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, 1996 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 1996 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 and Schedules.
Report of Independent Accountants.
Statement of Assets, Liabilities and Plan Equity
at December 31, 1996 and 1995.
Statement of Income and Changes in Plan Equity for
the Year Ended December 31, 1996.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment Purposes at
December 31, 1996 (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, 1997 By: GLENN R. MORGAN
---------------
Glenn R. Morgan
Executive Vice President and
Chief Financial Officer
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
Page
----
Report of Independent Accountants 1
Financial Statements:
Statement of Assets, Liabilities and Plan
Equity at December 31, 1996 and 1995 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1996 3
Notes to Financial Statements 4-15
Supplementary Schedules:
Assets Held for Investment Purposes at December 31, 1996
(Schedule G, Part I)
Reportable Transactions - Series of Security Transactions
(Schedule G, Part V)
Schedules not included as supplemental data have been omitted because they
are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 20, 1997
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, 1996 and 1995, and the
results of its operations and the changes in its plan equity for the year
ended December 31, 1996, 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, 1996 AND 1995
1996 1995
----------- -----------
ASSETS:
Investments (Note 6):
Hartmarx Corporation common stock........... $ 8,259,592 $ 6,529,911
Vanguard mutual funds:
VFISF - GNMA Portfolio.................... 5,772,049 5,840,029
VMMR - Prime Portfolio.................... 6,040,706 1,356,342
Index 500 Portfolio....................... 7,136,547 4,993,621
STAR Fund Portfolio....................... 6,234,193 4,838,770
PRIMECAP Fund............................. 4,118,385 2,707,939
International Growth Portfolio............ 1,684,319 759,062
Vanguard Investment Contract Trust.......... 3,645,340 5,544,576
Unallocated deposit administration
group annuity insurance contract.......... 1,773,121 1,668,363
Loans to participants....................... 1,660,404 1,270,591
----------- -----------
46,324,656 35,509,204
Due from Hartmarx Corporation:
Employee contributions...................... 302,809 327,873
Employee loan repayments.................... 58,107 41,097
Accrued investment income..................... 328 581
----------- -----------
Total Assets 46,685,900 35,878,755
LIABILITIES:
Payable to Hartmarx Corporation............... 78,346 80,843
----------- -----------
TOTAL EQUITY $46,607,554 $35,797,912
=========== ===========
See accompanying notes to financial statements.
<PAGE> 2
THE HARTMARX SAVINGS-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
Income from:
Mutual funds-
Net gain on sales of investments.................... $ 284,596
Unrealized appreciation, net........................ 1,587,250
-----------
Net increase in fair value........................ 1,871,846
Dividends on shares of mutual funds................. 1,322,563
Earnings on money market mutual funds............... 279,775
-----------
Net investment gain............................... 3,474,184
-----------
Hartmarx Corporation common stock-
Net gain on distribution of stock
to participants................................... 64,232
Net gain on sales of stock.......................... 98,403
Unrealized appreciation............................. 1,680,046
-----------
Net increase in fair value........................ 1,842,681
Other investment income:
Earnings from Vanguard Investment
Contract Trust.................................... 262,750
Interest income from participant loans.............. 125,996
Other interest income............................... 104,758
-----------
Total income............................................ 5,810,369
Participants' contributions............................. 3,633,414
Administrative expenses................................. (8,763)
Distributions to participants........................... (7,663,894)
Transfers of participants' balances
received from other benefit plans (Note 5)............ 9,038,516
-----------
Net increase in Plan equity............................. 10,809,642
Plan equity:
Beginning of year..................................... 35,797,912
-----------
End of year........................................... $46,607,554
===========
See accompanying notes to financial statements.
<PAGE> 3
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - Plan Description:
- -------------------------
The Hartmarx Savings-Investment Plan (the "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 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 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 $9,500 in 1996), 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 1996,
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 $222,077. 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 1996 aggregated $2,071,499.
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.
<PAGE> 4
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, 1996, 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 10,094 shares of Hartmarx common
stock with a market value of $56,779 and 25,902 units of the VMMR Prime
Portfolio with a market value of $25,902.
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, 1996, 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 and an
annual administration fee which is deducted from the participant's account
in each year the loan is outstanding. Loan origination and annual
administration fees increased from $30 to $40 and from $10 to $20,
respectively, on January 1, 1996.
Administrative Expenses:
- -----------------------
Administrative expenses of the Plan comprise trustee, recordkeeping,
auditing and loan fees. Administrative expenses not paid by the Plan are
payable by Hartmarx. Administrative fees for 1996 of $8,763 paid by the
Plan represent loan fees, which were deducted from participant accounts,
and recordkeeping fees paid from forfeitures of nonvested Employer
contributions and related earnings. For 1996, Hartmarx paid $31,646 of
direct Plan administrative fees and an additional $112,460 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.
<PAGE> 5
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 unpaid loan balances, proceeds from
the liquidation of participant investments and the market value of Hartmarx
common stock distributed.
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.
<PAGE> 6
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 1996 have been
purchased from Hartmarx at the 90% of average trading prices credited to
participant accounts for contributions. Shares acquired in 1996 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:
December 31, 1996 December 31, 1995
--------------------- ---------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
Hartmarx Stock Fund 1,070,398 $ 7.75 1,087,339 $ 6.05
VFISF GNMA Portfolio 564,780 $10.22 559,926 $10.43
Hartmarx GIC Fund 5,418,461 $ 1.00 7,212,939 $ 1.00
VMMR Prime Portfolio 5,926,693 $ 1.00 1,227,588 $ 1.00
Vanguard Index 500 Portfolio 103,189 $69.16 86,695 $57.60
Vanguard STAR Fund Portfolio 393,077 $15.86 322,155 $15.02
PRIMECAP Fund 136,914 $30.08 103,238 $26.23
International Growth Portfolio 102,328 $16.46 50,537 $15.02
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.
<PAGE> 7
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 January 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 - Transfers of Participants' Balances Received from Other Benefit
- ------------------------------------------------------------------------
Plans:
-----
During 1996, profit sharing plans sponsored by two subsidiaries of Hartmarx
Corporation were merged into the Hartmarx Savings-Investment Plan. The
Jaymar-Ruby Deferred Profit Sharing Plan transferred participant balances
and related assets comprising $8,207,695 of cash to the VMMR Prime
Portfolio and $379,664 of participant loans to the Loan Fund. The Country
Miss Deferred Profit Sharing Plan also transferred participant balances and
related assets comprising $451,157 of cash to the VMMR Prime Portfolio.
NOTE 6 - Investment Information:
- -------------------------------
The following summarizes the Plan's investments at December 31, 1996 and
1995:
1996
-------------------------
Shares, units Fair
or cost value
------------- -----
At quoted market value or net asset value:
Hartmarx Corporation Common Stock ................ 1,468,372 $ 8,259,592
Vanguard Mutual Funds:
VFISF-GNMA Portfolio ........................... 564,780 5,772,049
VMMR Prime Portfolio............................ 6,040,706 6,040,706
Index 500 Portfolio............................. 103,189 7,136,547
STAR Fund Portfolio............................. 393,077 6,234,193
PRIMECAP Fund................................... 136,914 4,118,385
International Growth Portfolio.................. 102,328 1,684,319
-----------
39,245,791
-----------
At estimated fair value:
Vanguard Investment Contract Trust................ 3,645,340 3,645,340
Unallocated group annuity insurance contract:
MBL Life Assurance Corp......................... $1,773,121 1,773,121
Loans to participants............................. $1,660,404 1,660,404
-----------
7,078,865
-----------
Total investments........................... $46,324,656
===========
<PAGE> 8
1995
------------------------
Shares, units Fair
or cost value
------------- -----
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
===========
The Vanguard Investment Contract Trust's average yield during 1996 and 1995
was 6.07% and 6.23%, respectively, and the yield as of December 31, 1996
and 1995 was 6.13% and 6.25%, 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
1996 and 1995 was 5.1% and for 1997 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, 1996 and 1995 less
valuation reserves of $82,223 and $96,950, respectively.
<PAGE> 9
NOTE 7 - Fund Information:
- -------------------------
The financial position of the funds comprising the Plan as of December 31,
1996 and 1995 is as follows:
VFISF GNMA Portfolio
----------------------
ASSETS: 1996 1995
---- ----
Investments:
Vanguard mutual funds:
VFISF - GNMA Portfolio....................... $5,772,049 $5,840,029
---------- ----------
5,772,049 5,840,029
Due from Hartmarx Corporation:
Employee contributions......................... 29,590 35,231
Employee loan repayments....................... 8,066 6,233
---------- ----------
5,809,705 5,881,493
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $5,809,705 $5,881,493
========== ==========
Hartmarx GIC Fund
----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard Investment Contract Trust............. $3,645,340 $5,544,576
Unallocated group annuity
insurance contract........................... 1,773,121 1,668,363
---------- ----------
5,418,461 7,212,939
Due from Hartmarx Corporation:
Employee contributions......................... 25,907 45,856
Employee loan repayments....................... 5,446 5,998
---------- ----------
5,449,814 7,264,793
LIABILITIES: - -
---------- ---------
TOTAL EQUITY $5,449,814 $7,264,793
========== ==========
VMMR Prime Portfolio
-----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard mutual funds:
VMMR - Prime Portfolio....................... $5,926,693 $1,227,588
---------- ----------
5,926,693 1,227,588
Due from Hartmarx Corporation:
Employee contributions......................... 5,226 7,806
Employee loan repayments....................... 3,798 506
---------- ----------
5,935,717 1,235,900
========== ==========
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $5,935,717 $1,235,900
========== ==========
<PAGE> 10
Index 500 Portfolio
-----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard mutual funds:
Index 500 Portfolio.......................... $7,136,547 $4,993,621
---------- ----------
7,136,547 4,993,621
Due from Hartmarx Corporation:
Employee contributions......................... 65,155 49,856
Employee loan repayments....................... 9,052 5,896
---------- ----------
7,210,754 5,049,373
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $7,210,574 $5,049,373
========== ==========
STAR Fund Portfolio
----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard mutual funds:
STAR Fund Portfolio.......................... $6,234,193 $4,838,770
---------- ----------
6,234,193 4,838,770
Due from Hartmarx Corporation:
Employee contributions......................... 65,544 63,031
Employee loan repayments....................... 8,305 5,252
---------- ----------
6,308,042 4,907,053
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $6,308,042 $4,907,053
========== ==========
PRIMECAP Fund
-----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard mutual funds:
PRIMECAP Fund................................ $4,118,385 $2 707,939
---------- ----------
4,118,385 2,707,939
Due from Hartmarx Corporation:
Employee contributions......................... 47,927 45,350
Employee loan repayments....................... 9,434 6,020
---------- ----------
4,175,746 2,759,309
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $4,175,746 $2,759,309
========== ==========
<PAGE> 11
International
Growth Portfolio
----------------------
1996 1995
---- ----
ASSETS:
Investments:
Vanguard mutual funds:
International Growth Portfolio............... $1,684,319 $ 759,062
---------- ----------
1,684,319 759,062
Due from Hartmarx Corporation:
Employee contributions......................... 14,991 10,419
Employee loan repayments....................... 1,860 1,012
---------- ----------
1,701,170 770,493
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $1,701,170 $ 770,493
========== ==========
Loan Fund
----------------------
1996 1995
---- ----
ASSETS:
Investments:
Loans to participants.......................... $1,660,404 $1,270,591
---------- ----------
1,660,404 1,270,591
LIABILITIES: - -
---------- ----------
TOTAL $1,660,404 $1,270,591
========== ==========
Hartmarx Stock Fund
-----------------------
1996 1995
---- ----
ASSETS:
Investments:
Hartmarx Corporation common
stock........................................ $8,259,592 $6,529,911
Vanguard mutual funds:
VMMR - Prime Portfolio....................... 114,013 128,754
---------- ----------
8,373,605 6,658,665
Due from Hartmarx Corporation:
Employee contributions......................... 48,469 70,324
Employee loan repayments....................... 12,146 10,180
Accrued investment income........................ 328 581
---------- ----------
8,434,548 6,739,750
LIABILITIES:
Payable to Hartmarx Corporation.................. 78,346 80,843
---------- ----------
TOTAL EQUITY $8,356,202 $6,658,907
========== ==========
Investment in each fund option above is at the participants' direction,
except that Employer contributions prior to 1989 and related earnings
aggregating $649,965 and $632,005 at December 31, 1996 and 1995,
respectively, are restricted to the Hartmarx Stock Fund.
<PAGE> 12
Income and changes in the equity of the funds comprising the Plan for the
year ended December 31, 1996 is as follows:
Hartmarx VFISF Hartmarx
Stock GNMA GIC
Fund Portfolio Fund
-------- --------- --------
Income (loss) from:
Net gain on distributions of stock
to participants.................... $ 64,232 $ - $ -
Net gain (loss) on sales of
investments........................ 98,403 (23,828) -
Unrealized appreciation
(depreciation) of investments...... 1,680,046 (87,445) -
----------- ---------- -----------
Net increase (decrease) in
fair value......................... 1,842,681 (111,273) -
Other investment income:
Dividends on shares of
mutual funds....................... - 405,450 -
Earnings from money market
mutual fund........................ 6,841 - -
Earnings from Vanguard Investment
Contract Trust..................... - - 262,750
Interest income...................... - - 104,758
----------- --------- ----------
Total income (loss)........... 1,849,522 294,177 367,508
Participants' contributions............ 621,463 377,375 430,955
Transfers - loan withdrawals........... (129,609) (95,268) (78,440)
Transfers - loan repayments............ 166,040 116,483 98,084
Transfers - among investment funds, net. 166,102 (244,155) (432,100)
Administrative expenses................. (7,073) (640) -
Distributions to participants........... (969,150) (519,760) (2,200,986)
----------- ---------- -----------
Net increase (decrease) in fund
equity............................... 1,697,295 (71,788) (1,814,979)
Fund equity:
Beginning of year.................... 6,658,907 5,881,493 7,264,793
----------- --------- ----------
End of year.......................... $8,356,202 $5,809,705 $5,449,814
========== ========== ==========
<PAGE> 13
VMMR Index STAR
Prime 500 Fund
Portfolio Portfolio Portfolio
--------- --------- ---------
Income from:
Net gain on sales of investments..... $ - $ 132,806 $ 70,894
Unrealized appreciation
of investments....................... - 999,091 211,873
--------- ---------- ---------
Net increase in fair value............. - 1,131,897 282,767
Other investment income:
Dividends on shares of
mutual funds......................... - 153,782 570,962
Earnings from money market
mutual fund.......................... 272,934 - -
---------- ---------- ---------
Total income (loss)............. 272,934 1,285,679 853,729
Participants' contributions.............. 89,188 698,334 645,770
Transfers - loan withdrawals............. (71,385) (115,514) (84,884)
Transfers - loan repayments.............. 27,896 133,736 99,062
Transfers - among investment funds, net.. (2,537,331) 885,318 687,644
Administrative expenses.................. (120) (130) (690)
Distributions to participants............ (1,740,217) (726,042) (799,642)
Transfers of participants' balances
received from other benefit plans....... 8,658,852 - -
---------- ---------- ---------
Net increase in fund equity.............. 4,699,817 2,161,381 1,400,989
Fund equity:
Beginning of year...................... 1,235,900 5,049,373 4,907,053
---------- ---------- ----------
End of year............................ $5,935,717 $7,210,754 $6,308,042
========== ========== ==========
<PAGE> 14
International
PRIMECAP Growth Loan
Fund Portfolio Fund
-------- ------------- ----
Income from:
Net gain on sales of investments...... $ 81,538 $ 23,186 $ -
Unrealized appreciation
of investments...................... 393,274 70,457 -
--------- --------- ----------
Net increase in fair value............ 474,812 93,643 -
Other investment income:
Dividends on shares of
mutual funds...................... 120,410 71,959 -
Interest income from participant
loans............................. - - 125,996
---------- --------- ----------
Total income (loss)............ 595,222 165,602 125,996
Participants' contributions............. 595,422 174,907 -
Transfers - loan withdrawals............ (134,542) (24,516) 734,158
Transfers - loan repayments............. 133,091 25,061 (799,453)
Transfers - among investment funds, net.. 770,179 704,343 -
Administrative expenses................. (80) (30) -
Distributions to participants........... (542,855) (114,690) (50,552)
Transfers of participants' balances
received from other benefit plans...... - - 379,664
--------- ---------- ----------
Net increase in fund equity............. 1,416,437 930,677 389,813
Fund equity:
Beginning of year..................... 2,759,309 770,493 1,270,591
---------- ---------- ----------
End of year.......................... $4,175,746 $1,701,170 $1,660,404
========== ========== ==========
<PAGE> 15
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 20, 1997 appearing on page
1 of Exhibit 99 to the 1996 Annual Report on Form 10-K of Hartmarx
Corporation, filed with this Form 10K-A.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 26, 1997
<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, 1996
--------------------
IDENTITY OF PARTY,
DESCRIPTION OF MATURITY INTEREST CURRENT
INVESTMENT DATE RATE COST VALUE
Line 31c(9)(b)
- --------------
* Loans to Participants Various 7%-11.5% $ -0- $ 1,660,404
=========== ===========
Line 31c(11)
- ------------
Vanguard Investment Contract
Trust (3,645,340 units) $ 3,645,340 $ 3,645,340
=========== ===========
Line 31c(15)
- ------------
VMMR - Prime Portfolio
(6,040,706 shares) $ 6,040,706 $ 6,040,706
VFISF-GNMA Portfolio
(564,780 shares) $ 5,758,158 $ 5,772,049
Index 500 Portfolio
(103,189 shares) $ 5,340,108 $ 7,136,547
STAR Fund Portfolio
(393,077 shares) $ 5,644,367 $ 6,234,193
PRIMECAP Fund
(136,914 shares) $ 3,570,217 $ 4,118,385
International Growth
Portfolio
(102,328 shares) $ 1,583,712 $ 1,684,319
----------- -----------
$27,937,268 $30,986,199
=========== ===========
* Party-in-interest to the Plan
<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, 1996
--------------------
IDENTITY OF PARTY,
DESCRIPTION OF MATURITY INTEREST PAR CURRENT
INVESTMENT DATE RATE VALUE COST VALUE
Line 31c(16)
- ------------
MBL Life Assurance
Corp.
RGA 4690 01/01/2000 #5.1 $1,400,000 $ 1,773,121 $1,773,121
=========== ==========
Line 31d(1)
- -----------
*Hartmarx Corporation
Common stock
(1,468,372 shares) $ 2.50 $11,095,340 $8,259,592
=========== ==========
# - 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
1/1/96 THROUGH 12/31/96
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY/ PURCHASE SELLING COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
Hartmarx Corporation
Common stock 2,014,002 - 2,014,002 2,085,487 71,485
Common stock - 1,744,466 3,043,084 1,744,466 (1,298,618)
Vanguard Investment
Contract Trust
Trust units 1,102,207 - 1,102,207 1,102,207 -
Trust units - 2,890,195 2,890,195 2,890,195 -
VMMR Prime Portfolio
Mutual fund shares 10,516,576 - 10,516,576 10,516,576 -
Mutual fund shares - 5,817,485 5,817,485 5,817,485 -
Vanguard GNMA Portfolio
Mutual fund shares 1,270,957 - 1,270,957 1,270,957 -
Mutual fund shares - 1,227,662 1,228,371 1,227,662 (709)
Vanguard Index Trust
500 Portfolio
Mutual fund shares 3,270,266 - 3,270,266 3,270,266 -
Mutual fund shares - 2,259,168 1,867,969 2,259,168 391,199
Vanguard STAR Fund
STAR Portfolio
Mutual fund shares 2,614,683 - 2,614,683 2,614,683 -
Mutual fund shares - 1,501,772 1,336,775 1,501,772 164,997
Vanguard PRIMECAP Fund
Mutual fund shares 2,672,621 - 2,672,621 2,672,621 -
Mutual fund shares - 1,736,986 1,588,565 1,736,986 148,421
Vanguard International
Growth Portfolio
Mutual fund shares 1,461,826 - 1,461,826 1,461,826 -
Mutual fund shares - 630,211 602,363 630,211 27,848
