EBIT was $6.6
million in 1994 compared to $7.0 million in 1993. After considering the effect
of lower sales to HSSI, sales of the closed Kuppenheimer stores and disposition
of a non-core uniform business, EBITDA was approximately the same as the six
month period of 1993 and EBIT improved by approximately $1.5 million.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In connection with the Chapter 11 bankruptcy proceedings, proceedings in
the Circuit Court of Cook County, Illinois and related federal court proceedings
involving HSSI, HSSA Group, Ltd. ("HSSA") and Maurice L. Rothschild & Co.
("MLR") described in the Company's Annual Report on Form 10-K for the year ended
November 30, 1993, and Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994, the Company, HSSI, HSSA and MLR have agreed, under certain
conditions, to forebear from prosecuting their claims in such proceedings until
August 31, 1994 in order to facilitate discussions regarding a possible
consensual resolution of such matters. The agreement may be terminated by any
party upon ten days written notice and there can be no assurance that any such
resolution will result from such discussions.
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
The annual meeting of the stockholders of the Registrant was held on April
14, 1994. The Directors listed in the Registrant's Proxy Statement for the
Annual Meeting of Stockholders dated February 28, 1994 were elected for one year
terms with voting for each as follows:
<TABLE>
<CAPTION>
Director For Abstentions
-------- ---------- -----------
<S> <C> <C>
A. Robert Abboud 28,948,864 881,986
Letitia Baldrige 29,158,828 672,022
Jeffrey A. Cole 29,236,930 593,920
Raymond F. Farley 29,218,785 612,065
Elbert O. Hand 29,166,313 664,537
Donald P. Jacobs 29,196,422 634,428
Miles L. Marsh 29,265,111 565,739
Charles Marshall 29,239,979 590,871
Charles K. Olson 29,182,273 648,577
Talat M. Othman 29,185,290 645,560
Homi B. Patel 29,206,686 624,164
Stuart L. Scott 29,175,486 655,364
Sam F. Segnar 29,210,470 620,380
</TABLE>
The reappointment of Price Waterhouse as independent auditors was ratified with
29,519,541 shares for, 136,430 shares opposed and 174,879 shares abstaining.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -- none
(b) No reports on Form 8-K were filed during the second quarter of 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HARTMARX CORPORATION
July 14, 1994 By: WALLACE L. RUECKEL
------------------------------
Wallace L. Rueckel
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 14, 1994 By: GLENN R. MORGAN
------------------------------
Glenn R. Morgan
Senior Vice President and
Controller
(Principal Accounting Officer)
14
