SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 15, 1994
SYMS CORP
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(Exact name of Registrant as specified in its charter)
New Jersey 1-8564
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(State or other (Commission File Number)
jurisdiction of incorporation)
22-2465228
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(I.R.S. Employer
Identification No.)
Syms Way, Secaucus, New Jersey 07094
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(201) 902-9600
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Item 5. Other Events.
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Pursuant to a Supplemental Agreement and Amendment, dated as
of December 15, 1994 (the "Amendment"), the Voting Trust Agreement dated July
25, 1983 among Sy Syms and six members of his family, which provided for a
voting trust (the "Voting Trust") which was to terminate on July 15, 2004, has
been amended to provide that the shares of Company Common Stock held in the
Voting Trust will be released to the participants therein in three equal
installments during December 1994, 1995 and 1996, with the Voting Trust to
terminate on December 31, 1996. Prior to any such release of shares, 4,222,226
shares (23.9% of total outstanding shares) of Company Common Stock were held in
the Voting Trust; accordingly, 1,407,409 shares will be released each December.
Shares released from the Voting Trust will be eligible for sale pursuant to Rule
144 without any additional holding period. Pursuant to the Voting Trust
Agreement Sy Syms can unilaterally vote or sell shares held in the Voting Trust.
After giving effect to the complete termination of the Voting Trust, Sy Syms
continues to beneficially own approximately 54% of the Company's outstanding
stock.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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9.1 Supplemental Agreement and Amendment to Voting Trust Agreement,
dated as of December 15, 1994
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SIGNATURE
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.
January 11, 1995
SYMS CORP
By: Arthur Weber
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Arthur Weber
Vice President, Chief Financial Officer
and Treasurer
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<PAGE>
Exhibit Index
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Exhibit Description Page No.
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9.1 Supplemental Agreement and Amendment to
Voting Trust Agreement, dated as of December
15, 1994
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Exhibit 9.1
SUPPLEMENTAL AGREEMENT AND AMENDMENT
TO
VOTING TRUST AGREEMENT
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Supplemental Agreement and Amendment, made and entered into as of the
15th day of December, 1994, to a Voting Trust Agreement, dated July 25, 1983, as
amended, by and among SYMS CORP, a corporation duly organized and existing under
the laws of the State of New Jersey (hereinafter referred to as the
"Corporation"), SY SYMS MERNS (now Sy Syms), as trustee (said trustee and his
respective successors being hereinafter referred to as the "Voting Trustee") and
Sy Syms Merns (now Sy Syms), Marcy Syms Merns, Stephen Merns, Robert Merns (now
Robert Syms), Richard Merns (now Richard Syms), Adrienne Merns and Laura Merns
(hereinafter referred to individually as a "Stockholder" and collectively as the
"Stockholders") (such Voting Trust Agreement, including any and all amendments
or supplements thereto, hereinafter called the "Voting Trust Agreement").
W I T N E S S E T H:
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WHEREAS, Section 6(b) of the Voting Trust Agreement provides that the
Voting Trustee shall have the sole, full and unrestricted right and power to
terminate the Voting Trust Agreement prior to its scheduled July 1, 2004
expiration date upon the giving of ten (10) days advance written notice to the
Stockholders;
WHEREAS, the Voting Trustee wishes to terminate the Voting Trust
Agreement in its entirety effective December 31, 1996, and in connection
therewith wishes to deliver to each of the Stockholders, in three equal
installments to be delivered during December 1994, 1995 and 1996, respectively,
all of the shares of Common Stock, $.05 par value ("Common Stock"), of the
Corporation which the Stockholders have on deposit in the Voting Trust on the
date hereof; and
WHEREAS, the Stockholders wish to confirm their concurrence with
and consent to the above-described termination and distributions, and
accordingly the Stockholders and the Voting Trustee deem it appropriate and
advisable to amend the Voting Trust Agreement to provide for said distributions
and termination, upon the terms, provisions and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, it is mutually agreed
by the parties hereto as follows:
1. Section 6(a) of the Voting Trust Agreement is hereby amended by
deleting the words "until the first day of July, 2004" and inserting in place
thereof the words "December 31, 1996".
2. Notwithstanding anything to the contrary contained in the Voting
Trust Agreement, the Voting Trustee shall release from the Voting Trust to each
Stockholder during December 1994, 1995 and 1996, respectively, the number of
shares set forth on Schedule A hereto with respect to such Stockholder.
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3. In connection with the annual release of shares of Common stock
pursuant to Section 2 hereof, each Stockholder shall submit within ten days
after the date hereof, and thereafter during December 1995 and 1996 (on or prior
to December 10), a Voting Trust Certificate issued to such Stockholder properly
endorsed by such Stockholder with a signature guarantee, for at least the same
number of shares of Common Stock as the number of shares to be released from the
Voting Trust during December or such year pursuant to said Section 2. Upon such
surrender, the Voting Trustee shall deliver or caused to be delivered to the
surrendering Stockholder certificates registered in the name of such
Stockholder for shares of Common Stock equivalent in amount to the number of
shares to be released to such Stockholder during such December pursuant hereto,
and if such number of shares is less than the number of such shares
represented by the Voting Trust Certificate surrendered by such
Stockholder, the Voting Trustee shall deliver or cause to be delivered to such
Stockholder a new Voting Trust Certificate representing the number of shares of
Common Stock represented by the surrendered Voting Trust Certificate which are
not being released during such December from the Voting Trust.
4. Each of the Stockholders agrees to hold the Voting Trustee
harmless from and against any and all claims, actions and damages arising out
of the transactions contemplated hereby.
All terms used herein which are defined in the Voting Trust Agreement
and not otherwise defined herein shall have the meanings specified in the Voting
Trust Agreement.
Except as otherwise provided herein, all of the terms, provisions and
conditions of the Voting Trust Agreement shall continue in effect without
change.
This Supplemental Agreement and Amendment may be executed in one or
more counterparts, each of which when executed shall be deemed to be an original
and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement as of the day and year first above written.
SYMS CORP.
By:________________________________
SY SYMS (formerly Sy Syms Merns),
CHAIRMAN OF THE BOARD
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SY SYMS (formerly Sy Syms Merns),
VOTING TRUSTEE
Stockholders:
___________________________________
SY SYMS (formerly Sy Syms Merns)
___________________________________
MARCY SYMS MERNS
___________________________________
STEPHEN MERNS
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ROBERT SYMS (formerly Robert Merns)
____________________________________
RICHARD SYMS (formerly Richard Merns)
___________________________________
ADRIENNE MERNS
____________________________________
LAURA MERNS
SY SYMS, as Guardian
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<TABLE>
<CAPTION>
SCHEDULE A
Shares To Be Shares To Be
Released From Shares To Be Released From
Voting Trust Released From Voting Trust
During Voting Trust During During
Name of Stockholder December 1994 December 1995 December 1996
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<S> <C> <C> <C>
Sy Syms (formerly Sy Syms Merns) 41,183 41,183 41,184
Marcy Syms Merns 243,591 243,592 243,592
Stephen Merns 243,591 243,592 243,592
Robert Syms (formerly Robert Merns) 210,258 210,258 210,259
Richard Syms (formerly Richard Merns) 210,258 210,258 210,259
Adrienne Merns 229,262 229,263 229,263
Laura Merns 229,262 229,263 229,263
</TABLE>
