<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
------- OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended May 31, 2000
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
------- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission file number 1-8501
HARTMARX CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3217140
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 North Wacker Drive
Chicago, Illinois 60606
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 312/372-6300
----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
------- -------
At June 30, 2000 there were 29,462,910 shares of the Company's common stock
outstanding.
<PAGE>
HARTMARX CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Statement of Earnings
for the three months and six months ended
May 31, 2000 and May 31, 1999. 3
Unaudited Consolidated Balance Sheet as of
May 31, 2000,November 30, 1999 and May 31, 1999. 4
Unaudited Condensed Consolidated Statement of
Cash Flows for the six months ended May 31, 2000
and May 31, 1999. 6
Notes to Consolidated Financial Statements. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 11
Part II -- OTHER INFORMATION
Item 4. Results of Votes of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
-2-
<PAGE>
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
HARTMARX CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF EARNINGS
(000's Omitted)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
May 31, May 31,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $172,452 $172,680 $335,641 $349,082
Licensing and other income 423 262 1,501 1,174
-------- -------- -------- --------
172,875 172,942 337,142 350,256
-------- -------- -------- --------
Cost of goods sold 125,557 127,798 245,707 260,620
Selling, general and administrative expenses 41,279 38,806 79,374 76,845
-------- -------- -------- --------
166,836 166,604 325,081 337,465
-------- -------- -------- --------
Earnings before non-cash charge, interest, taxes
and extraordinary gain 6,039 6,338 12,061 12,791
Non-cash charge re: systems project termination -- (11,195) -- (11,195)
-------- -------- -------- --------
Earnings (loss) before interest, taxes and
extraordinary gain 6,039 (4,857) 12,061 1,596
Interest expense 4,029 4,518 8,241 8,706
-------- -------- -------- --------
Earnings (loss) before taxes and extraordinary gain 2,010 (9,375) 3,820 (7,110)
Tax (provision) benefit (765) 3,565 (1,455) 2,705
-------- -------- -------- --------
Net earnings (loss) before extraordinary gain 1,245 (5,810) 2,365 (4,405)
Extraordinary gain, net of taxes 227 -- 227 --
-------- -------- -------- --------
Net earnings (loss) $ 1,472 $ (5,810) $ 2,592 $ (4,405)
======== ======== ======== ========
Earnings (loss) per share (basic and diluted):
Before extraordinary gain $ .04 $ (.17) $.08 $ (.13)
======== ======== ======== ========
After extraordinary gain $ .05 $ (.17) $.09 $ (.13)
======== ======== ======== ========
Dividends per common share $ -- $ -- $ -- $ --
======== ======== ======== ========
Average shares outstanding:
Basic 29,369 33,675 29,307 34,230
======== ======== ======== ========
Diluted 29,481 33,741 29,424 34,286
======== ======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
-3-
<PAGE>
HARTMARX CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
ASSETS
(000's Omitted)
<TABLE>
May 31, Nov. 30, May 31,
2000 1999 1999
--------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 750 $ 2,133 $ 1,905
Accounts receivable, less allowance
of $9,698, $8,639 and $9,504
for doubtful accounts 126,133 144,921 128,895
Inventories 169,230 176,214 209,644
Prepaid expenses 7,166 6,663 9,460
Recoverable and deferred income taxes 15,005 15,005 15,881
--------- --------- ---------
Total current assets 318,284 344,936 365,785
--------- --------- ---------
INVESTMENTS AND OTHER ASSETS 35,957 35,411 30,999
--------- --------- ---------
DEFERRED INCOME TAXES 40,831 40,332 42,955
--------- --------- ---------
PROPERTIES
Land 2,363 2,255 2,650
Buildings and building improvements 42,243 42,079 48,864
Furniture, fixtures and equipment 106,834 112,461 114,765
Leasehold improvements 19,919 19,166 18,861
--------- --------- ---------
171,359 175,961 185,140
Accumulated depreciation and amortization (134,534) (136,967) (145,096)
--------- --------- ---------
Net properties 36,825 38,994 40,044
--------- --------- ---------
TOTAL ASSETS $ 431,897 $ 459,673 $ 479,783
========= ========= =========
</TABLE>
(See accompanying notes to consolidated financial statements)
-4-
<PAGE>
HARTMARX CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(000's Omitted)
<TABLE>
<CAPTION>
May 31, Nov. 30, May 31,
2000 1999 1999
-------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable $ 15,000 $ 15,000 $ 10,000
Current maturities of long-term debt 74 73 71
Accounts payable and accrued expenses 93,633 100,152 90,194
-------- -------- --------
Total current liabilities 108,707 115,225 100,265
-------- -------- --------
LONG-TERM DEBT, less current maturities 131,340 155,300 184,854
-------- -------- --------
SHAREHOLDERS' EQUITY
Preferred shares, $1 par value;
2,500,000 authorized and unissued - - -
Common shares, $2.50 par value; authorized
75,000,000; issued 36,200,564 in
May 2000, 36,100,814 in
November 1999 and 35,856,103
in May 1999. 90,501 90,252 89,640
Capital surplus 83,162 83,834 83,856
Retained earnings 54,503 51,911 45,926
Unearned employee benefits (6,420) (7,161) (8,320)
Common shares in treasury, at cost,
6,778,333 at May 2000,
6,677,952 at November 1999 and
3,500,000 at May 1999. (29,896) (29,688) (16,438)
-------- -------- --------
Total shareholders' equity 191,850 189,148 194,664
-------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $431,897 $459,673 $479,783
======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
-5-
<PAGE>
HARTMARX CORPORATION
UNAUDITED CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS
(000's Omitted)
<TABLE>
<CAPTION>
Six Months Ended May 31,
-----------------------
Increase (Decrease) in Cash and Cash Equivalents 2000 1999
---------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings (loss) $ 2,592 $ (4,405)
Reconciling items to adjust net earnings
to net cash used in operating activities:
Extraordinary gain, net (227) -
Non-cash charge - 11,195
Depreciation and amortization 3,948 3,923
Changes in:
Receivables, inventories, prepaids and other assets 25,055 10,480
Accounts payable and accrued expenses (6,519) (17,561)
Taxes and deferred taxes on earnings (621) (4,451)
-------- --------
Net cash provided by (used in) operating activities 24,228 (819)
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (1,692) (4,344)
Cash paid for acquisition - (658)
-------- --------
Net cash used in investing activities (1,692) (5,002)
-------- --------
Cash Flows from Financing Activities:
Increase (decrease) in borrowings under Credit Facility (1,229) 14,200
Purchase of 10 7/8% Senior Subordinated Notes (22,763) -
Increase (decrease) in other long term debt (37) 124
Purchase of treasury shares (1,163) (16,438)
Other equity transactions 1,273 4,548
-------- --------
Net cash provided by (used in) financing activities (23,919) 2,434
-------- --------
Net decrease in cash and cash equivalents (1,383) (3,387)
Cash and cash equivalents at beginning of period 2,133 5,292
-------- --------
Cash and cash equivalents at end of period $ 750 $ 1,905
======== ========
Supplemental Cash Flow Information
Net cash paid during period for:
Interest expense $ 9,200 $ 8,100
Income taxes 2,000 1,100
</TABLE>
(See accompanying notes to consolidated financial statements)
-6-
<PAGE>
HARTMARX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The accompanying financial statements are unaudited, but in the opinion of
management include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations,
financial position and cash flows for the applicable period. Results of
operations for any interim period are not necessarily indicative of results for
any other periods or for the full year. These interim financial statements
should be read in conjunction with the financial statements and related notes
contained in the Annual Report on Form 10-K for the year ended November 30,
1999.
Note 2
The calculation of basic earnings per share for each period is based on the
weighted average number of common shares outstanding. The calculation of
diluted earnings per share reflects the potential dilution that would occur if
securities or other contracts to issue common stock were exercised or converted
into common stock using the treasury stock method. None of the 2,500,000
authorized preferred shares for Hartmarx Corporation have been issued.
Note 3
Long-term debt comprised the following (000's omitted):
<TABLE>
May 31, Nov. 30, May 31,
2000 1999 1999
-------- -------- --------
<S> <C> <C> <C>
Borrowings under Credit Facility $ 64,385 $ 65,614 $ 89,300
10 7/8% Senior Subordinated Notes, net 62,076 84,769 84,782
Industrial development bonds 17,330 17,344 17,357
Other debt 2,623 2,646 3,486
-------- -------- --------
146,414 170,373 194,925
Less - current 15,074 15,073 10,071
-------- -------- --------
Long-term debt $131,340 $155,300 $184,854
======== ======== ========
</TABLE>
During fiscal 1994, the Company issued $100 million principal amount of 10 7/8%
Senior Subordinated Notes due January 15, 2002 ("Notes") in a public offering,
and also entered into a then three year financing agreement ("Credit Facility")
with a group of lenders providing for maximum borrowings of $175 million
(including a $35 million letter of credit facility) secured by eligible
inventories, accounts receivable and the intangibles of the Company and its
subsidiaries. Various Credit Facility amendments in July 1995, November 1995,
January 1996 and October 1997, among other things, resulted in a reduction in
fees, administrative
-7-
<PAGE>
charges and effective borrowing rates, adjustment or elimination of certain
covenants and the extension of the Credit Facility term from March 1997 to July
2000.
In August 1999, the Company completed an amendment and extension of the Credit
Facility. Among other things, the Credit Facility now provides for maximum
borrowings of $200 million, up from $175 million, (including a $50 million
letter of credit facility, up from $35 million). The term of the Credit Facility
was extended from July 2000 to June 2003 (provided that no more than $35 million
of the Notes remain outstanding by July 15, 2001), along with increased
flexibility with respect to the repurchase of Company stock and future
refinancing of the Company's long term borrowings. Borrowing availability under
the Credit Facility is being utilized for general corporate purposes. Borrowings
are subject to a borrowing base formula based upon eligible accounts receivable
and inventories at rates based either on LIBOR or the prime rate of a major
bank; as of May 31, 2000, the weighted average borrowing rate under the Credit
Facility was 8.5%. Financing fees pertaining to the Notes and Credit Facility,
as amended, are being amortized over the life of the respective agreements.
Certain other fees are also payable under the Credit Facility and Notes based on
services provided.
The Notes and Credit Facility contain various restrictive covenants covering
ratios relating to maximum funded debt to EBITDA and minimum fixed charge
coverage, additional debt incurrence, capital expenditures, asset sales,
operating leases, as well as other customary covenants, representations and
warranties, funding conditions and events of default. The Company was in
compliance with all the covenants under the respective borrowing agreements.
During the six months ended May 31, 2000, the Company acquired $22.8 million
face value of its Notes in several open market transactions. An after-tax
extraordinary gain of $.2 million or $.01 per share was recorded in the second
quarter, reflecting purchases made at a discount to par value.
Note 4
Inventories at each date consisted of (000's omitted):
<TABLE>
May 31, Nov. 30, May 31,
2000 1999 1999
-------- -------- --------
<S> <C> <C> <C>
Raw materials $ 57,599 $ 58,352 $ 52,236
Work-in-process 20,188 19,269 28,057
Finished goods 91,443 98,593 129,351
-------- -------- --------
$169,230 $176,214 $209,644
======== ======== ========
</TABLE>
Inventories are stated at the lower of cost or market. At May 31, 2000, November
30, 1999 and May 31, 1999, approximately 46%, 41% and 49% of the Company's total
inventories, respectively, are valued using the last-in, first-out (LIFO) method
representing certain work-in-process and finished goods. The first-in, first-out
(FIFO) method is used for substantially all raw materials and the remaining
inventories.
-8-
<PAGE>
Note 5
Results for the second quarter and six months ended May 31, 1999 included a non-
cash pre-tax charge of $11.2 million ($6.9 million or $.21 per share net of tax)
to reflect a writedown of capitalized development costs related to the
termination of an enterprise resource planning system project which had been
anticipated to be implemented company-wide ("the non-cash charge"). The project
software had been installed at one operating company representing less than 5%
of consolidated sales and after extensive evaluation, the Company, in
consultation with its advisors, concluded that company-wide implementation would
not be appropriate. Legal action has been initiated against the principal
software provider to recover damages incurred; in accordance with generally
accepted accounting principles, no recovery has been assumed in determining the
reported non-cash charge.
Note 6
The Company is engaged in manufacturing and marketing of apparel. The Company's
customers comprise major department and specialty stores, value oriented
retailers and direct mail companies. The Company's Men's Apparel Group designs,
manufactures and markets tailored clothing, slacks, sportswear and dress
furnishings; the Women's Apparel Group markets women's career apparel,
sportswear and accessories to both retailers and to individuals who purchase
women's apparel through a direct mail catalog.
Information on the Company's operations and total assets for the three and six
month periods ended and as of May 31, 2000 and 1999 is summarized as follows (in
millions):
<TABLE>
<CAPTION>
Men's Women's
Apparel Apparel
Group Group Adj. Consol.
------- ------- ------ -------
<S> <C> <C> <C> <C>
Three Months Ended May 31,
2000
Sales $158.5 $14.0 - $172.5
Earnings (loss) before taxes and
extraordinary gain 8.2 1.0 (7.2) 2.0
1999
Sales $160.6 $12.1 - $172.7
Earnings (loss) before taxes 8.5 1.1 (19.0) (9.4)
Six Months Ended May 31,
2000
Sales $308.3 $27.3 - $335.6
Earnings (loss) before taxes and
extraordinary gain 16.3 2.0 (14.5) 3.8
Total assets 314.9 26.0 91.0 431.9
1999
Sales $324.2 $24.9 - $349.1
Earnings (loss) before taxes 16.4 2.3 (25.8) (7.1)
Total assets 355.3 28.4 96.1 479.8
</TABLE>
-9-
<PAGE>
During the periods ended May 31, 2000 and 1999, there were no intergroup sales
and there was no change in the basis of measurement of group earnings or loss.
Operating expenses incurred by the Company in generating sales are charged
against the respective group's sales; indirect operating expenses are allocated
to the groups benefited. Group results exclude any allocation of general
corporate expense, interest expense or income taxes.
Amounts included in the "adjustment" column for earnings before taxes and
extraordinary gain consist principally of interest expense and general
corporate expenses. Adjustments of gross assets are for cash, recoverable and
deferred income taxes, investments, other assets and corporate properties.
-10-
<PAGE>
HARTMARX CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
November 30, 1999 to May 31, 2000
---------------------------------
Since November 30, 1999, net accounts receivable decreased $18.8 million or 13%
to $126.1 million, reflecting normal seasonal change from tailored clothing
shipments in the Men's Apparel Group. Inventories of $169.2 million declined
$7.0 million or 4% due to seasonal shipments of tailored clothing in the Men's
Apparel Group. Net properties decreased $2.2 million to $36.8 million as
depreciation expense exceeded capital additions. Total debt, including current
maturities, decreased $24.0 million to $146.4 million, reflecting normal
seasonal working capital requirements, and represented 43% of total
capitalization at May 31, 2000 compared to 47% at November 30, 1999. During the
first half of 2000, the Company repurchased .3 million of its shares in open
market transactions at an average cost of $3.67 per share, completing the
aggregate 7 million of authorized share repurchase programs initiated during
1999, aggregating approximately $31 million of stock purchases. Also, during
fiscal 2000, the Company acquired $22.8 million par value of its 10 7/8% Senior
Subordinated Notes at a discount to par, utilizing availability under its
Revolving Credit Facility.
May 31, 1999 to May 31, 2000
----------------------------
Net accounts receivable of $126.1 million decreased $2.8 million or 2%.
Inventories of $169.2 million declined $40.4 million or 19%, reflecting the
deemphasis or elimination of certain brands or programs that did not offer the
prospects of adequate profitability over the longer term, as well as the
generally lackluster environment at retail for non-casual apparel products. Net
properties of $36.8 million decreased $3.2 million, primarily attributable to
lower capital expenditures. Free cash flow, primarily from earnings and working
capital reductions, enabled the Company to purchase approximately $14.4 million
of treasury stock during the trailing year ended May 31, 2000, while still
reducing debt by over $48 million. Total debt was $146.4 million compared to
$194.9 million a year ago and represented 43% of total capitalization at May 31,
2000 compared to 50% at May 31, 1999.
Results of Operations
Second Quarter 2000 Compared to Second Quarter 1999
---------------------------------------------------
Second quarter consolidated sales were $172.5 million compared to $172.7 million
in 1999, as the $1.9 million Women's Apparel Group increase was essentially
offset by a 1.3% decline in Men's Apparel Group revenues. Among general product
categories, tailored clothing shipments were slightly lower than the prior
period, reflecting the planned deemphasis of certain brands and programs, as
well as the soft retail environment generally for tailored clothing. Last year,
temporary shipping delays associated with distribution software systems resulted
in a shift of certain sportswear revenues into the second quarter. Women's
Apparel Group revenues represented 8% and 7% of consolidated sales in 2000 and
1999, respectively. Sportswear and other non-tailored clothing product
categories, including women's, represented approximately 28% of second quarter
revenues compared to 24% in the year earlier period.
-11-
<PAGE>
The consolidated gross margin percentage to sales increased to 27.2% compared to
26.0% last year, reflecting previously stated actions to reduce lower margin
business and improve overall product sourcing. Consolidated selling, general and
administrative expenses were $41.3 million in the current period compared to
$38.8 million in 1999 and the ratio to sales increased to 23.9% in 2000 from
22.5% in 1999; the current period included costs related to sportswear product
lines development and higher expenses associated with the increased women's
catalog sales. Licensing and other income of $.4 million increased $.1 million
compared to the previous period.
Earnings before the non-cash charge, interest, taxes and extraordinary gain
(EBIT) were $6.0 million in 2000 compared to $6.3 million last year; EBIT
represented 3.5% of net sales versus 3.7% a year ago. Interest expense of $4.0
million declined $.5 million from last year, reflecting lower average
borrowings, partially offset by higher average rates. Consolidated earnings
before taxes and the extraordinary gain were $2.0 million this period compared
to $1.8 million last year excluding the non-cash charge; the pre-tax loss in
1999 after the charge was $9.4 million. Consolidated net earnings this year
before the extraordinary gain were $1.2 million or $.04 per basic and diluted
share compared to $1.1 million or $.03 per share last year excluding the non-
cash charge; after reflecting the charge, the 1999 second quarter net loss was
$5.8 million or $.17 per basic and diluted share. Net earnings were $1.5 million
or $.05 per share this year including the extraordinary gain.
Six Months 2000 Compared to Six Months 1999
-------------------------------------------
Consolidated sales decreased $13.4 million or 4% to $335.6 million from $349.1
million in 1999, reflecting a $15.9 million or 4.9% decline in Men's Apparel
Group revenues which was only partially offset by womenswear increases. Within
the Men's Apparel Group, first half sportswear product revenues increased,
attributable to both golfwear and other sportswear product categories; tailored
clothing product revenues declined, reflecting both previously stated plans to
reduce revenues in lower profit potential moderate priced product categories and
lackluster consumer demand for suits. Women's Apparel Group revenues, which
represented 8% and 7% of consolidated sales in 2000 and 1999, respectively,
increased approximately $2.4 million, primarily in the catalog business.
Sportswear and other non-tailored clothing product categories, including
women's, represented 27% of first half sales versus 24% a year ago.
The consolidated gross margin percentage to sales was 26.8% compared to 25.3%
last year, with the increase attributable to the Men's Apparel Group, largely
from product mix changes and improved sourcing. Consolidated selling, general
and administrative expenses were $79.4 million in the current period compared to
$76.8 million in 1999, and represented 23.6% of sales in 2000 compared to 22.0%
of sales in 1999. The current year included, among other things, incremental
costs associated with sportswear product lines development, incremental first
quarter expenses associated with completing Year 2000 remediation and expenses
associated with the higher women's catalog sales. Licensing income of $1.5
million increased $.3 million compared to the previous period.
Earnings before the non-cash charge, interest, taxes and extraordinary gain were
$12.1 million in 2000 compared to $12.8 million last year and represented 3.6%
of sales in 2000 compared to 3.7% of sales in 1999. Interest expense decreased
to $8.2 million from $8.7 million last year, principally due to lower
borrowings, partially offset by higher average borrowing rates. Consolidated
pre-tax earnings before the extraordinary gain were $3.8 million this year
compared to $4.1 million last year excluding the non-cash charge. The pre-tax
loss in 1999 after the charge was $7.1 million. Consolidated net earnings before
the extraordinary gain were $2.4 million or $.08 per basic and diluted share
this year compared to $2.5 million or $.07 per share last year excluding the
non-cash charge; after reflecting the non-cash charge, the 1999 first half loss
was $4.4 million or $.13 per share. Net earnings were $2.6 million or $.09 per
share this year including the extraordinary gain.
-12-
<PAGE>
Part II -- OTHER INFORMATION
Item 4. Results of Votes of Security Holders
The annual meeting of the stockholders of the Registrant was held on April
13, 2000. The Directors listed in the Registrant's Proxy Statement for the
Annual Meeting of Stockholders dated February 25, 2000 were elected for one year
terms with voting for each as follows:
<TABLE>
<CAPTION>
Director For Abstentions
-------- --- -----------
<S> <C> <C>
A. Robert Abboud 25,746,707 1,384,122
Samawal A. T. Bakhsh 24,771,919 2,358,910
Jeffrey A. Cole 25,955,040 1,175,789
Raymond F. Farley 26,052,731 1,078,098
Elbert O. Hand 26,043,450 1,087,379
Donald P. Jacobs 26,092,411 1,038,418
Charles Marshall 26,095,908 1,034,921
Homi B. Patel 26,048,312 1,082,517
Michael B. Rohlfs 26,126,043 1,004,786
Stuart L. Scott 26,019,974 1,110,855
Ella D. Strubel 26,121,471 1,009,358
</TABLE>
The reappointment of PricewaterhouseCoopers LLP as independent auditors was
ratified with 26,253,662 shares for, 557,100 shares opposed and 320,067 shares
abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10-F-1 Amendment dated April 13, 2000 to Employment Agreement
between the Company and Elbert O. Hand.
Exhibit 10-F-2 Amendment dated April 13, 2000 to Employment Agreement
between the Company and Homi B. Patel.
Exhibit 10-F-3 Amendment dated April 13, 2000 to Employment Agreement
between the Company and Glenn R. Morgan.
Exhibit 27 Financial Data Schedules
(b) A report on Form 8-K was filed on May 1, 2000 related to the Company's
Amended and Restated Rights Agreement.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HARTMARX CORPORATION
July 13, 2000 By /s/ GLENN R. MORGAN
------------------------------
Glenn R. Morgan
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 13, 2000 By /s/ ANDREW A. ZAHR
------------------------------
Andrew A. Zahr
Vice President and Controller
(Principal Accounting Officer)
-14-
