NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 3, 1996
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 3, 1996 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 15, 1996 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 25, 1996
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. If you
receive both a Class A Proxy and a Class B Proxy, please sign
both and return both.
1
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 3, 1996. 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 15, 1996. At that date, there were 11,189,387 shares of
Class A Common Stock and 1,266,413 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 all other matters, 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.
As a result, abstentions will have no effect with respect to the
election of directors but will have the same effect as a "no"
2
vote on other matters. 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 25, 1996.
3
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 January 1, 1996. Although
shares of Class B Common Stock are convertible into Class A
Common Stock on a 1-for-1 basis, the Class A Common Stock
disclosures do not include shares that would be issuable upon
such conversion. 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 Shares of
Class A Percentage Class B Percentage
Common Stock of Common Stock of
Beneficially Shares Beneficially Shares
Name and Address of Beneficial Owner Owned Outstanding 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")<F1> 1,345,872 12.0% 138,120 10.9%
100 East Broad Street
Columbus OH 43271-0251
William F. Wyman<F1><F2><F3> 85,435 0.8% 232,292 18.3%
1373 Waugoo Avenue
Oshkosh WI 54901
Thomas R. Hyde<F1><F2><F4> 125,666 1.1% 107,327 8.5%
109 Chapin Parkway
Buffalo NY 14209
Thomas R. Wyman<F1><F2><F5> 298,765 2.7% 150,612 11.9%
2896 Fond du Lac Road
Oshkosh WI 54901
Douglas W. Hyde<F1><F2><F6> 119,683 1.1% 150,302 11.9%
3700 Edgewater Lane
Oshkosh WI 54901
Michael D. Wachtel<F1><F2><F7> 125,281 1.1% 122,558 9.7%
1030 Washington Avenue
Oshkosh WI 54901
Charles F. Hyde<F1><F2><F8> 49,749 0.4% 56,835 4.5%
1234 Washington Avenue
Oshkosh WI 54901
Joyce W. Hyde<F1><F2><F8> 115,263 1.0% 70,469 5.6%
1234 Washington Avenue
Oshkosh WI 54901
Steven R. Duback<F9> 2,585 -- 0 --
3212 North Summit Avenue
Milwaukee WI 53211
Orren J. Bradley<F10> 1,813 -- 119 --
6770 North Reynard
Milwaukee WI 53217
Judith D. Pyle<F11> 2,640 -- 0 --
415 Farwell Drive
Madison WI 53704
Jerry M. Hiegel<F12> 11,000 0.1% 0 --
One South Pinckney Street
Suite 333
Madison WI 53703
David L. Omachinski<F13> 13,800 0.1% 0 --
1605 Maricopa Drive
Oshkosh WI 54904
Stig A. Kry 0 -- 0 --
Kurt Salmon Associates
12 East 49th Street, Suite 1400
New York, NY 10017
Barbara Widder-Lowry<F14> 22,300 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
Paul A. Lowry<F14> 21,890 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
All Directors and Executive Officers
as a group (21 persons)<F15> 910,924 8.1% 771,467 60.9%
<FN>
<F1> 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 2.2% and
4.4%, 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 165,000 shares
of Class A Common Stock and 55,180 shares of Class B Common
Stock, or about 1.5% and 4.4% 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> 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> William F. Wyman owns directly 83,630 shares of Class A
Common Stock and 190,226 shares of Class B Common Stock, or
approximately 0.7% and 15.0%, respectively. He also owns,
as sole trustee of three trusts created for the benefit of
his children, 880 shares of Class A Common Stock and 16,506
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
and 925 shares of Class A Common Stock issuable pursuant to
the vested portion of an employee stock option.
<F4> Thomas R. Hyde owns directly 60,330 shares of Class A Common
Stock and 91,901 shares of Class B Common Stock. He owns as
sole trustee of two trusts created for the benefit of his
children 14,600 shares of Class A Common Stock and 3,280
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 he shares beneficial ownership of 2,800 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. In addition, he shares beneficial ownership with
his spouse of 24,800 shares of Class A Common Stock owned by
a limited partnership in which he and his spouse are the
sole general partners. 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> Thomas R. Wyman owns the shares listed either directly or as
marital property with his wife, Shirley F. Wyman. The
amount shown in the table also includes 1,000 shares of
Class A Common Stock issuable pursuant to a vested stock
option. 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 held
by a trust under which Thomas R. Wyman and Shirley F. Wyman
are income beneficiaries. They disclaim beneficial
ownership of those shares.
<F6> Douglas W. Hyde owns directly 68,325 shares of Class A
Common Stock and 137,657 shares of Class B Common Stock, or
approximately 0.6% and 10.9%, 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 10,900 shares of Class A Common Stock and 3,280
shares of Class B Common Stock. In addition, he shares
beneficial ownership of 35,283 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 also
include 5,175 shares of Class A Common Stock issuable
pursuant to the vested portion of an employee stock option.
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 owned by the Joyce
W. Hyde Income Trust of 1987 of which he is a remainder
beneficiary, as to which he disclaims beneficial ownership.
<F7> 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 8,000 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 109,568 shares of
Class B Common Stock owned directly by his spouse and held
by his wife as custodian for their minor children and 10,900
shares of Class A Common Stock and 3,280 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 also include 4,325 shares of
Class A Common Stock issuable pursuant to the vested portion
of an employee stock option. 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 owned by the Joyce
W. Hyde Income Trust of 1987 of which his wife is a
remainder beneficiary, as to which he disclaims beneficial
ownership.
<F8> 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 amount
shown in the table also includes 1,000 shares of Class A
Common Stock issuable pursuant to a vested stock option held
by Charles F. Hyde. 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> Steven R. Duback owns 1,185 shares of Class A Common stock
directly and 400 shares as custodian for his children. The
amount shown in the table also includes 1,000 shares of
Class A Common Stock issuable pursuant to a vested stock
option.
<F10> Orren J. Bradley owns 813 shares of Class A Common Stock
directly. The amount shown in the table also includes 1,000
shares of Class A Common Stock issuable pursuant to a vested
stock option.
<F11> Judith D. Pyle owns 1,640 shares of Class A Common Stock
directly. The amount shown in the table also includes 1,000
shares of Class A Common Stock issuable pursuant to a vested
stock option.
<F12> The shares listed include 10,000 owned by a trust of which
Mr. Hiegel is the primary beneficiary. Mr. Hiegel has the
right to amend or revoke the trust at any time. The amount
shown in the table also includes 1,000 shares of Class A
Common Stock issuable pursuant to a vested stock option.
<F13> David L. Omachinski owns 12,000 shares of Class A Common
Stock directly. The amount shown in the table also includes
1,800 shares of Class A Common Stock issuable pursuant to
the vested portion of an employee stock option.
<F14> Barbara Widder-Lowry and Paul A. Lowry (who are spouses)
each own 20,000 shares of Class A Common Stock directly.
The amounts shown in the table also include 2,300 shares and
1,700 shares of Class A Common Stock issuable to each of
them, respectively, pursuant to the vested portion of
employee stock options.
<F15> The amounts shown in the table include 32,625 shares of
Class A Common Stock issuable to directors and executive
officers pursuant to the vested portions of stock options,
but do not include amounts owned by the Earl W. Wyman Trusts
described in Note 1, above.
</FN>
</TABLE>
The descendents 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 1,853,438 shares of Class A Common Stock
(approximately 16.6% of the outstanding shares) and 1,035,655
shares of Class B Common Stock (approximately 81.8% 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 descendent (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 the reports
on or before these dates not previously reported. To the
Company's knowledge, all of these filing requirements were
satisfied except that the report of initial ownership by a new
executive officer (Gary D. Brock) was filed late due to an
oversight.
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 Douglas W. Hyde, Michael D. Wachtel, William F. Wyman,
Steven R. Duback, Judith D. Pyle, David L. Omachinski and Stig
A. Kry, as directors. In the unforeseen 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:
<TABLE>
Principal Occupation
and Business Director
Name Age Experience Since
Nominees for Directors to be Elected by Class B Shares
<CAPTION>
<S> <C> <C> <C>
Douglas W. Hyde 45 Chairman of the Board (since May, 1994), President 1988
(since 1991) and 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 42 Executive Vice President (since 1991), Chief Operating 1988
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.
William F. Wyman 36 Vice President -- Domestic Licensing (since 1993). New
prior thereto he was Director of Licensed Products Nominee
(since 1991) and Manager of Retail Development
(since 1990); joined the Company in 1981.
Steven R. Duback<F1> 51 Partner, Quarles & Brady (law firm), Milwaukee (joined 1981
the firm in 1969); Secretary of the Company (since 1981).
Judith D. Pyle 52 Vice Chairman and Senior Vice President, Corporate 1989
Marketing, Rayovac Corporation (manufacturer of batteries
and flashlights) (since 1983). Ms. Pyle is also a
director of Rayovac Corporation, of Firstar Corporation
and of Wisconsin Power & Light Co.
David L. Omachinski 44 Vice President -- Finance, Chief Financial Officer and 1994
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.
Stig A. Kry 67 Retired. From 1957 to 1993 Mr. Kry was a management New
consultant with Kurt Salmon Associates, Inc. Nominee
<FN>
<F1> Quarles & Brady, of which Mr. Duback is a partner, has performed legal
services for the Company for many years.
</FN>
</TABLE>
<TABLE>
Principal Occupation
and Business Director
Name Age Experience Since
Nominees for Directors to be Elected by Class A Shares
<CAPTION>
<S> <C> <C> <C>
Jerry M. Hiegel 69 Chairman of the Hiegel Group, Inc. (a private 1992
investment firm) since 1987. Prior thereto Mr. Hiegel
was Executive Vice President of General Foods
Corporation (a diversified food manufacturer)
(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 71 Retired; prior to 1992, President of Metro Milwaukee, 1988
Inc. (a community based organization to promote tourism)
(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.
</TABLE>
Each director attended 75% or more of the meetings of the Board
and committees of which he or she is a member held during 1995.
The nominating committee currently consists of Ms. Pyle (chair)
and Messrs. Duback, Bradley, D. Hyde, T. Wyman and C. Hyde (T.
Wyman and C. Hyde are retiring from the Board effective on the
date of the Annual Meeting). The executive committee consists of
Messrs. D. Hyde (chair), Bradley, Wachtel and Omachinski. The
compensation committee consists of Messrs. Duback (chair), Hiegel
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
set forth in the following table.
Name Age Position and Experience
Clifford J. Thompson 50 Senior Vice President -- Operations
(since December, 1994). Prior
thereto he was Vice President --
Operations at Liberty Trouser
Company (since 1993); Chief
Operating Officer, Corporate Vice
President of Gitano Manufacturing
Group (since 1991); Vice President
of Domestic Manufacturing at
Espirit de Corp. (since 1989).
Anthony S. Giordano 58 Vice President -- Product
Engineering (since May, 1994);
prior thereto he was Vice President
-- Manufacturing (since 1989);
joined the Company in 1963.
Donald M. Carlson 59 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 53 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).
Michael G. Donabauer 47 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).
Paul A. Lowry 44 Vice President -- Corporate Retail
(since 1994). Prior thereto he was
Vice President Store/Operations for
Essex Outfitters, Inc. (since
1991).
Barbara Widder-Lowry 45 Vice President -- Children's Wear
Product Development (since 1994).
Prior thereto she was an executive
officer of Essex Outfitters, Inc.
(since 1990).
Kenneth H. Masters 53 Vice President -- Manufacturing
(since May, 1994). Prior thereto
he was Assistant Vice President --
Manufacturing (since 1983); joined
the Company in 1962.
Gary D. Brock 47 Vice President -- Sales, Children's
Wear (since November, 1995). Prior
to that date he served as National
Sales Manager (since 1993) or as a
Regional Sales Manager for the
Company (since 1990).
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. Paul A. Lowry and Barbara Widder-Lowry are
spouses. There are no other family relationships among the
executive officers, directors and nominees.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table shows compensation paid by the Company
for services rendered to the Company during its fiscal year ended
December 31, 1995, to the five most highly compensated executive
officers.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Long-Term All
Other Incentive Other
Annual Restricted Plan Compen-
Salary Bonus Compensation Stock Options Payouts sation
Name and Principal Year ($) ($) ($)<F1> Award(s) (#) ($) ($)<F2>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde 1995 309,000 187,275 -- 0 20,700 0 29,865
President and Chief 1994 300,000 46,061 -- 0 0 0 24,458
Executive Officer 1993 149,400 58,667 -- 0 0 0 12,120
Michael D. Wachtel 1995 257,500 156,063 -- 0 17,300 0 24,861
Executive Vice 1994 250,000 38,636 -- 0 0 0 20,918
President and Chief 1993 143,400 58,492 -- 0 0 0 11,404
Operating Officer
David L. Omachinski 1995 164,800 80,575 -- 0 7,200 0 18,079
Vice President - 1994 160,000 43,387 -- 0 0 0 1,695
Finance CFO and 1993 8,172 0 -- 0 0 0 0
Treasurer
Barbara Widder-Lowry<F3> 1995 215,250 84,612 -- 0 9,200 0 21,696
Vice President -- 1994 228,258 17,668 -- 0 0 0 2,258,819
Children's Wear Product
Development
Paul A. Lowry<F3> 1995 157,500 73,464 -- 0 6,800 0 15,481
Vice President - 1994 159,307 15,918 -- 0 0 0 9,930
Corporate Retail
<FN>
<F1> For 1995, 1994 and 1993 other annual compensation did not
exceed the lesser of $50,000 or 10% of such executive
officer's salary.
<F2> The Company's contributions to the named individual's
accounts in its Profit Sharing Plans for 1995, 1994 and 1993
were $12,000, $9,750 and $10,660 for Mr. Hyde, $12,000,
$9,750 and $10,234 for Mr. Wachtel, $12,000, N/A and N/A for
Mr. Omachinski, $12,000, $9,750 and N/A for Ms. Widder-Lowry
and $12,000, $8,322 and N/A for Mr. Lowry. The Company's
contributions to the same individuals' accounts for the same
years in the defined contribution portion of the Excess
Benefits Plan were $16,405, $13,248 and N/A for Mr. Hyde,
$11,691, $9,998 and N/A for Mr. Wachtel, $4,655, N/A and N/A
for Mr. Omachinski, $7,963, $1,336 and N/A for
Ms. Widder-Lowry and $1,873, N/A and N/A for Mr. Lowry.
Premiums paid by the Company on a term life insurance policy
covering Mr. Hyde for each of 1995, 1994 and 1993 were
$1,460; premiums for each of the same years for Mr. Wachtel
were $1,170; premiums for Mr. Omachinski were $1,424, $1,695
and N/A; premiums for Ms. Widder-Lowry were $1,733, $1,733
and N/A, respectively, and premiums for Mr. Lowry were
$1,608, $1,608 and N/A.
The 1994 amount for Ms. Widder-Lowry includes 20,000 shares
of Class A Common Stock and a cash payment of $2,050,000,
both provided in settlement for cancellation of her
long-term employment agreement with Essex Outfitters, Inc.,
a subsidiary of the Company, in connection with the merger
of Essex Outfitters, Inc. into the Company in 1994. That
contract had provided for continued employment and annual
bonuses through April 5, 1997. Effective May 1, 1994,
Ms. Widder-Lowry and Mr. Lowry entered into new employment
contracts with the Company that provide for employment
through April 30, 1999. The new contracts provide for an
initial base salary of $205,000 and $150,000, respectively,
with annual increases of 5% or such greater amount as may be
approved by the Board of Directors, and provide that they
will participate in the Management Incentive Compensation
Plan described in the "Compensation Committee Report on
Executive Compensation" below. The contracts also provide
that, in the event Ms. Widder-Lowry's employment or
Mr. Lowry's employment is terminated by the Company prior to
April 30, 1999 for any reason other than cause (as defined
in the contracts), death or disability, they shall be
entitled to receive monthly severance payments of $23,917
and $17,500, respectively, until April 30, 1999.
<F3> Ms. Widder-Lowry and Mr. Lowry were not employed by the
Company during 1993.
</FN>
</TABLE>
Stock Options
The following table sets forth information concerning stock
option grants during 1995 to the named executive officers. No
SARs were granted in 1995. These grants comprise the stock
incentive component of the executives' 1995 compensation.
Option/SAR Grants in Last Fiscal Year
% of Total
Options/SARs Grant Date
Granted to Exercise or Present
Options/SARs Employees in Base Price Expiration Value
Name Granted #<F1>Fiscal Year<F2> ($/Sh) Date $<F3>
Douglas W. Hyde 20,700 13.4% $14.50 2/20/05 $103,707
Michael D. Wachtel 17,300 11.2% 14.50 2/20/05 86,763
David L. Omachinski 7,200 4.6% 14.50 2/20/05 36,072
Barbara Widder-Lowry 9,200 5.9% 14.50 2/20/05 46,092
Paul A. Lowry 6,800 4.4% 14.50 2/20/05 34,068
[FN]
<F1> Consists entirely of nonqualified stock options granted
pursuant to the Oshkosh B'Gosh, Inc. 1994 Incentive Stock
Plan (the "1994 Plan"). Each of these options vests in
equal annual installments on each of the first four
anniversaries following the grant date provided the optionee
is still an employee of the Company at that time. Each
option was granted with an exercise price equal to the
market value of the Company's Class A Common Stock on the
date of the grant. Unless earlier terminated, these options
expire ten years after the date of the grant.
<F2> Based on stock option grants made to employees during 1995
for 154,900 shares of Class A Common Stock.
<F3> The estimated grant date present value reflected in the
above table is determined using the Black-Scholes model.
The Company does not advocate or necessarily agree that the
Black-Scholes model can properly determine the value of an
option. The ultimate values of the options will depend on
the future market price of the Company's Class A Common
Stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an optionee will realize upon
exercise of an option will depend on the excess of the
market value of the Company's Class A Common Stock over the
exercise price on the date the option is exercised. The
material assumptions and adjustments incorporated in the
Black-Scholes model in estimating the value of the option
grants reflected in the above table include an exercise
price on the option of $14.50 (the fair market value of the
underlying stock on the date of grant); an option term of
ten years; an interest rate of 7.47% (the interest rate on a
U.S. Treasury security on the date of grant with a maturity
date corresponding to that of the option term); volatility
of 41.5 percent (calculated using the Company's daily stock
prices for the one-year period prior to the grant date);
dividends at the rate of $0.28 per share (the annualized
dividends paid with respect to a share of common stock at
the date of grant); and reductions of approximately 19
percent to reflect the probability of forfeiture due to
termination prior to vesting, and approximately 14 percent
to reflect the probability of a shortened option term due to
termination of employment prior to the option expiration
date.
[/FN]
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year, and Fiscal
Year-End Option/SAR Value
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options/SARs at Fiscal Options/SARs at
Acquired on Value Year-End(#) Fiscal Year-End<F1>
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde 0 0 0 20,700 0 $62,100
Michael D. Wachtel 0 0 0 17,300 0 51,900
David L. Omachinski 0 0 0 7,200 0 21,600
Barbara Widder-Lowry 0 0 0 9,200 0 27,600
Paul A. Lowry 0 0 0 6,800 0 20,400
<FN>\
<F1> Based on the closing price of the Company's Class A Common
Stock at the end of the fiscal year of $17.50 per share.
</FN>
</TABLE>
Pension Plans
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.
PENSION PLAN TABLE
Average Annual Years of Service
Remuneration 15 20 25 30 35
$100,000 $15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000
150,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 40,000 50,000 60,000 70,000
250,000 37,500 50,000 62,500 75,000 87,500
300,000 45,000 60,000 75,000 90,000 105,000
350,000 52,500 70,000 87,500 105,000 122,500
400,000 60,000 80,000 100,000 120,000 140,000
500,000 75,000 100,000 125,000 150,000 175,000
600,000 90,000 120,000 150,000 180,000 210,000
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 salary and bonuses as shown in the
Summary Compensation Table) 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. Hyde,
Wachtel, Omachinski and Lowry and Ms. Widder-Lowry are 20, 18, 2,
2 and 2, respectively. The currently applicable final five year
average compensation covered by the Pension Plan and Excess
Benefits Plan to Messrs. Hyde, Wachtel, Omachinski, Lowry and
Ms. Widder-Lowry are $281,575, $256,480, $208,187, $166,363, and
$238,900.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
General Overview of Executive Compensation and Compensation
Committee Philosophy
The Compensation Committee recommends executive compensation
levels for the Company's executive officers. Its recommendations
were approved by the Board in 1995 without change. Salaries,
annual cash incentive bonus award opportunities and related
performance criteria are determined and established at the
beginning of the calendar year with respect to which the salaries
and the incentive cash bonuses are payable. The incentive
bonuses are awarded as part of what is called the Management
Incentive Compensation Plan. In addition, the Committee makes
annual grants of nonqualified stock options to employees who are
in a position to make a significant impact on the long-term
overall performance of the Company.
The philosophical basis for the salary amounts, the
incentive bonus opportunities under the Executive Incentive
Compensation Plan, and the stock option awards is twofold: first,
to provide compensation which is competitive in the marketplace;
and second, to create a mix of compensation elements which will
provide incentives to focus on both short-term and long-term
goals.
Base Salary
Base salaries of the executive officers are based primarily
on competitive market data and to a lesser extent by the
individual judgment of the Committee regarding the individual's
duties, responsibilities and skills.
As in past years, the Committee collected and analyzed data
provided by Hewitt Associates relating to several published
surveys reporting diversified industry (including, but not
limited to, apparel manufacturers) information. When possible,
the 50th percentile market level of base salary for a
"bonus-eligible" firm of $350 million in sales was predicted. In
the case of some positions, Hewitt was not able to match Company
positions to the available survey sources, and in these cases,
the Committee's salary recommendations were based on existing
salary levels, a comparison to recommended salaries for other
officers for which market data was available, and the Committee's
knowledge of the individual's duties, responsibilities and
skills.
The Committee's recommendations resulted in base salaries
ranging from 89% to 114% of the 50th percentile base salary shown
or predicted by the market data described above. The variances
from 100% of market were based primarily on the Committee's
perception of the variance of the market job description from the
particular position within the Company, and on its subjective
judgment about the individual's relative value to the Company.
Annual Cash Incentive Bonus Under the Management Incentive
Compensation Plan
Annual cash incentive bonuses for executive officers under
the Management Incentive Compensation Plan are based on the
Committee's belief that a significant portion of the annual
compensation of each executive officer should be contingent upon
the financial performance of the company, the achievement of
predetermined performance goals relating to the functional area
of the company's operations for which the individual has
responsibility, and a year-end subjective evaluation of the
individual's overall performance during the past year.
Various performance goals were established for each
executive officer, and each officer was given an opportunity to
earn a bonus, defined as a percentage of his base salary, for
achievement of these goals at various levels: minimum, target and
maximum. For the CEO and COO, if achievement of performance
goals is at "target" the bonus earned is 47% of base salary, if
at "minimum" the bonus is 24% of base salary, and if at or better
than "maximum" the bonus is 71% of base salary. For all other
executive officers the target bonus percentages ranged from 25%
to 40% of salary, the minimum percentages ranged from 13% to 20%
of salary, and the maximum percentages ranged from 38% to 60% of
salary. If performance falls below "minimum," no bonus is paid.
The performance goals included three basic components for
each officer: (1) a "Corporate" component measured 30% by company
sales and 70% by pre-tax earnings; (2) a "Responsibility Area"
component based on pre-defined goals related specifically to the
functional area of the Company's business for which the
particular officer is responsible; and (3) an "Individual
Evaluation" component based on a subjective year-end evaluation
of the officer's overall performance by the person to whom the
officer reports (or by the
Compensation Committee in the case of the CEO and the COO).
The selection, weighting and sizing of the individual
components of the incentive bonus plan were determined by the
Committee based on a combination of factors including: advice it
received from Hewitt Associates; the Committee's belief that the
"Corporate" component of the total potential bonus ought to be a
higher percentage for those who are in the position to have the
greatest impact on the overall financial performance of the
Company; the Committee's belief that for officers other than the
CEO and COO, the potential bonus ought to reflect, to a
significant degree, achievement or lack thereof in specific
functional areas for which the individual has responsibility; the
Committee's belief that some portion of the bonus (15%) ought to
be based on a subjective year-end evaluation of the individual's
overall performance; and finally a comparison of aggregate
compensation (including base salary plus incentive bonus at
target level) with the market data provided by Hewitt Associates
described above under "Base Salary" but with the relevant
comparison being at the 65th percentile (rather than the 50th
percentile) to reflect the Committee's feeling that the target
level goals (budgeted amounts) for the "Corporate" performance
component were aggressive and therefore would be relatively
difficult to achieve.
Long-Term Stock Incentives
The Committee views stock based compensation as an important
incentive component of the Company's overall compensation
package. The Committee believes that stock based compensation
serves the important purposes of (a) aligning executive
compensation with the creation of shareholder value by rewarding
performance based on increases in the value of the Company's
stock and by providing executives with an ownership perspective,
(b) focusing executives on long-term performance, and
(c) providing a balance between short-term and long-term
perspective. It also believes that stock based compensation will
assist the Company in attracting qualified employees and building
long-term relationships with existing employees.
In February of 1995, nonqualified stock options to purchase
a total of 111,600 shares of the Company's Class A Common Stock
were granted to executive officers of the Company under the
Oshkosh B'Gosh, Inc. 1994 Incentive Stock Plan. The options vest
in equal annual installments on each of the first four
anniversaries following the grant date provided the optionee is
still an employee of the Company at that time. Each option was
granted with an exercise price equal to the market value of the
Company's Class A Common Stock on the date of grant, thus serving
to focus the optionee's attention on managing the Company from
the perspective of an owner with an equity stake in the Company.
In determining the number of options to be granted to each
executive officer, the Committee sought and followed the advice
of Hewitt Associates. In addition, the Committee determined the
size of the awards based on its belief that the size of the award
should be in direct proportion to an individual's capacity, based
on his or her job function, to affect the long-term performance
of the Company. More specifically, Hewitt recommended guidelines
for the size of option awards based on the number of shares
multiplied by the exercise price in relation to the employee's
position in the Company and the employee's salary. For the CEO
and COO, the number of shares granted was that number equal to
100% of 1994 base salary divided by the per share market value on
the date of grant, rounded up to the nearest multiple of 100
shares. For the other executive officers, the number of shares
granted was similarly determined but based on 65%, rather than
100%, of 1994 base salary. The Committee presently anticipates
that stock option awards will be made annually to the executive
officers as well as to other key employees.
Chief Executive Officer Compensation
Douglas W. Hyde was the President and CEO of the Company
during 1995. His total 1995 cash compensation was $496,275,
consisting of $309,000 of base salary and $187,275 of incentive
bonus. His base salary was based primarily upon market data
supplied by Hewitts Associates and also upon the Committee's
subjective evaluation of his individual skills and
responsibilities. With respect to his incentive bonus (47% of
base salary at "target"), the Committee believed that a high
percentage (85%) of his potential total bonus should be based
upon the overall financial performance of the Company as measured
by its 1995 net sales and pre-tax earnings, because the CEO's
primary responsibility is to achieve results in these areas of
overall Company performance. As it turned out, the bonus
component based on 1995 net sales was achieved at slightly below
"target", and the bonus component based on 1995 pre-tax earnings
was achieved at just slightly below the "maximum" achievement
level. The other 15% of his potential bonus (the "Individual
Evaluation" component) was judged by the Committee to have been
achieved at the level of "outstanding" (as opposed to
"unsatisfactory," "satisfactory" or "good") based on the
Committee's determination that during 1995, Mr. Hyde had handled
many difficult problems decisively and well, had continued to
mature as an executive leader and had forged an effective top
level management team. The Committee also felt that the
significantly improved 1995 Company earnings were in significant
part due to Mr. Hyde's leadership. The number of options granted
to Mr. Hyde under the 1994 Stock Incentive Plan was determined as
described above for executive officers of the Company.
Section 162(m)
Under Section 162(m) of the Internal Revenue Code, a
publicly-held corporation may not deduct compensation in excess
of $1 million paid in a taxable year to the Chief Executive
Officer or to any other executive officer whose compensation is
required to be reported in the Summary Compensation Table.
Qualified performance-based compensation will not be subject to
the deduction limit if certain conditions are met. It is the
Committee's intent to take the steps necessary to satisfy those
conditions in order to preserve the deductibility of executive
compensation to the fullest extent possible consistent with its
other compensation objectives and overall compensation
philosophy. Accordingly, the Oshkosh B'Gosh, Inc. 1994 Stock
Incentive Plan, as adopted by the Board of Directors and approved
at the 1995 Annual Meeting of Shareholders, fulfills the
requirements for treatment as qualified performance-based
compensation. The Committee has determined that it is not
necessary for the Management Incentive Compensation Plan to
fulfill the requirements for treatment as qualified
performance-based compensation because the magnitude of
compensation is not large enough to cause any loss of tax
deductibility under Section 162(m).
Compensation Committee
Steven R. Duback
Judith D. Pyle
Jerry M. Hiegel
Directors' Compensation
Each outside director of the Company (currently Messrs.
C. Hyde, T. Wyman, Duback, Bradley and Hiegel, and Ms. Pyle) is
entitled to receive $800 for each directors meeting attended
either in person or by telephone conference lasting over two
hours; $500 for meetings by telephone conference up to two hours
in length 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 fee of $1,250 per
month. During 1995, Messrs. C. Hyde,
T. Wyman, Duback, Bradley and Hiegel and Ms. Pyle received
director's fees of $20,100, $20,100, $20,600, $21,300, $20,700
and $20,600, respectively.
Compensation Committee Interlocks and Insider Participation
The Company's three member Compensation Committee includes
Steven R. Duback (a partner in Quarles & Brady, the Company's
principal outside counsel, who also serves as the Company's
Secretary), together with Ms. Pyle and Mr. Hiegel. 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
(GRAPH SHOWING COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN)
OSHKOSH S&P
DATE B'GOSH S&P 500 TEXTILE
December 1990 $100.00 $100.00 $100.00
December 1991 $136.09 $130.24 $160.31
December 1992 $ 99.23 $140.25 $170.66
December 1993 $ 91.61 $154.32 $129.06
December 1994 $ 67.51 $156.42 $126.43
December 1995 $ 85.89 $214.99 $141.98
*Total return assumes reinvestment of dividends on a quarterly
basis.
INDEPENDENT ACCOUNTANTS
The Company engaged Ernst & Young as the independent public
accountants to audit the Company's financial statements for the
fiscal year ended December 31, 1995. No change of independent
public accountants is contemplated during 1996.
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 26, 1996 in order to be considered for
inclusion in next year's annual meeting proxy statement.
By order of the Board of Directors
Douglas W. 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, 1995 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 15, 1996 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 25, 1996
