<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, 1995 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 1995 for The Hartmarx
Savings-Investment Plan (the Plan) (Commission Files Nos. 2-
32692, 2-44774, 2-53426, 2-64613, 2-83433, 33-6194, 33-42202 and
333-03169), including the following Plan financial statements:
Index to Financial Statements.
Report of Independent Accountants.
Statement of Assets, Liabilities and Plan
Equity at December 31, 1995 and 1994.
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1995.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment at December 31,
1995 (Schedule G, Part I).
Reportable Transactions - Series of
Security Transactions (Schedule G, Part 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 26, 1996 By: GLENN R. MORGAN
----------------------------
Glenn R. Morgan
Executive Vice President and
Chief Financial Officer
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1995 AND 1994
--------------------------
<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, 1995 and 1994 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31,
1995 3
Notes to Financial Statements 4-16
</TABLE>
Supplementary Schedule G:
Assets Held for Investment at December 31, 1995 (Schedule G, Part I)
Reportable Transactions - Series of Security Transactions (Schedule G, Part 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.
Schedules not included as supplemental data have been omitted because they are
not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 18, 1996
To the Participants of The Hartmarx Savings-Investment Plan
and the Plan Administration Committee 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, 1995 and 1994, and the results
of its operations and the changes in its plan equity for the year ended
December 31, 1995, 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
Schedule G, Parts 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, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ASSETS:
Investments (Note 6):
Hartmarx Corporation common stock............... $ 6,529,911 $10,283,224
Vanguard mutual funds:
VFISF - GNMA Portfolio........................ 5,840,029 5,508,668
VMMR - Prime Portfolio........................ 1,356,342 882,916
Index 500 Portfolio........................... 4,993,621 3,179,087
STAR Fund Portfolio........................... 4,838,770 3,791,988
Primecap Fund................................. 2,707,939 505,789
International Growth Portfolio................ 759,062 382,790
Vanguard Investment Contract Trust.............. 5,544,576 6,030,278
Unallocated deposit administration
group annuity insurance contract.............. 1,668,363 1,582,795
Loans to participants........................... 1,270,591 1,401,100
----------- -----------
35,509,204 33,548,635
Due from Hartmarx Corporation:
Employee contributions.......................... 327,873 451,528
Employee loan repayments........................ 41,097 48,585
Accrued investment income......................... 581 583
----------- -----------
Total Assets 35,878,755 34,049,331
LIABILITIES:
Payable to Hartmarx Corporation................... 80,843 -
Administrative expenses payable................... - 24,044
----------- -----------
TOTAL EQUITY $35,797,912 $34,025,287
=========== ===========
</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, 1995
<TABLE>
<S> <C>
Income (loss) from:
Mutual funds-
Net gain on sales of investments............... $ 496,096
Unrealized appreciation, net................... 2,247,171
-----------
Net increase in fair value................... 2,743,267
Dividends on shares of mutual funds............ 963,475
Earnings on money market mutual funds.......... 73,122
-----------
Net investment gain.......................... 3,779,864
-----------
Hartmarx Corporation common stock-
Net gain on distribution of stock
to participants............................... 935
Net loss on sales of stock..................... (103,253)
Unrealized depreciation........................ (1,900,425)
-----------
Net decrease in fair value................... (2,002,743)
Other investment income:
Earnings from Vanguard Investment
Contract Trust................................ 352,517
Interest income from participant loans......... 101,394
Other interest income.......................... 85,568
-----------
Total income..................................... 2,316,600
Participants' contributions...................... 4,250,467
Administrative expenses.......................... (2,370)
Distributions to participants.................... (4,519,199)
Transfer of participants' balances to
benefit provider of sold subsidiary (Note 5).... (272,873)
-----------
Net increase in Plan equity...................... 1,772,625
Plan equity:
Beginning of year............................... 34,025,287
-----------
End of year..................................... $35,797,912
===========
</TABLE>
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. The Plan
Administrator is the Plan Administration Committee of Hartmarx.
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 1995),
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. Refunds of participant contributions
to comply with these regulations are included in distributions to participants
in the accompanying financial statements. Participants may change or cease
contributions without withdrawing from the Plan as participants.
Employer Contributions:
----------------------
Since 1989, Employer contributions have been made to the ESOP. During 1995,
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 and aggregated $259,279. Employer contributions are
subject to maximum limits set by the Code and incorporated in the Plan and the
ESOP. Employer payments to the ESOP also include additional amounts required
for interest and principal owed by the ESOP on a loan payable to Hartmarx.
Employer payments to the ESOP for 1995 aggregated $2,101,779.
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, 1995, the Plan's financial statements include the balance of
nonvested Employer contributions and related earnings of terminated
participants who had not incurred five consecutive one year breaks in service
aggregating the equivalent of 11,246 shares of Hartmarx common stock with a
market value of $49,203 and 1,636 units of the VMMR Prime Portfolio with a
market value of $1,636.
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.
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,
1995, 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.
Administrative Expenses:
-----------------------
Administrative expenses of the Plan comprise trustee, recordkeeping, auditing
and loan fees. Any administrative expenses not paid by the Plan are payable by
Hartmarx. Administrative fees for 1995 of $2,370 paid by the Plan represent
loan fees deducted from participant accounts. For 1995, Hartmarx paid $48,978
of direct Plan administrative fees and an additional $93,199 of fees for the
joint administration of the Plan and the ESOP.
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 in accordance with generally
accepted accounting principles and necessarily include certain amounts based on
the Plan Administrator's reasonable best estimates and judgments, giving due
consideration to materiality.
Investments in publicly-traded securities and in mutual funds are carried at
published market values and net asset values, respectively. Investments in the
Vanguard Investment Contract Trust, a collective investment trust, are carried
at fair value which approximates the contract values of the Trust's investment
contracts. The investment in the unallocated group annuity insurance contract,
an investment contract, is carried at estimated fair value. Loans to
participants represent the unpaid principal balance.
Income from investments is recorded as earned. Net gain (loss) on sales of
investments represents the difference between (a) the proceeds realized from
the sales of mutual funds and Hartmarx common stock and (b) the market value of
those investments held at the earlier of the beginning of the year or at the
date of acquisition during the year. The net gain on distributions of Hartmarx
common stock to participants represents the difference between the market value
of the stock on the date of distribution and the market value at the beginning
of the year. Unrealized appreciation (depreciation) represents the difference
between (a) the year-end market value of mutual funds and common stock held and
(b) the cost of investments purchased during the year (including Hartmarx stock
purchased with participant contributions to the Hartmarx Stock Fund at 90% of
average trading prices) or the market value at the beginning of the year for
investments held to year-end.
Distributions to participants include the market value of Hartmarx common stock
distributed and proceeds from the liquidation of participant investments and
including unpaid loan balances.
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.
6
<PAGE>
International Growth Portfolio, a growth fund which invests primarily in
stocks of companies based outside of the United States.
Hartmarx GIC Fund, an investment contract fund which is invested in the
Vanguard Investment Contract Trust, which primarily holds contracts issued
by insurance companies and banks, and in a contract with an insurance
company.
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 1995 have been purchased
from Hartmarx at the 90% of average trading prices credited to participant
accounts for contributions. Shares acquired in 1995 with funds from loan
repayments and transfers to the Hartmarx Stock Fund were primarily
purchased from Hartmarx.
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, 1995 December 31, 1994
--------------------- ---------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Hartmarx Stock Fund 1,087,339 $ 6.05 1,273,226 $ 8.12
VFISF GNMA Portfolio 559,926 $10.43 575,018 $ 9.58
Hartmarx GIC Fund 7,212,939 $ 1.00 7,613,073 $ 1.00
VMMR Prime Portfolio 1,227,588 $ 1.00 826,113 $ 1.00
Vanguard Index 500 Portfolio 86,695 $57.60 73,984 $42.97
Vanguard STAR Fund Portfolio 322,155 $15.02 300,951 $12.60
Primecap Fund 103,238 $26.23 25,315 $19.98
International Growth Portfolio 50,537 $15.02 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
repayments 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.
7
<PAGE>
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 April 5, 1996, 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, 1989. 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.
NOTE 5 - Transfer of Participants' Balances to Benefit Provider of Sold
-----------------------------------------------------------------------
Subsidiary:
----------
On July 27, 1995, Hartmarx completed the sale of Kuppenheimer Manufacturing Co.
("Kuppenheimer"), a wholly-owned subsidiary and an Employer. As of that date,
Kuppenheimer ceased being a participating Employer in the Plan and
participating Kuppenheimer employees became fully vested in Employer
contributions. Subsequently, participating Kuppenheimer employees elected to
participate in a trustee-to-trustee transfer of account balances aggregating
$272,873 to a benefit provider of a plan established by the new owner of
Kuppenheimer.
NOTE 6 - Investment Information:
-------------------------------
The following summarizes the Plan's investments at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995
-------------------------
Shares, units Fair
or cost value
------------- ----------
<S> <C> <C>
At quoted market value or net asset value:
Hartmarx Corporation Common Stock........... 1,492,551 $ 6,529,911
Vanguard Mutual Funds:
VFISF-GNMA Portfolio....................... 559,926 5,840,029
VMMR Prime Portfolio....................... 1,356,342 1,356,342
Index 500 Portfolio........................ 86,695 4,993,621
STAR Fund Portfolio........................ 322,155 4,838,770
Primecap Fund.............................. 103,238 2,707,939
International Growth Portfolio............. 50,537 759,062
-----------
27,025,674
-----------
At estimated fair value:
Vanguard Investment Contract Trust.......... 5,544,576 5,544,576
Unallocated group annuity
insurance contract:
MBL Life Assurance Corp.................... $ 1,668,363 1,668,363
Loans to participants....................... $ 1,270,591 1,270,591
-----------
8,483,530
-----------
Total investments......................... $35,509,204
===========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
1994
--------------------------
<S> <C> <C>
At quoted market value or net asset 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
-----------
9,014,173
-----------
Total investments.......................... $33,548,635
===========
</TABLE>
The Vanguard Investment Contract Trust's average yield during 1995 and 1994 was
6.23% and 5.85%, respectively, and the yield as of December 31, 1995 and 1994
was 6.25% and 6.18%, respectively. The yield of the Vanguard Investment
Contract Trust is subject to adjustment daily based on interest credited and
earnings on the Trust's investment contracts.
The MBL Life Assurance Corporation group annuity insurance contract is a
restructured investment contract received during 1994 under a rehabilitation
plan, replacing an earlier contract with The Mutual Benefit Life Insurance
Company. The restructured investment contract matures on December 31, 1999,
the end of the rehabilitation period. Under the rehabilitation plan, the
restructured investment contract limits annual withdrawals without penalty to
2% of the restructured contract value or greater amounts needed to fund
benefits for retirement, death, disability and hardship; larger withdrawals
during the remainder of the rehabilitation period are subject to penalties of
up to 16.3%. During the rehabilitation period, the Plan is funding participant
distributions, loans and transfers from the Hartmarx GIC Fund from more liquid
investments of the Hartmarx GIC Fund.
The crediting interest rate is reset annually based on the experience of MBL
Life Assurance Corporation. The minimum annual crediting interest rate during
the rehabilitation period is 5%. A substantial portion of Plan's restructured
contract is guaranteed by the Illinois Life and Health Insurance Guaranty
Association; if the current credit interest rate continues to maturity,
approximately 95% of the restructured contract value at maturity is guaranteed.
The restructured contract's yield during both 1995 and 1994 was 5.1% and for
1996 is 5.1%. The restructured investment contract, reported in the Plan's
financial statements is at estimated fair value, representing the contract
values at December 31, 1995 and 1994 less valuation reserves of $96,950 and
$96,895, respectively.
9
<PAGE>
NOTE 7 - Fund Information:
-------------------------
The financial position of the funds comprising the Plan as of December 31, 1995
and 1994 is as follows:
<TABLE>
<CAPTION>
VFISF GNMA Portfolio
----------------------
1995 1994
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
VFISF - GNMA Portfolio............. $5,840,029 $5,508,668
---------- ----------
5,840,029 5,508,668
Due from Hartmarx Corporation:
Employee contributions.............. 35,231 58,504
Employee loan repayments............ 6,233 8,877
---------- ----------
5,881,493 5,576,049
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $5,881,493 $5,576,049
========== ==========
Hartmarx GIC Fund
----------------------
1995 1994
---------- ----------
ASSETS:
Investments:
Vanguard Investment Contract Trust.. $5,544,576 $6,030,278
Unallocated group annuity
insurance contract................. 1,668,363 1,582,795
---------- ----------
7,212,939 7,613,073
Due from Hartmarx Corporation:
Employee contributions.............. 45,856 66,187
Employee loan repayments............ 5,998 9,601
---------- ----------
7,264,793 7,688,861
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $7,264,793 $7,688,861
========== ==========
VMMR Prime Portfolio
----------------------
1995 1994
---------- ----------
ASSETS:
Investments:
Vanguard mutual funds:
VMMR - Prime Portfolio............. $1,227,588 $ 826,113
---------- ----------
1,227,588 826,113
Due from Hartmarx Corporation:
Employee contributions.............. 7,806 14,046
Employee loan repayments............ 506 812
---------- ----------
1,235,900 840,971
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $1,235,900 $ 840,971
========== ==========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Index 500 Portfolio
----------------------
1995 1994
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
Index 500 Portfolio.............. $4,993,621 $3,179,087
---------- ----------
4,993,621 3,179,087
Due from Hartmarx Corporation:
Employee contributions............ 49,856 54,890
Employee loan repayments.......... 5,896 5,137
---------- ----------
5,049,373 3,239,114
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $5,049,373 $3,239,114
========== ==========
STAR Fund Portfolio
----------------------
1995 1994
---------- ----------
ASSETS:
Investments:
Vanguard mutual funds:
STAR Fund Portfolio.............. $4,838,770 $3,791,988
---------- ----------
4,838,770 3,791,988
Due from Hartmarx Corporation:
Employee contributions............ 63,031 78,659
Employee loan repayments.......... 5,252 5,942
---------- ----------
4,907,053 3,876,589
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $4,907,053 $3,876,589
========== ==========
Primecap Fund
----------------------
1995 1994
---------- ----------
ASSETS:
Investments:
Vanguard mutual funds:
Primecap Fund..................... $2,707,939 $ 505,789
---------- ----------
2,707,939 505,789
Due from Hartmarx Corporation:
Employee contributions............. 45,350 15,804
Employee loan repayments........... 6,020 2,439
---------- ----------
2,759,309 524,032
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $2,759,309 $ 524,032
========== ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
International
Growth Portfolio
----------------------
1995 1994
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
International Growth Portfolio.. $ 759,062 $ 382,790
---------- -----------
759,062 382,790
Due from Hartmarx Corporation:
Employee contributions........... 10,419 16,639
Employee loan repayments......... 1,012 1,237
---------- -----------
770,493 400,666
LIABILITIES: - -
---------- -----------
TOTAL EQUITY $ 770,493 $ 400,666
========== ===========
Loan Fund
----------------------
1995 1994
---------- -----------
ASSETS:
Investments:
Loans to participants........... $1,270,591 $ 1,401,100
---------- -----------
1,270,591 1,401,100
LIABILITIES: - -
---------- -----------
TOTAL EQUITY $1,270,591 $ 1,401,100
========== ===========
Hartmarx Stock Fund
----------------------
1995 1994
---------- -----------
ASSETS:
Investments:
Hartmarx Corporation common
stock.......................... $6,529,911 $10,283,224
Vanguard mutual funds:
VMMR - Prime Portfolio......... 128,754 56,803
---------- -----------
6,658,665 10,340,027
Due from Hartmarx Corporation:
Employee contributions.......... 70,324 146,799
Employee loan repayments........ 10,180 14,540
Accrued investment income......... 581 583
---------- -----------
6,739,750 10,501,949
LIABILITIES:
Payable to Hartmarx Corporation... 80,843 -
Administrative expenses payable... - 24,044
---------- -----------
TOTAL EQUITY $6,658,907 $10,477,905
========== ===========
</TABLE>
Investment in each fund option above is at the participants' direction, except
that Employer contributions prior to 1989 and related earnings aggregating
$632,005 and $942,867 at December 31, 1995 and 1994, respectively, are
restricted to the Hartmarx Stock Fund.
12
<PAGE>
Income and changes in the equity of the funds comprising the Plan for the year
ended December 31, 1995 is as follows:
<TABLE>
<CAPTION>
Hartmarx VFISF Hartmarx
Stock GNMA GIC
Fund Portfolio Fund
------------ --------- ----------
<S> <C> <C> <C>
Income (loss) from:
Net gain on distributions of stock
to participants................... $ 935 $ - $ -
Net gain (loss) on sales of
investments....................... (103,253) 55,830 -
Unrealized appreciation
(depreciation) of investments..... (1,900,425) 418,253 -
----------- ---------- ----------
Net increase (decrease) in
fair value........................ (2,002,743) 474,083 -
Other investment income:
Dividends on shares of
mutual funds...................... - 411,284 -
Earnings from money market
mutual fund....................... 6,814 - -
Earnings from Vanguard Investment
Contract Trust.................... - - 352,517
Interest income..................... - - 85,568
----------- ---------- ----------
Total income (loss).......... (1,995,929) 885,367 438,085
Participants' contributions........... 1,056,144 507,663 660,988
Transfers - loan withdrawals.......... (202,699) (138,313) (107,438)
Transfers - loan repayments........... 168,852 106,331 95,595
Transfers - among investment
funds, net.......................... (1,921,664) (179,551) (316,200)
Administrative expenses............... (600) (900) -
Distributions to participants......... (862,618) (827,698) (1,152,253)
Transfer of participants' balances
to benefit provider of
sold subsidiary..................... (60,484) (47,455) (42,845)
----------- ---------- ----------
Net increase (decrease) in fund
equity.............................. (3,818,998) 305,444 (424,068)
Fund equity:
Beginning of year................... 10,477,905 5,576,049 7,688,861
----------- ---------- ----------
End of year......................... $ 6,658,907 $5,881,493 $7,264,793
=========== ========== ==========
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
VMMR Index STAR
Prime 500 Fund
Portfolio Portfolio Portfolio
--------- ---------- ----------
<S> <C> <C> <C>
Income from:
Net gain on sales of investments..... $ - $ 144,462 $ 160,452
Unrealized appreciation
of investments...................... - 991,094 570,970
---------- ---------- ----------
Net increase in fair value........... - 1,135,556 731,422
Other investment income:
Dividends on shares of
mutual funds........................ - 110,617 343,955
Earnings from money market
mutual fund......................... 66,308 - -
---------- ---------- ----------
Total income....................... 66,308 1,246,173 1,075,377
Participants' contributions.......... 130,810 620,377 690,985
Transfers - loan withdrawals......... (12,673) (47,417) (65,867)
Transfers - loan repayments.......... 17,470 87,415 66,696
Transfers - among investment funds,
net................................. 327,114 443,168 (124,580)
Administrative expenses.............. (110) (90) (540)
Distributions to participants........ (103,970) (514,651) (578,263)
Transfer of participants' balances
to benefit provider of
sold subsidiary..................... (30,020) (24,716) (33,344)
---------- ---------- ----------
Net increase in fund equity......... 394,929 1,810,259 1,030,464
Fund equity:
Beginning of year................... 840,971 3,239,114 3,876,589
---------- ---------- ----------
End of year......................... $1,235,900 $5,049,373 $4,907,053
========== ========== ==========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
International
Primecap Growth Loan
Fund Portfolio Fund
----------- ------------- ----------
<S> <C> <C> <C>
Income from:
Net gain on sales of investments..... $ 119,946 $ 15,406 $ -
Unrealized appreciation
of investments..................... 222,622 44,232 -
---------- -------- ----------
Net increase in fair value........... 342,568 59,638 -
Other investment income:
Dividends on shares of
mutual funds....................... 77,449 20,170 -
Interest income from
participant loans.................. - - 101,394
---------- -------- ----------
Total income..................... 420,017 79,808 101,394
Participants' contributions.......... 449,614 133,886 -
Transfers - loan withdrawals......... (16,137) (3,580) 594,124
Transfers - loan repayments.......... 67,051 15,634 (625,044)
Transfers - among investment funds,
net................................ 1,584,534 187,179 -
Administrative expenses.............. (70) (60) -
Distributions to participants........ (235,892) (42,871) (200,983)
Transfer of participants' balances
to benefit provider of
sold subsidiary.................... (33,840) (169) -
---------- -------- ----------
Net increase (decrease) in fund
equity........................... 2,235,277 369,827 (130,509)
Fund equity:
Beginning of year.................. 524,032 400,666 1,401,100
---------- -------- ----------
End of year........................ $2,759,309 $770,493 $1,270,591
========== ======== ==========
</TABLE>
15
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 333-03169) of
Hartmarx Corporation of our report dated June 18, 1996 appearing on page 1 of
Exhibit 99 to the 1995 Annual Report on Form 10-K of Hartmarx Corporation,
filed with this Form 10K-A.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 18, 1996
<PAGE>
Schedule G, Part 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, 1995
--------------------
<TABLE>
<CAPTION>
IDENTITY OF PARTY,
DESCRIPTION OF MATURITY INTEREST CURRENT
INVESTMENT DATE RATE COST VALUE
<S> <C> <C> <C> <C>
Line 31c(9)(b)
--------------
Loans to Participants Various 7%-11.5% $ -0- $ 1,270,591
========== ===========
Line 31c(11)
------------
Vanguard Investment Contract
Trust (5,544,576 units) $5,544,576 $ 5,544,576
========== ===========
Line 31c(15)
------------
VMMR - Prime Portfolio
(1,356,342 shares) $1,356,342 $ 1,356,342
VFISF-GNMA Portfolio
(559,926 shares) $5,715,714 $ 5,840,029
Index 500 Portfolio
(86,695 shares) $3,935,509 $ 4,993,621
STAR Fund Portfolio
(322,155 shares) $4,365,824 $ 4,838,770
Primecap Fund
(103,238 shares) $2,485,781 $ 2,707,939
International Growth
Portfolio
(50,537 shares) $ 724,249 $ 759,062
---------- -----------
</TABLE>
$18,583,419 $20,495,763
=========== ===========
<PAGE>
Schedule G, Part 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, 1995
--------------------
<TABLE>
<CAPTION>
IDENTITY OF PARTY,
DESCRIPTION OF MATURITY INTEREST PAR CURRENT
INVESTMENT 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 $ 1,668,363 $1,668,363
=========== ==========
Line 31d(1)
-----------
*Hartmarx Corporation
Common stock
(1,492,551 shares) $ 2.50 $12,776,791 $6,529,911
=========== ==========
</TABLE>
# - See Note 6 to financial statements for further information.
* - Party in interest to the Plan.
<PAGE>
Schedule G, Part 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
1/1/95 THROUGH 12/31/95
<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 1,579,066 - 1,579,066 1,703,176 124,110
Common stock - 3,160,956 4,949,733 3,160,956 (1,788,777)
Vanguard Investment
Contract Trust
Trust units 1,616,211 - 1,616,211 1,616,211 -
Trust units - 2,016,351 2,016,351 2,016,351 -
VMMR Prime Portfolio
Mutual fund shares 1,400,717 - 1,400,717 1,400,717 -
Mutual fund shares - 1,000,788 1,000,788 1,000,788 -
Vanguard GNMA Portfolio
Mutual fund shares 1,315,183 - 1,315,183 1,315,183 -
Mutual fund shares - 1,457,906 1,480,421 1,457,906 (22,515)
Vanguard Index Trust
500 Portfolio
Mutual fund shares 1,840,150 - 1,840,150 1,840,150 -
Mutual fund shares - 1,161,172 998,058 1,161,172 163,114
Vanguard STAR Fund
STAR Portfolio
Mutual fund shares 2,013,938 - 2,013,938 2,013,938 -
Mutual fund shares - 1,698,578 1,586,643 1,698,578 111,935
Vanguard Primecap Fund
Mutual fund shares 2,947,613 - 2,947,613 2,947,613 -
Mutual fund shares - 1,088,031 970,824 1,088,031 117,207
</TABLE>
