<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Oshkosh B'Gosh, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 2, 1997
To Shareholders of Oshkosh B'Gosh, Inc.
The annual meeting of shareholders of Oshkosh B'Gosh, Inc. (the "Company")
will be held at the Oshkosh Hilton & Convention Center, 1 North Main Street,
Oshkosh, Wisconsin on May 2, 1997 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 17, 1997, 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 31, 1997
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.
<PAGE> 3
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 2, 1997. 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 17, 1997.
At that date, there were 10,535,571 shares of Class A Common Stock and 1,260,704
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" 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 31, 1997.
1
<PAGE> 4
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 executive officers as a group.
The information is as of January 1, 1997. 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>
<CAPTION>
SHARES OF CLASS A PERCENTAGE SHARES OF CLASS B PERCENTAGE
COMMON STOCK OF SHARES COMMON STOCK OF SHARES
NAME AND ADDRESS OF 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)................................ 1,183,852 11.2% 137,254 10.9%
100 East Broad Street
Columbus OH 43271-0251
Stinson Capital Partners, L.P., et al...... 934,700 8.9% 0 --
909 Montgomery Street
Suite 400
San Francisco CA 94133
William F. Wyman(1)(2)(3).................. 87,610 0.8% 236,292 18.7%
1373 Waugoo Avenue
Oshkosh WI 54901
Thomas R. Hyde(1)(2)(4).................... 125,466 1.2% 108,327 8.6%
109 Chapin Parkway
Buffalo NY 14209
Thomas R. Wyman(1)(2)(5)................... 297,765 2.8% 146,612 11.6%
2896 Fond du Lac Road
Oshkosh WI 54901
Douglas W. Hyde(1)(2)(6)................... 131,558 1.2% 151,302 12.0%
3700 Edgewater Lane
Oshkosh WI 54901
Michael D. Wachtel(1)(2)(7)................ 135,606 1.3% 123,558 9.8%
1030 Washington Avenue
Oshkosh WI 54901
Joyce W. Hyde(1)(2)(8)..................... 91,263 0.9% 67,799 5.4%
1234 Washington Avenue
Oshkosh WI 54901
Steven R. Duback(9)........................ 3,585 -- 0 --
3212 North Summit Avenue
Milwaukee WI 53211
Orren J. Bradley(10)....................... 2,813 -- 119 --
925 East Wells Street, Apt. 325
Milwaukee WI 53202
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF CLASS A PERCENTAGE SHARES OF CLASS B PERCENTAGE
COMMON STOCK OF SHARES COMMON STOCK OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING BENEFICIALLY OWNED OUTSTANDING
------------------------------------ ------------------ ----------- ------------------ -----------
<S> <C> <C> <C> <C>
Jerry M. Hiegel(11)........................ 12,000 0.1% 0 --
One South Pinckney Street
Suite 333
Madison WI 53703
David L. Omachinski(12).................... 18,100 0.2% 0 --
1605 Maricopa Drive
Oshkosh WI 54904
Stig A. Kry(13)............................ 1,000 -- 0 --
333 East 68th Street
Apt. 2F
New York, NY 10021
Shirley A. Dawe............................ 0 -- 0 --
119 Crescent Road
Toronto, Ontario, Canada M4W 1T8
Barbara Widder-Lowry(14)................... 22,600 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
Paul A. Lowry (14)......................... 20,400 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
All Directors and Executive Officers as a
group
(15 persons)(15)......................... 458,517 4.3% 512,021 40.6%
</TABLE>
- ---------------
(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 2.4% 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 1.6% 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.
(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).
(3) William F. Wyman owns directly 83,630 shares of Class A Common Stock and
191,226 shares of Class B Common Stock, or approximately 0.8% and 15.2%,
respectively, of such stock outstanding. He also owns, as sole trustee of
three trusts created for the benefit of his children, 880 shares of Class A
Common Stock and 19,506 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 3,100 shares of Class
A Common Stock issuable pursuant to the vested portion of employee stock
options.
(4) Thomas R. Hyde owns directly 57,530 shares of Class A Common Stock and
92,901 shares of Class B Common Stock, or approximately 0.6% and 7.4%,
respectively, of such stock outstanding. He owns as sole trustee of two
trusts created for the benefit of his children 17,200 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
3
<PAGE> 6
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 20,747
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.
(5) 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.
(6) Douglas W. Hyde owns directly 68,325 shares of Class A Common Stock and
138,657 shares of Class B Common Stock, or approximately 0.7% and 11.0%,
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
13,500 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 14,450 shares of Class A Common
Stock issuable pursuant to the vested portion of employee stock options.
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 20,747 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.
(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 10,118 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 108,450 shares of Class B Common Stock
owned directly by his spouse and held by his wife as custodian for their
minor children and 13,500 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 12,050 shares of Class A Common Stock issuable pursuant to the
vested portion of employee stock options. 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 20,747 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.
(8) Joyce W. Hyde and her husband own a total of 129,162 shares of Class A
Common Stock and 124,304 shares of Class B Common Stock, or about 1.2% and
9.9%, respectively, of the outstanding shares, all as marital property, but
she has voting and dispositive power with respect to the amounts shown in
the table. The amounts shown in the table do not include the shares owned
directly or indirectly by their three adult children, as to which she
disclaims beneficial ownership. The table also does not include 62,240
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.
(9) Steven R. Duback owns 1,185 shares of Class A Common stock directly and 400
shares as custodian for one of his children. The amount shown in the table
also includes 2,000 shares of Class A Common Stock issuable pursuant to a
vested stock option.
4
<PAGE> 7
(10) Orren J. Bradley owns 813 shares of Class A Common Stock directly. The
amount shown in the table also includes 2,000 shares of Class A Common
Stock issuable pursuant to a vested stock option.
(11) 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 2,000 shares
of Class A Common Stock issuable pursuant to a vested stock option.
(12) David L. Omachinski owns 12,000 shares of Class A Common Stock directly.
The amount shown in the table also includes 6,100 shares of Class A Common
Stock issuable pursuant to the vested portion of employee stock options.
(13) The shares consist of Class A Common Stock issuable pursuant to a vested
stock option.
(14) Barbara Widder-Lowry and Paul A. Lowry (who are spouses) each own 15,000
shares of Class A Common Stock directly. The amounts shown in the table
also include 7,600 shares and 5,400 shares of Class A Common Stock issuable
to each of them, respectively, pursuant to the vested portion of employee
stock options.
(15) The amounts shown in the table include 74,175 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.
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, 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
1,823,188 shares of Class A Common Stock (approximately 17.3% of the outstanding
shares) and 1,035,655 shares of Class B Common Stock (approximately 82.2% 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
5
<PAGE> 8
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, David L. Omachinski, Stig A. Kry and Shirley A. Dawe, as directors. Ms.
Judith Pyle, a director of the Company since 1989, resigned during 1996 and
therefore is not a nominee for reelection. 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>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS B SHARES
Douglas W. Hyde............. 46 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.......... 43 Executive Vice President (since 1991), Chief 1988
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.
William F. Wyman............ 38 Vice President-Domestic Licensing (since 1993). 1996
Prior thereto he was Director of Licensed Products
(since 1991) and Manager of Retail Development
(since 1990); joined the Company in 1981.
Steven R. Duback(1)......... 52 Partner, Quarles & Brady (law firm), Milwaukee 1981
(joined the firm in 1969); Secretary of the Company
(since 1981).
David L. Omachinski......... 45 Vice President -- Finance, Chief Financial Officer 1994
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. Mr. Omachinski is also a director of
OSB Financial Corp.
Stig A. Kry................. 68 Retired. From 1957 to 1993 Mr. Kry was a management 1996
consultant with Kurt Salmon Associates, Inc. Mr.
Kry is also a director of Dominion Textile, Inc.,
Guilford Mills, Inc. and Paul Harris Stores, Inc.
</TABLE>
- ---------------
(1) Quarles & Brady, of which Mr. Duback is a partner, has performed
legal services for the Company for many years.
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINICPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- --------------------- ---------
<S> <C> <C> <C>
Shirley A. Dawe............. 50 President of Shirley Dawe Associates, Inc., (a New
Toronto based consumer goods marketing and Nominee
merchandising consulting group) since 1986. Ms.
Dawe also spends a substantial portion of her time
fulfilling her responsibilities as a director of
various companies, including Moore Corp., Ltd.,
National Bank of Canada, Dominion Textile Inc. and
Silcorp. Ltd.
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS A SHARES
Jerry M. Hiegel............. 70 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............ 72 Retired; prior to 1992, President of Metro 1988
Milwaukee, 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 1996. The nominating committee
currently consists of Messrs. Duback (chair), Bradley, Hyde, W. Wyman and Kry.
The executive committee consists of Messrs. Hyde (chair), Bradley, Wachtel and
Omachinski. The compensation committee consists of Messrs. Hiegel (chair) and
Bradley. The audit committee consists of Messrs. Bradley (chair), Hiegel and
Hyde. The Retirement Plan Committee consists of Messrs. Wachtel (chair),
Omachinski and 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.
<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Clifford J. Thompson........... 51 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).
Donald M. Carlson.............. 61 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............ 55 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).
Paul A. Lowry.................. 45 Vice President -- Corporate Retail (since 1994). Prior
thereto he was Vice President Store/Operations for Essex
Outfitters, Inc. (since 1991).
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Barbara Widder-Lowry........... 46 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............. 55 Vice President -- Manufacturing (since May, 1994). Prior
thereto he was Assistant Vice President -- Manufacturing
(since 1983); joined the Company in 1962.
Gary D. Brock.................. 48 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).
</TABLE>
Douglas W. Hyde is the brother-in-law of Michael D. Wachtel and the cousin
of William F. Wyman. Paul A. Lowry and Barbara Widder-Lowry are spouses. There
are no other family relationships among the executive officers, directors and
nominees.
8
<PAGE> 11
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, 1996, to the
five most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- -----------------------------------
AWARDS
--------------------
RESTRICTED LONG-TERM
OTHER ANNUAL STOCK INCENTIVE ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS PLAN PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($) ($)(2)
- --------------------------- ---- ------ ----- ------------ ---------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde............ 1996 322,000 51,638 -- 0 16,400 0 30,382
President and Chief 1995 309,000 187,275 -- 0 20,700 0 29,865
Executive Officer 1994 300,000 46,061 -- 0 0 0 24,458
Michael D. Wachtel......... 1996 268,000 42,978 -- 0 13,600 0 25,587
Executive Vice President 1995 257,500 156,063 -- 0 17,300 0 24,861
and Chief Operating Officer 1994 250,000 38,636 -- 0 0 0 20,918
David L. Omachinski........ 1996 171,500 36,449 -- 0 10,000 0 15,969
Vice President -- Finance, 1995 164,800 80,575 -- 0 7,200 0 18,079
CFO and Treasurer 1994 160,000 43,387 -- 0 0 0 1,695
Barbara Widder-Lowry....... 1996 226,100 28,246 -- 0 12,000 0 19,698
Vice President -- 1995 215,250 84,612 -- 0 9,200 0 21,696
Children's Wear Product 1994 228,258 17,668 -- 0 0 0 2,258,819
Development
Paul A. Lowry.............. 1996 165,400 69,752 -- 0 8,000 0 15,397
Vice President -- 1995 157,500 73,464 -- 0 6,800 0 15,481
Corporate Retail 1994 159,307 15,918 -- 0 0 0 9,930
</TABLE>
- -------------------------
(1) For 1996, 1995 and 1994 other annual compensation did not exceed the lesser
of $50,000 or 10% of such executive officer's salary.
(2) The Company's contributions to the named individual's accounts in its Profit
Sharing Plans for 1996, 1995 and 1994 were $8,802, $12,000, and $9,750 for
Mr. Hyde, $9,070, $12,000 and $9,750 for Mr. Wachtel, $8,829, $12,000, and
N/A for Mr. Omachinski, $8,965, $12,000, and $9,750 for Ms. Widder-Lowry and
$8,813, $12,000, and $8,322 for Mr. Lowry. The Company's contributions to
the same individuals' accounts for the same years in the defined
contribution portion of the Excess Benefit Plan were $20,119, $16,405 and
$13,248 for Mr. Hyde, $15,347, $11,691 and $9,998 for Mr. Wachtel, $5,716,
$4,655 and N/A for Mr. Omachinski, $9,000, $7,963 and $1,336 for Ms.
Widder-Lowry and $4,976, $1,873 and N/A for Mr. Lowry. Premiums paid by the
Company on a term life insurance policy covering Mr. Hyde for each of 1996,
1995 and 1994 were $1,460; premiums for each of the same years for Mr.
Wachtel were $1,170; premiums for each of the same years for Mr. Omachinski
were $1,424, $1,424 and $1,695, respectively; premiums for each of the same
years for Ms. Widder-Lowry were $1,733, and premiums for each of the same
years for Mr. Lowry were $1,608.
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
9
<PAGE> 12
April 30, 1999. The new contracts provided 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 $17,500, respectively, until April 30,
1999.
STOCK OPTIONS
The following table sets forth information concerning stock option grants
during 1996 to the named executive officers. No SARs were granted in 1996. These
grants comprise the stock incentive component of the executives' 1996
compensation.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(1)(#) FISCAL YEAR(2) ($/SH) DATE ($)(3)
---- ------------- -------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Douglas W. Hyde.................... 16,400 10.4% $15.75 2/12/06 $83,968
Michael D. Wachtel................. 13,600 8.6% 15.75 2/12/06 69,632
David L. Omachinski................ 10,000 6.3% 15.75 2/12/06 51,200
Barbara Widder-Lowry............... 12,000 7.6% 15.75 2/12/06 61,440
Paul A. Lowry...................... 8,000 5.1% 15.75 2/12/06 40,960
</TABLE>
- -------------------------
(1) 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.
(2) Based on stock option grants made to employees during 1996 for 157,500
shares of Class A Common Stock.
(3) 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 $15.75 (the fair market value of the underlying stock on
the date of grant); an option term of ten years; an interest rate of 5.81%
(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 40.9
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 Class A 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.
10
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
SHARES VALUE YEAR-END(#) FISCAL YEAR-END(1)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE(#) EXERCISE(#) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde............ 0 0 5,175 31,925 $3,881 $11,643
Michael D. Wachtel......... 0 0 4,325 26,575 3,244 9,732
David L. Omachinski........ 0 0 1,800 15,400 1,350 4,050
Barbara Widder-Lowry....... 0 0 2,300 18,900 1,725 5,175
Paul A. Lowry.............. 0 0 1,700 13,100 1,275 3,825
</TABLE>
- -------------------------
(1) Based on the closing price of the Company's Class A Common Stock at the end
of the fiscal year of $15.25 per share.
PENSION PLANS
The Company maintains a qualified Pension Plan and an unfunded Excess
Benefit 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 Benefit Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL ---------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------- ------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C>
$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
</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 or her 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 or she
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 or her 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 21, 19, 3, 3 and 3, 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 $336,964, $295,667, $203,819, $190,530 and $262,837.
11
<PAGE> 14
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
1996 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 an impact on the long-term overall performance of the Company.
The philosophical basis for the salary amounts, the incentive bonus
opportunities under the Management 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 an analysis
of competitive market data for positions with similar duties and
responsibilities and to a lesser extent on the judgment of the Committee
regarding the individual's duties, responsibilities and skills.
As in past years, the Committee analyzed market salary data provided by
Hewitt Associates and others. Generally speaking, the salaries recommended by
the Committee for 1996 reflected a 4% increase over 1995 with the result then
being tested against the market salary data. With the exception of the CEO and
those persons whose base salary is determined by employment contract, the result
of the 4% increase was very close to the market salary data provided by Hewitt
with the result in each case being within a range of plus or minus 10% of the
market. The CEO's recommended salary was at 82% of the market primarily because
he and the COO function in many ways as co-chief executives; their aggregate
recommended salaries were at 89% of the market.
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.
Except for the CEO and COO, 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 predefined 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
12
<PAGE> 15
whom the officer reports (or by the Compensation Committee in the case of the
CEO and the COO). The performance goals for the CEO and COO included only two
components: a "Corporate" component (85% of the potential bonus), and an
"Individual Evaluation" component (15% of the potential bonus).
The selection, weighting and sizing of the various 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 described above under "Base Salary."
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 1996, nonqualified stock options to purchase a total of
65,500 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.
The size of the stock option awards was based on the Committee's belief
that generally speaking the size should be in direct proportion to an
individual's capacity, based on his or her job function and capabilities, to
affect the long-term performance of the Company. Award size was in some cases
also based on the Committee's judgment about the relative importance of the
long-term retention of a particular individual's services. For the CEO and COO,
the number of shares granted was that number equal to 90% of 1995 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 ranged from about 50% to about 100% of 1995 base salary, with an
average of about 66%. 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 1996. His
total 1996 cash compensation was $373,638, consisting of $322,000 of base salary
and $51,638 of incentive bonus. His base salary was based partly upon market
data, partly upon the Committee's subjective evaluation of his individual skills
and responsibilities, and partly upon the fact that he and the COO function in
many ways as co-chief executives. 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 1996 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 1996 net
sales was achieved at above "minimum" but below "target", and the bonus
component based on 1996 pre-tax earnings did not reach the "minimum" achievement
level and therefore
13
<PAGE> 16
resulted in no bonus for the pre-tax earnings bonus component. The other 15% of
his potential bonus (the "Individual Evaluation" component) was judged by the
Committee to have been achieved at the level of "good" based on the Committee's
determination that although the Company's 1996 net sales and net earnings were
below "plan," Mr. Hyde (together with Mr. Wachtel) had made and implemented some
difficult strategic decisions designed to improve long-term financial
performance even though such decisions had in some cases adversely affected
short-term financial results. These decisions included (a) the continued
implementation of a worldwide sourcing capability; (b) a major repositioning of
the Company's men's wear business; and (c) steps to control and better manage
the distribution channels within which the Company's products are sold with a
view to preserving and improving the long-term best interests of the equity in
the OshKosh B'Gosh brand. 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.
Compensation Committee
Jerry M. Hiegel
Orren J. Bradley
DIRECTORS' COMPENSATION
Each outside director of the Company (currently Messrs. Duback, Bradley,
Hiegel and Kry) is entitled to receive $1,000 for each directors meeting
attended either in person or by telephone conference lasting one hour or more;
$600 for meetings by telephone conference up to one hour in length; $800 for
each committee meeting attended in person, but not held on the same day as a
regularly scheduled board meeting or in which participation is by telephone
conference call lasting one hour or more; and $600 for any other committee
meetings attended, plus travel expenses to and from the meeting. In addition,
each outside director is entitled to receive a fee of $1,500 per month. During
1996, Messrs. C. Hyde, T. Wyman, Duback, Bradley, Hiegel and Kry and Ms. Pyle
received director's fees of $7,850, $7,850, $22,800, $23,600, $23,000, $14,350
and $18,950, respectively. Directors also receive an annual option grant
covering 3,000 shares of Class A Common Stock (1,000 shares for 1996 and prior
years) with an exercise price equal to the market value on the date of the
grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee includes Mr. Bradley and Mr. Hiegel
(chair). There are no Compensation Committee interlocks.
14
<PAGE> 17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN (TSR),*
OSHKOSH B'GOSH, INC., S&P 500 STOCK INDEX, AND
S&P TEXTILE-APPAREL MANUFACTURERS GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD OSHKOSH S&P 500 S&P TEXTILES
(FISCAL YEAR COVERED) B'GOSH
<S> <C> <C> <C>
12/91 100.00 100.00 100.00
12/92 72.91 107.61 106.46
12/93 67.31 118.41 80.51
12/94 49.61 120.01 78.87
12/95 63.11 164.95 88.57
12/96 55.96 202.73 121.68
</TABLE>
----------------------------------------------------------------
<TABLE>
<CAPTION>
OSHKOSH S&P
DATE B'GOSH S&P 500 TEXTILE
- ------------------------------------------------------------------
<S> <C> <C> <C>
December 1991 $100.00 $100.00 $100.00
December 1992 $ 72.91 $107.61 $106.46
December 1993 $ 67.31 $118.41 $ 80.51
December 1994 $ 49.61 $120.01 $ 78.87
December 1995 $ 63.11 $164.95 $ 88.57
December 1996 $ 55.96 $202.73 $121.68
- ------------------------------------------------------------------
</TABLE>
* Total shareholder return assumes $100 invested December 31,
1991 and reinvestment of dividends on a quarterly basis.
15
<PAGE> 18
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,
1996. No change of independent public accountants is contemplated during 1997.
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 25, 1997 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, 1996
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 17, 1997 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 31, 1997
16
<PAGE> 19
OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
<TABLE>
<S><C>
[ ]
THE BOARD OF DIRECTORS RECOMMENDS For All
A VOTE "FOR" BOTH NOMINEES For Withheld Except nominee(s) written in below
(1) ELECTION OF DIRECTORS [ ] [ ] [ ]
Nominees: Orren J. Bradley and Jerry M. Hiegel
as directors elected by holders of Class A Common Stock
(except as marked to the contrary below)
INSTRUCTION: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below:
----------------------------------------------------
Dated , 1997
----------------------------
----------------------------------------------
(Please sign exactly as name appears at left.)
----------------------------------------------
(If stock is owned by more than one person, all
owners should sign. Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
CLASS A COMMON CLASS A COMMON
STOCK PROXY STOCK PROXY
OSHKOSH B'GOSH, INC.
Revocable Proxy for 1997 Annual Meeting of Shareholders
Class A Common Stock
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and each of them proxies, with full power of
substitution to vote all shares of Class A Common Stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of
Oshkosh B'Gosh, Inc. (the "Company") to be held at the Oshkosh Hilton & Convention Center, 1 North Main Street, Oshkosh, Wisconsin
at 10:00 a.m. on Friday, May 2, 1997, or at any adjournment thereof as follows, hereby revoking any proxy previously given:
Shares represented by this proxy will be voted as directed by the shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL
BE VOTED "FOR" THE ELECTION OF THE NOMINEES.
(Continued and to be signed on reverse side)
</TABLE>
<PAGE> 20
<TABLE>
<S><C>
OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
[ ]
THE BOARD OF DIRECTORS RECOMMENDS For All
A VOTE "FOR" ALL NOMINEES For Withheld Except nominee(s) written in below
[ ] [ ] [ ]
(1) ELECTION OF DIRECTORS ---------------------------- (2) In their discretion on such
other matters as may
Nominees: Douglas W. Hyde, Michael D. Wachtel, properly come before the
William F. Wyman, Steven R. Duback, David L. meeting or any adjournment
Omachinski, Stig A. Kry and Shirley A. Dawe thereof; all as set out in
as directors elected by holders of Class B the Notice and Proxy
Common Stock Statement relating to the
(except as marked to the contrary below) meeting, receipt of which
are hereby acknowledged.
Dated , 1997
----------------------------------
----------------------------------------------
(Please sign exactly as name appears at left.)
----------------------------------------------
(If stock is owned by more than one person, all
owners should sign. Persons signing as
executors, administrators, trustees or in
similar capacities should so indicate.)
CLASS B COMMON CLASS B COMMON
STOCK PROXY STOCK PROXY
OSHKOSH B'GOSH, INC.
REVOCABLE PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
CLASS B COMMON STOCK
The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and each of them, proxies, with full power of
substitution to vote all shares of Class B Common Stock the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Oshkosh B'Gosh, Inc. (the "Company") to be held at the Oshkosh Hilton & Convention Center, 1 North Main Street,
Oshkosh, Wisconsin at 10:00 a.m. on Friday, May 2, 1997, or at any adjournment thereof as follows, hereby revoking any proxy
previously given.
Shares represented by this proxy will be voted as directed by the shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL
BE VOTED "FOR" THE NOMINEES.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
</TABLE>
