<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, 1997 on Form 10-K as set forth in the pages attached hereto:
Item 14(a) is being amended to include the following:
Exhibits:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
99 The information required by Form 11-K for 1997 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, 1997 and 1996.
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1997.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment Purposes at
December 31, 1997 (Schedule G, Part I).
Reportable Transactions - Series of
Security Transactions (Schedule G, Part V).
</TABLE>
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 29, 1998 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, 1997 AND 1996
--------------------------
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Assets, Liabilities and Plan
Equity at December 31, 1997 and 1996 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31,
1997 3
Notes to Financial Statements 4-15
</TABLE>
Supplementary Schedules:
Assets Held for Investment Purposes at December 31, 1997 (Schedule G, Part I)
Reportable Transactions - Series of Security Transactions (Schedule G, Part V)
Supplementary schedules not included have been omitted because they are not
applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 17, 1998
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, 1997 and 1996, and the results
of its operations and the changes in its plan equity for the year ended
December 31, 1997, 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, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
ASSETS:
Investments (Note 5):
Vanguard mutual funds:
VFISF - GNMA Portfolio............ $ 6,166,551 $ 5,772,049
VMMR - Prime Portfolio............ 4,410,222 6,040,706
Index 500 Portfolio............... 11,070,490 7,136,547
STAR Fund Portfolio............... 8,018,077 6,234,193
PRIMECAP Fund..................... 7,781,231 4,118,385
International Growth Portfolio.... 1,902,641 1,684,319
Hartmarx Corporation common stock... 10,596,867 8,259,592
Vanguard Retirement Savings Trust... 4,130,945 3,645,340
Unallocated deposit administration
group annuity insurance contract.. 1,830,733 1,773,121
Loans to participants............... 1,626,602 1,660,404
----------- -----------
Total Investments................. 57,534,359 46,324,656
Due from Hartmarx Corporation:
Employee contributions.............. 397,460 302,809
Employee loan repayments............ 58,381 58,107
Accrued investment income............. 3,194 328
----------- -----------
Total Assets...................... 57,993,394 46,685,900
LIABILITIES:
Payable to Hartmarx Corporation....... 271,611 78,346
----------- -----------
TOTAL EQUITY............................. $57,721,783 $46,607,554
=========== ===========
</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, 1997
<TABLE>
<S> <C>
Income from:
Mutual funds-
Net gain on sales of investments (Note 2)................ $ 856,012
Unrealized appreciation, net............................. 3,721,842
-----------
Net increase in fair value............................. 4,577,854
Dividends on shares of mutual funds...................... 1,778,347
Earnings on money market mutual fund..................... 288,484
-----------
Net investment gain.................................... 6,644,685
-----------
Hartmarx Corporation common stock-
Net gain on distribution of stock
to participants (Note 2)............................... 55,994
Net gain on sales of stock (Note 2)...................... 990,610
Unrealized appreciation.................................. 2,310,933
-----------
Net increase in fair value............................. 3,357,537
-----------
Other investment income-
Earnings from Vanguard Retirement
Savings Trust.......................................... 234,591
Interest income from participant loans................... 136,341
Other interest income.................................... 94,719
-----------
Total other investment income....................... 465,651
-----------
Total income................................................. 10,467,873
Participants' contributions.................................. 5,108,461
Administrative expenses...................................... (40,646)
Distributions to participants................................ (4,421,459)
-----------
Net increase in Plan equity.................................. 11,114,229
Plan equity:
Beginning of year.......................................... 46,607,554
-----------
End of year................................................ $57,721,783
===========
</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 (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. Vanguard
Fiduciary Trust Company, a trust company and wholly owned subsidiary of The
Vanguard Group, Inc., is the custodian of all Plan funds.
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 1997),
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.
Participant contributions in 1997 aggregating $5,108,461 also include $870,005
received from participants as direct rollover deposits from the terminated
401(k) Retirement Savings Plan of the Plaid Clothing Group.
Employer Contributions:
----------------------
Since 1989, Employer contributions have been made to the ESOP. During 1997,
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 $255,030. 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 1997 aggregated $2,062,289.
Effective July 1, 1998, the Employer matching contribution rates will change to
25% of the first 3% of each participant's earnings withheld as matched
contributions and 10% of all other matched participant contributions.
Effective July 1, 1999, the Employer matching contribution rates will change to
25% of all matched participant contributions.
4
<PAGE>
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 of service and 100% vested after five
years of service. Active 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.
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, 1997, 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 5,182 shares of Hartmarx common stock with a
market value of $39,512 and 27,310 units of the VMMR Prime Portfolio with a
market value of $27,310.
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,
1997, 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
were $40 and $20, respectively, in 1997 and 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 1997 of $40,646 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 1997, Hartmarx paid $5,043 of direct Plan administrative fees
and an additional $105,036 of fees for the joint administration of the Plan and
the ESOP.
5
<PAGE>
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.
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 informed estimates and judgments, giving due
consideration to materiality. Actual results could differ from those estimates,
but the Plan Administrator believes such differences would not materially
affect the Plan's financial position, results of its operations, or changes in
its plan equity.
Investments in publicly-traded securities and in mutual funds are carried at
published market values and net asset values, respectively. Investments in the
Vanguard Retirement Savings Trust, a collective investment trust formerly known
as the Vanguard Investment Contract 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. Investment gains (losses) and
unrealized appreciation (depreciation) have been reported in the financial
statements on a current value reporting basis. Accordingly, 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 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):
6
<PAGE>
Fixed Income Securities Fund (VFISF) GNMA Portfolio, an income fund which
invests in Government National Mortgage Association certificates.
Money Market Reserves (VMMR) Prime Portfolio, a money market mutual fund
investing in short-term, high-quality money market instruments issued by
financial institutions, non-financial corporations, the U.S. government
and federal agencies.
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.
STAR Fund - STAR Portfolio, a balanced fund which invests 60%-70% of its
assets in six Vanguard equity funds, with the remaining assets invested
in three Vanguard fixed-income portfolios.
PRIMECAP Fund, a growth fund which invests primarily in common stocks with
high growth potential.
International Growth Portfolio, a growth fund which invests primarily in
stocks of companies based outside of the United States.
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 1997 have been purchased
from Hartmarx at the 90% of average trading prices credited to participant
accounts for contributions. Shares acquired in 1997 with funds from loan
repayments and transfers to the Hartmarx Stock Fund were primarily
purchased from Hartmarx.
Hartmarx GIC Fund, an investment contract fund which is invested in the
Vanguard Retirement Savings Trust, which primarily holds contracts issued
by insurance companies and banks, and in a contract with an insurance
company.
The Vanguard mutual funds and Vanguard Retirement Savings Trust are managed by
an affiliate of Vanguard Fiduciary Trust Company.
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, 1997 December 31, 1996
--------------------- ---------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
VFISF GNMA Portfolio 591,232 $10.43 564,780 $10.22
VMMR Prime Portfolio 4,119,426 $ 1.00 5,926,693 $ 1.00
Vanguard Index 500 Portfolio 122,910 $90.07 103,189 $69.16
Vanguard STAR Fund Portfolio 461,339 $17.38 393,077 $15.86
PRIMECAP Fund 196,645 $39.57 136,914 $30.08
International Growth Portfolio 116,085 $16.39 102,328 $16.46
Hartmarx Stock Fund 1,014,214 $10.50 1,070,398 $ 7.75
Hartmarx GIC Fund 5,961,678 $ 1.00 5,418,461 $ 1.00
</TABLE>
7
<PAGE>
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.
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 - Investment Information:
-------------------------------
The following summarizes the Plan's investments at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997
----------------------------
Stock shares,
Fund/Trust Fair
units or cost value
--------------- -----------
<S> <C> <C>
At quoted market value or net asset value:
Vanguard Mutual Funds:
VFISF-GNMA Portfolio............................ 591,232 $ 6,166,551
VMMR Prime Portfolio............................ 4,410,222 4,410,222
Index 500 Portfolio............................. 122,910 11,070,490
STAR Fund Portfolio............................. 461,339 8,018,077
PRIMECAP Fund................................... 196,645 7,781,231
International Growth Portfolio.................. 116,085 1,902,641
Hartmarx Corporation Common Stock ................ 1,389,753 10,596,867
-----------
49,946,079
-----------
At estimated fair value:
Vanguard Retirement Savings Trust................. 4,130,945 4,130,945
Unallocated group annuity insurance contract:
MBL Life Assurance Corp......................... $1,830,733 1,830,733
Loans to participants............................. $1,626,602 1,626,602
----------
7,588,280
-----------
Total investments........................... $57,534,359
===========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
1996
----------------------------
Stock shares,
Fund/Trust Fair
units or cost value
--------------- -----------
<S> <C> <C>
At quoted market value or net asset value:
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
Hartmarx Corporation Common Stock ................ 1,468,372 8,259,592
-----------
39,245,791
-----------
At estimated fair value:
Vanguard Retirement Savings 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
===========
</TABLE>
The Vanguard Retirement Savings Trust's average yield during 1997 and 1996 was
6.17% and 6.07%, respectively, and the yield as of December 31, 1997 and 1996
was 6.23% and 6.13%, respectively. The yield of the Vanguard Retirement
Savings 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 1997 and 1996 was 5.1% and for
1998 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, 1997 and 1996 less valuation reserves of $81,112 and
$82,223, respectively.
9
<PAGE>
NOTE 6 - Fund Information:
-------------------------
The financial position of the funds comprising the Plan as of December 31, 1997
and 1996 is as follows:
<TABLE>
<CAPTION>
VFISF GNMA Portfolio
-------------------------
ASSETS: 1997 1996
---------- ----------
<S> <C> <C>
Investments:
Vanguard mutual funds:
VFISF - GNMA Portfolio....................... $6,166,551 $5,772,049
Due from Hartmarx Corporation:
Employee contributions........................ 30,905 29,590
Employee loan repayments...................... 7,905 8,066
---------- ----------
6,205,361 5,809,705
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $6,205,361 $5,809,705
========== ==========
</TABLE>
<TABLE>
<CAPTION>
VMMR Prime Portfolio
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
VMMR - Prime Portfolio....................... $4,119,426 $5,926,693
Due from Hartmarx Corporation:
Employee contributions........................ 8,700 5,226
Employee loan repayments...................... 2,021 3,798
---------- ----------
4,130,147 5,935,717
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $4,130,147 $5,935,717
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Index 500 Portfolio
--------------------------
1997 1996
----------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
Index 500 Portfolio.......................... $11,070,490 $7,136,547
Due from Hartmarx Corporation:
Employee contributions........................ 91,446 65,155
Employee loan repayments...................... 12,318 9,052
----------- ----------
11,174,254 7,210,754
LIABILITIES: - -
----------- ----------
TOTAL EQUITY $11,174,254 $7,210,754
=========== ==========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
STAR Fund Portfolio
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
STAR Fund Portfolio.......................... $8,018,077 $6,234,193
Due from Hartmarx Corporation:
Employee contributions........................ 74,071 65,544
Employee loan repayments...................... 8,854 8,305
---------- ----------
8,101,002 6,308,042
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $8,101,002 $6,308,042
========== ==========
</TABLE>
<TABLE>
<CAPTION>
PRIMECAP Fund
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
PRIMECAP Fund................................ $7,781,231 $4,118,385
Due from Hartmarx Corporation:
Employee contributions........................ 76,762 47,927
Employee loan repayments...................... 10,537 9,434
---------- ----------
7,868,530 4,175,746
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $7,868,530 $4,175,746
========== ==========
</TABLE>
<TABLE>
<CAPTION>
International
Growth Portfolio
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
International Growth Portfolio............... $1,902,641 $1,684,319
Due from Hartmarx Corporation:
Employee contributions........................ 15,667 14,991
Employee loan repayments...................... 1,808 1,860
---------- ----------
1,920,116 1,701,170
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $1,920,116 $1,701,170
========== ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Hartmarx Stock Fund
---------------------------
1997 1996
----------- ----------
<S> <C> <C>
ASSETS:
Investments:
Hartmarx Corporation common
stock........................................ $10,596,867 $8,259,592
Vanguard mutual funds:
VMMR - Prime Portfolio....................... 290,796 114,013
----------- ----------
10,887,663 8,373,605
Due from Hartmarx Corporation:
Employee contributions........................ 73,708 48,469
Employee loan repayments...................... 11,400 12,146
Due from Hartmarx GIC Fund..................... 30,000 -
Accrued investment income...................... 3,194 328
----------- ----------
11,005,965 8,434,548
LIABILITIES:
Payable to Hartmarx Corporation................ 271,611 78,346
----------- ----------
TOTAL EQUITY $10,734,354 $8,356,202
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
Hartmarx GIC Fund
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Retirement Savings Trust.............. $4,130,945 $3,645,340
Unallocated group annuity
insurance contract............................ 1,830,733 1,773,121
---------- ----------
5,961,678 5,418,461
Due from Hartmarx Corporation:
Employee contributions......................... 26,201 25,907
Employee loan repayments....................... 3,538 5,446
---------- ----------
5,991,417 5,449,814
LIABILITIES:
Payable to Hartmarx Stock Fund 30,000 -
---------- ----------
TOTAL EQUITY $5,961,417 $5,449,814
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan Fund
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Loans to participants.......................... $1,626,602 $1,660,404
---------- ----------
1,626,602 1,660,404
LIABILITIES: - -
---------- ----------
TOTAL $1,626,602 $1,660,404
========== ==========
</TABLE>
Investment in each fund option above is at the participants' direction, except
that Employer contributions prior to 1989 and related earnings aggregating
$779,794 and $649,965 at December 31, 1997 and 1996, 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, 1997 is as follows:
<TABLE>
<CAPTION>
VFISF VMMR Index
GNMA Prime 500
Portfolio Portfolio Portfolio
---------- ---------- -----------
<S> <C> <C> <C>
Income from:
Net gain on sales of
investments............................... $ 16,920 $ - $ 447,544
Unrealized appreciation
of investments............................ 115,111 - 1,974,095
---------- ---------- -----------
Net increase in fair value................ 132,031 - 2,421,639
Other investment income:
Dividends on shares of
mutual funds.............................. 433,714 - 227,486
Earnings from money market
mutual fund............................... - 273,282 -
---------- ---------- -----------
Total income......................... 565,745 273,282 2,649,125
Participants' contributions................... 418,492 162,002 1,224,975
Transfers - loan withdrawals.................. (121,012) (42,100) (140,088)
Transfers - loan repayments................... 102,677 52,448 152,539
Transfers - among investment funds, net....... (76,468) (1,473,753) 626,648
Administrative expenses....................... (950) (570) (320)
Distributions to participants................. (492,828) (776,879) (549,379)
---------- ---------- -----------
Net increase (decrease) in fund equity........ 395,656 (1,805,570) 3,963,500
Fund equity:
Beginning of year........................... 5,809,705 5,935,717 7,210,754
--------- ---------- -----------
End of year................................. $6,205,361 $4,130,147 $11,174,254
========== ========== ===========
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
STAR International
Fund PRIMECAP Growth
Portfolio Fund Portfolio
---------- ---------- -------------
<S> <C> <C> <C>
Income (loss) from:
Net gain on sales of investments............. $ 143,005 $ 233,903 $ 14,640
Unrealized appreciation
(depreciation) of investments.............. 463,867 1,238,216 (69,447)
--------- ---------- ----------
Net increase (decrease) in fair value...... 606,872 1,472,119 (54,807)
Other investment income:
Dividends on shares of
mutual funds............................... 753,715 281,831 81,601
--------- ---------- ----------
Total income.......................... 1,360,587 1,753,950 26,794
Participants' contributions.................... 872,716 1,081,613 258,082
Transfers - loan withdrawals................... (96,404) (101,016) (21,082)
Transfers - loan repayments.................... 123,552 146,566 36,495
Transfers - among investment funds, net........ 183,326 1,038,529 10,492
Administrative expenses........................ (1,210) (200) (210)
Distributions to participants.................. (649,607) (226,658) (91,625)
--------- ---------- ----------
Net increase in fund equity.................... 1,792,960 3,692,784 218,946
Fund equity:
Beginning of year............................ 6,308,042 4,175,746 1,701,170
--------- ---------- ----------
End of year.................................. $8,101,002 $7,868,530 $1,920,116
========== ========== ==========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Hartmarx Hartmarx
Stock GIC Loan
Fund Fund Fund
----------- ---------- ----------
<S> <C> <C> <C>
Income from:
Net gain on distributions of stock
to participants.............................. $ 55,994 $ - $ -
Net gain on sales of investments.............. 990,610 - -
Unrealized appreciation
of investments.............................. 2,310,933 - -
----------- ---------- ----------
Net increase in fair value.................. 3,357,537 - -
Other investment income:
Earnings from money market
mutual funds............................. 15,202 - -
Earnings from Vanguard Retirement
Savings Trust............................ - 234,591 -
Interest income from participant loans...... - - 136,341
Other interest income....................... - 94,719 -
----------- ---------- ----------
Total income........................... 3,372,739 329,310 136,341
Participants' contributions..................... 701,761 388,820 -
Transfers - loan withdrawals.................... (184,027) (72,723) 778,452
Transfers - loan repayments..................... 202,489 60,866 (877,632)
Transfers - among investment funds, net......... (1,024,869) 716,095 -
Administrative expenses......................... (37,186) - -
Distributions to participants................... (652,755) (910,765) (70,963)
----------- ---------- ----------
Net increase (decrease) in fund equity.......... 2,378,152 511,603 (33,802)
Fund equity:
Beginning of year............................. 8,356,202 5,449,814 1,660,404
----------- ---------- ----------
End of year................................... $10,734,354 $5,961,417 $1,626,602
=========== ========== ==========
</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 17, 1998 appearing on page 1 of
Exhibit 99 to the 1997 Annual Report on Form 10-K of Hartmarx Corporation,
filed with this Form 10K-A.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 29, 1998
<PAGE>
Schedule G, Part I
------------------
(Page 1 of 2)
THE HARTMARX SAVINGS-INVESTMENT PLAN
EIN: 36-3217140 Plan No.: 002
PART I - ITEM 27a
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
--------------------
<TABLE>
<CAPTION>
Identity of Party,
Description of Maturity Interest Historical Current
Investment Date Rate Cost Value
- ------------------ -------- -------- ---- -------
<S> <C> <C> <C> <C>
Line 31c(9)(b)
- --------------
* Loans to Participants Various 7%-11.5% $ -0- $ 1,626,602
=========== ===========
Line 31c(11)
- ------------
* Vanguard Retirement Savings
Trust (4,130,945 units) $ 4,130,945 $ 4,130,945
=========== ===========
Line 31c(15)
- ------------
* VMMR - Prime Portfolio
(4,410,222 shares) $ 4,410,222 $ 4,410,222
* VFISF-GNMA Portfolio
(591,232 shares) 6,039,569 6,166,551
* Index 500 Portfolio
(122,910 shares) 7,710,816 11,070,490
* STAR Fund Portfolio
(461,339 shares) 7,065,905 8,018,077
* PRIMECAP Fund
(196,645 shares) 6,092,013 7,781,231
* International Growth
Portfolio
(116,085 shares) 1,905,398 1,902,641
----------- -----------
$33,223,923 $39,349,212
=========== ===========
</TABLE>
* Party-in-interest to the Plan.
<PAGE>
Schedule G, Part I
------------------
(Page 2 of 2)
THE HARTMARX SAVINGS-INVESTMENT PLAN
EIN: 36-3217140 Plan No.: 002
PART I - ITEM 27a
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
--------------------
<TABLE>
<CAPTION>
Identity of Party,
Description of Maturity Interest Par Historical 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 $ 1,830,733 $ 1,830,733
=========== ===========
Line 31d(1)
- -----------
*Hartmarx Corporation
Common stock
(1,389,753 shares) $2.50 $10,308,710 $10,596,867
=========== ===========
</TABLE>
# - See Note 5 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 No.: 002
PART V - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
SERIES OF SECURITY TRANSACTIONS EXCEEDING 5% OF PLAN ASSETS
1/1/97 THROUGH 12/31/97
<TABLE>
<CAPTION>
Current
Value of
Historical Asset On
Identity of Party/ Purchase Selling Cost of Transaction Net Gain
Description of Asset Price Price Asset Date or (Loss)
- -------------------- ---------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Hartmarx Corporation
Common stock $2,672,213 $ $2,672,213 $2,747,238 $ 75,025
Common stock 3,490,254 3,274,117 3,490,254 216,137
Vanguard Retirement
Savings Trust
Trust units 2,223,869 2,223,869 2,223,869 -
Trust units 1,674,417 1,674,417 1,674,417 -
VMMR Prime Portfolio
Mutual fund shares 3,613,504 3,613,504 3,613,504 -
Mutual fund shares 5,420,771 5,420,771 5,420,771 -
Vanguard GNMA Portfolio
Mutual fund shares 2,314,205 2,314,205 2,314,205 -
Mutual fund shares 2,051,734 2,033,149 2,051,734 18,585
Vanguard Index Trust
500 Portfolio
Mutual fund shares 5,144,137 5,144,137 5,144,137 -
Mutual fund shares 3,631,835 2,775,419 3,631,835 856,416
Vanguard STAR Fund
STAR Portfolio
Mutual fund shares 3,158,329 3,158,329 3,158,329 -
Mutual fund shares 1,981,317 1,738,353 1,981,317 242,964
Vanguard PRIMECAP Fund
Mutual fund shares 4,106,692 4,106,692 4,106,692 -
Mutual fund shares 1,915,965 1,587,713 1,915,965 328,252
</TABLE>
