SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2000
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HARTMARX CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-8501 36-3217140
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(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification No.)
incorporation or
organization)
101 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606 60606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 312-372-6300
(Not Applicable)
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(Former name or former address, if changed since last year)
ITEM 5. OTHER EVENTS
AMENDMENT OF RIGHTS AGREEMENT
On April 13, 2000, the Board of Directors of Hartmarx
Corporation ("the Company") approved an amendment and restatement (the
"Amendment") of the Rights Agreement, dated December 6, 1995, between the
Company and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agreement"). The Amendment, among other things, allows Traco
International, N.V. ("Traco"), and its affiliates, collectively, to
beneficially own up to and including 19.5% of the outstanding Common Stock,
$2.50 par value per share, of the Company without triggering the
distribution and exercisability of the rights issued pursuant to the Rights
Agreement.
The Amendment also eliminates the provisions requiring the
concurrence of the continuing directors for certain actions taken by the
Board of Directors under the Rights Agreement (including the redemption of
the rights under certain circumstances) and provides that during the six
month period following a change of control of the Board of Directors of the
Company (resulting in a majority of the Board of Directors being comprised
of persons who were not nominated by the Board of Directors in office
immediately prior to such election) that occurs within nine months after an
unsolicited third party acquisition or business combination proposal, the
Rights will only be redeemable by the Board of Directors either (1) if they
have followed certain prescribed procedures (as set forth below) or (2) in
any other case, provided that, if in any such other case their decision
regarding redemption and any acquisition or business combination is
challenged as a breach of fiduciary duty of care or loyalty, the directors
can establish the entire fairness of such decision without the benefit of
any business judgment rule or other presumption.
The procedures required under clause (1) (above) include: (a)
the retention of an independent financial advisor, and the receipt by the
Board of Directors of (i) the views of such advisor regarding whether
redemption of the rights will serve the best interests of the Company and
its stockholders, or (ii) such advisor's statement that it is unable to
express such a view, setting forth the reasons therefor; and (b) with
respect to any pending acquisition or business combination proposal (i) the
implementation by the Board of Directors, with the advice of its
independent financial advisor, of a process and procedures which the Board
of Directors and such advisor conclude would be most likely to result in
the best value reasonably available to stockholders, (ii) receipt of a
fairness opinion from such advisor, and the Board of Directors determining,
and such advisor confirming, that it has no reason to believe that a
superior transaction is reasonably available, and (iii) execution of a
definitive transaction agreement.
The foregoing descriptions of the Amendment does not purport to
be complete and is qualified in its entirety by reference to the Amended
and Restated Rights Agreement which is incorporated by reference as an
exhibit hereto.
ITEM 7. EXHIBITS
Exhibit Number
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4.1 Amended and Restated Rights Agreement,
dated as of April 13, 2000, by and
between the Company and First Chicago
Trust Company of New York, as Rights
Agent. Incorporated by reference to the
Company's Amendment to Registration
Statement of Form 8-A/A, filed May 2,
2000.
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, in the City of Chicago, State
of Illinois.
Dated:May 2, 2000
HARTMARX CORPORATION
By: /s/ Taras A. Proczko
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Name: Taras A. Proczko
Title: Vice President
Corporate Counsel
and Secretary
