SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HARTMARX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3217140
(State of incorporation or (IRS Employer
organization) Identification No.)
101 North Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of
the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
Preferred Stock Chicago Stock Exchange
Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered
On December 6, 1995, the Board of Directors of
Hartmarx Corporation, a Delaware corporation (the
"Company"), declared a dividend of one right (a "Right")
for each outstanding share of Common Stock, $2.50 par
value, of the Company (the "Common Stock"). The dividend
is payable on January 31, 1996 (the "Record Date") to
stockholders of record at the close of business on the
Record Date. The Board of Directors of the Company also
authorized the issuance of one Right for each share of
Common Stock issued after the Record Date and prior to
the earliest of the Distribution Date (as defined below),
the redemption of the Rights and the expiration of the
Rights. Except as set forth below and subject to
adjustment as provided in the Rights Agreement (as
defined below), each Right entitles the registered holder
to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock
(the "Preferred Stock") of the Company, at an exercise
price of $25.00 per Right (the "Purchase Price"). The
description and terms of the Rights are set forth in a
Rights Agreement, dated as of December 6, 1995 (the
"Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").
Upon payment of the dividend on January 31, 1996,
the Rights will attach to all Common Stock certificates
representing shares outstanding, and no separate Rights
Certificates (as defined below) will be distributed. The
Rights will separate from the Common Stock upon the earlier
of (i) the close of business on the tenth day after the
date of public disclosure that a person or group (an
"Acquiring Person"), together with persons affiliated or
associated with it, has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the
outstanding Common Stock (the "Stock Acquisition Date") and
(ii) the close of business on the tenth business day (as
such date may be extended by the Board of Directors of the
Company) after the first date of the commencement or
disclosure of an intention to commence a tender offer or
exchange offer by a person and certain related entities if,
upon consummation of the offer, such person or group,
together with persons affiliated or associated with it,
could acquire beneficial ownership of 15% or more of the
outstanding Common Stock (the earlier of such dates being
called the "Distribution Date"). Until the Distribution
Date (or earlier redemption or expiration of the Rights),
the Rights will be transferable with and only with the
Common Stock (except in connection with redemption of the
Rights). Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer,
replacement or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of
any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date,
such separate Rights Certificates alone will evidence the
Rights.
The Rights will first become exercisable on the
Distribution Date (unless earlier redeemed). The Rights
will expire at the close of business on January 31, 2006
(the "Expiration Date"), unless earlier redeemed by the
Company as described below.
The Purchase Price is subject to adjustment from
time to time to prevent dilution upon the (i) declaration
of a dividend on the Preferred Stock payable in shares of
Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding
Preferred Stock into a smaller number of shares, (iv)
issuance of any shares of the Company's capital stock in a
reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving
corporation), (v) grant to holders of the Preferred Stock
of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred
Stock at less than the current market price of the
Preferred Stock, or (vi) distribution to holders of the
Preferred Stock of other evidences of indebtedness, cash
(other than a regular quarterly cash dividend payable out
of the earnings or retained earnings of the Company),
subscription rights, warrants, or assets (other than a
dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock).
If any person shall become an Acquiring Person
(except (i) pursuant to an offer for all outstanding shares
of Common Stock which the independent directors determine
to be fair to and otherwise in the best interest of the
Company and its shareholders and (ii) for certain persons
who report their ownership on Schedule 13G under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") or on Schedule 13D under the Exchange Act, provided
that they do not state any intention to, or reserve the
right to, control or influence the Company and such persons
certify that they became an Acquiring person inadvertently
and they agree that they will not acquire any additional
shares of the Company's common stock) (such event is
referred to herein as a "Triggering Event"), then the
Rights will "flip-in" and entitle each holder of a Right,
except as provided below, to purchase, upon exercise at the
then-current Purchase Price, that number of shares of
Common Stock having a market value of two times such
Purchase Price.
Any Rights beneficially owned at any time on or
after the earlier of the Distribution Date and the Stock
Acquisition Date by an Acquiring Person or an affiliate or
associate of an Acquiring Person (whether or not such
ownership is subsequently transferred) will become null and
void upon the occurrence of a Triggering Event, and any
holder of such Rights will have no right to exercise such
Rights.
In the event that, following a Triggering Event,
the Company is acquired in a merger or other business
combination in which the Common Stock does not remain
outstanding or is changed (other than a merger which
follows an offer described in the second preceding
paragraph) or 50% of the assets or earning power of the
Company and its Subsidiaries (as defined in the Rights
Agreement)(taken as a whole) is sold or otherwise
transferred to any person (other than the Company or any
Subsidiary of the Company) in one transaction or a series
of related transactions, the Rights will "flip-over" and
entitle each holder of a Right to purchase, upon the
exercise of the Right at the then-current Purchase Price,
that number of shares of common stock of the acquiring
company (or, in certain circumstances, one of its
affiliates) which at the time of such transaction would
have a market value of two times such Purchase Price.
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such
Purchase Price.
At any time prior to the earlier of (i) ten days
following the Stock Acquisition Date, and (ii) the
Expiration Date, the Company (under certain circumstances,
only with the support of the majority of the directors not
affiliated with an Acquiring Person) may redeem the Rights
in whole, but not in part, at a price of $.01 per Right,
subject to adjustment. The Company may, at its option, pay
the redemption price in cash, shares of Common Stock (based
on the current market price of the Common Stock at the time
of redemption) or any other form of consideration deemed
appropriate by the Board of Directors of the Company.
Immediately upon the action of the Company's Board of
Directors electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of
the holders of Rights thereafter will be to receive the
applicable redemption price.
Until a Right is exercised, the holder thereof,
as such, will have no rights as a stockholder of the
Company, including, without limitation, the right to vote
or to receive dividends or distributions.
At any time prior to the Distribution Date, the
Company may, without the approval of any holder of the
Rights, supplement or amend any provision of the Rights
Agreement. Thereafter, the Rights Agreement may be amended
only to cure ambiguities, to correct inconsistent
provisions, to shorten or lengthen any time period
thereunder (under certain circumstances, only with the
concurrence of the majority of the directors unaffiliated
with an Acquiring Person) or in ways that do not adversely
affect the Rights holders. From and after the Distribution
Date, the Rights Agreement may not be amended to lengthen
(A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the
holders of Rights (other than an Acquiring Person).
The Rights have certain anti-takeover effects.
The Rights may cause substantial dilution to a person or
group that attempts to acquire the Company on terms not ap-
proved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business
combination approved by the Company's Board of Directors
prior to the time a person or group has acquired beneficial
ownership of 15% or more of the Common Stock, because until
such time the Rights may be redeemed by the Company.
The foregoing summary description of the Rights
does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, a copy of
which is incorporated by reference as Exhibit 4.1 to this
Registration Statement. Copies of the Rights Agreement
will be available free of charge from the Company.
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
HARTMARX CORPORATION
Date: January 23, 1996 By: /s/ Glenn R. Morgan
Name: Glenn R. Morgan
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT PAGE
4.1. Rights Agreement dated as of December
6, 1995 between Hartmarx Corporation
and First Chicago Trust Company of
New York, as Rights Agent, which
includes as Exhibit A the Certificate
of Designation, Preferences and
Rights of the Series A Junior
Participating Preferred Stock and as
Exhibit B the form of Rights
Certificate (incorporated by
reference to the Company's Current
Report on Form 8-K, dated December
29, 1995).
