UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
o 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 0-13365
OSHKOSH B'GOSH, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-0519915
(State or other jurisdiction of(IRS Employer Identification No.)
incorporation or organization)
112 Otter Avenue, Oshkosh, Wisconsin 54901
(Address of principal executive offices) (Zip Code)
(414) 231-8800
(Registrant's telephone number)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of June 30, 1995 there were outstanding 11,513,287 shares of Class A
Common Stock and 1,267,513 shares of Class B Common Stock.
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
AMENDMENT NO. 1
TO
QUARTERLY REPORT ON
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1995
The undersigned registrant hereby amends its Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1995 to include Item 4 therein, as
follows:
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant's annual meeting of stockholders was held on May 5, 1995
(the "1995 Annual Meeting"). A majority of the shares of each class of the
registrant's Common Stock, represented in person or by proxy, was required to
constitute a quorum for action to be taken by such class. A total of 10,360,004
shares of Class A Common Stock and 1,018,446 shares of Class B Common Stock were
represented, in person or by proxy, at the 1995 Annual Meeting, constituting a
quorum of each class.
With respect to the election of Class A Directors, the following votes were
cast in favor of and withheld with respect to the following management nominees:
Nominee Votes in Favor Votes Withheld
------- -------------- --------------
Orren J. Bradley 10,254,545 105,459
Jerry M. Hiegel 10,253,119 106,885
With respect to the election of Class B Directors, the following votes were
cast in favor of and withheld with respect to the following management nominees:
Nominee Votes in Favor Votes Withheld
------- -------------- --------------
Charles F. Hyde, Jr. 1,011,667 6,779
Thomas R. Wyman 1,011,667 6,779
Douglas W. Hyde 1,012,167 6,279
Michael D. Wachtel 1,011,537 6,909
David L. Omachinski 1,012,167 6,279
Steven R. Duback 1,012,167 6,279
Judith D. Pyle 1,012,167 6,279
Directors are elected by a plurality of the votes of the shares of the
class entitled to elect such directors, 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. There were no nominees for director
other than management's nominees identified above. Accordingly, each such
nominee received a plurality of the votes cast by shares of the class indicated
and, therefore, was elected.
The stockholders also voted to approve the OshKosh B'Gosh, Inc. 1994
Incentive Stock Plan (the "1994 Plan") at the 1995 Annual Meeting. The purpose
of the 1994 Plan is to provide an incentive to key employees of the registrant
and its subsidiaries to improve corporate performance on a long-term basis, and
to attract and retain key employees. The 1994 Plan is limited to 1,400,000
shares of Class A Common Stock, subject to appropriate adjustments in the event
the registrant, among other things, declares a stock dividend, stock split or
similar change affecting the Class A Common Stock. Pursuant to the registrant's
Restated Certificate of Incorporation, as amended, only the holders of the Class
B Common Stock were entitled to vote on approval of the 1994 Plan. The results
of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
--------- ------------- ----------- ----------------
925,133 48,137 5,305 39,871
The affirmative vote of the majority of the shares of Class B Common Stock
present in person or represented by proxy at the meeting was required for
approval of the 1994 Plan. Since abstentions are considered as shares present
and entitled to vote but are not counted as affirmative votes cast on a given
matter, they had the effect of an "against" vote with respect to the 1994 Plan.
Because broker non-votes are not considered to be shares entitled to vote, such
broker non-votes had no effect on the voting with respect to the 1994 Plan. The
1994 Plan received the affirmative vote of more than a majority of the shares of
Class B Common Stock present in person or represented by proxy at the meeting
and, consequently, the 1994 Plan was approved by the stockholders.
The stockholders also voted to approve the OshKosh B'Gosh, Inc. 1995
Outside Directors' Stock Option Plan (the "1995 Plan") at the 1995 Annual
Meeting. The purpose of the 1995 Plan is to provide an incentive for directors
of the registrant who are not active full-time employees of the registrant or a
subsidiary to improve corporate performance on a long-term basis. A maximum of
70,000 shares of the registrant's Class A Common Stock may be issued pursuant to
the exercise of options granted under the 1995 Plan, subject to adjustment in
the event of a stock dividend, stock split, recapitalization or other similar
change affecting the Class A Common Stock. Pursuant to the registrant's
Restated Certificate of Incorporation, as amended, only the holders of the Class
B Common Stock were entitled to vote on approval of the 1995 Plan. The results
of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
--------- ------------- ----------- ----------------
957,608 15,132 5,835 39,871
The affirmative vote of the majority of the shares of Class B Common Stock
present in person or represented by proxy at the meeting was required for
approval of the 1995 Plan. Since abstentions are considered as shares present
and entitled to vote but are not counted as affirmative votes cast on a given
matter, they had the effect of an "against" vote with respect to the 1995 Plan.
Because broker non-votes are not considered to be shares entitled to vote, such
broker non-votes had no effect on the voting with respect to the 1995 Plan. The
1995 Plan received the affirmative vote of more than a majority of the shares of
Class B Common Stock present in person or represented by proxy at the meeting
and, consequently, the 1995 Plan was approved by the stockholders.
The final matter on which the registrant's stockholders voted at the 1995
Annual Meeting concerned a stockholder proposal regarding workplace policies.
In that proposal, a stockholder, the Amalgamated Clothing and Textile Workers
Union, sought approval of a resolution urging the Board of Directors to commit
to the goal of creating a high-performance workplace based on the policies of
workplace democracy and meaningful worker participation, and to prepare a report
at reasonable expense identifying the extent to which the registrant was
implementing and/or planned to implement a high-performance workplace based on
those policies, using the criteria set out in the United States Department of
Labor's 1994 Report, Road to High-Performance Workplaces. Pursuant to the
registrant's Restated Certificate of Incorporation, as amended, only the holders
of the Class B Common Stock were entitled to vote on the stockholder proposal.
The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
213,323 758,657 5,455 41,011
The affirmative vote of the majority of the shares of Class B Common Stock
present in person or represented by proxy at the meeting was required for
approval of the stockholder proposal. Since abstentions are considered as
shares present and entitled to vote but are not counted as affirmative votes
cast on a given matter, they had the effect of an "against" vote with respect to
the stockholder proposal. Because broker non-votes are not considered to be
shares entitled to vote, such broker non-votes had no effect on the voting with
respect to the stockholder proposal. The stockholder proposal did not receive
the affirmative vote of a majority of the shares of Class B Common Stock present
in person or represented by proxy at the meeting and, consequently, the
stockholder proposal was not approved by the stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
OSHKOSH B'GOSH, INC.
By:/s/DAVID L. OMACHINSKI
David L. Omachinski
Vice President, Finance,
Treasurer, Chief Financial
Officer and Director
DATE: October 24, 1995
