<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K-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, 1994 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 1994 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, 1994 and 1993.
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1994.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment at December 31,
1994 (Schedule G.I.).
Reportable Transactions - Series of
Security Transactions (Schedule G.V.).
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, 1995 By: GLENN R. MORGAN
----------------------------
Glenn R. Morgan
Senior Vice President,
Finance and Administration
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1994 AND 1993
--------------------------
<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, 1994 and 1993 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31,
1994 3
Notes to Financial Statements 4-16
</TABLE>
Supplementary Schedule G:
Assets Held for Investment at December 31, 1994 (Schedule G.I.)
Reportable Transactions - Series of Security Transactions (Schedule G.V.)
The information in Schedule G, Parts I and V is based on information certified
by Vanguard Fiduciary Trust Company, custodian of the investment assets of The
Hartmarx Savings-Investment Plan, or by Bank of America Illinois, 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 23, 1995
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, 1994 and 1993, and the results
of its operations and the changes in its plan equity for the year ended
December 31, 1994, 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 G, Part I and V 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 LLP
Chicago, Illinois
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
STATEMENT OF ASSETS, LIABILITIES AND PLAN EQUITY
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
ASSETS:
Investments (Notes 6 and 7):
Hartmarx Corporation common
stock at market value............. $10,283,224 $11,989,369
Vanguard Mutual Funds:
VFISF - GNMA Portfolio............ 5,508,668 6,301,616
VMMR - Prime Portfolio............ 882,916 548,575
Index 500 Portfolio............... 3,179,087 2,609,505
STAR Fund Portfolio............... 3,791,988 3,484,079
Primecap Fund..................... 505,789 -
International Growth Portfolio.... 382,790 -
Vanguard Investment Contract Trust.. 6,030,278 6,490,696
Unallocated deposit administration
group annuity insurance contract.. 1,582,795 1,551,127
Loans to participants............... 1,401,100 1,182,360
----------- -----------
33,548,635 34,157,327
Due from Hartmarx Corporation:
Employee contributions.............. 451,528 512,341
Employee loan repayments............ 48,585 46,764
Accrued investment income............. 583 317
Cash.................................. - 1,504
----------- -----------
34,049,331 34,718,253
LIABILITIES:
Due to Hartmarx Corporation........... - 112,068
Administrative expenses payable....... 24,044 29,029
----------- -----------
TOTAL EQUITY $34,025,287 $34,577,156
=========== ===========
</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, 1994
Investment income:
Dividends on shares of registered
investment companies............................ $ 730,780
Earnings from money market mutual
fund............................................ 36,649
Earnings from Vanguard Investment
Contract Trust.................................. 352,962
Interest income.................................. 53,944
Interest income on participant loans............. 83,625
-----------
Total dividends, interest and earnings.......... 1,257,960
Net loss on distributions of stock to
participants.................................... (38,095)
Net loss on sales of investments................. (308,817)
Unrealized depreciation of investments........... (2,233,054)
-----------
Total loss..................................... (1,322,006)
Participants' contributions........................ 4,626,434
Administrative expenses............................ (40,295)
Distributions to participants...................... (3,816,002)
-----------
Net decrease in Plan equity........................ (551,869)
Plan equity:
Beginning of year................................. 34,577,156
-----------
End of year....................................... $34,025,287
===========
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 $9,240 in 1994),
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 have been made to the ESOP, beginning in 1989. During
1994, the Employer contributions were 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 1994 Plan year aggregated $1,962,248.
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 withheld and if the participant
incurs five consecutive one year breaks in service, forfeited. Forfeitures can
be applied to reduce Employer contributions for the Plan year or can be applied
to pay administrative costs of the Plan.
At December 31, 1994, the balance of nonvested Employer contributions and
related earnings of terminated participants who had not incurred five
consecutive one year breaks in service aggregated the equivalent of 11,743
shares of Hartmarx common stock with a market value of $68,991.
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 of the Plan, comprising trustee, recordkeeping
and auditing fees, were $131,042 for 1994. Any administrative expenses not
paid by the Plan from forfeitures of nonvested Employer contributions and
related earnings are payable by Hartmarx. Of the 1994 fees, the Plan has paid
$40,295 and Hartmarx has paid $90,747.
Participant Loans:
-----------------
Participants may borrow that portion of their account attributable to
participant contributions and related earnings within percentage and dollar
limits and at rates and terms permitted by the Code and specified in the Plan.
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 which, at December 31,
1994, is 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 generally limited to vested Employer contributions and after-tax
participant contributions, except that pre-tax participant contributions may
also be distributed in certain circumstances. 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 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 (registered investment companies):
Money Market Reserves (VMMR) Prime Portfolio, a money market mutual fund
investing in high-quality money market instruments maturing in one year
or less.
STAR Fund - STAR Portfolio, 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 (Index 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 (VFISF) GNMA Portfolio, an income fund which
invests in Government National Mortgage Association certificates.
Primecap Fund, a growth fund which invests primarily in common stocks with
high growth potential. (Available to Plan participants commencing July
1994)
International Growth Portfolio, a growth fund which invests primarily in
stocks of companies based outside of the United States. (Available to Plan
participants commencing July 1994)
Hartmarx GIC Fund, an investment contract fund which is invested in a contract
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.
6
<PAGE>
Hartmarx Stock Fund, which primarily invests in Hartmarx common stock.
Participant contributions and earnings thereon are credited to participant
accounts based on 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; participant loan repayments and transfers to the
Fund are credited to participant accounts at the closing market price.
While the Plan may purchase Hartmarx common stock either directly from
Hartmarx or in the open market, shares acquired in 1994 have been
purchased from Hartmarx at the 90% of average trading prices credited to
participant accounts for contributions and at the closing market prices
for loan repayments and transfers to the Hartmarx Stock Fund.
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.
Participants are assigned units in each investment program fund. A summary of
units and unit values for each fund of the Plan is as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
--------------------- ---------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Hartmarx Stock Fund 1,273,226 $ 8.12 1,242,957 $ 9.70
VFISF GNMA Portfolio 575,018 $ 9.58 607,678 $10.37
Hartmarx GIC Fund 7,613,073 $ 1.00 8,041,824 $ 1.00
VMMR Prime Portfolio 826,113 $ 1.00 370,765 $ 1.00
Vanguard Index 500 Portfolio 73,984 $42.97 59,537 $43.83
Vanguard STAR Fund Portfolio 300,951 $12.60 259,812 $13.41
Primecap Fund 25,315 $19.98 - -
International Growth Portfolio 28,503 $13.43 - -
</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 was amended and restated effective
January 1, 1989 in accordance with the Tax Reform Act of 1986, the Omnibus
Budget Reconciliation Act of 1986 and subsequent federal legislation. An
application for determination on the amended Plan was filed with the Internal
Revenue Service on March 31, 1995. The Plan Administrator believes 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.
7
<PAGE>
NOTE 5 - Subsequent Event:
-------------------------
On May 9, 1995, Hartmarx Corporation announced an agreement to sell
Kuppenheimer Manufacturing Co. ("Kuppenheimer"), a wholly-owned subsidiary and
an Employer. The closing of the sale is contingent upon satisfaction of
various conditions. Kuppenheimer will cease being a participating Employer in
the Plan as of the sale closing date and participating Kuppenheimer employees
will become fully vested in Employer contributions. At December 31, 1994, Plan
account balances of participants employed by Kuppenheimer aggregated
$2,982,000.
NOTE 6 - Investment Information:
-------------------------------
The following summarizes the Plan's investments at December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994
--------------------------
Shares, units Fair
or cost value
------------- -----------
<S> <C> <C>
At quoted market value:
Hartmarx Corporation Common Stock... 1,750,336 $10,283,224
Vanguard Mutual Funds:
VFISF-GNMA Portfolio............... 575,018 5,508,668
VMMR Prime Portfolio............... 882,916 882,916
Index 500 Portfolio................ 73,984 3,179,087
STAR Fund Portfolio................ 300,951 3,791,988
Primecap Fund...................... 25,315 505,789
International Growth Portfolio..... 28,503 382,790
-----------
24,534,462
-----------
At estimated fair value:
Vanguard Investment Contract Trust.. 6,030,278 6,030,278
Unallocated group annuity
insurance contract:
MBL Life Assurance Corp............ $1,582,795 1,582,795
Loans to participants............... $1,401,100 1,401,100
-----------
9,013,173
-----------
Total investments................. $33,548,635
===========
1993
-------------------------
At quoted market value:
Hartmarx Corporation Common Stock... 1,712,767 $11,989,369
Vanguard Mutual Funds:
VFISF-GNMA Portfolio............... 607,678 6,301,616
VMMR Prime Portfolio............... 548,575 548,575
Index 500 Portfolio................ 59,537 2,609,505
STAR Fund Portfolio................ 259,812 3,484,079
-----------
24,933,144
-----------
At estimated fair value:
Vanguard Investment Contract Trust.. 6,490,696 6,490,696
Unallocated group annuity
insurance contract:
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
===========
</TABLE>
8
<PAGE>
The contract with The Mutual Benefit Life Insurance Company ("Mutual"), entered
into on July 1, 1985, was a seven year single deposit contract for $1,400,000
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 Mutual contract were temporarily
frozen. A rehabilitation plan was confirmed by the Court on November 10, 1993.
The rehabilitation plan involves the transfer of Mutual's assets and contract
liabilities to MBL Life Assurance Corporation, which issued restructured
investment contracts, effective April 29, 1994, to replace Mutual contracts
with contractholders electing to participate in the rehabilitation plan. Under
the terms of the rehabilitation plan, interest accrues at the original contract
rate through December 31, 1991 and at effective annual rates of 5.75%, 5.25%,
and 5.1% for the years ended December 31, 1992, 1993, and 1994, respectively.
The actual interest rate, subject to a minimum rate of 3.5%, will be based on
investment results during the rehabilitation period which ends December 31,
1999. A substantial portion (approximately 95% at December 31, 1994) of the
contract principal and accrued interest of the restructured contract issued to
the Plan is guaranteed by the Illinois Life and Health Insurance Guaranty
Association. Under the rehabilitation plan, annual payments to the Plan are
limited to $22,276 from 1993 through 1999; greater withdrawals for reasons
other than participant retirements and deaths are subject to penalties of up to
45% of the balance withdrawn. During the rehabilitation period, the Plan is
funding participant withdrawals and transfers from the Hartmarx GIC Fund from
other, more liquid investments of the Hartmarx GIC Fund.
At December 31, 1993, the carrying value of the contract is recorded at the
original principal, plus accrued unpaid interest at the original contract rate
of 12.43% for the period from July 2, 1991 through December 31, 1991, and at
the minimum interest rate of 3.5% for 1992 and 1993, less payments received
during 1992 and 1993. At December 31, 1994, the carrying value of the contract
includes interest accrued at the minimum rate of 3.5% until changing to the
restructured contract rate of 5.1% during the last half of 1994, less payments
received in 1994.
Total appreciation (depreciation) in fair value of investments during 1994 is
as follows:
Hartmarx Stock Fund
-------------------
Net loss on cost on distributions of stock
to participants and other benefit provider $ (220,571)
Less: Unrealized losses based on cost
reported in prior periods 182,476
-----------
Net loss on distributions of stock (38,095)
Net loss on sales of investments (216,851)
Unrealized depreciation of investments (1,533,029)
-----------
Net depreciation in fair value of investments $(1,787,975)
===========
VFISF - GNMA Portfolio
----------------------
Net loss on sales of investments $ (62,240)
Unrealized depreciation of investments (397,852)
-----------
Net depreciation in fair value of investments $ (460,092)
===========
9
<PAGE>
<TABLE>
<CAPTION>
Index 500 Portfolio
-------------------
<S> <C>
Net loss on sales of investments $ (14,550)
Unrealized depreciation of investments (57,668)
-----------
Net depreciation in fair value of investments $ (72,218)
===========
<CAPTION>
STAR Fund Portfolio
-------------------
<S> <C>
Net loss on sales of investments $ (14,932)
Unrealized depreciation of investments (221,357)
-----------
Net depreciation in fair value of investments $ (236,289)
===========
<CAPTION>
Primecap Fund
-------------
<S> <C>
Net loss on sales of investments $ (123)
Unrealized depreciation of investments (3,192)
-----------
Net depreciation in fair value of investments $ (3,315)
===========
<CAPTION>
International
Growth
Portfolio
-------------
<S> <C>
Net loss on sales of investments $ (121)
Unrealized depreciation of investments (19,956)
-----------
Net depreciation in fair value of investments $ (20,077)
===========
</TABLE>
The net loss on sales of investments of the Hartmarx Stock Fund, VFISF-GNMA
Portfolio, Index 500 Portfolio, STAR Fund Portfolio, Primecap Fund and
International Growth Portfolio 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 $220,571 net loss on cost on distributions of stock of the Hartmarx Stock
Fund in 1994 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.
10
<PAGE>
NOTE 7 - Fund Information:
- -------------------------
The financial position of the funds comprising the Plan as of December 31, 1994
and 1993 is as follows:
<TABLE>
<CAPTION>
VFISF GNMA Portfolio
----------------------
1994 1993
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Mutual Funds:
VFISF - GNMA Portfolio............. $5,508,668 $6,301,616
---------- ----------
5,508,668 6,301,616
Due from Hartmarx Corporation:
Employee contributions.............. 58,504 73,491
Employee loan repayments............ 8,877 9,516
Cash................................. -- 6
---------- ----------
5,576,049 6,384,629
LIABILITIES: -- --
---------- ----------
TOTAL EQUITY $5,576,049 $6,384,629
========== ==========
Hartmarx GIC Fund
----------------------
1994 1993
---------- ----------
ASSETS:
Investments:
Vanguard Investment Contract Trust.. $6,030,278 $6,490,696
Unallocated deposit
administration group annuity
insurance contract................. 1,582,795 1,551,127
---------- ----------
7,613,073 8,041,823
Due from Hartmarx Corporation:
Employee contributions.............. 66,187 85,654
Employee loan repayments............ 9,601 10,095
Cash................................. -- 243
---------- ----------
7,688,861 8,137,815
LIABILITIES: -- --
---------- ----------
TOTAL EQUITY $7,688,861 $8,137,815
========== ==========
VMMR Prime Portfolio
----------------------
1994 1993
---------- ----------
ASSETS:
Investments:
Vanguard Mutual Funds:
VMMR - Prime Portfolio............. $ 826,113 $ 370,765
---------- ----------
826,113 370,765
Due from Hartmarx Corporation:
Employee contributions.............. 14,046 9,764
Employee loan repayments............ 812 826
---------- ----------
840,971 381,355
LIABILITIES: -- --
---------- ----------
TOTAL EQUITY $ 840,971 $ 381,355
========== ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Index 500 Portfolio
----------------------
1994 1993
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Mutual Funds:
Index 500 Portfolio.......... $3,179,087 $2,609,505
---------- ----------
3,179,087 2,609,505
Due from Hartmarx Corporation:
Employee contributions........ 54,890 77,316
Employee loan repayments...... 5,137 4,463
---------- ----------
3,239,114 2,691,284
LIABILITIES: -- --
---------- ----------
TOTAL EQUITY $3,239,114 $2,691,284
========== ==========
STAR Fund Portfolio
-----------------------
1994 1993
---------- ----------
ASSETS:
Investments:
Vanguard Mutual Funds:
STAR Fund Portfolio.......... $3,791,988 $3,484,079
---------- ----------
3,791,988 3,484,079
Due from Hartmarx Corporation:
Employee contributions........ 78,659 103,505
Employee loan repayments...... 5,942 5,772
---------- ----------
3,876,589 3,593,356
LIABILITIES: -- --
---------- ----------
TOTAL EQUITY $3,876,589 $3,593,356
========== ==========
Primecap
Fund
----------
1994
----------
ASSETS: (First Year)
Investments:
Vanguard Mutual Funds:
Primecap Fund................. $ 505,789
----------
505,789
Due from Hartmarx Corporation:
Employee contributions......... 15,804
Employee loan repayments....... 2,439
----------
524,032
LIABILITIES: --
----------
TOTAL EQUITY $ 524,032
==========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
International
Growth
Portfolio
-------------
1994
-------------
ASSETS: (First Year)
<S> <C> <C>
Investments:
Vanguard Mutual Funds:
International Growth Portfolio.. $ 382,790
-----------
382,790
Due from Hartmarx Corporation:
Employee contributions........... 16,639
Employee loan repayments......... 1,237
-----------
400,666
LIABILITIES: --
-----------
TOTAL EQUITY $ 400,666
===========
Loan Fund
------------------------
1994 1993
----------- -----------
ASSETS:
Investments:
Loans to participants........... $ 1,401,100 $ 1,182,360
----------- -----------
1,401,100 1,182,360
LIABILITIES: -- --
----------- -----------
TOTAL EQUITY $ 1,401,100 $ 1,182,360
=========== ===========
Hartmarx Stock Fund
------------------------
1994 1993
----------- -----------
ASSETS:
Investments:
Hartmarx Corporation common
stock at market value.......... $10,283,224 $11,989,369
Vanguard Mutual Funds:
VMMR - Prime Portfolio......... 56,803 177,810
----------- -----------
10,340,027 12,167,179
Due from Hartmarx Corporation:
Employee contributions.......... 146,799 162,611
Employee loan repayments........ 14,540 16,092
Accrued investment income......... 583 317
Cash.............................. -- 1,255
----------- -----------
10,501,949 12,347,454
LIABILITIES:
Due to Hartmarx Corporation....... -- 112,068
Administrative expenses payable... 24,044 29,029
----------- -----------
TOTAL EQUITY $10,477,905 $12,206,357
=========== ===========
</TABLE>
Investment in each fund option above is at the participants' direction, except
that Employer contributions prior to 1989 and related earnings aggregating
$942,867 and $1,292,178 at December 31, 1994 and 1993, respectively, are
restricted to the Hartmarx Stock Fund.
13
<PAGE>
Income and changes in the equity of the funds comprising the Plan for the year
ended December 31, 1994 is as follows:
<TABLE>
<CAPTION>
Hartmarx VFISF Hartmarx
Stock GNMA GIC
Fund Portfolio Fund
------------ ----------- ------------
<S> <C> <C> <C>
Investment income:
Dividends on shares of registered
investment companies.............. $ -- $ 398,425 $ --
Earnings from money market
mutual fund....................... 6,966 -- --
Earnings from Vanguard Investment
Contract Trust.................... -- -- 352,962
Interest income..................... -- -- 53,944
----------- ---------- -----------
Total dividends, interest, and
earnings........................ 6,966 398,425 406,906
Net loss on distributions of stock
to participants................... (38,095) -- --
Net loss on sales of investments.... (216,851) (62,240) --
Unrealized appreciation
(depreciation) of investments..... (1,533,029) (397,852) --
----------- ---------- -----------
Total income (loss)............ (1,781,009) (61,667) 406,906
Participants' contributions........... 1,371,639 695,398 782,902
Transfers - loan withdrawals.......... (238,194) (202,885) (147,438)
Transfers - loan repayments........... 200,886 126,737 106,454
Transfers - among investment
funds, net.......................... (140,879) (698,578) (494,888)
Administrative expenses............... (38,765) (880) --
Distributions to participants......... (1,102,130) (666,705) (1,102,890)
----------- ---------- -----------
Net increase (decrease) in fund
equity.............................. (1,728,452) (808,580) (448,954)
Fund equity:
Beginning of year................... 12,206,357 6,384,629 8,137,815
----------- ---------- -----------
End of year......................... $10,477,905 $5,576,049 $ 7,688,861
=========== ========== ===========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
VMMR Index STAR
Prime 500 Fund
Portfolio Portfolio Portfolio
--------- --------- ---------
<S> <C> <C> <C>
Investment income:
Dividends on shares of registered
investment companies................... $ -- $ 96,651 $ 219,932
Earnings from money market
mutual fund............................ 29,683 -- --
--------- ---------- ----------
Total dividends, interest and
earnings.............................. 29,683 96,651 219,932
Net loss on sales of investments........ -- (14,550) (14,932)
Unrealized appreciation (depreciation)
of investments......................... -- (57,668) (221,357)
--------- ---------- ----------
Total income (loss)................... 29,683 24,433 (16,357)
Participants' contributions............. 143,046 689,318 854,004
Transfers - loan withdrawals............ (20,063) (97,048) (87,434)
Transfers - loan repayments............. 9,317 65,954 70,474
Transfers - among investment funds,
net.................................... 516,331 132,993 (149,182)
Administrative expenses................. (90) (90) (470)
Distributions to participants........... (218,608) (267,730) (387,802)
--------- ---------- ----------
Net increase (decrease) in fund
equity................................ (459,616) 547,830 283,233
Fund equity:
Beginning of year...................... 381,355 2,691,284 3,593,356
--------- ---------- ----------
End of year............................ $ 840,971 $3,239,114 $3,876,589
========= ========== ==========
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
International
Primecap Growth Loan
Fund Portfolio Fund
-------- ------------- ---------
(First Year) (First Year)
<S> <C> <C> <C>
Investment income:
Dividends on shares of registered
investment companies................... $ 10,779 $ 4,993 $ --
Interest income on participant
loans.................................. -- -- 83,625
-------- -------- ----------
Total dividends, interest and
earnings.............................. 10,779 4,993 83,625
Net loss on sales of investments........ (123) (121) --
Unrealized appreciation (depreciation)
of investments......................... (3,192) (19,956) --
-------- -------- ----------
Total income (loss)................... 7,464 (15,084) 83,625
Participants' contributions............. 46,160 43,967 --
Transfers - loan withdrawals............ -- -- 793,062
Transfers - loan repayments............. 6,399 3,813 (590,034)
Transfers - among investment funds,
net.................................... 464,327 369,876 --
Administrative expenses................. -- -- --
Distributions to participants........... (318) (1,906) (67,913)
-------- -------- ----------
Net increase (decrease) in fund
equity................................ 524,032 400,666 218,740
Fund equity:
Beginning of year...................... -- -- 1,182,360
-------- -------- ----------
End of year............................ $524,032 $400,666 $1,401,100
======== ======== ==========
</TABLE>
16
<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 23, 1995 appearing on page 1 of
Exhibit 99 to the 1994 Annual Report on Form 10-K of Hartmarx Corporation, filed
with this Form 10K-A.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 26, 1995
<PAGE>
Schedule G.I.
-------------
(Page 1 of 2)
THE HARTMARX SAVINGS-INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
PART I - ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994
--------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, MATURITY INTEREST MATURITY CURRENT
BORROWER OR PARTY DATE RATE VALUE COST VALUE
<S> <C> <C> <C> <C> <C>
Line 31c(9)(b)
- --------------
Loans to Participants Various 7-11.5% $ 1.00 $ -0- $ 1,401,100
=========== ===========
Line 31c(11)
- ------------
Vanguard Investment Contract
Trust (6,030,278 units) $ 1.00 $ 6,030,278 $ 6,030,278
=========== ===========
Line 31c(15)
- ------------
VMMR - Prime Portfolio
(882,916 shares) $ 1.00 $ 882,916 $ 882,916
VFISF-GNMA Portfolio
(575,018 shares) $ 9.58 $ 5,880,950 $ 5,508,668
Index 500 Portfolio
(73,984 shares) $42.97 $ 3,093,435 $ 3,179,087
STAR Fund Portfolio
(300,951 shares) $12.60 $ 3,938,529 $ 3,791,989
Primecap Fund
(25,315 shares) $19.98 $ 508,980 $ 505,789
International Growth
Portfolio
(28,503 shares) $13.43 $ 402,746 $ 382,790
----------- -----------
$22,138,934 $21,682,617
=========== ===========
</TABLE>
<PAGE>
Schedule G.I.
-------------
(Page 2 of 2)
THE HARTMARX SAVINGS-INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
PART I - ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994
--------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, MATURITY INTEREST PAR CURRENT
BORROWER OR PARTY DATE RATE VALUE COST VALUE
<S> <C> <C> <C> <C> <C>
Line 31c(16)
- -----------
MBL Life Assurance
Corp.
RGA 4690 01/01/2000 #5.1 $1,400,000 $ 1,582,795 $ 1,582,795
=========== ===========
Line 31d(1)
- -----------
*Hartmarx Corporation
Common stock
(1,750,336 shares) $2.50 $16,340,377 $10,283,224
=========== ===========
</TABLE>
# - See Note 6 to financial statements for further information.
* - Party in interest to the Plan.
<PAGE>
Schedule G.V.
-------------
(Page 1 of 1)
THE HARTMARX SAVINGS-INVESTMENT PLAN
EIN: 36-3217140 Plan #: 002
PART V - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
SERIES OF SECURITY TRANSACTIONS EXCEEDING 5% OF PLAN ASSETS
1/1/94 THROUGH 12/31/94
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY/ PURCHASE SELLING COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
<S> <C> <C> <C> <C> <C>
Hartmarx Corporation
Common stock 2,021,289 -- 2,021,289 2,177,880 156,591
Common stock -- 1,694,352 2,692,391 1,694,352 (998,039)
Vanguard Investment
Contract Trust
Trust units 1,587,156 -- 1,587,156 1,587,156 --
Trust units -- 2,009,205 2,009,205 2,009,205 --
Vanguard GNMA Portfolio
Mutual fund shares 1,285,374 -- 1,285,374 1,285,374 --
Mutual fund shares -- 1,618,231 1,674,341 1,618,231 (56,110)
Vanguard Index Trust
500 Portfolio
Mutual fund shares 1,591,564 -- 1,591,564 1,591,564 --
Mutual fund shares -- 949,764 920,644 949,764 29,120
Vanguard STAR Fund
STAR Portfolio
Mutual fund shares 1,902,520 -- 1,902,520 1,902,520 --
Mutual fund shares -- 1,358,322 1,367,869 1,358,322 (9,547)
</TABLE>
