<PAGE>
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
HARTMARX CORPORATION
(Name of Registrant as Specified In Its Charter)
.......................................................................
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies: .......
2) Aggregate number of securities to which transaction applies: ..........
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
.......................................................................
4) Proposed maximum aggregate value of transaction: ......................
5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[LOGO OF HARTMARX]
----------------
NOTICE
of
ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION
TO BE HELD APRIL 13, 2000
To the Stockholders of HARTMARX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HARTMARX
CORPORATION (the "Corporation") will be held at the 410 Club & Conference
Center, 410 North Michigan Avenue, Chicago, Illinois, on Thursday, April 13,
2000, at 11:00 A.M., local time, for the following purposes:
(1) To elect Directors of the Corporation.
(2) To consider ratifying the appointment of independent auditors.
(3) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed February 14, 2000 as the record date for
determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting.
In order that the shares of the Corporation may be represented as fully as
possible at the Annual Meeting, every stockholder is requested to vote, date,
sign and mail the enclosed Proxy, as early as practicable, in the accompanying
postage-paid envelope addressed to HARTMARX CORPORATION, c/o First Chicago
Trust Company, a division of EquiServe, P.O. Box 8914, Edison, NJ 08818-9258.
If you also attend the Annual Meeting, you will have the opportunity to vote
your shares in person instead of having the Proxy counted.
A complete list of the stockholders entitled to vote at the Annual Meeting,
showing the address and number of shares registered in the name of each
stockholder, may be examined by any stockholder, for any purpose germane to
the meeting, during regular business hours between March 29, 2000 and April
11, 2000, at the office of Mrs. Kay C. Nalbach, Assistant Secretary of the
Corporation, 101 North Wacker Drive, Chicago, Illinois 60606.
A Proxy Statement with respect to the Annual Meeting is attached hereto.
The Annual Report to Stockholders and the Annual Report on Form 10-K for the
fiscal year ended November 30, 1999 are enclosed herewith.
By Order of the Board of Directors
/s/ TARAS R. PROCZKO
TARAS R. PROCZKO, Secretary
Chicago, Illinois
February 25, 2000
<PAGE>
[LOGO OF HARTMARX]
----------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION
TO BE HELD APRIL 13, 2000
The common stock, par value $2.50 ("Common Stock"), of HARTMARX CORPORATION
(the "Corporation") is the only security entitled to vote at the meeting. On
February 14, 2000, the record date for determining the stockholders entitled
to vote at the meeting, the Corporation had 28,588,499 shares of outstanding
Common Stock, each share entitled to one vote, held by approximately 4,726
stockholders of record (estimated by adding the number of registered holders
furnished by the Corporation's registrar and the number of participants in the
Hartmarx Employee Stock Ownership Plan). All shares represented by valid
Proxies received pursuant to this solicitation will be voted, if the Proxies
are not revoked prior thereto. Any stockholder may revoke a Proxy at any time
prior to the voting by delivering to the Corporation's Secretary a signed
notice specifying the number of shares and clearly identifying the Proxy to be
revoked or by attending the Annual Meeting and voting in person by written
ballot. The Corporation's principal executive offices are located at 101 North
Wacker Drive, Chicago, Illinois 60606, telephone 312/372-6300.
The enclosed Proxy is solicited by the Corporation's Board of Directors
(the "Board"). The cost of preparing and mailing the proxy material will be
paid by the Corporation. The approximate mailing date for this material is
February 25, 2000. The Corporation will, upon request, reimburse brokers,
banks and trust companies for the costs incurred in mailing the proxy material
to their customers who are beneficial owners of Common Stock registered in the
names of such brokers, banks and trust companies or their nominees. In
addition to solicitation by mail, officers and regular employees of the
Corporation may solicit Proxies by telephone, telecopier or in person, but
will receive no additional compensation for such activities.
Votes cast by proxy or in person at the meeting will be tabulated by the
inspectors of election appointed by the Board for the meeting. The affirmative
vote of a plurality of the shares represented at the meeting is required to
elect directors, and the affirmative vote of a majority of such shares is
required to ratify the appointment of auditors. Abstentions and broker non-
votes are each included in the determination of shares present and voting for
purposes of determining whether a quorum is present. On other matters,
abstentions are counted as votes cast, while broker non-votes are not counted
in determining whether a proposal has been approved.
ITEM (1)--ELECTION OF DIRECTORS
Votes will be cast pursuant to authority granted by the enclosed Proxy for
the election of the eleven nominees named below as directors of the
Corporation. Each elected director's term of office will be for one year or
until a successor is duly elected and qualified. In the event any of these
nominees becomes unavailable for election for any reason, votes will be cast
pursuant to authority granted by the enclosed Proxy for such persons as may be
designated by the Board.
1
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The information shown below includes the principal business affiliations of
each nominee since 1995.
A. ROBERT ABBOUD, 70--Director since 1974
Mr. Abboud is president of A. Robert Abboud and Company, a
PHOTO OF A. R. private investment company. He is also a director of AAR
ABROUD Corporation and Alberto-Culver Company.
SAMAUAL A.T. BAKHSH, 31--Director since 1995
Mr. Bakhsh is a director of Traco Group of Companies, a
PHOTO OF S. privately held investment company. He also serves as a
BAKHSH director of several other privately held corporations.
JEFFREY A. COLE, 58--Director since 1990
Mr. Cole is chairman, chief executive officer and a director
PHOTO OF J. of Cole National Corporation, a specialty retailer. He is also
COLE a director of Pearle Europe B.V. and the Cleveland Clinic
Foundation.
RAYMOND F. FARLEY, 75--Director since 1981
Mr. Farley is retired as president and chief executive officer
PHOTO OF R. of S. C. Johnson & Son, Inc. (SC Johnson Wax). He is also a
FARLEY director of Cantilever Technologies, LLC and director emeritus
of Snap-On Incorporated.
ELBERT O. HAND, 60--Director since 1984
Mr. Hand has been chairman and chief executive officer of
HARTMARX CORPORATION since 1992. He is also a director of
Austin Reed PLC, London, England.
PHOTO OF E.
HAND
2
<PAGE>
DONALD P. JACOBS, 72--Director since 1980
Mr. Jacobs is Dean of the J. L. Kellogg Graduate School of
Management and Gaylord Freeman Distinguished Professor of
Finance at Northwestern University. He is also a director of
Unicom Corporation and its subsidiary, Commonwealth Edison
Company, CDW Computer Centers, Inc. (Computer Discount
Warehouse), ProLogis Trust (formerly Security Capital
Industrial Trust) and Terex Corporation.
PHOTO OF D. JACOBS
CHARLES MARSHALL, 70--Director since 1980
Mr. Marshall is retired as vice chairman of the board and a
director of American Telephone and Telegraph Company, a
communications company. Until 1999, he was a director of
Ceridian Corporation, GATX Corporation, Sonat, Inc. and
Sunstrand Corp.
PHOTO OF C. MARSHALL
HOMI B. PATEL, 50--Director since 1994
Mr. Patel has been president and chief operating officer of
PHOTO H. PATEL HARTMARX CORPORATION since 1993. He is also a director of the
Amalgamated Life Insurance Co.
MICHAEL B. ROHLFS, 48--Director since 1995
Mr. Rohlfs is president and chief executive officer of
Dearborn Financial, Inc., an investment advisory company. From
1992 to September 1995, he served as executive vice president
and managing director of Dearborn.
PHOTO OF M. ROHLFS
STUART L. SCOTT, 61--Director since 1993
Mr. Scott is chairman and chief executive officer of Jones
Lang LaSalle Incorporated, an international real estate
services firm. From 1992 to 1998, he was chairman and chief
executive officer of LaSalle Partners Incorporated and its
predecessor entities. Since 1998, Mr. Scott has been chairman
of the board of trustees of LaSalle Hotel Properties, a
publicly traded REIT. (1)
PHOTO OF S. SCOTT
3
<PAGE>
ELLA D. STRUBEL, 59--Director since 1998
Ms. Strubel served as Executive Vice President, Corporate
Affairs, of Leo Burnett Company, Inc. from 1992 to 1997. She
concurrently served as Executive Vice President, Client Public
Relations, Leo Burnett U.S.A. She chairs the board of
directors of the Rehabilitation Institute of Chicago and is a
director of Parson Group, L.L.C.
PHOTO OF E.D. STRUBEL
- --------
(1) Affiliates of Jones Lang LaSalle Incorporated manage certain commercial
real estate in which subsidiaries of the Corporation lease space. Mr.
Scott does not have a direct or indirect material interest in these
transactions.
Board of Director and Committee Meetings
The Board held nine meetings in fiscal 1999, one of which was the annual
meeting, and five of which were telephonic meetings. All directors attended at
least 75% of the meetings of the Board and committees on which they served,
except for Mr. Bakhsh who attended three of the nine Board and committee
meetings on which he served. Board committees are reconstituted annually at
the Annual Meeting of the Board immediately following the Annual Meeting of
Stockholders.
The Audit and Finance Committee now consists of Mr. Abboud, chairman, Mr.
Jacobs, Mr. Marshall and Mr. Rohlfs. It met five times in fiscal 1999. This
committee maintains communications between the directors and independent
auditors and assists the Board with its oversight responsibilities relating to
corporate accounting, integrity of financial controls and reporting practices.
It reports to the entire Board periodically on such matters as the Audit and
Finance Committee or the Board may specify, approves all significant non-audit
work which the independent auditors perform for the Corporation and approves
their fees. It also oversees the Corporation's investment policies and methods
of financing corporate operations and employee benefit plans.
The Compensation and Stock Option Committee is currently composed of Mr.
Farley, chairman, Mr. Cole, Mr. Jacobs and Mr. Scott. It met four times in
fiscal 1999, once by telephone. It exercises the full powers of the Board with
respect to compensation paid to executives of the Corporation and its
subsidiaries. It also grants employee stock options and makes other
determinations regarding the administration of employee stock option plans. It
approves management incentive (bonus and long-term) plans and determines the
standards of performance for incentive payments.
The Nominating and Governance Committee now consists of Mr. Marshall,
chairman, Mr. Bakhsh, Mr. Jacobs, Mr. Scott and Ms. Strubel. This committee
did not meet in fiscal 1999. Its function is to propose to the entire Board
qualified nominees for election to fill vacancies on the Board and to make
recommendations on directorship and corporate governance practices.
Stockholders wishing to suggest qualified candidates for this committee's
consideration should forward their suggestions to the Nominating and
Governance Committee, in care of Mrs. Kay C. Nalbach, Assistant Secretary,
HARTMARX CORPORATION, 101 North Wacker Drive, Chicago, Illinois 60606.
Director Compensation
For fiscal 1999, each of the directors not employed by the Corporation or
any of its subsidiaries ("Outside Directors") was entitled to receive a
$20,000 annual retainer, plus $1,000 for each Board meeting attended and
$1,000 for each committee meeting attended. Each committee chairman was
entitled to receive $2,500 annually in addition.
4
<PAGE>
Some of the directors had the opportunity to defer payment of all or a
portion of annual fees otherwise payable from January 1, 1986 through 1989.
Deferred fees earn interest from the date of deferral at 110% of the seasoned
Moody's Corporate Bond Index rate. Upon termination of their service as a
director, the Corporation agrees to pay such deferred fees and interest
("Deferral Account"), either in a lump sum or in installments. The deferral
arrangements also provide for the Corporation's payment of specified death
benefits under certain circumstances. Each director who has deferred fees is
an unsecured general creditor of the Corporation with respect to such Deferral
Account. Outside Directors are also provided a clothing allowance and, while
on Hartmarx business, travel accident insurance. The cost of such benefits was
approximately $3,500 per director.
Director Stock Options ("DSOs") and Director Deferred Stock Awards
("DDSAs") are granted under the 1995 Stock Plan for Non-Employee Directors
("1995 Directors Plan"). Except as described below, DSOs are generally
identical to employee stock options but are granted only to Outside Directors.
The number of shares of Common Stock covered by DSOs granted to an Outside
Director in any twelve-month period ending each March 31 is obtained by
dividing the amount of the director's annual retainer by the fair market value
of a share of the Corporation's Common Stock on the date or dates of grant,
but in no event shall be less than 1,000 shares. In addition, each Outside
Director may choose to receive, on each date of election to the Board, a DSO
in lieu of all or part of the annual retainer payable during such director's
term of office. The number of shares covered by such a DSO is obtained by
dividing the unpaid retainer amount by the excess of the fair market value of
a share on such date over $1.00; the purchase price of each covered share is
$1.00. For shares covered by these DSOs outstanding on a Common Stock dividend
record date, the director is entitled to be paid cash dividend equivalents
based on any cash dividend (or cash value of other property) that would have
been received had such DSO shares been issued and outstanding on the dividend
record date. The 1995 Directors Plan provides that DSOs cannot be exercised
for six months after the grant date.
DDSAs consist of share units credited to an account for each Outside
Director, each unit representing one share of Common Stock. Each Outside
Director is granted DDSA units on each date of election to the Board. For
1999, the number of DDSA units granted to each director is equal to the
nearest number of whole units obtained by dividing the annual retainer amount
by the fair market value of a share of Common Stock on the date of election.
DDSAs earn dividend equivalents in the same manner as DSOs but any such
dividend equivalents are credited to the director's account as additional
units. Upon the director's death, disability or termination of Board service,
whole units become payable in shares of Common Stock and any fractional units
become payable in cash.
5
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following table shows the compensation for the past three fiscal years
of the Corporation for each of the Corporation's five most highly compensated
executive officers, including the Chief Executive Officer (the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------
Annual Compensation Awards
----------------------- -----------------------
All
Name and Restricted Securities Other
Principal Stock Underlying Compen-
Position Year Salary(1) Bonus Awards(3) Options/SARs sation(4)
- --------- ---- --------- ----- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Elbert O. Hand, 1999 $672,083 $207,900(2) $221,200 40,000 $5,146
Chairman and
Chief 1998 636,667 499,032 404,500 50,000 4,096
Executive Offi-
cer 1997 597,083 795,557 231,600 30,000 3,906
Homi B. Patel, 1999 527,916 152,400(2) 193,550 35,000 4,214
President and
Chief 1998 502,917 367,547 283,150 35,000 3,214
Operating Offi-
cer 1997 477,500 623,282 193,000 25,000 3,092
Glenn R. Morgan 1999 241,000 49,731(2) 66,360 15,000 2,837
Executive Vice 1998 228,750 119,588 121,350 20,000 1,898
President and
Chief 1997 213,750 198,022 77,200 15,000 1,826
Financial Offi-
cer
Frederick G.
Wohlschlaeger(5) 1999 195,000 40,072(2) 27,650 8,000 2,598
Senior Vice
President, 1998 189,167 96,190 40,450 10,000 1,620
General Counsel
and 1997 77,083 64,864 -- 25,000 370
Secretary
James E. Condon 1999 144,041 16,621(2) 11,060 6,000 2,506
Vice President, 1998 138,500 40,073 20,225 7,500 1,517
Treasurer 1997 132,459 35,848 19,300 7,500 1,436
</TABLE>
- --------
(1) Includes amounts paid and deferred.
(2) These amounts represent the total of bonuses earned under the Management
Incentive Plan for fiscal 1999.
(3) The dollar amount shown equals the number of shares of restricted stock
multiplied by the stock price on the grant date. This valuation does not
take into account the diminution in value attributable to the restrictions
placed on the shares. On January 19, 1999, the following restricted shares
were awarded to the Named Executive Officers and vest on the first to
occur of (i) January 19, 2009; (ii) the date on which the closing stock
price on the New York Stock Exchange equals or exceeds $9.00 for 30
consecutive calendar days; (iii) retirement at age 65; or (iv) with the
consent of the Compensation and Stock Option Committee: Mr. Hand, 40,000;
Mr. Patel, 35,000; Mr. Morgan, 12,000; Mr. Wohlschlaeger, 5,000; and Mr.
Condon, 2,000. The number and value of aggregate restricted stock holdings
at the end of fiscal year 1999 were: Mr. Hand, 145,000 ($571,300); Mr.
Patel, 115,000 ($453,100); Mr. Morgan, 44,500 ($175,330); Mr.
Wohlschlaeger, 10,000 ($39,400); and Mr. Condon, 7,000 ($27,580).
(4) These amounts represent the Corporation's contributions to the Hartmarx
Employee Stock Ownership Plan and premiums paid for term life insurance.
The amounts contributed to the Plan in 1999 were: Mr. Hand, $1,680; Mr.
Patel, $1,680; Mr. Morgan, $1,680; Mr. Wohlschlaeger, $1,666; and Mr.
Condon, $1,815. The premiums for term life insurance in 1999 were: Mr.
Hand, $3,466; Mr. Patel, $2,534; Mr. Morgan, $1,157; Mr. Wohlschlaeger,
$932; and Mr. Condon, $691.
(5) Mr. Wohlschlaeger's employment with the Corporation commenced on July 1,
1997, and Mr. Wohlschlaeger resigned effective January 15, 2000. As a
result, all unvested restricted stock awarded to Mr. Wohlschlaeger was
forfeited as of January 15, 2000.
6
<PAGE>
Employment and Severance Agreements
Effective August 1, 1996, the Corporation entered into separate employment
and severance agreements with each of Messrs. Hand, Patel and Morgan,
replacing existing agreements with each of them. The employment agreements
were for an initial term expiring December 31, 1998 and automatically renewed
for an additional two year period. They provide that Messrs. Hand, Patel and
Morgan will receive annual salaries at least equal to their respective annual
salaries on the date the agreements were signed (with increases to be
determined by the Compensation and Stock Option Committee), and provide for
participation in the Management Incentive Plan ("MIP"), described below, and
in any other fringe benefits, including any long-term incentive plan,
available to key executives. In the event that any of these executives is
discharged without cause or resigns with good reason, which includes
resignation due to a change in duties or cancellation of his employment
agreement prior to December 31, 2000, the executive will be entitled to
continuation of salary and fringe benefits for 24 months. In addition, all
unpaid incentive compensation under the MIP (including all contingent
compensation which would have been payable for the full fiscal year in which
such executive's employment is terminated and for the following fiscal year)
is to be paid as and when MIP payments are made to other MIP participants for
such periods. All unpaid incentive compensation under any long-term incentive
plan (including all contingent compensation which would have been payable for
uncompleted performance periods) becomes immediately payable; and all stock
options and restricted stock granted to such executive under the Corporation's
stock option plans become immediately exercisable and fully vested, as the
case may be.
The severance agreements were for an initial period ending December 31,
1997 and, commencing January 1, 1998, renewed for one year and will continue
to renew for successive periods of one year unless notice of non-renewal is
given by the Corporation or executive not later than the immediately preceding
July 15. Pursuant to the severance agreements, the Corporation has agreed to
pay each executive severance benefits in the event the executive's employment
is terminated within 24 months following a change in control of the
Corporation for any reason other than (i) death, disability or retirement,
(ii) cause or (iii) resignation without good reason. The severance payment,
payable as a lump sum in lieu of the salary continuation, bonus and long-term
incentive compensation payments described above, would equal three times the
higher of executive's annual base salary as of the date the executive's
employment is terminated and executive's annual base salary in effect
immediately prior to the change in control plus three times two-thirds of the
executive's maximum bonus opportunity under the MIP for such year. In
addition, all stock options and restricted stock granted to such executive
under the Corporation's stock option plans would become immediately
exercisable and fully vested, as the case may be, and the executive would also
be entitled to receive any unpaid contingent or other incentive compensation
in the same manner as described above. All such amounts would be due and
payable within ten days of the date of termination. Fringe benefits would
continue to be provided for a period of 36 months. In the event that total
severance benefits to be received by the executive in connection with a change
in control would be subject to any excise tax imposed under Section 4999 of
the Internal Revenue Code, then the Corporation shall pay to executive an
additional amount such that after deduction of any excise tax on such
severance benefits and any federal, state and local income and employment
taxes and excise tax on such additional amount, the net amount retained by
executive shall be equal to the severance benefits to be paid to such
executive.
Mr. Condon has agreed to remain in the employ of the Corporation, subject
to the Corporation's agreement to pay him severance benefits if such
employment is terminated within 24 months following an actual change in
control for any reason other than (i) death, disability or retirement, (ii)
for cause or (iii) resignation without good reason. Generally, the severance
payment, net of additional amounts agreed to be paid by the Corporation, if
necessary, in respect of any excise tax imposed by Section 4999 of the
Internal Revenue Code on such severance benefits (and any federal, state and
local taxes on such additional amounts), would equal two times his average
annual compensation for
7
<PAGE>
the three calendar years immediately preceding the year in which the change in
control occurs; and he would also be entitled to receive any appreciation in
the value of Common Stock covered by stock options theretofore granted to him
under the Corporation's stock option plans (whether or not then fully
exercisable).
STOCK OPTION GRANTS
The following tables provide information on the Named Executive Officers'
option grants in fiscal 1999, option exercises in fiscal 1999 and the value of
unexercised options at November 30, 1999.
Option Grants in the Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Annual
Rates of Stock
Price
Appreciation
for Option
Individual Grants Term(1)
- -------------------------------------------------------------------------- ---------------
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise or
Options Fiscal Base Price Expiration
Name Granted Year(2) ($/Share)(3) Date 5% ($) 10% ($)
- ---- ---------- ------------- ------------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Elbert O. Hand.......... 40,000(4) 8.0 5.53 01/18/09 139,200 352,400
Homi B. Patel........... 35,000(4) 7.0 5.53 01/18/09 121,800 308,400
Glenn R. Morgan......... 15,000(4) 3.0 5.53 01/18/09 52,200 132,200
Frederick G.
Wohlschlaeger.......... 8,000(5) 1.6 5.53 01/18/09 27,800 70,500
James E. Condon......... 6,000(4) 1.2 5.53 01/18/09 20,900 52,900
</TABLE>
- --------
(1) The amounts shown above for each of the Named Executive Officers as
potential realizable values are based on arbitrarily assumed annualized
rates of stock price appreciation of 5% and 10% over the full ten year
term of the options, as required by applicable regulations of the
Securities and Exchange Commission. Actual gains, if any, on stock option
exercises and common stock holdings will be dependent on the future
performance of the Corporation and overall stock market conditions.
(2) The Corporation granted options representing 498,250 shares to employees
in fiscal 1999. No stock appreciation rights were granted in tandem with
these options.
(3) The exercise price may be paid by delivery of already owned shares and the
withholding obligations related to exercise may be paid by offset of the
underlying shares subject to certain conditions. The fair market value on
the date of grant of the shares underlying the options was $5.53 per
share.
(4) These options were granted on January 19, 1999, became fully exercisable
on January 19, 2000 and are subject to termination between 90 days to
three years following termination of employment in certain events.
(5) These options were granted on January 19, 1999 and would have become
exercisable in a sixty-seven percent (67%) installment on January 19,
2000, with full vesting occurring on January 19, 2001; however, as a
result of Mr. Wohlschlaeger's resignation effective January 15, 2000,
these options were forfeited.
8
<PAGE>
Aggregated Option Exercises In The Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value ($) of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Nov. 30, 1999 Nov. 30, 1999
Shares Acquired Value ($) Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ---- --------------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Elbert O. Hand.......... 0 0 462,759/65,000 0/0
Homi B. Patel........... 0 0 337,576/58,333 0/0
Glenn R. Morgan......... 0 0 113,041/23,333 0/0
Frederick G.
Wohlschlaeger (1)...... 0 0 20,150/22,950 0/0
James E. Condon......... 0 0 43,260/ 6,000 0/0
</TABLE>
- --------
(1) Mr. Wohlschlaeger resigned from the Corporation effective January 15,
2000. As a result, all unexercisable options were forfeited as of that
date and exercisable options remain subject to exercise for 90 days after
said date.
Pension Plan
The Hartmarx Retirement Income Plan (the "Plan"), a trusteed plan, provides
for contributions to be made by the Corporation and designated affiliates on
an actuarial basis and provides for defined benefits in the event of
retirement after certain age and service requirements have been met. Survivor
benefits are also provided in the event of a participant's death after certain
other age and service requirements are met. Regular eligible employees of the
Corporation or a designated affiliate who participate in The Hartmarx Savings-
Investment Plan, a trusteed defined contribution plan, automatically
participate in the Plan. Normal retirement age under the Plan is 65, and early
retirement at any time after a vested participant attains age 55 results in
actuarially reduced benefits. Maximum benefits under the Plan are based upon
50% of the highest average annual earnings (base salary, commissions, bonus
and overtime) paid to an employee for any five consecutive years included
within the final 10 consecutive years of employment by the Corporation (or
subsidiary adopting the Plan), less 50% of the primary Social Security
benefit, for 30 years of service, prorated downward to one-sixth of such
benefits for the minimum of five years normally required for vested rights.
9
<PAGE>
The following table shows the estimated annual benefits payable upon
retirement on December 31, 1999 at age 65 to participants in the Plan, in
specified classifications as to compensation and years of service. These
single-life benefits are actuarially reduced when the spouse is named as joint
annuitant or if the employee withdraws his or her pre-1984 contributions to
the Plan prior to retirement. In certain instances, benefits are subject to
limitations imposed by the Employee Retirement Income Security Act of 1974, as
amended. The Corporation has authorized additional non-qualified pension
payments based upon the benefits which could have been earned in accordance
with the formula described in the previous paragraph but for the application
of such limitations. Compensation covered by the Plan for the Named Executive
Officers generally corresponds with the earned salary, bonus and cash portion
of any long-term incentive payout shown in the Summary Compensation Table.
Full years of service credited under the Plan as of November 30, 1999 were 30
for Mr. Hand, 19 for Mr. Patel, 18 for Mr. Morgan, 1 for Mr. Wohlschlaeger and
15 for Mr. Condon.
<TABLE>
<CAPTION>
Average
AnualnEarnings Years of Credited Service
(ighestH5 Years -------------------------------------------------
ofLast 10 years) 5 10 15 20 25 30 or more
- ----------------- ------ ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000................... 15,234 30,467 45,701 60,935 76,168 91,402
250,000................... 19,400 38,801 58,201 77,601 97,302 116,402
300,000................... 23,567 47,134 70,701 94,268 117,835 141,402
350,000................... 27,734 55,467 83,201 110,935 138,668 166,402
400,000................... 31,900 63,801 95,701 127,601 159,502 191,402
450,000................... 36,067 72,134 108,201 144,268 180,335 216,402
500,000................... 40,234 80,467 120,701 160,935 201,168 241,402
550,000................... 44,400 88,801 133,201 177,601 222,002 266,402
600,000................... 48,567 97,134 145,701 194,268 242,835 291,402
650,000................... 52,734 105,467 158,201 210,935 263,668 316,402
700,000................... 56,900 113,801 170,701 227,601 284,502 341,402
800,000................... 65,234 130,467 195,701 260,935 326,168 391,402
900,000................... 73,567 147,134 220,701 294,268 367,835 441,402
1,000,000................... 81,900 163,801 245,701 327,601 409,502 491,402
</TABLE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
Executive Compensation Program
Compensation Committee Approach
The Compensation and Stock Option Committee (the "Compensation Committee"),
which is composed of four independent directors of the Corporation, sets
executive compensation levels and establishes and administers short-term and
long-term incentive programs based upon a set of guiding principles. These
principles, which are designed to align executive compensation with
management's execution of business strategies and initiatives as well as the
achievement of long-term financial performance and growth in shareholder
values, are as follows:
. Integration of the elements of the compensation package into a reward
program which will attract and retain key executives critical to the long-
term success of the Corporation.
. Awarding of short-term incentives on terms closely tied to operating unit
performance and based upon the achievement of business goals for the
performance period.
. Alignment of executive and shareholder interests through a stock-based long-
term incentive program which will reward executives for enhancement of
shareholder values.
10
<PAGE>
In determining the appropriate levels of executive compensation for fiscal
1999, the Compensation Committee took into account both the Corporation's
financial performance for the year and the executive group's achievement of
improved profitability. Future compensation will continue to be closely tied
to performance and its impact on the growth in shareholder value.
The total compensation program consists of three components:
Base Salary
The base salaries and salary ranges for executives are determined in
relation to competitive market data provided in national executive
compensation surveys and subject to periodic review by independent
compensation consultants. Compensation surveys utilized include the Management
Compensation Services (a division of Hewitt Associates) Project 777 Executive
Compensation Study containing information from 331 manufacturing companies
ranging in sales from $100 million to over $8 billion; the Hay Executive
Compensation Report including information from 589 operating units of 403
industrial organizations (33% nondurable manufacturing, 31% durable
manufacturing, 36% non-manufacturing) ranging in sales from less than $300
million to over $10 billion; and the American Apparel Manufacturers'
Association Management Compensation Study based upon information from 30
apparel manufacturing companies ranging in sales from less than $100 million
to over $4 billion. Salary ranges are reviewed on an annual basis and adjusted
as warranted to maintain a competitive position of slightly above the median
survey results.
Salaries are reviewed on an annual basis and salary changes are based upon
individual performance and position in salary ranges within the context of an
annual salary budget. The salary budget is determined in relation to
competitive market data provided in national salary planning surveys and the
financial performance of the Corporation and its operating units. Salary
planning surveys utilized include those conducted by the American Compensation
Association, Hewitt Associates, William M. Mercer and The Wyatt Company. If
the financial performance of the Corporation results in achieving sales and
earnings targeted in the business plan, the overall salary budget is
established at the survey national average and is allocated to operating units
based upon the level of achievement of their individual business plans.
In fiscal 1998, sales and earnings were achieved in accordance with the
business plan and an overall salary budget of 4.0% was administered for 1999.
Better performing operating units had higher salary budgets while those with
lower performance had less. Actual salary increases averaged 3.8% throughout
the Corporation. Above average salary increases were awarded in January to
Messrs. Patel, Morgan and Condon, in recognition of their individual
contributions to the improved profitability of the Corporation. Having
received a salary increase in July 1998, Mr. Wohlschlaeger did not receive a
salary increase in 1999. The salary of the Chief Executive Officer is
separately discussed below.
The employment agreements for Messrs. Hand, Patel and Morgan provide for
their respective annual salaries to be at least equal to their annual salaries
for 1996. Salaries for the Named Executive Officers are within the range of
average competitive levels, with the competitiveness of the overall
compensation package significantly dependent upon the reward opportunities
created by achievement of objectives under the Corporation's short-term and
long-term incentive plans.
Short-Term Incentives
Executives are eligible for annual bonuses under the Management Incentive
Plan ("MIP") which is a plan qualified under Section 162(m) of the Internal
Revenue Code. Incentive opportunities are determined in relation to
competitive market data provided in the aforementioned national executive
compensation surveys and are subject to periodic review by independent
compensation consultants.
11
<PAGE>
Awards are based upon the achievement of financial goals established for
individual operating units and on a consolidated basis in accordance with the
Corporation's business plan. Individual awards for corporate executives are
based upon the achievement of both consolidated and operating unit goals
weighted according to sales volume. Operating unit executives are measured on
the goals appropriate to the unit within which they report and are also
accountable for consolidated goals. For fiscal 1999, 42 executives
participated in the plan. Corporate executives were measured on consolidated
pre-tax income and operating unit sales-weighted earnings before interest and
taxes and adjusted net asset goals. Operating unit executives were measured on
earnings before interest and taxes, sales and adjusted net asset goals and on
consolidated pre-tax income. No bonuses would have been earned if the
Corporation had not achieved positive income results. Bonuses paid for 1999
averaged 22.1% of eligible salaries and 34.7% of maximum incentive
opportunities.
Long-Term Incentives
Executives are eligible for awards of stock options and/or restricted stock
under the Corporation's 1998 Incentive Stock Plan. Awards are determined in
relation to competitive practice and an individual's position. In January
1999, under the Long Term Incentive Plan, selected senior executives received
a combination of stock option grants utilizing length of service vesting and
restricted stock awards utilizing performance based vesting whereby increments
of the award will vest when the stock price equals or exceeds a certain level
for thirty consecutive calendar days. Messrs. Patel, Morgan, Wohlschlaeger and
Condon received such awards. The amount and terms of the options already held
by the Named Executive Officers, as well as competitive practice, was taken
into consideration in determining the size of the awards. As reflected in the
Table of Option Grants In The Last Fiscal Year, one stock option grant was
awarded to each of the Named Executive Officers at an exercise price equal to
the fair market value of the Corporation's stock on the date of the grant.
Chief Executive Officer Compensation
The Compensation Committee increased the salary of the Chief Executive
Officer 5.5% to $675,000 on January 1, 1999. The determination of the Chief
Executive Officer's salary was based upon the salary range for the position,
the salary budget established for 1999 and in recognition of Mr. Hand's
leadership in achieving continued improvement in the financial performance of
the Corporation. Mr. Hand's salary is within a competitive range when compared
to other chief executive officers of organizations in the same sales volumes
as reported in the national surveys analyzed. His fiscal 1999 MIP bonus award
was based upon the achievement of consolidated pre-tax income and sales-
weighted individual operating unit achievement of earnings before interest and
taxes and adjusted net asset goals. The Chief Executive Officer received a
stock option grant and a restricted stock award from the Corporation's 1998
Incentive Stock Plan, described above. These awards provide an incentive for
future performance and the enhancement of shareholder value.
The Compensation Committee has reviewed the provisions of the Omnibus
Budget Reconciliation Act of 1993 as they relate to limitations on tax
deductibility for certain compensation exceeding $1 million for Named
Executive Officers. Based upon regulations issued by the Internal Revenue
Service, the Committee believes that gains from the exercise of outstanding
stock options or future options will be exempted from this deduction
limitation. It is currently intended that any amendment to the Corporation's
Incentive Stock Plan which may be necessary in the future in order to preserve
this exemption will be presented for shareholder approval as and when
required.
It is the intention of the Compensation Committee, to the extent consistent
with sound compensation policy and incentive program design, that compensation
for the Named Executive Officers be provided in such a way as to remain tax
deductible for the Corporation. It is possible, however, that certain types of
compensation awarded to members of the executive group would not
12
<PAGE>
qualify as wholly deductible under applicable tax law if otherwise in excess
of the general deduction limitation. The Committee will continue to review and
respond to the relevant tax law and regulations as appropriate.
COMPENSATION AND STOCK OPTION COMMITTEE
Raymond F. Farley, Chairman
Jeffrey A. Cole Donald P. Jacobs Stuart L. Scott
PERFORMANCE GRAPH APPEARS
The following graph compares the five year cumulative total shareholder
return on the Corporation's common stock to the Standard & Poor's 500(R) Index
and the Peer Group. The information presented assumes $100 invested at the
close of business November 30, 1994 in Hartmarx Corporation common stock and
each of the indices, plus the reinvestment of any dividends.
Total Cumulative Shareholder Return for Five-Year Period Ending November 30,
1999
[PERFORMANCE GRAPH APPEARS HERE]
A B C
Label Label Hartmarx Corporation Standard & Poor's 500 Peer Group
1 1994 $100.00 $100.00 $100.00
2 1995 83.72 136.92 97
3 1996 97.67 175.08 113.52
4 1997 151.16 224.98 136.17
5 1998 109.3 278.21 102.68
6 1999 70.94 336.34 90.5
The Peer Group consists of Crystal Brands, Inc., Genesco, Inc., Hartmarx
Corporation, Oxford Industries, Inc., Russell Corporation and Spring
Industries, Inc. However, Crystal Brands, Inc. has been excluded from Peer
Group returns for 1994 and later years due to the suspension of trading on its
stock on 9/30/94 following its filing for bankruptcy.
ITEM (2)--APPOINTMENT OF AUDITORS
Stockholders will be asked to ratify the appointment of
PricewaterhouseCoopers, LLP, certified public accountants, as independent
auditors of the accounts of the Corporation and its subsidiaries for the 2000
fiscal year. PricewaterhouseCoopers has been regularly engaged in this
capacity by the Corporation for over 80 years. A representative of
PricewaterhouseCoopers will attend the Annual Meeting where he will have the
opportunity to make a statement if he so desires and will be available to
respond to appropriate questions. Stockholder ratification is not required;
however, the Corporation considers such ratification to be a desirable
practice and if the affirmative vote is less than a majority of the shares
represented at the meeting, the Board would reconsider the appointment.
13
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS
Security Ownership of Directors and Officers
<TABLE>
<CAPTION>
Shares
Subject to
Acquisition
Beneficial DDSA Other Within 60 Percentage
Name Ownership Units Ownership Days of Class
- ---- ------------ ------ --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
A. Robert Abboud......... 59,161(1) 8,531 -- 20,053 *
Samaual A.T. Bakhsh...... 21,171(1) 6,870 -- 21,171 *
Jeffrey A. Cole.......... 41,598(1) 7,796 -- 29,798 *
Raymond F. Farley........ 53,275(1) 8,351 -- 51,997 *
Elbert O. Hand........... 793,928(2) -- 300(3) 672,759 2.71%
Donald P. Jacobs......... 67,014(1) 8,351 3,000(4) 54,637 *
Charles Marshall......... 93,278(1) 8,351 -- 19,873 *
Homi B. Patel............ 675,647(2) -- -- 510,909 2.32%
Michael B. Rohlfs........ 21,949(1) 6,870 -- 21,949 *
Stuart L. Scott.......... 67,808(1) 7,320 -- 52,808 *
Ella D. Strubel.......... 11,196(1) 4,098 -- 8,196 *
Glenn R. Morgan.......... 224,797(2) -- -- 180,874 *
Frederick G.
Wohlschlaeger (5)....... 26,034 -- -- 20,150 *
James E. Condon.......... 66,819(2) -- -- 56,260 *
All Directors and
Executive Officers as a
Group (18 persons)...... 2,591,590(6) 66,538 3,300 2,042,309 8.46%
</TABLE>
- --------
* Less than 1%.
(1) Includes all shares actually or potentially subject to acquisition through
the exercise of vested Director Stock Options within 60 days and also
includes Director Deferred Stock Awards ("DDSAs"). Director Stock Options
and DDSAs are discussed under the caption "Director Compensation,"
beginning on page 4.
(2) Includes all shares actually or potentially subject to acquisition through
the exercise of stock options within 60 days: either of vested options or
of options which vest when the closing stock price on the New York Stock
Exchange exceeds $10 for 30 consecutive calendar days. All options are
granted at the market price on the date of grant and are not discounted.
Also includes shares of restricted stock which vest when the closing stock
price exceeds $9 or $11.50, respectively, for 30 consecutive calendar
days, and shares of restricted stock which vest when the closing stock
price equals or exceed $12.50 for 30 consecutive calendar days.
(3) 100 shares held by Mr. Hand's wife; and 200 shares in the name of Mr. Hand
as custodian for his child.
(4) Shares held by Mr. Jacobs' wife.
(5) Mr. Wohlschlaeger resigned from the Corporation effective January 15,
2000. Includes all shares actually or potentially subject to acquisition
through the exercise of stock options which were exercisable as of the
date of Mr. Wohlschlaeger's resignation. All options are granted at the
market price on the date of grant and are not discounted. Due to Mr.
Wohlschlaeger's resignation effective January 15, 2000, exercisable
options awarded to him will terminate 90 days after said date.
(6) The beneficial ownership of all directors and executive officers as a
group includes 2,042,309 shares (6.97%) which are actually or potentially
subject to acquisition within 60 days through the exercise of stock
options, the vesting of restricted stock awards or the settlement of
DDSAs.
14
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
The rules of the Securities and Exchange Commission require the Corporation
to disclose late filings of stock transaction reports by its directors,
executive officers and beneficial owners of more than 10% of the Common Stock.
Based solely on our records of reports filed and written representations from
these individuals, the Corporation believes that all Section 16(a) filing
requirements were met during fiscal 1999.
OWNERSHIP OF COMMON STOCK
Beneficial owners of more than five percent of the Common Stock, as shown
by information received by the Corporation, are listed below*:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
-----------------------------------------
Voting Power Investment Power Percent
Name and Address of ---------------- ---------------- of
Beneficial Owner Sole Shared Sole Shared Class
- ------------------- ---- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
Abdullah Taha Bakhsh
c/o Traco
P.O. Box 459
Jeddah, Saudi Arabia.... 5,182,610 0 5,182,610 0 18.13(1)
Dimensional Fund
Advisors, Inc.
1299 Ocean Avenue, 11th
Floor
Santa Monica, California
90401.................. 2,841,500 0 2,841,500 0 9.94(2)
CTC Illinois Trust
Company, Trustee
of the Corporation's
Savings-
Investment Plan and
ESOP,
209 W. Jackson Blvd.
Chicago, Illinois 60606. -- -- -- -- -- (3)
The Northern Trust
Company, Trustee
of the Corporation's
Retirement
Income Plan
50 South LaSalle Street
Chicago, Illinois 60675. -- -- -- -- -- (4)
</TABLE>
- --------
* On February 14, 2000, the Corporation had outstanding 28,588,499 shares of
Common Stock eligible to vote.
(1) The shares are held of record by Emerson Investments, Ltd. ("Emerson"),
except for 20,000 shares which are held of record by Traco International,
N.V. ("Traco"), both of which are corporations controlled by Mr. Bakhsh.
Emerson has represented to the Corporation that Mr. Bakhsh has sole power
to direct the vote and disposition of Emerson's shares.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to be the beneficial owner of 2,841,500 shares as of
December 31, 1999, all of which shares are held in various investment
companies registered under the Investment Company Act of 1940. Dimensional
serves as investment manager and investment advisor for such entities.
Dimensional has disclaimed beneficial ownership of all such shares.
(3) CTC Illinois Trust Company acts as Trustee of The Hartmarx Savings-
Investment Plan and the Hartmarx Employee Stock Ownership Plan ("ESOP").
At December 31, 1999, the Trustee held 1,501,353 shares (5.25%) for the
Savings-Investment Plan and 632,003 shares (2.21%) for the ESOP. The
Trustee votes all shares held by the respective Plan Trusts proportionally
as directed by participants' instructions, except that shares held in
certain participant sub-accounts in the ESOP are voted only as directed by
participants' instructions.
(4) The Northern Trust Company acts as Trustee of The Hartmarx Retirement
Income Plan ("RIP"), a defined benefit pension plan. At December 31, 1999,
the Trustee held 1,737,712 shares (6.08%) for RIP. The Trustee votes all
shares held by the plan as directed by the Corporation.
15
<PAGE>
PROPOSALS BY SECURITY HOLDERS
Nominations for the Board of Directors
The Corporation's By-Laws provide that written notice of proposed
stockholder nominations for the election of directors at an Annual Meeting
must be given to the Secretary of the Corporation no earlier than November 15
and no later than December 15 immediately preceding the meeting, and with
respect to an election to be held at a special meeting of stockholders for the
election of directors, no later than the close of business on the fifteenth
day following (i) the date on which notice of such meeting is first given to
stockholders or (ii) the date on which public disclosure of such meeting is
first made, whichever is earlier. Notice to the Corporation from a stockholder
who proposes to nominate a person for election as a director must contain
certain information about that person, including (i) age, (ii) business and
residence addresses, (iii) principal occupation, (iv) a description of any
arrangements or understandings between the stockholder and such nominee
pursuant to which the nomination is to be made by the stockholder, and (v)
such other information as would be required to be included in a proxy
statement soliciting proxies to elect that person as a director. The notice
shall also contain the consent of the nominee to serve as a director if so
elected. If the Chairman of the Annual Meeting determines that a person was
not nominated in accordance with the foregoing procedures, such person shall
not be eligible for election.
Other Proposals
Under applicable rules of the Securities and Exchange Commission, any
proposal which a security holder intends to call upon the Corporation to
include in its 2001 Proxy Statement must be received at the principal office
of the Corporation no later than October 31, 2000.
In addition, the Corporation's By-Laws require that written notice of
proposals to be presented at an Annual Meeting be delivered to the Secretary
of the Corporation at its principal executive offices no earlier than November
15 and no later than December 15 immediately preceding the meeting. Such
notice to the Corporation must set forth (i) a brief description of the
business desired to be brought before the Annual Meeting and the reasons for
conducting such business at the Annual Meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business, and (v) any other information which is
required to be furnished by the stockholder pursuant to applicable laws and
regulations. If the Chairman of the Annual Meeting determines that business
was not properly brought before the meeting in accordance with the foregoing
procedures, such business shall not be transacted.
OTHER MATTERS
The Board knows of no other business to be presented at the meeting, but if
other matters do properly come before the meeting, it is the intention of the
persons named in the enclosed Proxy to vote the Proxy in accordance with their
best judgment on such matters.
By Order of the Board of Directors
/s/ TARAS R. PROCZKO
TARAS R. PROCZKO, Secretary
Chicago, Illinois
February 25, 2000
16
<PAGE>
[LOGO OF HARTMARX]
<PAGE>
PROXY Solicited by the Board of Directors of HARTMARX CORPORATION
Elbert O. Hand, Homi B. Patel, Taras R. Proczko, and each of them, is
hereby appointed, with full power of substitution, to represent the undersigned
at the Annual Meeting of Stockholders of HARTMARX CORPORATION on April 13, 2000,
and at any adjournment thereof, with the full power to vote all of the shares of
stock which the undersigned is entitled to vote:
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE STOCKHOLDER BUT IF NO
DIRECTION IS MADE, IT WILL BE VOTED FOR ELECTION OF THE ABOVE NOMINEES FOR
DIRECTORS, IN FAVOR OF THE PROPOSAL SET FORTH IN ITEM (2) AND, IN THE DISCRETION
OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(Continued, and to be signed, on other side)
- --------------------------------------------------------------------------------
(1) ELECTION OF DIRECTORS
[_] FOR all nominees listed hereon (except as marked to the contrary
below):
A. Robert Abboud Raymond F. Farley Charles Marshall Stuart L. Scott
Samaual A.T. Bakhsh Elbert O. Hand Homi B. Patel Ella D. Strubel
Jeffrey A. Cole Donald P. Jacobs Michael B. Rohlfs
To withhold authority to vote for any individual nominees write names in the
space below.
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
(2) TO RATIFY the appointment of independent auditors (Item (2) of Notice of
Annual Meeting).
[_] FOR [_] AGAINST [_] ABSTAIN
(3) TO TRANSACT such other business as may properly come before the meeting.
Dated this ____ day of ________________, 2000
_______________________________(Seal) _________________________________(Seal)
(Signature of Stockholder) (Signature of Stockholder)
Signature must agree with name as shown above. For shares held in joint
tenancy, each of the joint tenants is requested to sign.
