<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, 1998 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 1998 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, 1998 and 1997.
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1998.
Notes to Financial Statements.
Consent of Independent Accountants.
Supplementary Schedules:
Assets Held for Investment Purposes at
December 31, 1998 (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 22, 1999 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, 1998 and 1997
--------------------------
<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, 1998 and 1997 2
Statement of Income and Changes in Plan
Equity for the Year Ended December 31, 1998 3
Notes to Financial Statements 4-16
Supplementary Schedules:
Assets Held for Investment Purposes at December 31, 1998 (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 22, 1999
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 net assets available for benefits
of the Hartmarx Savings-Investment Plan at December 31, 1998 and 1997, and the
changes in net assets available for benefits for the year ended December 31,
1998, 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.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
<PAGE>
THE HARTMARX SAVINGS-INVESTMENT PLAN
STATEMENT OF ASSETS, LIABILITIES AND PLAN EQUITY
DECEMBER 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
ASSETS:
Investments (Note 5):
Vanguard mutual funds............... $45,560,750 $39,349,212
Hartmarx Corporation common stock... 10,774,598 10,596,867
Vanguard Retirement Savings Trust... 3,696,606 4,130,945
Unallocated deposit administration
group annuity insurance contract.. 1,936,946 1,830,733
Loans to participants............... 1,595,632 1,626,602
----------- -----------
Total Investments................. 63,564,532 57,534,359
Due from Hartmarx Corporation:
Employee contributions.............. 357,405 397,460
Employee loan repayments............ 56,087 58,381
Accrued investment income............. 5,221 3,194
----------- -----------
Total Assets...................... 63,983,245 57,993,394
LIABILITIES:
Payable to Hartmarx Corporation....... 2,476,419 271,611
----------- -----------
TOTAL EQUITY............................. $61,506,826 $57,721,783
=========== ===========
</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, 1998
<TABLE>
<S> <C>
Income (loss) from:
Mutual funds-
Net gain on sales of investments (Note 2)................ $ 687,772
Unrealized appreciation, net............................. 4,085,760
-----------
Net increase in fair value............................. 4,773,532
Dividends on shares of mutual funds...................... 1,693,274
Earnings on money market mutual fund..................... 258,021
-----------
Net investment gain.................................... 6,724,827
-----------
Hartmarx Corporation common stock-
Net loss on distribution of stock
to participants (Note 2)............................... (7,259)
Net loss on sales of stock (Note 2)...................... (65,007)
Unrealized depreciation.................................. (1,595,244)
-----------
Net decrease in fair value............................. (1,667,510)
-----------
Other investment income-
Earnings from Vanguard Retirement
Savings Trust.......................................... 228,827
Interest income from participant loans................... 135,759
Other interest income.................................... 134,107
-----------
Total other investment income....................... 498,693
-----------
Total income................................................. 5,556,010
Participants' contributions.................................. 4,302,038
Administrative expenses...................................... (4,210)
Distributions to participants................................ (6,068,795)
-----------
Net increase in Plan equity.................................. 3,785,043
Plan equity:
Beginning of year.......................................... 57,721,783
-----------
End of year................................................ $61,506,826
===========
</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 $10,000 in 1998), 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 determined to
be in excess of these regulatory limits 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. Through June 30,
1998, 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. Effective July 1, 1998, the Employer contributions
were increased to 25% of the first 3% of each participant's earnings withheld as
matched contributions and 10% of all other matched participant contributions.
Employer contributions in 1998 aggregated $375,195. 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 1998 aggregated $2,175,893.
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, 1998, 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 5,180 shares of Hartmarx common stock with a market value of
$29,138 and 28,778 units of the VMMR Prime Portfolio with a market value of
$28,778.
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, 1998,
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 1998 and 1997.
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 1998 of $4,210 paid by the Plan represent loan
fees which were deducted from participant accounts. For 1998, Hartmarx paid
$33,135 of direct Plan administrative fees and an additional $114,245 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, 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 loss 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.
Small-Cap Index Fund, a growth and income fund which invests in a large
sample of stocks in the Russell 2000 Index, an unmanaged index of smaller
companies.
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 1998 have been purchased from Hartmarx at
the 90% of average trading prices credited to participant accounts for
contributions. Shares acquired in 1998 with funds from loan repayments and
transfers to the Hartmarx Stock Fund were purchased from Hartmarx. Employer
contributions to the Plan prior to 1989 are restricted to the Hartmarx Stock
Fund.
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, 1998 December 31, 1997
--------------------- ---------------------
Units Unit Value Units Unit Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
VFISF GNMA Portfolio 706,865 $ 10.45 591,232 $10.43
VMMR Prime Portfolio 4,565,138 $ 1.00 4,119,426 $ 1.00
Vanguard Index 500 Portfolio 114,066 $113.95 122,910 $90.07
Vanguard STAR Fund Portfolio 430,554 $ 17.96 461,339 $17.38
Vanguard PRIMECAP Fund 177,685 $ 47.66 196,645 $39.57
International Growth Portfolio 91,686 $ 18.77 116,085 $16.39
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Vanguard Small-Cap Index Fund 2 $ 21.20 - $ -
Hartmarx Stock Fund 1,427,757 $ 7.70 1,014,214 $10.50
Hartmarx GIC Fund 5,633,552 $ 1.00 5,961,678 $ 1.00
</TABLE>
Unit values are based primarily on investment assets of each fund, net of
liabilities due Hartmarx, but do not include employee contributions and loan
repayments receivable and expenses payable.
With the exception of the Hartmarx GIC Fund and the Loan Fund, the market value
of the investments of each Fund (Hartmarx stock or mutual funds) are published
for each business day, and changes in the market value produce similar changes
in the unit values of each Fund. The unit value of the Hartmarx GIC Fund is
updated and made available to participants monthly by Vanguard based on changes
in the value of the Fund's investments.
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, 1998 and 1997:
<TABLE>
<CAPTION>
1998
--------------------------
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......................... 706,865 $ 7,386,740
VMMR Prime Portfolio......................... 7,253,932 7,253,932
Index 500 Portfolio.......................... 114,066 12,997,854
STAR Fund Portfolio.......................... 430,554 7,732,750
PRIMECAP Fund................................ 177,685 8,468,486
International Growth Portfolio............... 91,686 1,720,940
Small-Cap Index Fund......................... 2 48
-----------
Total Vanguard Mutual Funds.............. 45,560,750
Hartmarx Corporation Common Stock.............. 1,915,484 10,774,598
-----------
56,335,348
-----------
At estimated fair value:
Vanguard Retirement Savings Trust.............. 3,696,606 3,696,606
Unallocated group annuity insurance contract:
MBL Life Assurance Corp...................... $1,936,946 1,936,946
Loans to participants.......................... $1,595,632 1,595,632
-----------
7,229,184
-----------
Total investments......................... $63,564,532
===========
</TABLE>
8
<PAGE>
<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
-----------
Total Vanguard Mutual Funds............. 39,349,212
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>
The Vanguard Retirement Savings Trust's average yield during 1998 and 1997 was
6.15% and 6.17%, respectively, and the yield as of December 31, 1998 and 1997
was 5.93% and 6.23%, 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 July 1, 1999. 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 a penalty of 5.4%. 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 1998 and 1997 was 5.1% and for
1999 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, 1998 and 1997 less valuation reserves of $42,758 and
$81,112, respectively.
9
<PAGE>
NOTE 6 - Fund Information:
- -------------------------
The financial position of the funds comprising the Plan as of December 31, 1998
and 1997 is as follows:
<TABLE>
<CAPTION>
VFISF GNMA Portfolio
-----------------------------
1998 1997
------------- ------------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
VFISF - GNMA Portfolio................ $7,386,740 $ 6,166,551
Due from Hartmarx Corporation:
Employee contributions................. 33,828 30,905
Employee loan repayments............... 7,903 7,905
----------- ------------
7,428,471 6,205,361
LIABILITIES: - -
----------- ------------
TOTAL EQUITY $ 7,428,471 $ 6,205,361
=========== ============
VMMR Prime Portfolio
-----------------------------
1998 1997
------------- ------------
ASSETS:
Investments:
Vanguard mutual funds:
VMMR - Prime Portfolio................ $4,565,138 $ 4,119,426
Due from Hartmarx Corporation:
Employee contributions................. 7,473 8,700
Employee loan repayments............... 2,051 2,021
----------- ------------
4,574,662 4,130,147
LIABILITIES: - -
----------- ------------
TOTAL EQUITY $ 4,574,662 $ 4,130,147
=========== ============
Index 500 Portfolio
-----------------------------
1998 1997
------------- ------------
ASSETS:
Investments:
Vanguard mutual funds:
Index 500 Portfolio................... $12,997,854 $11,070,490
Due from Hartmarx Corporation:
Employee contributions................. 94,459 91,446
Employee loan repayments............... 11,149 12,318
------------- ------------
13,103,462 11,174,254
LIABILITIES: - -
------------- ------------
TOTAL EQUITY $13,103,462 $11,174,254
============= ============
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
STAR Fund Portfolio
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
STAR Fund Portfolio.................. $7,732,750 $8,018,077
Due from Hartmarx Corporation:
Employee contributions................. 62,063 74,071
Employee loan repayments............... 7,423 8,854
---------- ----------
7,802,236 8,101,002
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $7,802,236 $8,101,002
========== ==========
PRIMECAP Fund
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
PRIMECAP Fund........................ $8,468,486 $7,781,231
Due from Hartmarx Corporation:
Employee contributions................. 73,491 76,762
Employee loan repayments............... 8,975 10,537
---------- ----------
8,550,952 7,868,530
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $8,550,952 $7,868,530
========== ==========
International
Growth Portfolio
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
International Growth Portfolio....... $1,720,940 $1,902,641
Due from Hartmarx Corporation:
Employee contributions................. 14,730 15,667
Employee loan repayments............... 1,364 1,808
---------- ----------
1,737,034 1,920,116
LIABILITIES: - -
---------- ----------
TOTAL EQUITY $1,737,034 $1,920,116
========== ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Small-Cap Index Fund
--------------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS:
Investments:
Vanguard mutual funds:
Small-Cap Index Fund................... $ 48 $ -
Due from Hartmarx Corporation:
Employee contributions.................. 608 -
------------ ------------
656 -
LIABILITIES: - -
------------ ------------
TOTAL EQUITY $ 656 $ -
============ ============
Hartmarx Stock Fund
--------------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS:
Investments:
Hartmarx Corporation common
stock.................................. $10,774,598 $10,596,867
Vanguard mutual funds:
VMMR - Prime Portfolio................. 2,688,794 290,796
----------- -----------
13,463,392 10,887,663
Due from Hartmarx Corporation:
Employee contributions.................. 49,538 73,708
Employee loan repayments................ 13,247 11,400
Due from Hartmarx GIC Fund............... - 30,000
Accrued investment income................ 5,221 3,194
----------- -----------
13,531,398 11,005,965
LIABILITIES:
Payable to Hartmarx Corporation.......... 2,476,419 271,611
----------- -----------
TOTAL EQUITY $11,054,979 $10,734,354
=========== ===========
Hartmarx GIC Fund
-------------------------------
1998 1997
------------ -----------
<S> <C> <C>
ASSETS:
Investments:
Vanguard Retirement Savings Trust....... $ 3,696,606 $ 4,130,945
Unallocated group annuity
insurance contract..................... 1,936,946 1,830,733
----------- -----------
5,633,552 5,961,678
Due from Hartmarx Corporation:
Employee contributions.................. 21,215 26,201
Employee loan repayments................ 3,975 3,538
----------- -----------
5,658,742 5,991,417
LIABILITIES:
Payable to Hartmarx Stock Fund - 30,000
----------- -----------
TOTAL EQUITY $ 5,658,742 $ 5,961,417
=========== ===========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Loan Fund
------------------------------
1998 1997
----------- ----------
<S> <C> <C>
ASSETS:
Investments:
Loans to participants................. $1,595,632 $1,626,602
---------- ----------
1,595,632 1,626,602
LIABILITIES: - -
---------- ----------
TOTAL $1,595,632 $1,626,602
========== ==========
</TABLE>
Investment in each fund option above is at the participants' direction, except
that Employer contributions prior to 1989 and related earnings aggregating
$511,062 and $779,794 at December 31, 1998 and 1997, respectively, are
restricted to the Hartmarx Stock Fund.
Income and changes in the equity of the funds comprising the Plan for the year
ended December 31, 1998 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.............................................. $ 3,445 $ - $ 430,537
Unrealized appreciation
of investments........................................... 8,865 - 2,442,176
---------- ---------- -----------
Net increase in fair value............................... 12,310 - 2,872,713
Other investment income:
Dividends on shares of
mutual funds............................................. 472,806 - 207,352
Earnings from money market
mutual fund.............................................. - 245,151 -
---------- ---------- -----------
Total income........................................ 485,116 245,151 3,080,065
Participants' contributions.................................. 357,765 118,308 1,087,346
Transfers - loan withdrawals................................. (107,782) (87,443) (129,703)
Transfers - loan repayments.................................. 109,582 36,305 163,714
Transfers - among investment funds, net...................... 1,027,858 942,815 (1,403,936)
Administrative expenses...................................... (890) (440) (200)
Distributions to participants................................ (648,539) (810,181) (868,078)
---------- ----------- -----------
Net increase in fund equity.................................. 1,223,110 444,515 1,929,208
Fund equity:
Beginning of year.......................................... 6,205,361 4,130,147 11,174,254
---------- ---------- -----------
End of year................................................ $7,428,471 $4,574,662 $13,103,462
========== ========== ===========
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
STAR International
Fund PRIMECAP Growth
Portfolio Fund Portfolio
-------------- -------------- --------------
<S> <C> <C> <C>
Income from:
Net gain on sales of investments............ $ 29,999 $ 184,776 $ 39,015
Unrealized appreciation of investments...... 168,516 1,289,045 177,155
--------- ---------- ----------
Net increase in fair value................ 198,515 1,473,821 216,170
Other investment income:
Dividends on shares of
mutual funds.............................. 642,480 334,753 35,883
--------- ---------- ----------
Total income......................... 840,995 1,808,574 252,053
Participants' contributions................... 731,411 854,360 203,337
Transfers - loan withdrawals.................. (46,954) (76,315) (7,469)
Transfers - loan repayments................... 105,862 122,396 24,101
Transfers - among investment funds, net....... (692,839) (1,522,677) (505,906)
Administrative expenses....................... (1,380) (430) (120)
Distributions to participants................. (1,235,861) (503,486) (149,078)
---------- ---------- ----------
Net increase (decrease) in fund equity........ (298,766) 682,422 (183,082)
Fund equity:
Beginning of year........................... 8,101,002 7,868,530 1,920,116
---------- ---------- ----------
End of year................................. $7,802,236 $8,550,952 $1,737,034
========== ========== ==========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Small-Cap
Index Fund
----------
<S> <C>
Income from:
Net gain on sales of investments.............................. $ -
Unrealized appreciation of investments........................ 3
-------
Net increase in fair value.................................. 3
Other investment income:
Dividends on shares of
mutual funds................................................ -
-------
Total income........................................... 3
Participants' contributions.................................... 608
Transfers - loan withdrawals................................... -
Transfers - loan repayments.................................... 45
Transfers - among investment funds, net........................ -
Administrative expenses........................................ -
Distributions to participants.................................. -
-------
Net increase in fund equity.................................... 656
Fund equity:
Beginning of year............................................. -
-------
End of year................................................... $ 656
=======
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Hartmarx Hartmarx
Stock GIC Loan
Fund Fund Fund
---------- ----------- -----------
<S> <C> <C> <C>
Income (loss) from:
Net loss on distributions of stock
to participants.............................. $ (7,259) $ - $ -
Net loss on sales of investments.............. (65,007) - -
Unrealized depreciation
of investments............................... (1,595,244) - -
----------- ----------- -----------
Net decrease in fair value................ (1,667,510) - -
Other investment income:
Earnings from money market
mutual fund.............................. 12,870 - -
Earnings from Vanguard Retirement
Savings Trust............................ - 228,827 -
Interest income from participant loans...... - - 135,759
Other interest income....................... - 134,107 -
----------- ---------- ----------
Total income (loss).................... (1,654,640) 362,934 135,759
Participants' contributions..................... 649,805 299,098 -
Transfers - loan withdrawals.................... (172,558) (61,213) 689,437
Transfers - loan repayments..................... 156,679 87,190 (805,874)
Transfers - among investment funds, net......... 2,115,102 39,583 -
Administrative expenses......................... (750) - -
Distributions to participants................... (773,013) (1,030,267) (50,292)
----------- ---------- ---------
Net increase (decrease) in fund equity.......... 320,625 (302,675) (30,970)
Fund equity:
Beginning of year............................. 10,734,354 5,961,417 1,626,602
----------- ---------- ----------
End of year................................... $11,054,979 $5,658,742 $1,595,632
=========== ========== ==========
</TABLE>
16
<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 22, 1999 appearing on page 1 of
Exhibit 99 to the 1998 Annual Report on Form 10-K of Hartmarx Corporation, filed
with this Form 10K-A.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
June 23, 1999
<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, 1998
--------------------
<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- $ 1,595,632
=========== ===========
Line 31c(11)
- ------------
* Vanguard Retirement Savings
Trust (3,696,606 units) $ 3,696,606 $ 3,696,606
=========== ===========
Line 31c(15)
- ------------
* VMMR - Prime Portfolio
(7,253,932 shares) $ 7,253,932 $ 7,253,932
* VFISF-GNMA Portfolio
(706,865 shares) 7,271,524 7,386,740
* Index 500 Portfolio
(114,066 shares) 7,927,866 12,997,854
* STAR Fund Portfolio
(430,554 shares) 6,818,544 7,732,750
* PRIMECAP Fund
(177,685 shares) 5,928,142 8,468,486
* International Growth
Portfolio
(91,686 shares) 1,527,999 1,720,940
* Small-Cap Index Fund
(2 shares) 45 48
----------- -----------
$36,728,052 $45,560,750
=========== ===========
* Party-in-interest to the Plan.
</TABLE>
<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, 1998
--------------------
<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 07/01/1999 #5.1 $1,400,000 $ 1,936,946 $ 1,936,946
=========== ===========
Line 31d(1)
- -----------
*Hartmarx Corporation
Common stock
(1,915,484 shares) $ 2.50 $12,187,143 $10,774,598
=========== ===========
</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
1/1/98 THROUGH 12/31/98
<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 $4,544,680 $ - $4,544,680 $4,619,564 $ 74,884
Common stock - 2,585,626 2,563,848 2,585,626 21,778
Vanguard Retirement
Savings Trust
Trust units 1,352,907 - 1,352,907 1,352,907 -
Trust units - 1,660,826 1,660,826 1,660,826 -
VMMR Prime Portfolio
Mutual fund shares 3,856,463 - 3,856,463 3,856,463 -
Mutual fund shares - 3,410,751 3,410,751 3,410,751 -
Vanguard GNMA Portfolio
Mutual fund shares 3,339,335 - 3,339,335 3,339,335 -
Mutual fund shares - 2,131,455 2,107,425 2,131,455 24,030
Vanguard Index Trust
500 Portfolio
Mutual fund shares 4,397,743 - 4,397,743 4,397,743 -
Mutual fund shares - 5,343,091 4,179,671 5,343,091 1,163,420
Vanguard STAR Fund
STAR Portfolio
Mutual fund shares 2,376,253 - 2,376,253 2,376,253 -
Mutual fund shares - 2,860,095 2,623,614 2,860,095 236,481
Vanguard PRIMECAP Fund
Mutual fund shares 2,757,537 - 2,757,537 2,757,537 -
Mutual fund shares - 3,544,102 2,921,408 3,544,102 622,694
</TABLE>
