<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
HARTMARX CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended November 30, 1993 on Form 10-K as set forth in the pages attached hereto:
Item 14(a) is being amended to include the following
Exhibits:
Number Description
------ -----------
99 The information required by form 11-K for 1993 for The Hartmarx
Savings-Investment Plan (the Plan) (Commission Files Nos.
2-32692, 2-44774, 2-53426, 2-64613, 2-83433, 33-6194 and
33-42202), including the following Plan financial statements:
Index to Financial Statements
Report of Independent Accountants.
Statement of Assets, Liabilities and Plan
Equity at December 31, 1993 and 1992.
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1993.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment at December 31,
1993 (Schedule I).
Reportable Transactions - Series of
Security Transactions (Schedule II).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARTMARX CORPORATION
--------------------
(Registrant)
Date: June 27, 1994 By: GLENN R. MORGAN
----------------------------
Glenn R. Morgan
Senior Vice President and
Controller, Chief
Accounting Officer
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1993 AND 1992
--------------------------
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Assets, Liabilities and Plan
Equity at December 31, 1993 and 1992 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31,
1993 3
Notes to Financial Statements 4-15
</TABLE>
Supplementary schedules:
Assets Held for Investment at December 31, 1993 (Schedule I)
Reportable Transactions - Series of Security Transactions (Schedule II)
The information in Schedules I and II is based on information certified by
Vanguard Fiduciary Trust Company, custodian of the investment assets of The
Hartmarx Savings-Investment Plan, or by Continental Bank, N.A., trustee of The
Hartmarx Savings-Investment Plan.
Schedules not included as supplemental data have been omitted because they are
not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 24, 1994
To the Participants of The Hartmarx Savings-Investment Plan
and the Board of Directors of Hartmarx Corporation
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of The
Hartmarx Savings-Investment Plan at December 31, 1993 and 1992, and the results
of its operations and the changes in its plan equity for the year ended
December 31, 1993, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the management of Hartmarx
Corporation; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE
Chicago, Illinois
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
STATEMENT OF ASSETS, LIABILITIES AND PLAN EQUITY
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
ASSETS:
Investments (Notes 6 and 7):
Hartmarx Corporation common
stock at market value......... $11,989,369 $12,980,469
Vanguard Mutual Funds:
GNMA Portfolio................ 6,301,616 8,205,918
Money Market Reserve - Prime
Portfolio................... 548,575 736,341
Index 500 Portfolio........... 2,609,505 1,998,343
STAR Fund Portfolio........... 3,484,079 2,329,448
Vanguard Variable Rate
Investment Contract Trust..... 6,490,696 6,620,807
Unallocated deposit
administration group annuity
insurance contracts........... 1,551,127 3,335,384
Loans to participants........... 1,182,360 1,413,395
----------- -----------
34,157,327 37,620,105
Due from Hartmarx Corporation:
Employee contributions.......... 512,341 525,481
Employee loan repayments........ 46,764 70,686
Other........................... 74,523
Accrued investment income......... 317 1,572
Cash.............................. 1,504 1,506
----------- -----------
34,718,253 38,293,873
LIABILITIES:
Due to Hartmarx Corporation....... 112,068
Administrative expenses payable... 29,029 15,276
----------- -----------
TOTAL EQUITY $34,577,156 $38,278,597
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
Investment income:
Dividends on shares of registered
investment companies.............................. $ 696,173
Earnings from money market mutual
fund.............................................. 18,402
Earnings from Vanguard Investment
Contract Trust.................................... 418,107
Interest income.................................... 26,342
Interest income on participant loans............... 84,491
-----------
Total dividends, interest and earnings........... 1,243,515
Net gain on distributions of stock to
participants...................................... 507,564
Net gain on sales of investments................... 93,254
Unrealized appreciation of investments............. 1,357,844
-----------
Total income..................................... 3,202,177
Participants' contributions......................... 4,850,790
Administrative expenses............................. (30,349)
Distributions to participants....................... (5,582,551)
Distributions to other benefit provider for
participants (Note 5).............................. (6,141,508)
-----------
Net increase (decrease) in Plan equity.............. (3,701,441)
Plan equity:
Beginning of year.................................. 38,278,597
-----------
End of year........................................ $34,577,156
===========
See accompanying notes to financial statements.
3
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - Plan Description:
-------------------------
The Hartmarx Savings-Investment Plan ("Plan") is a defined contribution plan
available to employees of Hartmarx Corporation ("Hartmarx") and certain
subsidiary and affiliated companies (collectively with Hartmarx, the
"Employers") meeting specified requirements as to length of service and age and
who are not included in a collective bargaining unit having a labor agreement
providing retirement benefits. Eligible employees electing to participate in
the Plan also automatically participate in The Hartmarx Retirement Income Plan,
a noncontributory defined benefit plan, and, in the Hartmarx Employee Stock
Ownership Plan ("ESOP"), a trusteed employee stock ownership plan.
Participant Contributions:
-------------------------
Participants may contribute from 1% to 16% (in whole percentages) of their
annual earnings through regular payroll deductions. The first 6% of earnings
contributed are considered "matched" contributions and determine the Employer
contributions as described below. Contributions in excess of 6% of earnings
are considered "voluntary" contributions and are not matched with any Employer
contributions. At the election of the participant, participant contributions
in excess of 1% of earnings may be made on a pre-tax basis under Section 401(k)
of the Internal Revenue Code ("Code") (to a statutory limit of $8,994 in 1993),
or on an after-tax basis; the first 1% of participant earnings contributed are
on an after-tax basis. Under certain circumstances provided for by Internal
Revenue Service regulations, participant contributions on both pre-tax and
after-tax bases may be further limited. Participants may change or cease
contributions without withdrawing from the Plan as participants.
Employer Contributions:
----------------------
Employer contributions are made to the ESOP. During 1993, the Employers
contribution was 25% of the first 1% of each participant's earnings withheld as
matched contributions and 5% of all other matched participant contributions.
Employer contributions are also subject to maximum limits set by the Code and
incorporated in the Plan and the ESOP. Employer contributions to the ESOP for
the 1993 Plan year aggregated $1,263,215.
Vesting:
-------
Participants are fully vested in their contributions to the Plan and related
earnings at all times. Participants become 33-1/3% vested in Employer
contributions and related earnings after three complete years of service,
66-2/3% vested after four complete years and 100% vested after five years of
service. Participants also become fully vested in Employer contributions and
related earnings at the earlier of (1) death; (2) reaching age 65; or, (3) upon
the occurrence of certain specified events deemed to be a change in control of
Hartmarx. Vesting in ESOP Employer contribution accounts and related earnings
is generally on the same basis as for the Plan.
4
<PAGE>
For participants who terminate employment with an Employer, nonvested
Employer contributions and related earnings are forfeited if the participant
incurs five consecutive one year breaks in service. Forfeitures can be applied
to reduce Employer contributions for the Plan year or can be applied to pay
administrative costs of the Plan. To the extent forfeitures during a Plan year
exceed Employer contributions and Plan administrative costs, the excess can be
applied to reduce Employer contributions or pay administrative costs for the
next Plan year.
At December 31, 1993, the balance of nonvested Employer contributions and
related earnings of terminated participants who had not incurred five
consecutive one year breaks in service and unapplied forfeitures aggregated the
equivalent of 21,813 shares of Hartmarx common stock with a market value of
$152,694.
There are no priorities for distribution of assets upon termination of the
Plan. If the Plan were terminated, participants would become fully vested in
their account balances, including participant and Employer contributions and
related earnings, and former participants who had not incurred five consecutive
one year breaks in service would become fully vested in the balances of
nonvested Employer contributions and related earnings.
Administrative Expenses:
-----------------------
Direct administrative expenses consist of trustee, recordkeeping and auditing
fees. The Plan provides that administrative expenses, within certain limits,
may be paid from forfeitures of nonvested Employer contributions and related
earnings. Any administrative expenses not paid by the Plan are payable by
Hartmarx. The Plan incurred administrative expenses of $30,349 during 1993.
Hartmarx incurred direct administrative expenses of $128,037 on behalf of the
Plan during 1993.
Participant Loans:
-----------------
Participants may borrow, within percentage and dollar limits specified by the
Code and the Plan, that portion of their account attributable to participant
contributions and related earnings for hardship or other reasons. Loans are
repayable over periods of one to five years (usually through payroll
deduction), with the exception that a loan to purchase a primary residence may
be repaid over a term as long as 15 years. Interest is charged at a rate which
exceeds the prime rate at the inception of the loan. At December 31, 1993, the
rate was 1% over the prime rate. Interest and principal payments are credited
directly to the borrowing participant's accounts according to the funds
selected for current contributions.
A participant receiving a loan is charged a loan origination fee of $30 and an
annual administration fee of $10, which is deducted from the participant's
account in each year the loan is outstanding.
Distributions and Withdrawals:
-----------------------------
Vested account balances are generally distributed upon the participant's
retirement, termination of employment, disability or death. Participants may
also receive vested account balances while remaining employed by an Employer
upon withdrawal from the Plan, but withdrawals for participants under age
59-1/2 are limited to vested Employer contributions and after-tax participant
contributions. Distributions and withdrawals are normally made in cash, except
that a participant may elect to receive distributions and certain withdrawals
from the Hartmarx Stock Fund and the ESOP in the form of shares of Hartmarx
common stock.
5
<PAGE>
NOTE 2 - Significant Accounting Policies:
----------------------------------------
The financial statements of the Plan are prepared using the accrual basis of
accounting.
Investments in publicly-traded securities and in mutual funds are carried at
quoted market value based on published quoted prices in active markets.
Investments in deposit administration group annuity insurance contracts and the
Vanguard Variable Rate Investment Contract Trust are carried at estimated fair
value based on cost plus interest accrued primarily at contract rates. Loans
to participants represent the unpaid principal balances. Income from
investments is recorded as earned.
NOTE 3 - Investment Programs:
----------------------------
The following investment options were available:
Vanguard Mutual Funds:
Money Market Reserves - Prime Portfolio, a money market mutual fund
investing in high-quality money market instruments maturing in one year
or less.
STAR Fund, a balanced fund which invests 60%-70% of its assets in four
Vanguard equity funds, with the remaining assets invested in three
Vanguard fixed-income portfolios.
Index Trust - 500 Portfolio, a growth and income fund which invests in all
of the stocks included in the Standard & Poor's 500 index.
Fixed Income Securities Fund, GNMA Portfolio, an income fund which invests
in Government National Mortgage Association certificates.
Hartmarx GIC Fund, an investment contract fund which is invested in contracts
held by the Plan prior to November 1, 1991 and in the Vanguard Investment
Contract Trust, which primarily holds contracts issued by insurance
companies and banks.
Hartmarx Stock Fund, which primarily invests in Hartmarx common stock.
Participant contributions and earnings thereon are credited to participant
accounts in the form of equivalent shares of Hartmarx common stock at 90%
of the average trading prices as reported in the New York Stock Exchange-
Composite Transaction quotations on the date the shares are purchased or
deemed to be purchased by the Plan. While the Plan may purchase Hartmarx
common stock either directly from Hartmarx or in the open market, shares
required beyond those shares in the accounts of withdrawing and
transferring participants have been purchased from Hartmarx at the 90% of
average trading prices credited to participant accounts.
A participant may select more than one investment option. Participants may
change investment options and transfer previously contributed balances as often
as once a month.
6
<PAGE>
Participants are assigned units in each investment program fund. A summary of
units and unit values for each fund is as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
---------------------- ----------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Hartmarx Stock Fund 1,242,957 $ 9.70 1,471,399 $ 8.87
VFIS GNMA Portfolio Fund 607,678 $10.37 787,516 $10.42
Hartmarx GIC Fund 8,041,824 $ 1.00 9,941,198 $ 1.00
Vanguard Money Market Prime Fund 370,765 $ 1.00 735,424 $ 1.00
Vanguard Index 500 Fund 59,537 $43.83 48,776 $40.97
Vanguard STAR Fund 259,812 $13.41 180,858 $12.88
</TABLE>
Unit values are based primarily on investment assets of each fund, net of
liabilities due Hartmarx but do not include employee contributions and loan
repayment receivable and expenses payable.
With the exception of the Hartmarx GIC Fund and the Loan Fund, the market value
of the investments of each Fund (Hartmarx stock or mutual funds) are published
for each business day, and changes in the market value produce similar changes
in the unit values of each Fund. The unit value of the Hartmarx GIC Fund is
updated and made available to participants monthly by Vanguard based on changes
in the value of the Fund's investments.
NOTE 4 - Taxes:
- - - --------------
The Plan is intended to be a qualified employee benefit plan under Section
401(a) of the Internal Revenue Code, exempt from federal income tax, with
participants not being subject to tax on Employer contributions or earnings of
the Trust prior to receiving benefits under the Plan. On February 12, 1988,
the Internal Revenue Service issued a favorable determination letter with
respect to the qualified status of the Plan in connection with amendments which
became effective July 1, 1988. The Plan has been amended since receiving the
determination letter. The Plan Administrator and the Plan's counsel believe
that the Plan is designed and is being operated in compliance with the
applicable requirements of the Internal Revenue Code. Accordingly, the Plan
administrator believes a provision for federal income taxes in the accompanying
financial statements is not required.
NOTE 5 - Discontinuation of Participation:
- - - -----------------------------------------
Pursuant to a stock purchase agreement dated as of September 18, 1992, Hartmarx
Corporation sold all of the outstanding shares of common stock of Hartmarx
Specialty Stores, Inc. (HSSI), an Employer. HSSI ceased being a participating
Employer in the Plan as of that date. During 1993, the Plan transferred assets
representing account balances of HSSI employees, which aggregated $6,141,508,
to the trustee of a separate defined contribution plan for employees of HSSI.
7
<PAGE>
NOTE 6 - Investment Information:
- - - -------------------------------
The following summarizes the Plan's investments at December 31, 1993 and 1992:
<TABLE>
<CAPTION>
1993
--------------------------
Shares, units Fair
or cost value
------------- -----------
<S> <C> <C>
At quoted market value:
Hartmarx Corporation Common Stock....... 1,712,767 $11,989,369
Vanguard Mutual Funds:
VFIS-GNMA Portfolio.................... 607,678 6,301,616
Money Market Reserves Prime Portfolio.. 548,575 548,575
Index Trust-500 Portfolio.............. 59,537 2,609,505
STAR Fund.............................. 259,812 3,484,079
-----------
24,933,144
-----------
At estimated fair value:
Vanguard Variable Rate Investment
Contract Trust......................... $6,490,696 6,490,696
Unallocated group annuity
insurance contract:
The Mutual Benefit Life Insurance Co... $1,551,127 1,551,127
Loans to participants................... $1,182,360 1,182,360
-----------
9,224,183
-----------
Total investments..................... $34,157,327
===========
1992
--------------------------
At quoted market value:
Hartmarx Corporation Common Stock....... 2,036,152 $12,980,469
Vanguard Mutual Funds:
VFIS-GNMA Portfolio.................... 787,516 8,205,918
Money Market Reserves Prime Portfolio.. 736,341 736,341
Index Trust-500 Portfolio.............. 48,776 1,998,343
STAR Fund.............................. 180,858 2,329,448
-----------
26,250,519
-----------
At estimated fair value:
Vanguard Variable Rate
Investment Contract Trust.............. $ 6,620,807 6,620,807
Unallocated group annuity
insurance contracts:
John Hancock Mutual Life Insurance Co.. $ 1,810,599 1,810,599
The Mutual Benefit Life Insurance Co... $ 1,524,785 1,524,785
Loans to participants................... $ 1,413,395 1,413,395
-----------
11,369,586
-----------
Total investments..................... $37,620,105
===========
</TABLE>
8
<PAGE>
The contract with The Mutual Benefit Life Insurance Company ("Mutual"), was
entered into on July 1, 1985, and was a seven year single deposit contract
which earned interest at a stated annual yield of 12.43%, payable annually.
Mutual was placed into rehabilitation by the New Jersey Superior Court on July
16, 1991, and as a result, payments under the contract with Mutual were
temporarily frozen. A rehabilitation plan was confirmed by the Court on
November 10, 1993. The rehabilitation plan being implemented involves the
transfer of Mutual's assets to MBL Life Assurance Corporation, which will issue
restructured investment contracts to replace Mutual contracts to
contractholders electing to participate in the rehabilitation plan. Under the
terms of the rehabilitation plan for contractholders electing to receive
restructured contracts, interest will accrue at the original contract rate
through December 31, 1991 and at annual rates of 5.75% and 5.25% for the years
ended December 31, 1992 and 1993, respectively. The actual interest rate,
subject to the minimum rate of 3.5%, will be based on investment results during
the rehabilitation period which ends December 31, 1999. Under the
rehabilitation plan, annual payments to the Plan are limited to approximately
1.5% of the amount owed to the Plan; greater withdrawals would be subject to
penalties of up to 45% of the balance withdrawn.
As the interest rates for 1992 and 1993 for the restructured investment
contracts were not announced or confirmed by December 31, 1993, the December
31, 1993 carrying value of the investment contract with Mutual is recorded at
the original investment principal and accrued unpaid interest at the contract
rate for the period from July 1, 1991 through December 31, 1991, and the
minimum interest rate of 3.5% for 1992 and 1993, less payments received during
1992 and 1993. During the period that payments from Mutual are restricted, the
Plan is funding participant withdrawals and transfers from other, more liquid
investments of the Hartmarx GIC Fund.
Total appreciation (depreciation) in fair value of investments during 1993 is
as follows:
<TABLE>
<CAPTION>
Hartmarx Stock Fund
-------------------
<S> <C>
Net loss on cost on distributions of stock
to participants and other benefit provider $(1,710,726)
Less: Unrealized losses based on cost
reported in prior periods 2,218,290
----------
Net gain on distributions of stock 507,564
Net gain on sales of investments 8,747
Unrealized appreciation of investments 1,225,696
----------
Net appreciation in fair value of investments $1,742,007
==========
VFIS - GNMA Portfolio
---------------------
Net gain (loss) on sales of investments $ 19,825
Unrealized appreciation (depreciation) of
investments (37,198)
----------
Net appreciation (depreciation) in fair
value of investments $ (17,373)
==========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Index 500 Fund
--------------
<S> <C>
Net gain on sales of investments $ 28,473
Unrealized appreciation of investments 125,180
--------
Net appreciation in fair value
of investments $153,653
========
STAR Fund
---------
Net gain on sales of investments $ 36,209
Unrealized appreciation of investments 44,166
--------
Net appreciation in fair value
of investments $ 80,375
========
</TABLE>
The net gain (loss) on sales of investments of the Hartmarx Stock Fund, VFIS-
GNMA Portfolio, Index 500 Fund and STAR Fund represents the difference between
(a) the amounts realized on the sale of the investments and (b) the market
value of the investments at the later of the beginning of the Plan year or the
date of acquisition.
The $1,710,726 net loss on distributions of stock of the Hartmarx Stock Fund in
1993 represents the difference between (a) the market value of shares of
Hartmarx common stock (on the effective date of the election to withdraw)
distributed to withdrawing participant accounts and (b) the average cost of
such shares.
NOTE 7 - Fund Information:
-------------------------
The financial position of the funds comprising the Plan as of December 31, 1993
and 1992 is as follows:
<TABLE>
<CAPTION>
Hartmarx Stock Fund
-------------------
1993 1992
------ ------
<S> <C> <C>
ASSETS:
Investments:
Hartmarx Corporation common
stock at market value............. $11,989,369 $12,980,469
Vanguard Mutual Funds:
Money Market Reserve - Prime
Portfolio....................... 177,810 917
----------- -----------
12,167,179 12,981,386
Due from Hartmarx Corporation:
Employee contributions.............. 162,611 170,653
Employee loan repayments............ 16,092 20,807
Other............................... 74,523
Accrued investment income............. 317 305
Cash.................................. 1,255 1,257
----------- -----------
12,347,454 13,248,931
LIABILITIES:
Due to Hartmarx Corporation........... 112,068
Administrative expenses payable....... 29,029 15,276
----------- -----------
TOTAL EQUITY $12,206,357 $13,233,655
=========== ===========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
VFIS GNMA Fund
-------------------------
1993 1992
---------- -----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Mutual Funds:
GNMA Portfolio....................... $6,301,616 $ 8,205,918
---------- -----------
6,301,616 8,205,918
Due from Hartmarx Corporation:
Employee contributions................ 73,491 94,646
Employee loan repayments.............. 9,516 10,685
Accrued investment income.............. 1,267
Cash................................... 6 6
---------- -----------
6,384,629 8,312,522
LIABILITIES:
TOTAL EQUITY ---------- -----------
$6,384,629 $ 8,312,522
========== ===========
Hartmarx GIC Fund
-------------------------
1993 1992
---------- -----------
ASSETS:
Investments:
Vanguard Variable Rate
Investment Contract Trust............ $6,490,696 $ 6,620,807
Unallocated deposit
administration group annuity
insurance contracts.................. 1,551,127 3,335,384
---------- -----------
8,041,823 9,956,191
Due from Hartmarx Corporation:
Employee contributions................ 85,654 86,839
Employee loan repayments.............. 10,095 14,431
Cash................................... 243 243
---------- -----------
8,137,815 10,057,704
LIABILITIES:
---------- -----------
TOTAL EQUITY $8,137,815 $10,057,704
========== ===========
VMMR Prime Fund
-------------------------
1993 1992
---------- -----------
ASSETS:
Investments:
Vanguard Mutual Funds:
Money Market Reserve - Prime
Portfolio......................... $ 370,765 $ 735,424
---------- -----------
370,765 735,424
Due from Hartmarx Corporation:
Employee contributions................ 9,764 10,869
Employee loan repayments.............. 826 970
---------- -----------
381,355 747,263
LIABILITIES:
---------- -----------
TOTAL EQUITY $ 381,355 $ 747,263
========== ===========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Index 500 Fund
--------------------------
1993 1992
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Mutual Funds:
Index 500 Portfolio......... $2,609,505 $1,998,343
---------- ----------
2,609,505 1,998,343
Due from Hartmarx Corporation:
Employee contributions........ 77,316 73,305
Employee loan repayments...... 4,463 4,762
---------- ----------
2,691,284 2,076,410
LIABILITIES:
---------- ----------
TOTAL EQUITY $2,691,284 $2,076,410
========== ==========
STAR Fund
--------------------------
1993 1992
---------- ----------
ASSETS:
Investments:
Vanguard Mutual Funds:
STAR Fund Portfolio......... $3,484,079 $2,329,448
---------- ----------
3,484,079 2,329,448
Due from Hartmarx Corporation:
Employee contributions........ 103,505 89,169
Employee loan repayments...... 5,772 19,031
---------- ----------
3,593,356 2,437,648
LIABILITIES:
---------- ----------
TOTAL EQUITY $3,593,356 $2,437,648
========== ==========
Loan Fund
--------------------------
1993 1992
---------- ----------
ASSETS:
Investments:
Loans to participants......... $1,182,360 $1,413,395
---------- ----------
1,182,360 1,413,395
LIABILITIES:
---------- ----------
TOTAL EQUITY $1,182,360 $1,413,395
========== ==========
</TABLE>
12
<PAGE>
Income and changes in the equity of the funds comprising the Plan for the year
ended December 31, 1993 is as follows:
<TABLE>
<CAPTION>
Hartmarx VFIS Hartmarx
Stock GNMA GIC
Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Dividends on shares of registered
investment companies.............. $ $ 426,053 $
Earnings from money market
mutual fund....................... 4,644
Earnings from Vanguard Investment
Contract Trust.................... 418,107
Interest income..................... 26,342
----------- ----------- -----------
Total dividends, interest, and
earnings........................ 4,644 426,053 444,449
Net gain on distributions of stock
to participants................... 507,564
Net gain on sales of investments.... 8,747 19,825
Unrealized appreciation
(depreciation) of investments..... 1,225,696 (37,198)
----------- ----------- -----------
Total income................... 1,746,651 408,680 444,449
Participants' contributions........... 1,502,247 863,567 882,132
Transfers - loan withdrawals.......... (213,680) (190,886) (147,660)
Transfers - loan repayments........... 189,626 129,314 125,698
Transfers - among investment
funds, net.......................... 237,367 (836,872) 47,271
Administrative expenses............... (29,029) (1,060)
Distributions to participants......... (1,338,552) (1,339,915) (1,871,252)
Distributions to other benefit
provider for participants........... (3,121,928) (960,721) (1,400,527)
----------- ----------- -----------
Net increase (decrease) in fund
equity.............................. (1,027,298) (1,927,893) (1,919,889)
Fund equity:
Beginning of year................... 13,233,655 8,312,522 10,057,704
----------- ----------- -----------
End of year......................... $12,206,357 $ 6,384,629 $ 8,137,815
=========== =========== ===========
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
VMMR Index
Prime 500
Fund Fund
--------- ----------
<S> <C> <C>
Investment income:
Dividends on shares of registered
investment companies.................. $ $ 64,384
Earnings from money market
mutual fund........................... 13,758
--------- ----------
Total dividends, interest and
earnings............................ 13,758 64,384
Net gain on sales of investments........ 28,473
Unrealized appreciation
of investments........................ 125,180
--------- ----------
Total income........................ 13,758 218,037
Participants' contributions............... 116,920 680,585
Transfers - loan withdrawals.............. (12,532) (48,527)
Transfers - loan repayments............... 43,494 47,725
Transfers - among investment funds, net... (368,168) 212,600
Administrative expenses................... (70) (60)
Distributions to participants............. (142,678) (316,317)
Distributions to other benefit
provider for participants............... (16,632) (179,169)
--------- ----------
Net increase (decrease) in fund
equity.................................. (365,908) 614,874
Fund equity:
Beginning of year....................... 747,263 2,076,410
--------- ----------
End of year............................. $ 381,355 $2,691,284
========= ==========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
STAR Loan
Fund Fund
---------- ----------
<S> <C> <C>
Investment income:
Dividends on shares of registered
investment companies.................. $ 205,736 $
Interest income on participant loans.... 84,491
---------- ----------
Total dividends, interest and
earnings............................ 205,736 84,491
Net gain on sales of investments.......... 36,209
Unrealized appreciation
of investments.......................... 44,166
---------- ----------
Total income........................ 286,111 84,491
Participants' contributions............... 805,339
Transfers - loan withdrawals.............. (45,140) 658,425
Transfers - loan repayments............... 71,397 (607,254)
Transfers - among investment funds, net... 707,802
Administrative expenses................... (130)
Distributions to participants............. (438,176) (135,661)
Distributions to other benefit
provider for participants............... (231,495) (231,036)
---------- ----------
Net increase (decrease) in fund
equity.................................. 1,155,708 (231,035)
Fund equity:
Beginning of year....................... 2,437,648 1,413,395
---------- ----------
End of year............................. $3,593,356 $1,182,360
========== ==========
</TABLE>
15
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-42202) of
Hartmarx Corporation of our report dated June 24, 1994 appearing on page 1 of
Exhibit 99 to the 1993 Annual Report on Form 10-K of Hartmarx Corporation,
as filed with this Form 10-K/A.
PRICE WATERHOUSE
Chicago, Illinois
June 27, 1994
<PAGE>
Schedule I
-------------
(Page 1 of 2)
THE HARTMARX SAVINGS INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
ITEM - 27A
----------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
--------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION RATE MATURITY PAR VALUE COST CURRENT
DATE VALUE
<S> <C> <C> <C> <C> <C>
Line 31c(9)(b)
- - - --------------
Loans to Participants 7-12% $ 1.00 $ 1,182,360 $ 1,182,360
=========== ===========
Line 31c(11)
- - - ------------
Vanguard Variable Rate
Investment Contract
Trust (6,490,696 shares) $ 1.00 $ 6,490,696 $ 6,490,696
=========== ===========
Line 31c(15)
- - - ------------
Vanguard Money Market
Reserves - Prime
Portfolio
(548,575 shares) $ 1.00 $ 548,575 $ 548,575
Vanguard Mutual Fund -
VFIS-GNMA Portfolio
(607,678 shares) $10.37 $ 6,269,917 $ 6,301,616
Index Trust - 500
Portfolio
(59,537 shares) $43.83 $ 2,422,515 $ 2,609,505
STAR Fund
(259,812 shares) $13.41 $ 3,403,878 $ 3,484,079
----------- -----------
$12,644,885 $12,943,775
=========== ===========
</TABLE>
<PAGE>
Schedule I
-------------
(Page 2 of 2)
THE HARTMARX SAVINGS INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
ITEM - 27A
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
--------------------
SECURITY DESCRIPTION RATE MATURITY PAR VALUE COST CURRENT
DATE VALUE
Line 31c(16)
------------
The Mutual Benefit
Life Ins. Co.
GA4690 #3.5 07/01/1992 1,551,127 1,551,127
----------- -----------
$ 1,551,127 $ 1,551,127
=========== ===========
Line 31d(1)
-----------
*Hartmarx Corporation
Common Stock
(1,712,767 shares) $17,482,838 $11,989,369
=========== ===========
# - See Note 6 to financial statements for further information.
* - Party in interest to the Plan.
<PAGE>
<TABLE>
<CAPTION>
Schedule II
-----------
(Page 1 of 1)
THE HARTMARX SAVINGS INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
ITEM 27D - REPORTABLE TRANSACTIONS
SERIES OF SECURITY TRANSACTIONS EXCEEDING 5% OF PLAN ASSETS
1/1/93 THROUGH 12/31/93
Current
Value of
Asset On
Purchase Selling Cost of Transaction Net Gain
Identity of Issue Price Price Asset Date or (Loss)
- - - ----------------- -------- ------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Hartmarx Stock
Purchases 2,651,643 2,651,643 2,829,549 177,906
Sales 1,835,453 2,952,435 1,835,453 (1,116,982)
Hartmarx GIC Fund
Purchases 2,013,773 2,013,773 2,013,773 -0-
Sales 3,962,564 3,962,564 3,962,564 -0-
Vanguard GNMA
Portfolio
Purchases 1,669,094 1,669,094 1,669,094 -0-
Sales 3,556,024 3,489,356 3,556,024 66,668
Vanguard Index
500 Portfolio
Purchases 1,575,092 1,575,092 1,575,092 -0-
Sales 1,117,583 1,059,632 1,117,583 57,951
Vanguard STAR Fund
Purchases 2,384,648 2,384,648 2,384,648 -0-
Sales 1,310,391 1,261,541 1,310,391 48,850
</TABLE>
