NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 6, 1994
To Shareholders of Oshkosh B'Gosh, Inc.
The annual meeting of shareholders of Oshkosh B'Gosh, Inc. (the
"Company"), will be held at the Pioneer Inn, 1000 Pioneer Drive,
Oshkosh, Wisconsin on May 6, 1994 at 10:00 a.m., to consider and act
upon the following matters:
1. The election of a Board of nine Directors.
2. The transaction of such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
The close of business on March 11, 1994 is the record date for the
meeting and only shareholders of record at that time will be entitled to
notice of and to vote at the meeting or any adjournment or adjournments
thereof.
Your attention is called to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at
the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF
ALL NOMINEES.
Steven R. Duback,
Secretary
Oshkosh, Wisconsin
March 28, 1994
To aid in the early preparation of a record relative to those voting by
Proxy, please indicate your voting directions, sign and date the
enclosed Proxy and return it promptly in the enclosed envelope. If you
should be present at the meeting and desire to vote in person or for any
other reason desire to revoke your Proxy, you may do so at any time
before it is voted.
PROXY STATEMENT
OSHKOSH B'GOSH, INC.
112 Otter Avenue
Oshkosh, Wisconsin 54901
(414) 231-8800
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Oshkosh B'Gosh, Inc. (the
"Company") for the annual meeting of shareholders to be held on Friday,
May 6, 1994. Shares represented by properly executed proxies received
by the Company will be voted at the meeting or any adjournment thereof
in accordance with the terms of such proxies, unless revoked. Proxies
may be revoked at any time prior to the voting thereof either by written
notice filed with the Secretary or Acting Secretary of the meeting or by
oral notice to the presiding officers during the meeting.
The record date for the meeting is the close of business on March 11,
1994. At that date, there were 13,294,752 shares of Class A Common
Stock and 1,291,048 shares of Class B Common Stock outstanding. Each
share of Class A Common Stock entitles its holder to one vote for the
election of each of two directors. Each share of Class B Common Stock
entitles its holder to one vote for the election of each of seven
directors. Each share of Class B Common Stock also entitles its holder
to one vote concerning all other matters properly coming before the
meeting. Any shareholder entitled to vote may vote either in person or
by duly authorized proxy.
A majority of the shares of each class, represented in person or by
proxy, constitutes a quorum. Directors to be elected by each class
shall be elected by a plurality of the votes of the shares of that class
present in person or represented by proxy at the meeting. "Plurality"
means that the individuals who receive the largest number of votes are
elected as directors up to the maximum number of directors to be chosen
at the meeting. In any othermatters, the affirmative vote of the
majority of the shares of Class B Common Stock present in person or
represented by proxy at the meeting will be the act of the shareholders;
holders of Class A Common Stock are not entitled to vote on other
matters except as required by law.
The independent inspector shall count the votes and ballots.
Abstentions are considered as shares present and entitled to vote but
are not counted as affirmative votes cast on a given matter. A broker
or nominee holding shares registered in its name, or in the name of its
nominee, which are beneficially owned by another person and for which it
has not received instructions as to voting from the beneficial owner has
the discretion to vote the beneficial owner's shares with respect to the
election of directors but may not have discretion to do so with respect
to any other matters.
Any broker or nominee "non-votes" with respect to any matter will not be
considered as shares entitled to vote on that matter and will not be
considered by the inspector when counting votes cast on the matter.
However, such broker "non-votes" will be counted for quorum purposes if
the proxy is voted by the broker with respect to the election of
directors.
A majority of the shares of each class represented at the meeting, even
if less than a majority of the outstanding stock of either or both
classes, may adjourn the meeting from time to time without further
notice.
Expenses in connection with the solicitation of proxies will be paid by
the Company. Upon request, the Company will reimburse brokers, dealers
and banks or their nominees, for reasonable expenses incurred in
forwarding copies of the proxy material and annual report to the
beneficial owners of shares which such persons hold of record.
Solicitation of proxies will be made principally by mail. Proxies may
also be solicited in person, or by telephone or telegraph, by officers
and regular employees of the Company.
This proxy material is being mailed to shareholders commencing on or
about March 28, 1994.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of the Company's Class A Common
Stock and Class B Common Stock by each director, each
nominee for director, each person known to own more than 5%
of either class of the Company's Common Stock, each
executive officer named in the Summary Compensation Table,
and all directors and officers as a group. The information
is as of February 1, 1994, except that the information with
respect to Banc One Corporation and Ariel Capital
Management, Inc. is as of December 31, 1993. Except as
indicated in the footnotes such persons have sole voting and
investment power of the shares beneficially owned and
disclaim beneficial ownership of shares held directly by
their spouses.
<TABLE>
Shares of Class A Percentage Shares of Class B Percentage
Name and Address Common Stock of Shares Common Stock of Shares
Beneficial Owner Beneficially Owned Outstanding Beneficially Owned Outstanding
<S> <C> <C> <C> <C>
Banc One Corporation and subsidiaries,
including amounts owned as Trustee
of the Earl W. Wyman Trusts dated
February 17, 1960 as amended
("Earl W. Wyman Trusts") (1)
100 East Broad Street
Columbus OH 43271-0251 1,740,039 13.1% 145,515 11.3%
Ariel Capital Management, Inc.
307 North Michigan Avenue
Chicago IL 60601 1,899,005 14.3% 0 --
William F. Wyman (1)(2)(3)
1373 Waugoo Avenue
Oshkosh WI 54901 84,510 0.6% 223,292 17.3%
Thomas R. Hyde (1)(2)(4)
109 Chapin Parkway
Buffalo NY 14209 132,591 1.0% 102,847 8.0%
Thomas R. Wyman (1)(2)(5)
2896 Fond du Lac Road
Oshkosh WI 54901 300,015 2.3% 159,612 12.4%
Douglas W. Hyde (1)(2)(6)
3700 Edgewater Lane
Oshkosh WI 54901 111,708 0.8% 145,822 11.3%
Michael D. Wachtel (1)(2)(7)
1030 Washington Avenue
Oshkosh WI 54901 118,156 0.9% 118,078 9.1%
Charles F. Hyde (1)(2)(8)
1234 Washington Avenue
Oshkosh WI 54901 58,849 0.4% 56,835 4.4%
Joyce W. Hyde (1)(2)(8)
1234 Washington Avenue
Oshkosh WI 54901 115,263 0.9% 83,909 6.5%
William P. Jacobsen
2100 White Swan Drive
Oshkosh WI 54901 10,500 0.1% 1,500 0.1%
Steven R. Duback (9)
3212 North Summit Avenue
Milwaukee WI 53211 2,185 ---- 0 ----
Orren J. Bradley
6770 North Reynard
Milwaukee WI 53217 813 ---- 119 ----
Judith D. Pyle
415 Farwell Drive
Madison WI 53704 300 ---- 0 ----
Jerry M. Hiegel
One South Pinckney Street
Suite 333
Madison WI 53703 0 ---- 0 ----
David L. Omachinski
1605 Maricopa Drive
Oshkosh WI 54904 0 ---- 0 ----
Anthony S. Giordino
112 Otter Avenue
Oshkosh WI 54901 29,740 0.2% 4,470 0.3%
All Directors and Executive
Officers as a group
(17 persons) 1,265,297 9.5% 904,807 70.1%
<F1>
(1) The Earl W. Wyman Trust for the benefit of the Wyman
family beneficially owns 247,500 shares of Class A Common
Stock and 55,180 shares of Class B Common Stock, or about
1.9% and 4.2%, respectively, of such stock outstanding. Its
beneficiaries are Thomas R. Wyman and his children (William
F. Wyman and Ann E. Wolf). The Earl W. Wyman Trust for the
benefit of the Hyde family beneficially owns 182,500 shares
of Class A Common Stock and 55,180 shares of Class B Common
Stock, or about 1.4% and 4.2% respectively, of such stock
outstanding. Its beneficiaries are Joyce W. Hyde and her
children (Douglas W. Hyde, Thomas R. Hyde, and Margaret H.
Wachtel). All of the beneficiaries disclaim beneficial
ownership of such shares.
<F2>
(2) Thomas R. Wyman and Shirley F. Wyman are the parents of
William F. Wyman and Ann E. Wolf. Thomas R. Wyman is also
the brother of Joyce W. Hyde. Joyce W. Hyde and Charles F.
Hyde are the parents of Douglas W. Hyde, Thomas R. Hyde and
Margaret H. Wachtel (who is the wife of Michael D. Wachtel).
<F3>
(3) William F. Wyman owns directly 83,630 shares of Class A
Common Stock and 187,976 shares of Class B Common Stock. He
also owns, as sole trustee of three trusts created for the
benefit of his children, 880 shares of Class A Common Stock
and 9,756 shares of Class B Common Stock. The amounts shown
in the table also include 25,560 shares of Class B Common
Stock owned by two trusts of which he is a remainder
beneficiary.
<F4>
(4) Thomas R. Hyde owns directly 93,955 shares of Class A
Common Stock and 89,701 shares of Class B Common Stock. He
owns as sole trustee of two trusts created for the benefit
of his children 11,800 shares of Class A Common Stock and
1,000 shares of Class B Common Stock. He has beneficial
ownership of 19,136 shares of Class A Common Stock and 8,146
shares of Class B Common Stock held by him as custodian for
his minor children, and beneficial ownership of 3,700 shares
of Class A Common Stock held by his spouse. In addition, he
shares beneficial ownership of 4,000 shares of Class A
Common Stock and 4,000 shares of Class B Common Stock owned
by a trust of which he is an income beneficiary, his minor
son is a remainder beneficiary and his spouse is the sole
trustee. The amounts shown in the table do not include
23,047 shares of Class A Common Stock owned by the Joyce W.
Hyde Income Trust of 1987 of which he is a remainder
beneficiary, as to which he disclaims beneficial ownership.
<F5>
(5) Includes shares owned directly or as marital property
with his wife, Shirley F. Wyman. The amount shown in the
table does not include 3,372 shares of Class B Common Stock
(less than 1% of the total number outstanding) owned by
Shirley F. Wyman, or the shares owned directly by their two
adult children, as to which he disclaims beneficial
ownership. The table also does not include 20,000 shares of
Class A Common Stock and 25,560 shares of Class B Common
Stock held by trusts under which Thomas R. Wyman and Shirley
F. Wyman are income beneficiaries. They disclaim beneficial
ownership of those shares.
<F6>
(6) Douglas W. Hyde owns directly 73,653 shares of Class A
Common Stock and 135,457 shares of Class B Common Stock, or
approximately 0.6% and 10.4%, respectively, of the total
number of such shares outstanding. He also owns as sole
trustee of two trusts created for the benefit of his
children 8,100 shares of Class A Common Stock and 1,000
shares of Class B Common Stock. In addition, he shares
beneficial ownership of 29,955 shares of Class A Common
Stock and 9,365 shares of Class B Common Stock owned
directly by his spouse, held by his spouse as trustee for
the benefit of his children and held by him as custodian for
his minor children. The amounts shown in the table do not
include 16,635 shares of Class A Common Stock and 2,445
shares of Class B Common Stock owned by a trust of which he
is the income beneficiary and his minor daughter is the
remainder beneficiary, or 23,047 shares of Class A Common
Stock held as a remainder beneficiary of the Joyce W. Hyde
Income Trust of 1987, as to which he disclaims beneficial
ownership.
<F7>
(7) Michael D. Wachtel owns directly 13,710 shares of Class
A Common Stock and 1,710 shares of Class B Common Stock, or
approximately 0.1% of the outstanding shares of each class.
He owns an additional 2,560 shares of Class B Common Stock
as sole trustee of two trusts created for the benefit of his
children. In addition, he shares beneficial ownership of
96,346 shares of Class A Common Stock and 112,808 shares of
Class B Common Stock owned directly by his spouse and held
by his wife as custodian for their minor children and 8,100
shares of Class A Common Stock and 1,000 shares of Class B
Common Stock owned by his spouse as sole trustee of two
trusts created for the benefit of their children. The
amounts shown in the table do not include 12,681 shares of
Class A Common Stock and 29,083 shares of Class B Common
Stock owned by two trusts of which his spouse is the income
beneficiary and his minor children are remainder
beneficiaries, respectively, or 23,047 shares of Class A
Common Stock held by his spouse as a remainder beneficiary
of the Joyce W. Hyde Income Trust of 1987, as to which he
disclaims beneficial ownership.
<F8>
(8) Charles F. Hyde, and his wife, Joyce W. Hyde, own all of
their Company stock as marital property, but they each hold
the amounts shown in their own respective names. The
amounts shown in the table do not include the shares owned
directly or indirectly by their three adult children, as to
which they disclaim beneficial ownership. The table also
does not include 69,140 shares of Class A Common Stock held
by the Joyce W. Hyde Income Trust of 1987, under which she
is the income beneficiary, but disclaims beneficial
ownership.
<F9>
(9) Steven R. Duback owns 885 shares of Class A Common stock
directly and 1,300 shares as custodian for his children.
The decendents of Earl W. Wyman, their spouses and trusts of
which they are beneficiaries (the "Wyman/Hyde Group,"
including, among others, Thomas R. Hyde, Charles F. Hyde,
Joyce W. Hyde, Douglas W. Hyde, Michael D. Wachtel, Margaret
H. Wachtel, the Earl W. Wyman Trusts, Thomas R. Wyman and
William F. Wyman) own a total of 1,864,863 shares of Class A
Common Stock (approximately 14.0% of the outstanding shares)
and 1,035,655 shares of Class B Common Stock (approximately
79.3% of the outstanding shares). Each member of the
Wyman/Hyde Group is subject to a cross purchase agreement
pursuant to which his or her Class B Common Stock generally
may not be transferred except to a spouse or descendant (or
a trust for their benefit) unless the shares first have been
offered to the other members of the Wyman/Hyde Group.
Under the securities laws of the United States, the
Company's directors, its executive officers and any person
holding more than 10% of any class of the Company's Common
Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that
ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established
and the Company is required to disclose in this Proxy
Statement any failure to file these dates not previously
reported.To the Company's knowledge, all of these filing
requirements were satisfied except that Forms 3 for two
trusts formed by Mr. and Mrs. Wachtel for the benefit of
their children were filed late.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
Information regarding the nominees for whom the shares
represented by proxies will be voted for election as
directors is set forth in the following table. Proxies for
Class A Common Stock will be voted to elect Orren J. Bradley
and Jerry M. Hiegel as directors, and proxies for Class B
Common Stock will be voted to elect Charles F. Hyde, Thomas
R. Wyman, Steven R. Duback, Douglas W. Hyde, Michael D.
Wachtel, Judith D. Pyle and David L. Omachinski, as
directors. William P. Jacobsen retired as an executive
officer of the Company at the end of 1993 and declined to be
renominated for election as a director. In the unforseen
event that any nominee will be unable or unwilling to serve,
proxies will be voted with discretionary authority for a
substitute nominee designated by the Board of Directors.
The nominees for Directors are:
Principal Occupation
and Business Director
Name Age Experience Since
Nominees for
Directors to be
Elected by
Class B Shares
Charles F. Hyde 73 Chairman of the Board 1955
(since February, 1990);
until 1992 Mr. Hyde was
Chief Executive Officer of
the Company (since 1966);
until February, 1990 he
was also President of the
Company (since 1962).
Thomas R. Wyman 66 Vice Chairman of the Board 1955
(since February, 1990);
until February, 1990
Mr. Wyman was Executive
Vice President of the
Company (since 1979);
prior thereto Mr. Wyman
served as Vice President
and Treasurer (since
1973).
Steven R.
Duback 49 Partner, Quarles & Brady 1981
(law firm), Milwaukee
(joined the firm in 1969);
Secretary of the Company
(since 1981).
Douglas W. Hyde 43 President (since 1991) and 1988
Chief Executive Officer
(since 1992); prior
thereto Mr. Hyde served as
Senior Vice President -
Marketing (since 1989);
Vice President -
Merchandising (since
1983); and as Director of
Sportswear Merchandising
(since 1979); joined the
Company in 1975.
Michael D.
Wachtel 40 Executive Vice President 1988
(since 1991), Chief
Operating Officer (since
1992) and Assistant
Secretary (since 1990);
prior thereto Mr. Wachtel
served as Senior Vice
President - Operations
(since 1986); and as
Director of Operations
(since 1984) and as
Administrative Assistant
to the President; joined
the Company in 1978.
Judith D. Pyle 50 Vice Chairman and Senior 1989
Vice President, Corporate
Marketing, Rayovac
Corporation (manufacturer
of batteries and
flashlights) (since 1983).
Ms. Pyle is also a
director of Firstar
Corporation and of
Wisconsin Power & Light
Co.
David L.
Omachinski 42 Vice President - Finance, New Nominee
CFO and Treasurer (since
1993. Joined the Company
in 1993. Prior thereto
(since 1980)
Mr. Omachinski was a
shareholder of Schumaker,
Romenesko & Associates,
S.C. (since 1992
Mr. Omachinski was the
Executive Vice President
and Chief Operating
Officer thereof) which
served as the Company's
independent public
accountants.
Nominees for
Directors to be
Elected by
Class A Shares
Jerry M. Hiegel 67 Chairman of the Hiegel 1992
Group, Inc. (a private
investment firm) since
1987. Prior thereto Mr.
Hiegel was Executive Vice
President of General Foods
Corporation (since 1982);
Chairman (since 1984),
President and CEO (since
1980), and President
(since 1977) of Oscar
Mayer Foods Corporation
(food manufacturer
specializing in packaged
meats). Mr. Hiegel is
also a director of Firstar
Corporation.
Orren J.
Bradley 69 Retired; prior to March, 1988
1992, President of Metro
Milwaukee, Inc. (since
1990); prior thereto he
was Senior Vice-President
of Laub Group, Inc.
(independent insurance
agents) (since 1985);
prior thereto Mr. Bradley
was Chairman and CEO of
Boston Store. Mr. Bradley
is also a director of
Stokely, USA, Inc.
Each director attended 75% or more of the meetings of the
Board and committees of which he or she is a member held
during 1993. The nominating committee consists of Ms. Pyle
(chair) and Messrs. Duback, Bradley, D. Hyde, and Wyman.
The executive committee consists of Messrs. D. Hyde (chair),
C. Hyde, Wachtel, Jacobsen and Bradley. The compensation
committee consists of Messrs. Duback (chair), Hiegel,
Wachtel and Ms. Pyle. The audit committee consists of
Messrs. Bradley (chair), Hiegel and D. Hyde.
Executive Officers
Information concerning those continuing executive officers
of the Company who are not directors or nominees for
director is sent forth in the following table.
Name Age Position and Experience
Anthony S.
Giordano 57 Vice President -
Manufacturing (since
1980); joined the
Company in 1963.
Donald M.
Carlson 58 Vice President - Human
Resources (since 1990).
Prior thereto
Mr. Carlson was
director of
organizational
effectiveness and
training for General
Dynamics Corp. (an
aerospace and defense
manufacturer) (since
1959).
Jon C.
Dell'Antonia 52 Vice President -
Management Information
Systems (since 1990).
Prior thereto
Mr. Dell'Antonia served
in a similar capacity
for Coleman Co. (a
manufacturer of outdoor
recreational products)
(since 1982).
Oliver E. Wood,
Jr. 51 Vice President -
International Sales and
Marketing (since 1990);
General Manager,
International Sales
(since 1987).
Michael G.
Donabauer 46 Vice President -
Corporate Marketing and
Planning (since 1992),
Director of Marketing
(since 1991). Prior
thereto he was vice
president of marketing
of Charming Shoppes,
Inc. (since 1988).
William F. 35 Vice President-Domestic
Wyman Licensing (since 1993).
Prior thereto he was
director of licensed
product (since 1991)
and manager of retail
development (since
1990); joined the
Company in 1981.
Kenneth H.
Masters 52 Assistant Vice
President -
Manufacturing (since
1983); prior thereto
Mr. Masters served as
plan manager (since
1973); joined the
Company in 1962.
Charles F. Hyde is the father of Douglas W. Hyde, the
father-in-law of Michael D. Wachtel, the brother-in-law of
Thomas R. Wyman and the uncle of William F. Wyman, who is
the son of Thomas R. Wyman. There are no other family
relationships among the executive officers, directors and
nominees.
Executive Compensation
The following table shows compensation paid by the Company
for services rendered to the Company during its fiscal year
ended December 31, 1993, to the five most highly compensated
executive officers.
<TABLE>
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation Compensation
<CAPTION>
Retirement Life
Name and Principal Position Year Salary $(1) Bonus $ Plans $ (2) Insurance $(3)
<S> <C> <C> <C> <C> <C>
Douglas W. Hyde 1993 149,400 58,667 10,660 1,460
President and Chief 1992 146,400 74,989 24,974 1,460
Executive Officer 1991 132,300 100,129 23,233 1,305
Michael D. Wachtel 1993 143,400 58,492 10,234 1,170
Executive Vice President 1992 140,000 74,814 24,480 1,072
and Chief Operating Officer 1991 128,400 99,729 22,813 1,
William P. Jacobsen 1993 139,800 42,222 9,972 4,543
Vice President-Finance, Chief 1992 136,800 53,617 22,502 4,543
Financial Officer and Treasurer 1991 132,000 99,229 23,123
Anthony S. Giordano 1993 122,400 23,221 10,442 3,074
Vice President - 1992 120,000 28,426 14,041 3,074
Manufacturing 1991 117,600 58,016 17,562 2,110
Charles F. Hyde 1993 120,000 25,427 8,562 0
Chairman of the Board 1992 140,000 60,741 32,689 11,265
1991 253,200 222,565 45,045 11,265
<F1>
(1) For 1993, 1992 and 1991 other annual compensation did
not exceed the lesser of $50,000 or 10% of such executive
officer's salary.
<F2>
(2) The Company's contribution to the named individual's
accounts in defined contribution retirement plans, including
the Executive Nonqualified Profit Sharing Plan and the
defined contribution portion of the Excess Benefits Plan.
<F3>
(3) Premium paid by the Company on a term life insurance
policy covering the named individual.
</TABLE>
The Company maintains a qualified Pension Plan, and an
unfunded Excess Benefits Plan that provides to participant's
pension benefits that they would otherwise be prevented from
receiving as a result of certain limitations of the Internal
Revenue Code. The following table shows estimated annual
benefits payable upon normal retirement to persons in
specified remuneration and years of service classifications
under the qualified Pension Plan, including amounts payable
under the Excess Benefits Plan.
<TABLE>
Average Annual Years of Service
Renumeration 15 20 25 30 35 40 45
<C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $7,500 $10,000 $12,500 $15,000 $17,500 $20,000 $22,500
75,000 11,250 15,000 18,750 22,500 26,250 30,000 33,750
100,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000
150,000 22,500 30,000 37,500 45,000 52,500 60,000 67,500
200,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000
250,000 37,500 50,000 62,500 75,000 87,500 100,000 112,500
300,000 45,000 60,000 75,000 90,000 105,000 120,000 135,000
350,000 52,500 70,000 87,500 105,000 122,500 140,000 157,500
400,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000
500,000 75,000 100,000 125,000 150,000 175,000 200,000 225,000
600,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000
</TABLE>
Under the Company's qualified Pension Plan and Excess
Benefit Plan a non-union employee generally is entitled to
receive upon retirement at age 65 a lifetime monthly benefit
equal to 1% of his highest five consecutive year average
monthly compensation (including bonuses) multiplied by the
number of years in which he completed at least 1,000 hours
of service, or certain actuarial equivalent benefits. An
employee who has reached age 60 and completed five years of
service may retire and begin to receive the actuarial
equivalent of his pension benefits, and pre-retirement death
benefits equal to the actuarial equivalent value of a
participant's accrued pension benefits. Benefit amounts are
not subject to any reduction for Social Security benefits.
The current years of credited service of Messrs. C. Hyde, D.
Hyde, Wachtel, Jacobsen and Giordano are 46, 18, 16, 26 and
30, respectively. The currently applicable final five year
average compensation covered by the Pension Plan and Excess
Benefits Plan to Messrs. C. Hyde, D. Hyde, Wachtel, Jacobsen
and Giordano are $414,149, $220,542, $214,692, $221,108, and
$167,494.
Employment Contracts
Each of Charles F. Hyde and Thomas R. Wyman has entered into
an amended and restated employment contract with the
Company, providing that if he continues to be employed by
the Company upon terms mutually agreeable to him and the
Company until the end of the year in which he attains age 65
(i.e., December 31, 1985 and December 31, 1992,
respectively) or until such earlier or later date as the
parties mutually agree, subject to certain conditions, the
Company shall make an annual payment to him upon retirement
or permanent disability of $18,000 per annum in monthly
installments of $1,500 each, for so long as he shall live,
and thereafter to his surviving spouse (if any) or to his
estate or the estate of his surviving spouse until total
payments equal $180,000. Messrs. Hyde and Wyman retired
effective 12/31/93 and 12/31/92, respectively, and have been
receiving their benefits.
REPORT OF THE COMPENSATION COMMITTEE
Compensation Committee Approach
The Compensation Committee recommends executive compensation
levels for the Company's executive officers. Its
recommendations are usually approved by the Board without
change, as was the case in 1993. Salaries and incentive
bonuses are determined and established at the beginning of
the calendar year with respect to which the salaries and
incentive bonuses are payable.
The approach to compensating the executive officers used for
calendar year 1993 was designed to tie executive
compensation closely to overall Company profitability.
The Compensation Committee was guided by:
The need to provide competitive compensation to
enable the Company to attract and retain key
management personnel needed for the Company's
long-term success. To this end, the Committee
analyzed and took into account annual compensation
data published by the American Apparel
Manufacturers Association.
The philosophy that top level executive
compensation ought to depend heavily on overall
Company profitability for the year to which the
compensation relates. To this end, the Committee
recommended incentive bonuses which were a direct
percentage of 1993 Company profits.
Its knowledge of the individual executives' skills
and their anticipated individual performances for
the coming year.
Executive Compensation Package
The Company's executive compensation package for 1993
consisted of three elements:
A fixed salary determined at the beginning of the
year.
An incentive bonus determined at the beginning of
the year based on a predetermined percentage of
the Company's profits for 1993.
A small year end bonus determined at year end, the
amount of which has traditionally been in the
range of 3-7 percent of salary (average of about
3.3 percent of salary for 1993 for executive
officers) and which is based both on individual
performance and Company profitability for the
year.
The salaries and incentive bonus percentages for 1993 were
set at the beginning of the year with a view to the salary
comprising approximately 50-80 percent of total compensation
and the incentive bonus comprising approximately 20-50
percent of total compensation. The more senior executive
officers' salaries were set toward the low end of the salary
range and their incentive bonuses were set at the high end
of incentive bonus range. The opposite was true for the
more junior executive officers. The combined salary and
incentive bonus system rewards the executive officers in a
"good" year and penalizes them in a "poor" year. For
example, and as a direct result of the nature of the
combined salary and incentive bonus system, the total cash
compensation paid to each of the five highest paid executive
officers for 1993 was less than the amount received by him
in 1992. The Committee believes that compensation based on
overall Company performance is appropriate for the most
senior executives.
Although the Company does not currently have any stock based
compensation plan for executive officers, this subject is
currently being studied by the Compensation Committee with a
view to proposing some form of modest stock based
compensation plan which, if adopted, would probably cover
not only executive officers but also employees at lower
compensation levels as well.
The incentive bonuses for senior executives (other than the
CEO and COO) for 1994 have been modified to gear their
bonuses more directly to the achievement of pre-defined
individual and group performance goals as opposed to simply
overall Company performance. For the CEO and the COO,
incentive bonuses will continue to be based almost entirely
on overall Company performance.
Chief Executive Officer Compensation
Douglas W. Hyde was the President and CEO of the Company
during 1993. His total cash compensation for 1993 was
$208,067 consisting of $149,400 salary, $53,817 incentive
bonus, and $4,850 year end bonus. His salary and incentive
bonus percentage were based on the Committee's evaluation of
his individual skills, his anticipated performance for the
upcoming year, the high level of his responsibilities, and
the relationship of his anticipated total compensation to
that of CEOs of other comparable sized manufacturing
(especially apparel) companies. His actual total 1993
compensation was obviously linked very directly to, and
adversely impacted by, the Company's overall 1993
performance.
Compensation Committee
Steven R. Duback, Chairperson
Judith D. Pyle
Michael D. Wachtel
Jerry M. Hiegel
Directors' Compensation
Each outside director of the Company (currently Messrs.
Wyman, Duback, Bradley and Hiegel, and Ms. Pyle) is entitled
to receive $800 for each directors meeting and $600 for each
committee meeting attended, plus travel expenses to and from
the meeting. In addition, each outside director is entitled
to receive a monthly fee of $1,250 per month. During 1993
Messrs. Wyman, Duback, Bradley and Hiegel and Ms. Pyle
received director's fees of $22,000, $23,200, $25,600,
$23,800 and $23,200, respectively.
Compensation Committee Interlocks and Insider Participation
The Company's four member Compensation Committee includes
Michael D. Wachtel (the Company's Executive Vice President
and COO) and Steven R. Duback (a partner in Quarles & Brady,
the Company's principal outside counsel). There are no
Compensation Committee interlocks.
Comparison of Five-Year Cumulative Total Return
Oshkosh B'Gosh, Inc., S&P 500 Stock Index,
and S&P Textile-Apparel Manufacturers Group
12/88 12/89 12/90 12/91 12/92 12/93
Oshkosh B'Gosh 100.00 186.51 105.41 143.45 104.60 96.56
S&P 500 100.00 131.76 127.49 166.17 178.81 196.75
S&P Textiles & Apparel 100.00 131.59 114.60 183.71 195.57 147.90
INDEPENDENT ACCOUNTANTS
On December 13, 1993, the Company engaged Ernst & Young as
the independent public accountants to audit the Company's
financial statements for the fiscal year ended December 31,
1993. They replaced the firm of Schumaker, Romensko &
Associates, S.C., who served as the independent public
auditors for the Company's consolidated financial statements
for the fiscal year's ended December 31, 1991 and 1992. The
change was approved by the Audit Committee of the Board and
the Company's Board of Directors.
In connection with the audits of the Company's consolidated
financial statements for the fiscal year's ended December
31, 1991 and 1992, and the subsequent interim period
preceding the engagement of Ernst & Young, there were no
disagreements with Schumaker, Romensko & Associates, S.C.,
on any matters of accounting principals or procedures.
Schumaker, Romenesko & Associates, S.C.'s report on the
Company's financial statements for such two fiscal years
contains no adverse or disclaimer of opinion and was not
qualified as to uncertainty, audit scope or accounting
principles.
Representatives from Ernst & Young are expected to be
present at the meeting and will have an opportunity to make
a statement if they so desire, and will be available to
respond to appropriate shareholder questions.
OTHER MATTERS
The Board of Directors has not been informed and is not
aware that any other matters will be brought before the
meeting. However, proxies may be voted with discretionary
authority with respect to any other matters that may
properly be presented to the meeting and any adjournment
thereof.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no
later than November 29, 1994 in order to be considered for
inclusion in next year's annual meeting proxy statement.
By order of the Board of
Directors
Charles F. Hyde, Chairman
A copy (without exhibits) of the Company's Form 10-K annual
report to the Securities and Exchange Commission for the
fiscal
year ended December 31, 1993 will be provided without charge
to each record or beneficial owner of the Company's Class A
Common Stock or Class B Common Stock as of March 11, 1994 on
the written request of such person directed to: David L.
Omachinski, Vice President - Finance, Oshkosh B'Gosh, Inc.,
112 Otter Avenue, P.O. Box 300, Oshkosh, Wisconsin 54902
Oshkosh, Wisconsin
March 28, 1994
