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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 1995
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HARTMARX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8501 36-3217140
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(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification No.)
incorporation or
organization)
101 North Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 312 372-6300
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Not Applicable
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(Former name or former address, if changed since last year)
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Item 5. Other Events
Pursuant to a Stock Purchase Agreement, dated as of May 8, 1995 (the
"Purchase Agreement"), Hartmarx Corporation (the "Company") agreed to sell to
Kupp Acquisition Corp., a Delaware corporation (the "Purchaser"), all of the
outstanding shares of common stock, no par value per share (the "Shares"),
of Kuppenheimer Manufacturing Company, Inc., an Ohio corporation
("Kuppenheimer"), and certain real property located in Georgia (the "Property")
in consideration for $12 million in cash and a promissory note of Kuppenheimer,
in the principal amount of $2.5 million, due and payable in semi-annual
installments through September 1, 2007, guaranteed by Purchaser and secured by
one of Kuppenheimer's manufacturing plants. The Purchase Agreement also provides
that the Company (or an affiliate of the Company) will lease to Kuppenheimer,
certain real property located in Ohio and Georgia for aggregate lease payments
of approximately $2 million over the next four years, after which the property
so leased will be transferred to the Purchaser. The Company expects the sale of
the Shares and the Property to result in a charge against equity of
approximately $18 million.
The consummation of the transaction contemplated by the Purchase Agreement
is subject to certain conditions, including Purchaser having obtained financing
for the acquisition of the Shares. A copy of the Company's press release, dated
May 9, 1995, relating to the Purchase Agreement is attached hereto as Exhibit
20.
Item 7. Exhibits
(c) Exhibits
Exhibit Number
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20 Press Release, dated May 9, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois.
Dated: May 15, 1995
HARTMARX CORPORATION
By: /s/ Wallace L. Rueckel
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Wallace L. Rueckel,
Executive Vice President,
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Number Description Numbered Page
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20 Press Release, 5
dated May 9, 1995
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Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
312 372-6300
HARTMARX CORPORATION TO SELL ITS KUPPENHEIMER BUSINESS
Contact: Frank Brenner 312-357-5111
(or) Adriana Schmeling 212-237-1516
CHICAGO, May 9, 1995 -- Hartmarx Corporation (NYSE: HMX) today announced
that it has agreed to the sale of its Kuppenheimer subsidiary to Kupp
Acquisition Corp., formed by a strategic investment group led by Gene Kosack,
former president and CEO of NBO Stores, Inc.
Under the terms of the agreement, Hartmarx will receive $12 million in cash
at closing, subject to normal closing adjustments, plus a promissory note in the
amount of $2.5 million secured by one of Kuppenheimer's manufacturing
facilities. The agreement also provides for Hartmarx to be paid an additional
$2.0 million over the next four years. Closing of the sale, currently
anticipated to occur in June, 1995, is contingent upon satisfaction of various
conditions including the completion of financing arrangements by the purchaser.
Elbert O. Hand, Chairman and Chief Executive Officer of Hartmarx
Corporation, commented, "The sale of Kuppenheimer marks the final chapter in the
three year transformation of Hartmarx into the largest quality
marketing/manufacturing firm serving the business and casual apparel needs of
its consumers."
"In 1992 Hartmarx Corporation made the strategic decision to focus its
energies on its successful marketing companies. With the sale of Kuppenheimer
all of the Company's retail units will now have been sold or discontinued.
During the past three years we have restored the Company to profitability,
reduced debt by 40%, increased shareholders' equity by 82% and completely
refinanced the Company's capital structure. Marketing initiatives in golfwear,
casualwear and tailored clothing have replaced $80 million of sales to our
former retail units with new customers."
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"While we believe that Kuppenheimer has great potential, now is the time to
take advantage of an opportunity to redeploy assets into our other marketing and
manufacturing businesses. We feel that this agreement to sell the business is
the best arrangement for the long-term benefit of both Hartmarx and
Kuppenheimer," Mr. Hand concluded.
Kuppenheimer, headquartered near Atlanta, Georgia, is an integrated
manufacturing and direct-to-consumer retailing operation of moderate priced
tailored clothing. It operates 91 retail stores supplied by two owned factories.
In the fiscal year ended November 30, 1994 Kuppenheimer generated earnings of
$1.7 million before interest and taxes on sales of $96 million. Its net assets
were $34 million on November 30, 1994.
In the fiscal year ended November 30, 1994, Hartmarx Corporation reported
consolidated sales of $718 million and net earnings of $16.1 million. Hartmarx
intends to reflect the Kuppenheimer business as a discontinued operation and
prior period results will be restated accordingly. The anticipated effect of
this transaction will be charge against equity of approximately $18 million.
Cash realized in this transaction will further reduce debt and associated
interest expense.
Hartmarx produces and markets business, casual and golfing apparel under a
number of leading brands including Hart Schaffner & Marx, Hickey-Freeman, Austin
Reed, Tommy Hilfiger, Nino Cerruti, KM by Krizia, Pierre Cardin, Sansabelt, Jack
Nicklaus, Bobby Jones and Barrie Pace through a broad range of channels
including fine specialty and leading department stores, value-oriented
retailers, mass merchants and direct-mail catalogs.
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