<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HARTMARX CORPORATION
.............................................................................
(Name of Registrant as Specified In Its Charter)
GLENN R. MORGAN
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 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 transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: _/
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
......................................................
Notes:
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LOGO
----------------
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION
TO BE HELD APRIL 14, 1994
To the Stockholders of HARTMARX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HARTMARX
CORPORATION will be held at 1680 East Touhy Avenue, Des Plaines, Illinois, on
Thursday, April 14, 1994, at 11:00 A. M. for the following purposes:
(1)To elect Directors of the Corporation.
(2)To consider ratifying the appointment of independent auditors.
(3)To transact such other business as may properly come before the meeting.
The Board of Directors has fixed February 16, 1994, as the record date for
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting.
In order that the shares of the Corporation may be represented as fully as
possible at the Annual Meeting, every stockholder is requested to vote, date,
sign and mail the enclosed Proxy as early as practicable, in the accompanying
postage-paid envelope addressed to Glenn R. Morgan, Assistant Secretary,
HARTMARX CORPORATION, 101 North Wacker Drive, Chicago, Illinois 60606. If you
also attend the Annual Meeting, you will have the opportunity to vote your
shares in person instead of having the Proxy counted.
A complete list of the stockholders entitled to vote at the Annual Meeting,
showing the address and number of shares registered in the name of each
stockholder, may be examined by any stockholder, for any purpose germane to the
meeting, during regular business hours between April 1, 1994 and April 14,
1994, at the office of Mrs. Kay C. Nalbach, Assistant Secretary of the
Corporation, 101 North Wacker Drive, Chicago, Illinois.
A Proxy Statement with respect to the Annual Meeting is attached hereto. The
Annual Report to Stockholders on Form 10-K for the fiscal year ended November
30, 1993, is enclosed herewith.
By Order of the Board of Directors
LOGO
GLENN R. MORGAN, Assistant Secretary
Chicago, Illinois
February 28, 1994
<PAGE>
LOGO
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION
TO BE HELD APRIL 14, 1994
The Common Stock of HARTMARX CORPORATION (the "Corporation") is the only
security entitled to vote at the meeting. On February 16, 1994, the record date
for determining the stockholders entitled to vote at the meeting, the
Corporation had 31,997,182 shares of outstanding Common Stock, each share
entitled to one vote, held by approximately 7,400 stockholders (estimated by
adding the number of registered holders furnished by the Corporation's
registrar and the number of participants in the Hartmarx Employee Stock
Ownership Plan). All shares represented by valid Proxies received pursuant to
this solicitation will be voted, if the Proxies are not revoked prior thereto.
Any stockholder may revoke a Proxy at any time prior to the voting by
delivering to the Corporation's Assistant Secretary a signed notice specifying
the number of shares and clearly identifying the Proxy to be revoked or by
attending the Annual Meeting and voting in person by written ballot. The
Corporation's principal executive offices are located at 101 North Wacker
Drive, Chicago, Illinois 60606, telephone 312/372-6300.
The enclosed Proxy is solicited by the Corporation's Board of Directors (the
"Board"). The cost of preparing and mailing the proxy material will be paid by
the Corporation. The approximate mailing date for this material is February 28,
1994. The Corporation will, upon request, reimburse brokers, banks and trust
companies for the costs incurred in mailing the proxy material to their
customers who are beneficial owners of Common Stock of the Corporation
registered in the names of such brokers, banks and trust companies or their
nominees. In addition to solicitation by mail, officers and regular employees
of the Corporation may solicit Proxies by telephone or telegram or in person,
but will receive no additional compensation for such activities.
Votes cast by proxy or in person at the meeting will be tabulated by the
inspectors of election appointed by the Board for the meeting. The affirmative
vote of a plurality of the shares represented at the meeting is required to
elect directors and the affirmative vote of a majority of such shares is
required to ratify the appointment of auditors. Abstentions and broker non-
votes are each included in the determination of shares present and voting, but
each is tabulated separately. Abstentions are counted as votes cast, while
broker non-votes are not counted in determining whether a proposal has been
approved.
ITEM (1)--ELECTION OF DIRECTORS
Votes will be cast pursuant to authority granted by the enclosed Proxy for
the election of the thirteen nominees named below as directors of the
Corporation. Each elected director's term of office will be for one year or
until a successor is duly elected and qualified. In the event any of these
nominees becomes unavailable for election for any reason, votes will be cast
pursuant to authority granted by the enclosed Proxy for such persons as may be
designated by the Board.
1
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The information shown below includes the principal business affiliations of
each nominee since 1989.
Shares
Held(1)
------
A. ROBERT ABBOUD, 64 - Director since 1974 22,669
(14,669)
Mr. Abboud is president of A. Robert Abboud and
Company, a private investment company. From April,
1988 to March, 1991, he was chairman and chief
executive officer of First City Bancorporation of
Texas, Inc. and its subsidiary, First City National
Bank of Houston. He is also a director of AAR
Corporation, First City Bancorporation of Texas, Inc.
and Inland Steel Company. (2)
LETITIA BALDRIGE, 68 - Director since 1986 13,579
(13,079)
Ms. Baldrige is a writer, public relations consultant
and president of Letitia Baldrige Enterprises, Inc.,
a management training company. She is also a director
of the Federal Home Loan Bank of Atlanta and Outlet
Communications, Inc.
JEFFREY A. COLE, 52 - Director since 1990 20,096
(17,596)
Mr. Cole is chairman, chief executive officer and a
director of Cole National Corporation, a specialty
retailer, having served as president, chief executive
officer and director prior to 1991. He is also a
director of American Consumer Products, Inc. and
Victoria Financial Corporation.
RAYMOND F. FARLEY, 69 - Director since 1981 46,096
(19,596)
Mr. Farley is retired as president and chief
executive officer of S. C. Johnson & Son, Inc. (SC
Johnson Wax). He served as president and chief
operating officer of SC Johnson Wax prior to
December, 1988. He is also a director of Johnson
Worldwide Associates, Inc., Kemper Corporation and
Snap-On Tools Corporation.
2
<PAGE>
Shares
Held(1)
------
ELBERT O. HAND, 54 - Director since 1984 127,157
(109,253)
Mr. Hand is chairman and chief executive officer of
HARTMARX CORPORATION. He was president and chief
operating officer from 1987 to 1992. He was also
president and chief executive officer of the
Corporations' Men's Apparel Group from 1982 to 1989.
DONALD P. JACOBS, 66 - Director since 1980 29,056
(21,661)
Mr. Jacobs is Dean of the J. L. Kellogg Graduate
School of Management and Professor of Finance at
Northwestern University. He is also a director of
Commonwealth Edison Company, First Chicago
Corporation and its subsidiary, The First National
Bank of Chicago, Pet Incorporated, UDC Homes, Inc.,
Unocal Corporation and Whitman Corporation.
MILES L. MARSH, 46 - Director since 1990 17,818
(16,318)
Mr. Marsh is chairman, chief executive officer and a
director of Pet Incorporated, a producer of specialty
foods. From 1989 to 1991 he served as president,
chief operating officer and a director of Whitman
Corporation, a diversified holding company. During
1989, he was president of General Foods USA, a
division of Philip Morris Companies, Inc., and
previously served as president, Operations &
Technology Group with Kraft, Inc. He is also a
director of Continental Bank Corporation and its
subsidiary, Continental Bank, N.A., Evanston Hospital
and Whirlpool Corporation.
CHARLES MARSHALL, 64 - Director since 1980 27,344
(13,079)
Mr. Marshall is retired as vice chairman of the board
and a director of American Telephone and Telegraph
Company, a communications company. He is also a
director of Ceridian Corporation, GATX Corporation,
Grumman Corp., Sonat, Inc., Sunstrand Corp. and
Zenith Electronics Corp.
CHARLES K. OLSON, 51 - Director since 1992 2,500
(2,500)
Mr. Olson is executive vice president and managing
director of Dearborn Financial, Inc., an investment
advisory and financial consulting firm. (3)
3
<PAGE>
Shares
Held(1)
------
TALAT M. OTHMAN, 57 - Director since 1992 5,417
(5,417)
Mr. Othman is chairman, chief executive officer and a
director of Dearborn Financial, Inc., an investment
advisory and financial consulting firm. He is also a
director of Banc One Wisconsin Corporation, Harken
Energy Corporation, Pathogenesis and Tejas Power
Corporation. (3)
HOMI B. PATEL, 44 - Director since 1994 97,964
(67,637)
Mr. Patel is President and Chief Operating Officer of
HARTMARX CORPORATION. He was group executive vice
president of the Men's Apparel Group in 1987,
president in 1990 and chairman and chief executive
officer in 1991. He is also a director of the
Amalgamated Life Insurance Co.
STUART L. SCOTT, 55 - Director since 1993 20,417
(5,417)
Mr. Scott is chairman and chief executive officer of
LaSalle Partners Limited, an international real
estate services firm. He was co-chairman from 1988 to
1993, and previously served in various executive
positions with LaSalle Partners. (4)
SAM F. SEGNAR, 66 - Director since 1981 21,433
(19,596)
Mr. Segnar is retired as chairman and chief executive
officer of Enron Corp., an integrated gas pipeline
company, and also former chairman of both Vista
Chemical Company, an integrated producer of commodity
and specialty chemicals, and Collecting Bank, N.A. He
is also a director of Gulf States Utilities Co.,
Mapco, Inc., Seagull Energy Corp., Textron, Inc. and
ProBank, N.A.
4
<PAGE>
- --------
(1) Shares listed include shares of Common Stock beneficially owned, directly
or indirectly, as of February 16, 1994 and shares which may be acquired
within 60 days through exercise of stock options (shown in parentheses
under "Shares Held"). Shares beneficially owned, directly or indirectly,
and shares which may be acquired within 60 days through the exercise of
stock options (shown in parentheses) by the Named Executive Officers
included in the Summary Compensation Table (other than Messrs. Hand and
Patel) are as follows: Mr. Stein, 74,945 (61,751); Mr. Rueckel, 6,000
(5,000); and, Mr. Morgan, 21,409 (9,125). No director or nominee
beneficially owns as much as 1% of the Corporation's Common Stock. All
directors and executive officers of the Corporation as a group (a total of
20 persons) beneficially own 616,453 shares of Common Stock (1.8% of all
outstanding shares), including 437,327 shares (1.3%) that they have rights
to acquire within 60 days through the exercise of stock options.
(2) On November 23, 1992, First City Bancorporation of Texas, Inc. ("First
City"), consented to an involuntary bankruptcy petition filed against it on
October 31, 1992, and the Bankruptcy Court entered an order permitting
First City to operate as a debtor-in-possession under Chapter 11 of the
Bankruptcy Code. In January, 1993, the FDIC announced the sale of 20 full
service First City "bridge banks" at a larger than expected economic
premium. On January 18, 1994, First City and the FDIC approved a term sheet
to form the basis of a to-be-negotiated definitive agreement reflecting
their preliminary understandings regarding settlement of the litigation
between First City and the banking regulators. The term sheet provides, in
part, that all depositors and proven creditors of the former First City
banks be paid in full, that the Bank Insurance Fund suffer no loss, and
that all surpluses in the First City bank receiverships be returned to
First City over time. An initial distribution of $200 million would be paid
to First City upon consummation of a plan of reorganization incorporating
the terms of the proposed settlement. A plan of reorganization is expected
to be filed with the bankruptcy court shortly.
(3) Messrs. Olson and Othman were elected, and are being nominated for
election, as directors pursuant to the provisions of a Stockholder's
Agreement entered into by the Corporation and Traco International, N.V.
("Traco"), in conjunction with Traco's December 31, 1992 acquisition of
5,714,286 shares of the Corporation's Common Stock at $5.25 per share
together with a currently exercisable warrant to purchase an additional
1,649,600 shares at $6.50 per share. In October and December, 1993, Traco
transferred 5,523,810 shares to Emerson Investment, Ltd. ("Emerson"), and
Emerson consented to be bound by the terms of the Stockholder's Agreement.
Dearborn Financial, Inc. is an affiliate of Traco and Emerson. On December
31, 1993, Traco granted Mr. Othman and Mr. Olson certain appreciation
rights in 100,000 and 50,000 shares, respectively, under Traco's
outstanding warrant. Messrs. Othman and Olson disclaim any beneficial
ownership of these securities (see "Ownership of Common Stock").
(4) Affiliates of LaSalle Partners Limited manage certain commercial real
estate in which subsidiaries of the Corporation lease offices and
showrooms, including the Corporation's principal executive offices. Mr.
Scott does not have a direct or indirect material interest in these
transactions.
Directors, officers and holders of more than 10% of the Corporation's Common
Stock are required to file reports of their transactions in the Corporation's
Common Stock with the Securities and Exchange Commission and the New York Stock
Exchange and to furnish copies of these reports to the Corporation. These
reports are to be filed within specified times after each reportable
transaction. During fiscal year 1993, Mr. Hand and Mr. Scott each made one late
filing with respect to a reportable transaction.
The Board held four regular meetings, one of which was the annual meeting,
and four special meetings in fiscal 1993. Mr. Cole missed two Board meetings
and one committee meeting and Mr. Jacobs missed two Board meetings and three
committee meetings; all other directors attended at least 75% of Board and
committee meetings. Board committees are reconstituted annually at the Annual
Meeting of the Board immediately following the Annual Meeting of Stockholders.
The Audit Committee now consists of Mr. Farley, chairman, Ms. Baldrige, Mr.
Cole, Mr. Jacobs, Mr. Marsh, Mr. Olson, Mr. Scott and Mr. Segnar. It met three
times in fiscal 1993. It maintains communications between the directors and
independent auditors and assists the Board with its responsibilities relating
to
5
<PAGE>
corporate accounting, integrity of financial controls and reporting practices.
It reports to the entire Board periodically on such matters as the Committee or
the Board may specify, approves in advance all non-audit work which the
independent auditors perform for the Corporation and approves their fees.
The Compensation and Stock Option Committee (the "Compensation Committee") is
currently composed of Mr. Marshall, chairman, Mr. Abboud, Mr. Farley, Mr.
Jacobs and Mr. Othman. It met four times in fiscal 1993. It exercises the full
powers of the Board with respect to compensation paid to executives of the
Corporation and its subsidiaries. It also grants employee stock options and
makes other determinations needed for administration of employee stock option
plans. It approves management incentive (bonus) plans and determines from time
to time the standards of performance for bonus payments.
The Nominating Committee now consists of Ms. Baldrige, chairperson, Mr.
Farley, Mr. Marsh, Mr. Marshall, Mr. Scott and Mr. Segnar. It met twice in
fiscal 1993. Its function is to propose to the entire Board qualified nominees
for election to fill vacancies on the Board. Stockholders wishing to suggest
qualified candidates for this Committee's consideration should forward their
suggestions to the Nominating Committee, in care of Mrs. Kay C. Nalbach,
Assistant Secretary, HARTMARX CORPORATION, 101 North Wacker Drive, Chicago,
Illinois 60606.
The Strategy Committee is currently composed of Mr. Jacobs, chairman, Mr.
Abboud, Mr. Cole, Mr. Farley, Mr. Hand and Mr. Othman. It did not meet in
fiscal 1993. It provides advice and assistance to the Board on matters relating
to the initiation, implementation and completion of the Corporation's plans and
the conduct of the Corporation's business and affairs. It reports to the entire
Board periodically on such matters as the Committee or Board may specify.
For fiscal 1993, each of the directors not employed by the Corporation was
entitled to receive a $17,500 annual retainer plus $750 for each Board meeting
attended and $600 for each committee meeting attended. Each committee chairman
was entitled to receive $2,500 annually in addition. Some of the directors had
the opportunity to defer payment of all or a portion of annual fees otherwise
payable from January 1, 1986 through 1989. Deferred fees earn interest from the
date of deferral at 110% of the seasoned Moody's Corporate Bond Index rate.
Upon termination of their service as a director, the Corporation agrees to pay
such deferred fees and interest ("Deferral Account"), either in a lump sum or
in installments. The deferral arrangements also provide for the Corporation's
payment of specified death benefits under certain circumstances. Each director
who has deferred fees is an unsecured general creditor of the Corporation with
respect to such Deferral Account. Some directors have withdrawn or converted
their Deferral Account into Director Stock Options exercisable for $1.00.
Director Stock Options ("DSOs") and Director Deferred Stock Awards ("DDSAs")
may be granted under the 1988 Stock Option Plan. Except as described below,
DSOs are generally identical to employee stock options but may be granted only
to directors who are not employed by the Corporation or any of its subsidiaries
("Outside Directors"). The number of shares of Common Stock covered by DSOs
granted to a director in any twelve-month period ending each March 31 is
obtained by dividing the amount of the director's annual retainer by the fair
market value of a share on the date or dates of grant, but will not be less
than 1,000 shares. In addition, each Outside Director may choose to receive, on
each date of election to the Board, a DSO in lieu of all or part of the annual
retainer payable during such director's term of office. The number of shares
covered by such a DSO is obtained by dividing the unpaid retainer amount by the
excess of the fair market value of a share on such date over $1.00; the
purchase price of each covered share is $1.00. For shares covered by these DSOs
outstanding on a Common Stock dividend record date, the director will be paid
cash dividend equivalents based on the cash dividend (or cash value of other
property) that would have been received had such DSO shares been issued and
outstanding on the dividend record date. DDSAs consist of share units credited
to an account for each Outside Director, each unit representing one share of
Common Stock. Each Outside Director is granted 150 units on each date of
election to the Board. DDSAs earn dividend equivalents in the same manner as
DSOs but such dividend equivalents are credited to the director's account as
additional units. Upon the director's death, disability or termination of Board
service, whole units become payable in shares of Common Stock and any
fractional units become payable in cash.
6
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following table shows the compensation for the past three fiscal years of
the Corporation for each of the Corporation's five most highly compensated
executive officers performing policy making functions for the Corporation,
including the Chief Executive Officer (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- ------------------------------------
Awards Payouts
-------------------------- ---------
Restricted Securities Long-Term
Name and Principal Other Annual Stock Underlying Incentive All Other
Position Year Salary(1) Bonus Compensation Awards(2) Options/SARs(3) Payouts Compensation(4)
----------------------- ---- --------- -------- ------------ ---------- --------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Elbert O. Hand, 1993 $489,167 $254,250 -- $264,258 30,000 -- $3,811
Chairman and 1992 429,584 75,000 -- -- 137,759 $8,548(5) 6,328
Chief Executive Officer 1991 425,000 46,097 -- -- 100,000 -- --
Homi B. Patel, 1993 388,500 149,992 -- 157,997 25,000 -- 2,817
President and 1992 350,000 65,622 -- -- 57,909 -- 2,572
Chief Operating Officer 1991 269,292 32,825 -- -- 20,000 -- --
Carey M. Stein, 1993 243,333 89,316 -- 94,322 20,000 -- 2,508
Executive Vice 1992 198,334 45,000 -- -- 55,252 -- 2,599
President, Chief 1991 184,416 9,860 -- -- 20,000 -- --
Administrative Officer,
General Counsel and
Secretary
Wallace L. 1993 150,000 89,316 $99,264(6) 89,320 25,000 -- 720
Rueckel, 1992 -- -- -- -- -- -- --
Executive Vice 1991 -- -- -- -- -- -- --
President and Chief
Financial Officer
Glenn R. Morgan 1993 145,917 48,544 -- 27,281 8,000 -- 1,555
Senior Vice 1992 134,000 25,000 -- -- 3,374 -- 1,372
President and 1991 133,375 8,670 -- -- -- -- --
Controller
</TABLE>
- --------
(1) Compensation amounts disclosed in the Corporation's proxy statement for
fiscal year 1991 contained certain other compensation for Messrs. Hand and
Stein, including imputed income amounts for leased automobiles and term
life insurance. The amounts included are as follows: Mr. Hand, $8,903 and
Mr. Stein, $7,724.
(2) The dollar amount shown equals the number of shares of restricted stock
multiplied by the stock price on the grant date. This valuation does not
take into account the diminution in value attributable to the restrictions
placed on the shares. On January 4, 1993, the following restricted shares
were awarded in lieu of a portion of the executive officer's cash increase
in salary for fiscal 1993 and subject to his continued employment for one
year: Mr. Hand, 1,568; Mr. Patel, 1,254; Mr. Stein, 784; and Mr. Morgan,
471. On November 30, 1993, the following restricted shares were awarded and
will vest in one-third increments over three years, subject to the
executive officer's continued employment (unless otherwise specified in an
employment agreement): Mr. Hand, 36,322; Mr. Patel, 21,428; Mr. Stein,
12,760, Mr. Rueckel, 12,760; and Mr. Morgan, 3,468. The number and value of
the aggregate restricted stock holdings at the end of fiscal year 1993
were: Mr. Hand, 37,890 ($265,230); Mr. Patel, 22,682 ($158,774); Mr. Stein,
13,544 ($94,808); Mr. Rueckel, 12,760 ($89,320); and Mr. Morgan, 3,939
($27,573). Dividends are paid on all shares of restricted stock at the same
rate as on unrestricted shares.
7
<PAGE>
(3) On October 14, 1992, the Compensation Committee granted 326,500 stock
options at an exercise price of $5.25 to 144 employees who agreed to the
cancellation of all stock options granted between 1983 and 1991 (a total of
1,035,606 options). The Named Executive Officers agreed to cancellation of
their options, including those granted in fiscal year 1991.
(4) These amounts represent the Corporation's contributions to the Hartmarx
Employee Stock Ownership Plan and premiums paid for term life insurance.
The amounts contributed to the Plan in 1993 were: Mr. Hand, $1,179; Mr.
Patel, $917; Mr. Stein, $1,318; and Mr. Morgan, $855. The premiums for term
life insurance in 1993 were: Mr. Hand $2,632; Mr. Patel, $1,900; Mr. Stein,
$1,190; Mr. Rueckel, $720; and Mr. Morgan, $700.
(5) Mr. Hand was granted a 5,645 share Restricted Stock Award on August 7,
1990, with vesting subject to his continued employment by the Corporation
until April 12, 1992 and the achievement of specified performance goals.
The amount shown is the value at April 12, 1992 of the 1,410 shares that
vested in Mr. Hand pursuant to the achievement of his goals under this
Award.
(6) Amount shown for Mr. Rueckel includes relocation expenses totalling
$65,491, the cost of a leased automobile and financial counseling, and
amounts reimbursed for the payment of taxes. On April 28, 1993, the
Corporation loaned Mr. Rueckel $253,000 to assist in the purchase of a new
home, with interest accruing at six percent (6%). Total interest accrued of
$9,672 was forgiven by the Corporation and is included in the relocation
expense figure above. The loan was fully repaid as of January 31, 1994.
EMPLOYMENT AGREEMENTS
Messrs. Hand, Patel, Stein and Rueckel each have two year employment
agreements expiring December 31, 1994, under which each of them will receive
annual salaries at least equal to their respective 1993 annual salaries (with
increases to be determined by the Compensation Committee), and which provide
for participation in the Management Incentive Plan (MIP) and in the Long-Term
Incentive Plan (LTIP), both described below, and other fringe benefits
available to key executives. These agreements automatically extend through 1996
unless cancelled pursuant to their terms. In the event that any of these
executives is discharged without cause or resigns with good reason, which
includes resignation due to a change in duties or cancellation of his
employment agreement prior to expiration, the executive will be entitled to
continuation of salary and fringe benefits for 24 months (with fringe benefits
continuing for 36 months in the event of a change in control as described
below). In addition, all unpaid incentive compensation under the MIP (including
all contingent compensation which would have been payable for an uncompleted
fiscal year; plus 66.67% of the executive's maximum bonus opportunity under the
MIP for such year) and all unpaid incentive compensation under the LTIP
(including all contingent compensation which would have been payable for
uncompleted performance periods) becomes immediately payable; and all stock
options and restricted stock granted to such executive under the Corporation's
stock option plans become immediately exercisable and fully vested, as the case
may be. The Corporation has also agreed to pay each executive severance
benefits in the event the executive's employment is terminated within 24 months
following a change in control of the Corporation for any reason other than (i)
death, disability or retirement, (ii) for cause, or (iii) resignation without
good reason. The severance payment, payable in lieu of the salary continuation
described above, would equal three times the executive's annual base salary as
of the date the executive's employment is terminated. In addition, all stock
options and restricted stock granted to such executive under the Corporation's
stock option plans would become immediately exercisable and fully vested, as
the case may be, and the executive would also be entitled to receive any unpaid
contingent or other incentive compensation in the same manner as described
above (except that the executive would receive an additional 133.34%, rather
than 66.67%, of his maximum bonus opportunity under the MIP for such year). In
the event the total severance benefits to be received by the executive in
connection with a change in control would be subject to any excise tax imposed
under Section 4999 of the Internal Revenue Code, then the severance payment is
subject to reduction to the extent necessary so that no portion of the
executive's severance benefits is subject to such excise tax.
8
<PAGE>
DEFERRED COMPENSATION ARRANGEMENTS
Messrs. Hand, Patel, Stein and Morgan had the opportunity to defer payment of
up to 15% of their annual cash compensation otherwise payable from December 1,
1985 through 1989, and each has since withdrawn the principal portion of his
deferred amount. The deferral arrangements were amended in October, 1989, to
provide for the Corporation's payment of specified death benefits under certain
circumstances. None of these deferral arrangements are intended to constitute a
contract of employment or of continuing service, or to obligate the Corporation
in any manner to continue the services of any executive, who is no more than an
unsecured general creditor of the Corporation with respect to all deferred
amounts.
STOCK OPTION PLANS
The Corporation has a series of stock option plans to encourage directors,
officers and other key employees of the Corporation and its subsidiaries to
acquire shares of the Corporation's Common Stock, and to enable them to benefit
from appreciation in the market price of the shares, thereby gaining a greater
personal interest in the continued success and progress of Hartmarx Corporation
as a whole. Each plan requires employee stock option ("ESO") prices to be not
less than fair market value at grant date and that ESOs, generally, cannot be
exercised for one year, and DSOs (described previously) cannot be exercised for
six months, after the grant date. Stock appreciation rights, which may be
granted in tandem with ESOs granted under the Plans, enable recipients to
receive a combination of shares and a cash payment, which together equal the
gain in market price from the grant date to the exercise date, with the cash
payment limited to one-half of the gain. However, under certain circumstances,
the entire gain attributable to stock appreciation rights granted under the
1988 Plan may be paid in cash. The 1985 and 1988 Plans also authorize the grant
of Restricted Stock Awards to officers and other key employees. Full ownership
of shares covered by an Award are subject to the satisfaction of specified
terms and conditions, such as continued employment with the Corporation or the
achievement of specified performance goals. If the terms and conditions of the
Award are not satisfied, all or a portion of the shares covered by the Award
will be forfeited.
The following tables provide information on the Named Executive Officers'
option grants in fiscal 1993, option exercises in fiscal 1993 and value of
unexercised options at November 30, 1993.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Annual
Rates of Stock
Price
Appreciation
Individual Grants for Option Term
- --------------------------------------------------------------- ---------------
Percent
of Total
Options
Number of Granted Exercise
Securities to or Base
Underlying Employees Price
Options in Fiscal ($/Share) Expiration
Name Granted Year(1) (2) Date 5% ($) 10% ($)
- ---- ---------- --------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Elbert O. Hand...... 30,000(3) 8.2 6.88 01/13/2003 129,804 328,948
Homi B. Patel....... 25,000(3) 6.8 6.88 01/13/2003 108,170 274,124
Carey M. Stein...... 20,000(3) 5.4 6.88 01/13/2003 86,536 219,299
Wallace L. Rueckel.. 25,000(4) 6.8 7.06 03/07/2003 111,000 281,296
Glenn R. Morgan..... 8,000(3) 2.2 6.88 01/13/2003 34,614 87,720
</TABLE>
- --------
(1) The Corporation granted options representing 368,000 shares to employees in
fiscal 1993. No SARs were granted in tandem with these options.
(2) The exercise price may be paid by delivery of already-owned shares and tax
withholding obligations related to exercise may be paid by offset of the
underlying shares, subject to certain conditions.
9
<PAGE>
(3) These options were granted on January 14, 1993 and became fully exercisable
on January 14, 1994, and are subject to termination between 90 days to
three years following termination of employment in certain events.
(4) These options were granted on March 8, 1993 and become exercisable in
cumulative twenty percent (20%) installments commencing March 8, 1994, with
full vesting occurring on March 8, 1998, subject to acceleration upon a
defined change in control of the Corporation, retirement, disability or
death, and subject to termination between 90 days to three years following
termination of employment in certain events.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Shares Number of Securities Value ($) of Unexercised
Acquired Value Underlying Unexercised In-the-Money Options
on ($) Options Nov. 30, 1993 Nov. 30, 1993
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Elbert O. Hand.......... 0 0 79,253/88,506 138,693/105,985
Homi B. Patel........... 0 0 42,637/40,272 74,615/29,726
Carey M. Stein.......... 0 0 41,751/33,501 73,064/26,027
Wallace L. Rueckel...... 0 0 0/25,000 0/0
Glenn R. Morgan......... 0 0 1,125/10,249 1,969/4,896
</TABLE>
LONG-TERM INCENTIVE PLAN
Messrs. Hand, Patel, Stein and Rueckel are participants in the Corporation's
Long-Term Incentive Plan. This Plan is designed to reward achievement of goals
over periods of from two to five years, with each award due after the pertinent
performance period ends. These goals relate to growth in net income, return on
average shareholders' equity, or other criteria, and may be adjusted by the
Compensation Committee from time to time to adapt to major changes affecting
the apparel industry or the economy generally. The Committee evaluates the
extent to which the goals are achieved and determines the amount of the award
that is earned, based on predetermined minimum, target and maximum award levels
expressed as percentages of the average base salary of each participant during
the performance period. Awards are made in the form of cash, shares of Common
Stock or a combination thereof. Stock awarded is subject to restrictions on
sale or other transfer and to risks of forfeiture, which the Committee
prescribes, but participants who receive shares of restricted stock have the
right to vote such shares and receive dividends. Any participant who is
terminated or who resigns during a performance period will lose the award for
the period (unless otherwise specified in an employment agreement); however, a
participant who retires with the consent of the Corporation, becomes disabled
or dies will receive a prorated payment of the award for that period, in cash,
to the extent earned under the performance goals for that period. No awards
were made pursuant to this Plan for the 1991-93 performance period. No
performance period was established in fiscal 1992 or 1993.
PENSION PLAN
The Hartmarx Retirement Income Plan, a trusteed plan, provides for
contributions to be made by the Corporation and designated affiliates on an
actuarial basis, and provides for defined benefits in the event of retirement
after certain age and service requirements have been met. Survivor benefits are
also provided in the event of a participant's death after certain other age and
service requirements are met. Regular eligible employees of the Corporation or
a designated affiliate who participate in The Hartmarx Savings-Investment Plan,
a trusteed defined contribution plan, automatically participate in this Plan.
Normal retirement age under this Plan is 65 and early retirement at any time
after attaining age 55 results in actuarially reduced benefits. Maximum
benefits under this Plan are based upon 50% of the highest average annual
earnings (base salary, commissions, bonus and overtime), up to $235,840
(reduced to $150,000 for annual earnings after 1993), paid to an employee for
any five consecutive years included within the final 10 consecutive years of
employment by the Corporation (or subsidiary adopting the Plan), less 50% of
the primary Social Security benefit, for 30 years of service, prorated downward
to one-sixth of such benefits for the minimum of five years normally required
for vested rights.
10
<PAGE>
The following table shows the estimated annual benefits payable upon
retirement at age 65 to participants in this Plan, in specified classifications
as to compensation and years of service. These single-life benefits are
actuarially reduced when the spouse is named as joint annuitant or if the
employee withdraws his or her pre-1984 contributions to the Plan prior to
retirement. In certain instances, benefits are subject to limitations imposed
by the Employee Retirement Income Security Act of 1974, as amended. The
Corporation has authorized additional non-qualified pension payments based upon
the benefits which could have been earned in accordance with the formula
described in the previous paragraph but for the application of such
limitations. Compensation covered by this Plan for the Named Executive Officers
generally corresponds with the earned salary, bonus and cash portion of any
long-term incentive payout shown in the Summary Compensation Table. Full years
of service credited under this Plan as of November 30, 1993, were 24 for Mr.
Hand, 13 for Mr. Patel, 9 for Mr. Stein, 0 for Mr. Rueckel and 12 for Mr.
Morgan.
<TABLE>
<CAPTION>
Average Years of Credited Service
Annual Earnings ----------------------------------------------
(Highest 5 Years 30 or
of Last 10 Years) 5 10 15 20 25 more
----------------------------- ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$200,000...................... 15,520 31,039 46,559 62,079 77,598 93,118
250,000...................... 19,686 39,373 59,059 78,745 98,432 118,118
300,000...................... 23,853 47,706 71,559 95,412 119,265 143,118
350,000...................... 28,020 56,039 84,059 112,079 140,098 168,118
400,000...................... 32,186 64,373 96,559 128,745 160,932 193,118
450,000...................... 36,353 72,706 109,059 145,412 181,765 218,118
500,000...................... 40,520 81,039 121,559 162,079 202,598 243,118
550,000...................... 44,686 89,373 134,059 178,745 223,432 268,118
600,000...................... 48,853 97,706 146,559 195,412 244,265 293,118
650,000...................... 53,020 106,039 159,059 212,079 265,098 318,118
700,000...................... 57,186 114,373 171,559 228,745 285,932 343,118
800,000...................... 65,520 131,039 196,559 262,079 327,598 393,118
900,000...................... 73,853 147,706 221,559 295,412 369,265 443,118
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION PROGRAM
Compensation Committee Approach
The Compensation Committee, which is composed of five independent directors
of the Corporation, sets executive compensation levels and establishes and
administers short-term and long-term incentive programs based upon a set of
guiding principles. These principles, which are designed to align executive
compensation with management's execution of business strategies and initiatives
as well as the achievement of long-term financial performance and growth in
shareholder values, are as follows:
. Integration of the elements of the compensation package into a reward program
which will attract and retain key executives critical to the long-term
success of the Corporation.
. Awarding of short-term incentives on terms closely tied to operating unit
performance and based upon the achievement of business goals for the
performance period.
. Alignment of executive and shareholder interests through a stock-based long-
term incentive program which will reward executives for enhancement of
shareholder values.
In determining the appropriate levels of executive compensation for fiscal
1993, the Compensation Committee took into account both the Corporation's
financial performance for the year and the successful efforts of the executive
group to achieve a continuing restructuring designed to increase shareholder
value and restore profitability. Future compensation will continue to be
closely tied to performance and its impact on the growth in shareholder value.
The total compensation program consists of three components:
11
<PAGE>
Base Salary
The base salaries and salary ranges for executives are determined in relation
to competitive market data provided in national executive compensation surveys
and subject to periodic review by independent compensation consultants.
Compensation surveys utilized include the Hay Executive Compensation Report
containing information on over 5,000 executives in nearly 500 industrial
organizations and the American Apparel Manufacturers' Association Management
Compensation Study based upon information from 29 apparel manufacturing
companies. Salary ranges are reviewed on an annual basis and adjusted as
warranted. Salaries are reviewed on an annual basis and salary changes are
based upon individual performance and position in salary ranges within the
context of an annual salary budget. The salary budget is determined in relation
to competitive market data provided in national salary planning surveys and the
financial performance of the Corporation and its operating units. Salary
planning surveys utilized include those conducted by the American Compensation
Association, Hewitt Associates, William M. Mercer, Sibson & Company, Towers
Perrin and The Wyatt Company. If the financial performance of the Corporation
falls below business plan targets in sales and earnings, the overall salary
budget is established at less than survey national averages and is allocated to
operating units based upon achievement of their individual business plans.
For fiscal 1993, a salary budget of 3.4% was administered with actual salary
increases averaging 3.0% throughout the Corporation. Promotional increases were
awarded Mr. Patel, newly elected Chief Operating Officer, Mr. Stein, newly
elected Chief Administrative Officer and Mr. Morgan, newly elected Senior Vice
President, in recognition of their increased responsibilities and individual
contributions to the successful restructuring of the Corporation. For fiscal
1992, a salary freeze was instituted for exempt employees throughout the
Corporation, including the Named Executive Officers with the exception of Mr.
Hand and Mr. Stein. The salary of the Chief Executive Officer is separately
discussed below.
Salaries for the Named Executive Officers remain somewhat below competitive
levels, with the competitiveness of the overall compensation package
significantly dependent upon the reward opportunities created by achievement of
objectives under the Corporation's short-term and long-term incentive plans.
Short-Term Incentives
Executives are eligible for annual bonuses under the Management Incentive
Plan (MIP). Incentive opportunities are determined in relation to competitive
market data as provided in the aforementioned national executive compensation
surveys and subject to periodic review by independent consultants. Awards are
based upon the achievement of financial goals established for individual
operating units and on a consolidated basis in accordance with the
Corporation's business plan. Individual awards for Corporate executives are
based upon the achievement of both consolidated and operating unit goals
weighted according to sales volume. Operating unit executives are measured on
the goals appropriate to the unit within which they report with unit heads also
accountable for consolidated goals. For fiscal 1993, Corporate executives were
measured on Consolidated Pre-Tax Income and operating unit sales-weighted Pre-
Tax Income, Cash Flow and Inventory Turnover goals. Operating unit executives
were measured on Pre-Tax Income, Sales, Cash Flow and Inventory Turnover goals
with unit heads also measured on Consolidated Pre-Tax Income. No bonuses would
have been earned if the Corporation had not achieved positive income results.
Bonuses were paid for 1993 to 56 executives, averaging 31.0% of salaries and
69.3% of maximum incentive opportunities.
Long-Term Incentives
Executives are eligible for awards of stock options and/or restricted stock
under the Corporation's Stock Option Plans. Awards are determined in relation
to competitive practice and an individual's position. As reflected in the Table
of Option Grants In The Last Fiscal Year, one stock option grant was awarded to
each of the Named Executive Officers at an exercise price equal to the fair
market value of the Corporation's stock on the dates of the grant.
12
<PAGE>
In addition, the Compensation Committee granted two Restricted Stock Awards
to MIP participants. The first award, in January 1993, was granted in lieu of a
portion of cash increases in base salaries. The number of shares awarded was
determined by dividing the cash value of the increase portion by the fair
market value of the Corporation's stock on the date of the grant. These shares
were forfeited by recipients no longer employed on the one year anniversary of
the grant. The second award, in November 1993, was granted based upon the
achievement of Consolidated Pre-Tax Income and operating unit Pre-Tax Income
goals. The number of shares awarded was determined by dividing the cash value
of 100% of the MIP bonus earned by the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer and Chief Administrative Officer by the fair
market value of the Corporation's stock on the date of the grant. Other MIP
participants received shares equal to the value of 50% of bonuses earned. These
shares will vest in one-third amounts over the next three year anniversaries of
the date of grant and will be forfeited by any recipient not actively employed
on a given anniversary unless otherwise specified in an employment agreement.
Chief Executive Officer Compensation
The Compensation Committee increased the salary of the Chief Executive
Officer 4.2% to $500,000 on January 1, 1993. The determination of the Chief
Executive Officer's salary was based upon the salary range for the position,
the salary budget established for 1993 and considering the promotional increase
awarded in November of 1992. His fiscal 1993 MIP bonus award was based upon the
achievement of Consolidated Pre-Tax Income and sales-weighted individual
operating unit achievement of Pre-Tax Income, Cash Flow and Inventory Turnover
goals. As described above, the Chief Executive Officer received one stock
option grant and two restricted stock award grants from the Corporation's Stock
Option Plans for 1993. These awards were in recognition of Mr. Hand's
contributions to the continuing restructuring as well as to provide an
incentive for future performance and the enhancement of shareholder values.
The Compensation Committee has reviewed the provisions of the Omnibus Budget
Reconciliation Act of 1993 as they relate to limitations on tax deductibility
for certain compensation exceeding $1 million for Named Executive Officers.
Based upon proposed regulations issued by the Internal Revenue Service, the
Committee believes that gains from the exercise of outstanding stock options or
future options granted under the Corporation's existing Stock Option Plans
through fiscal 1996 will be exempt from this deduction limitation. It is
currently intended that any amendment to the Corporation's Stock Option Plans
which may be necessary in the future in order to preserve this exemption will
be prepared and proposed for shareholder approval as and when required.
It is the intention of the Compensation Committee, to the extent consistent
with sound compensation policy and incentive program design, that compensation
for the Named Executive Officers be provided in such a way as to remain tax
deductible for the Corporation. It is possible, however, that certain types of
compensation awarded to members of the executive group would not qualify as
wholly deductible under the new tax law if otherwise in excess of the general
deduction limitation. The Committee will continue to review and respond to the
new tax law and developing regulations as appropriate.
COMPENSATION COMMITTEE
Charles Marshall, Chairman
<TABLE>
<S> <C>
A. Robert Abboud Raymond F. Farley
Donald P. Jacobs Talat M. Othman
</TABLE>
13
<PAGE>
PERFORMANCE GRAPH
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING NOVEMBER 30, 1993
The Peer Group consists of: Crystal Brands, Inc.; Genesco, Inc., Hartmarx
Corporation; Oxford Industries, Inc.; Russell Corporation; and Spring
Industries, Inc.
ITEM (2) -- APPOINTMENT OF AUDITORS
Stockholders will be asked to ratify the appointment of Price Waterhouse,
certified public accountants, as independent auditors of the accounts of the
Corporation and its subsidiaries for the 1994 fiscal year. Price Waterhouse has
been regularly engaged in this capacity by the Corporation for over 80 years. A
representative of Price Waterhouse will attend the Annual Meeting where he will
have the opportunity to make a statement if he so desires and will be available
to respond to appropriate questions. Stockholder ratification is not required;
however, the Corporation considers such ratification to be a desirable practice
and if the affirmative vote is less than a majority of the shares voting on the
ratification question, the Board would reconsider the appointment.
14
<PAGE>
OWNERSHIP OF COMMON STOCK
Beneficial owners of more than five percent of the Corporation's Common
Stock, as shown by information received by the Corporation, are listed below:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
------------------------------------------
Voting Power Investment Power
Name and Address of ---------------- ---------------- Percent
Beneficial Owner Sole Shared Sole Shared of Class
------------------- --------- ------ --------- ------ --------
<S> <C> <C> <C> <C> <C>
Abdullah Taha Bakhsh
c/o Traco,
P.O. Box 459,
Jeddah, Saudi Arabia.............. 7,173,410 -- 7,173,410 -- 20.8(1)
Continental Bank, N.A., Trustee
of the Corporation's Savings-
Investment Plan and ESOP,
231 S. LaSalle Street,
Chicago, Illinois 60690........... -- -- -- -- -- (2)
Norwest Corporation
Norwest Center,
Sixth and Marquette,
Minneapolis, Minnesota 55479...... 1,999,153 35,400 2,509,103 1,500 7.3(3)
</TABLE>
- --------
(1) The aggregate amount beneficially owned at December 31, 1993 was 7,173,410
shares, including a currently exercisable warrant to purchase 1,649,600
shares at $6.50 per share (the "Warrant"). 5,523,810 shares are held of
record by Emerson Investments, Ltd. ("Emerson") and the Warrant is held of
record by Traco International, N.V. ("Traco"). According to Schedule 13D
filed with the Corporation, Traco is wholly owned by Mr. Abdullah Taha
Bakhsh who represents therein that he has sole power to direct the vote and
disposition of the shares Traco has the right to acquire through the
Warrant. Emerson has represented to the Corporation that it is wholly-owned
by Mr. Bakhsh and that Mr. Bakhsh has sole power to direct the vote and
disposition of Emerson's 5,523,810 shares. The Corporation and Traco have
entered into a Stockholder's Agreement which, among other things, allows
Traco to designate certain individuals to be nominated for election as
directors of the Corporation, and for a period of not more than three years
ending September 20, 1995, limits Traco's ability to acquire additional
shares of the Corporation, limits Traco's ability to transfer its shares
and the Warrant, and places restrictions on Traco's ability to vote the
shares it holds. Emerson has agreed to be bound by the terms of the
Stockholder's Agreement. In addition to the shares set forth in the table
above, 190,476 shares are held of record by Williamson Investments, Ltd.
("Williamson"). Williamson has also agreed to be bound by the terms of the
Stockholder's Agreement and has represented to the Corporation that it is
wholly owned by Mr. Abdel Mohsen Y Abu Shukhaidem and that Mr. Shukhaidem
has sole power to direct the vote and disposition of Williamson's 190,476
shares.
(2) Continental Bank, N. A., acts as Trustee of The Hartmarx Savings-Investment
Plan and the Hartmarx Employee Stock Ownership Plan ("ESOP"). At January
31, 1994, the Trustee held 2,680,616 shares (7.8%) for the Savings-
Investment Plan and 624,905 shares (1.8%) for the ESOP. The Trustee votes
all shares held by the respective Plan Trusts proportionally as directed by
participants' instructions, except that shares held in certain participant
sub-accounts in the ESOP are voted only as directed by participants'
instructions.
(3) The aggregate amount beneficially owned at December 31, 1993 was 2,512,653
shares. Norwest Corporation has represented to the Corporation that these
shares are held in a fiduciary or representative capacity, and that for
purposes of the reporting requirements of the Securities Exchange Act of
1934, Norwest and its subsidiaries are deemed to be beneficial owners of
such shares; however, Norwest and its subsidiaries have expressly
disclaimed that they are, in fact, the beneficial owners of such shares.
15
<PAGE>
PROPOSALS BY SECURITY HOLDERS
Any proposal which a security holder intends to call upon the Corporation to
include in its 1995 Proxy Statement must be received at the principal office of
the Corporation no later than October 31, 1994.
OTHER MATTERS
The Board knows of no other business to be presented at the meeting, but if
other matters do properly come before the meeting, it is the intention of the
persons named in the enclosed Proxy to vote the Proxy in accordance with their
best judgment on such matters.
By Order of the Board of Directors
LOGO
GLENN R. MORGAN, Assistant Secretary
Chicago, Illinois
February 28, 1994
16
<PAGE>
/ 4953
(X) PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
FOR WITHOLD AUTHORITY
1. Election of Directors ( ) ( )
NOMINEES: A. Robert Abboud Elbert O. Hand Talat M. Othman
Letitia Baldrige Donald P. Jacobs Homi B. Patel
Jeffrey A. Cole Miles L. Marsh Stuart L. Scott
Raymond F. Farley Charles Marshall Sam F. Segnar
Charles K. Olson
For all nominees listed above (except as marked to the contrary below)
To withold authority to vote for any individual nominees, write names in the
space below.
______________________________________________________________________________
2. TO RATIFY the appointment of
independent auditors (Item (2) FOR AGAINST ABSTAIN
of Notice of Annual Meeting). ( ) ( ) ( )
3. TO TRANSACT such other buiness as may properly come before the meeting.
Dated this ____ day of ____________, 1994
_________________________________________
(Signature of Stockholder) (Seal)
_________________________________________
(Signature of Stockholder) (Seal)
Signature must agree with name as shown above. For shares held in joint tenancy,
each of the joint tenants is requested to sign.
<PAGE>
PROXY
Solicited By the Board of Directors of
HARTMARX CORPORATION
Elbert O. Hand, Homi B. Patel, Wallace L. Rueckel, and each of them, is hereby
appointed, with full power of substitution, to represent the undersigned at the
Annual Meeting of Stockholders of HARTMARX CORPORATION on April 14, 1994, and at
any adjournment thereof, with the full power to vote all of the shares of stock
which the undersigned is entitled to vote as specified on the reverse side.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE STOCKHOLDER BUT IF NO CHOICE IS
SPECIFIED IT WILL BE VOTED FOR ELECTION OF THE NOMINEES FOR DIRECTORS LISTED ON
THE REVERSE SIDE HEREOF AND IN FAVOR OF THE PROPOSAL SET FORTH IN ITEM (2).
Continued, and to be signed on other side
<PAGE>
GRAPHICS APPENDIX
1. PHOTOS OF THE DIRECTORS AND NOMINEES FOR DIRECTORS APPEAR TO THE LEFT OF EACH
RESPECTIVE NAME ON PAGES 2, 3 AND 4.
2. PAGE 14 OF THE PROXY STATEMENT CONTAINS A GRAPH COMPARING THE TOTAL
CUMULATIVE SHAREHOLDER RETURN ON THE COMMON STOCK OF THE COMPANY FOR THE LAST
FIVE FISCAL YEARS WITH THE CUMULATIVE TOTAL RETURN FOR THE S&P 500 INDEX AND
AN INDEX OF PEER COMPANIES SELECTED BY THE COMPANY, AS FOLLOWS:
<TABLE>
<CAPTION>
Measurement Period Hartmarx S&P Peer Group
- ------------------ Corporation 500 Index Index
(Fiscal Year Covered) ----------- --------- ----------
<S> <C> <C> <C>
Measurement Pt - 11/30/88 $100 $100 $100
FYE 11/30/89 $ 87.00 $130.83 $130.31
FYE 11/30/90 $ 32.06 $126.16 $ 86.11
FYE 11/30/91 $ 36.07 $151.93 $111.45
FYE 11/30/92 $ 27.98 $179.97 $129.43
FYE 11/30/93 $ 34.82 $198.10 $127.27
</TABLE>
