<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file Number 0-14681
J. BAKER, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2866591
(State of Incorporation) (I.R.S. Employer Identification Number)
555 Turnpike Street, Canton, Massachusetts 02021
(Address of principal executive offices)
(617) 828-9300
(Registrant's telephone number, including area code)
The registrant (1) has filed all reports to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such period that the registrant was
required to file such reports), and (2) has been subject to filing
such reports for the past 90 days.
YES X NO
The number of shares outstanding of the registrant's common stock
as of April 29, 1995 was 13,847,226.
1
<PAGE> 2
J. BAKER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
April 29, 1995 (unaudited) and January 28, 1995
<TABLE>
<S> <C> <C>
April 29, January 28,
Assets 1995 1995
------- --------- -----------
Current assets:
Cash and cash equivalents $ 1,666,702 $ 4,915,491
Accounts receivable 32,360,378 25,549,504
Merchandise inventories 348,640,010 333,686,950
Prepaid expenses 8,931,708 8,121,922
Deferred income taxes 2,120,000 2,120,000
----------- -----------
Total current assets 393,718,798 374,393,867
----------- -----------
Property, plant and equipment, at cost:
Land and buildings 25,000,838 24,988,513
Furniture, fixtures, machinery and
equipment 121,398,410 116,900,087
Leasehold improvements 54,833,928 47,448,521
----------- -----------
201,233,176 189,337,121
Less accumulated depreciation 63,025,956 58,271,956
----------- -----------
Net property, plant and equipment 138,207,220 131,065,165
----------- -----------
Other assets 72,474,087 73,159,234
------------ ------------
$604,400,105 $578,618,266
------------ ------------
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 1,500,000 $ 1,500,000
Accounts payable 110,519,272 120,792,457
Accrued expenses 11,004,518 15,504,950
Income taxes payable - 472,357
----------- -----------
Total current liabilities 123,023,790 138,269,764
----------- -----------
Deferred income taxes 6,136,000 6,136,000
Other liabilities 6,351,751 6,377,762
Long-term debt, net of current portion 168,900,000 128,300,000
Senior subordinated debt 5,876,803 5,864,835
Convertible subordinated debt 70,353,000 70,353,000
Stockholders' equity 223,758,761 223,316,905
----------- -----------
$604,400,105 $578,618,266
------------ ------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>3
J. BAKER, INC. AND SUBSIDIARIES
Statements of Consolidated Earnings
For the quarters ended April 29, 1995 and April 30, 1994
(Unaudited)
<TABLE>
<S> <C> <C>
Quarter Quarter
Ended Ended
April 29, 1995 April 30, 1994
-------------- --------------
Sales $231,384,692 $221,338,460
Cost of sales 127,852,826 124,119,268
----------- -----------
Gross profit 103,531,866 97,219,192
Selling, administrative and
general expenses 93,101,690 84,550,572
Depreciation and amortization 6,971,000 5,469,817
----------- -----------
Operating income 3,459,176 7,198,803
Net interest expense 2,422,523 2,203,018
----------- -----------
Earnings before income taxes 1,036,653 4,995,785
Taxes on earnings 399,000 1,798,000
----------- -----------
Net earnings $ 637,653 $ 3,197,785
----------- -----------
Net earnings per common share:
Primary $ 0.05 $ 0.23
-------- --------
Fully diluted $ 0.05 $ 0.22
-------- --------
Number of shares used to compute net
earnings per common share:
Primary 13,845,796 13,813,399
---------- ----------
Fully diluted 13,968,470 18,467,411
---------- ----------
Dividends declared per share $ 0.015 $ 0.015
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>4
J. BAKER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the quarters ended April 29, 1995 and April 30, 1994
(Unaudited)
<TABLE>
<S> <C> <C>
April 29, April 30,
1995 1994
--------- ---------
Cash flows from operating activities:
Net earnings $ 637,653 $ 3,197,785
Adjustments to reconcile net earnings
to net cash used in operating
activities:
Depreciation and amortization:
Fixed assets 4,754,000 3,572,435
Deferred charges, intangible
assets and deferred
financing costs 2,228,968 1,910,499
Change in:
Accounts receivable (6,085,874) (6,277,665)
Merchandise inventories (14,953,060) (35,974,773)
Prepaid expenses (809,786) 476,175
Accounts payable (10,273,185) (5,619,223)
Accrued expenses (4,500,432) (1,765,209)
Income taxes payable (472,357) 1,965,435
Other liabilities 3,905 (90,374)
----------- -----------
Net cash used in operating
activities (29,470,168) (38,604,915)
----------- -----------
Cash flows from investing activities:
Capital expenditures for:
Property, plant and equipment (11,896,055) (11,374,147)
Other assets (2,286,769) (801,284)
----------- -----------
Net cash used in investing
activities (14,182,824) (12,175,431)
----------- -----------
Cash flows from financing activities:
Proceeds from long-term debt 40,600,000 52,300,000
Proceeds from issuance of common stock 11,903 375,012
Payment of dividends (207,700) (207,440)
----------- ----------
Net cash provided by
financing activities 40,404,203 52,467,572
----------- ----------
Net increase (decrease) in cash (3,248,789) 1,687,226
Cash and cash equivalents at
beginning of year 4,915,491 3,584,032
----------- ----------
Cash and cash equivalents at end
of period $ 1,666,702 $ 5,271,258
----------- -----------
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 1,331,164 $ 681,597
----------- -----------
Cash paid for income taxes, net $ 1,426,645 $ 1,978,090
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>5
J. BAKER, INC. AND SUBSIDIARIES
NOTES
-----
1] The accompanying unaudited consolidated financial statements, in
the opinion of management, include all adjustments (which consist
only of recurring accruals) necessary for a fair presentation of
the Company's financial position and results of operations. The
results for the interim periods are not necessarily indicative of
results that may be expected for the entire fiscal year.
2] Primary earnings per share is based on the weighted average
number of shares of Common Stock outstanding during such period.
Stock options and warrants are excluded from the calculation since
they have less than a 3% dilutive effect.
Fully diluted earnings per share is based on the weighted
average number of shares of Common Stock outstanding during
such period. Included in this calculation is the dilutive effect
of stock options and warrants. The calculation for the quarter
ended April 30, 1994 also included the dilutive effect of common
stock issuable under the 7% convertible subordinated notes due
2002. The common stock issuable under the 7% convertible
subordinated notes were not included in the calculation for the
quarter ended April 29, 1995 because they were antidilutive.
3] On November 10, 1993, a federal jury in Minneapolis, MN returned
a verdict assessing royalties of $1,550,000, and additional damages
of $1,500,000 against the Company in a patent infringement suit
brought by Susan Maxwell with respect to a device used to connect
pairs of shoes. Certain post trial motions were filed by Susan
Maxwell seeking treble damages, attorney's fees and injunctive
relief, which motions were granted on March 10, 1995. Judgment
will be entered for Maxwell. The Company intends to appeal the
judgment and believes it has substantial legal arguments to justify
the judgment being overturned at the appellate level. In the event
the Company were not to prevail, however, total damages, including
attorney's fees and interest, are estimated to be approximately $10
million.
A complaint was also filed by Susan Maxwell in November, 1992
against Morse Shoe, Inc. ("Morse"), a subsidiary of the Company,
alleging infringement of the patent referred to above. The case is
currently in the discovery phase, and a trial date has not yet been
set. The Company believes that Ms. Maxwell's recovery against
Morse, if any, will be less than her recovery against the Company
because the number of allegedly infringing pairs of shoes is
substantially less than those involved in the Company's case.
Further, the Company believes that any recovery may be limited to
the number of pairs allegedly infringing the patent during the time
period after the confirmation of Morse's Chapter 11 Plan of
Reorganization on December 20, 1991.
5
<PAGE>6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
All references herein to fiscal 1996 and fiscal 1995 relate to
the years ending February 3, 1996 and January 28, 1995,
respectively.
Results of Operations
First Quarter Fiscal 1996 versus First Quarter Fiscal 1995
Net sales increased by $10.0 million to $231.4 million in the
first quarter of fiscal 1996 from $221.4 million in the first
quarter of fiscal 1995. Sales in the Company's footwear operations
increased by $2.2 million primarily due to a sales increase in the
Company's SCOA licensed shoe division as a result of SCOA's
acquisition of new licensed departments during the last three
quarters of fiscal 1995. The increase in SCOA's sales was
partially offset by a $13.0 million decrease in wholesale footwear
sales (which is a result of the closing of all wholesale footwear
departments serviced by the Company during the second quarter of
fiscal 1995) and a 5.9% decrease in comparable retail footwear
sales (Comparable retail footwear sales increases/decreases are
based upon comparisons of weekly sales volume in licensed
departments and Parade of Shoes and Fayva shoe stores which were
open in corresponding weeks of the two comparison periods). Sales
in the Company's specialty apparel operations increased by $7.8
million due to an increase in the number of Casual Male Big &
Tall stores and Work 'n Gear stores in operation during the first
quarter of fiscal 1996 over the first quarter of fiscal 1995,
partially offset by a 0.9% decrease in comparable specialty apparel
store sales. (Comparable specialty apparel store sales
increases/decreases are based upon comparisons of weekly sales
volume in Casual Male Big & Tall stores and Work 'n Gear
stores which were open in corresponding weeks of the two comparison
periods.)
Cost of sales constituted 55.3% of sales in the first quarter of
fiscal 1996 as compared to 56.1% of sales in the first quarter of
fiscal 1995. This decrease was attributable primarily to a
relative increase in sales in divisions which have lower costs of
sales. Cost of sales in the company's footwear operations was
56.6% of sales in the first quarter of fiscal 1996 as compared to
57.1% of sales in the first quarter of fiscal 1995. The decrease
in such percentage is primarily attributable to a lower cost of
sales in the SCOA licensed division as compared to the Company's
other retail shoe divisions, coupled with the elimination of
wholesale sales, which have a higher cost of sales than retail
sales. These factors were partially offset by higher markdowns as
a percentage of sales. Cost of sales in the Company's specialty
apparel operations was 50.7% of sales the first quarter of fiscal
1996 as compared to 52.0% of sales in the first quarter of fiscal
1995 due to an increase in initial markup on merchandise purchases
partially offset by higher markdowns as a percentage of sales.
Selling, administrative and general expenses increased $8.6
million or 10.1% in the first quarter of fiscal 1996 as compared to
the first quarter of fiscal 1995 primarily due to an increase in
the number of licensed departments and specialty apparel stores in
operation, partially offset by a decrease in overhead expenses. As
a percentage of sales, selling, administrative and general expenses
were 40.2% in the first quarter of fiscal 1996 as compared to 38.2%
in the first quarter of fiscal 1995. Selling, administrative and
general expenses in the Company's footwear operations were 39.4% of
sales in the first quarter of fiscal 1996 as compared to 37.1% of
sales in the first quarter of fiscal 1995. This increase was
primarily due to the elimination of wholesale footwear sales,
partially offset by a relative increase in licensed footwear sales,
which have lower selling, administrative and general expenses than
those in the Company's Parade of Shoes and Fayva divisions.
Selling, administrative and general expenses in the Company's
specialty apparel operations were 43.0% of sales in the first
quarter of fiscal 1996 as compared to 42.5% in the first quarter of
fiscal 1995 primarily due to an increase in store level expenses.
Depreciation and amortization expense increased by $1.5 million
in the first quarter of fiscal 1996 as compared to the first
quarter of fiscal 1995 due to an increase in depreciable and
amortizable assets.
As a result of the above described effects, the Company's
operating income decreased by 51.9% to $3.5 million in the first
quarter of fiscal 1996 from $7.2 million in the first quarter of
fiscal 1995. As a percentage of sales, operating income was 1.5%
in the first quarter of fiscal 1996 as compared to 3.3% in the
first quarter of fiscal 1995.
6
<PAGE>7
Net interest expense increased $220,000 to $2.4 million in the
first quarter of fiscal 1996 from $2.2 million in the first quarter
of fiscal 1995 primarily due to higher levels of borrowings and
higher interest rates.
Taxes on earnings for the first quarter of fiscal 1996 were
$399,000, yielding an effective tax rate of 38.5%, as compared to
taxes of $1.8 million, yielding an effective tax rate of 36.0% in
the first quarter of fiscal 1995.
Net earnings for the first quarter of fiscal 1996 were $638,000
as compared to earnings of $3.2 million in the first quarter of
1995, a decrease of 80.1%.
Financial Condition
April 29, 1995 versus January 28, 1995
The increase in accounts receivable at April 29, 1995 from
January 28, 1995 is primarily due to seasonal factors, licensed
sales in April being higher than licensed sales in January.
Merchandise inventories at April 29, 1995 were higher than at
January 28, 1995 primarily due to a seasonal increase in the
average inventory level per location and a net increase of 32 in
the number of stores and licensed departments in operation.
The increase in net property, plant and equipment is the result
of the company incurring capital expenditures of approximately
$11.9 million in the first quarter of fiscal 1996 primarily for the
opening of new stores, the renovation of existing units and the
purchase of computer equipment.
The ratio of accounts payable to merchandise inventory was 31.7%
at April 29, 1995 as compared to 36.2% at January 28, 1995. This
decrease is primarily the result of the company's decision to
reduce the average financing terms of its foreign purchases.
Accrued expenses at April 29, 1995 decreased from the balance at
January 28, 1995 primarily due to payment of acquisition related
costs and expenses.
Debt increased $40.6 million to $245.1 million at April 29, 1995
from $204.5 million at January 28, 1995 primarily due to additional
borrowings under the company's revolving line of credit to meet
seasonal working capital needs and to fund capital expenditures.
Liquidity and Capital Resources
The Company currently has a $270 million revolving credit
facility on an unsecured basis with Shawmut Bank, N.A., The First
National Bank of Boston, Fleet Bank of Massachusetts, N.A.,
Citizens Savings Bank, NatWest Bank N.A., The Yasuda Trust and
Banking Co., Ltd., Bank Hapoalim B.M., National City Bank,
Columbus, and Standard Chartered Bank (the "Banks"). As amended to
date, the aggregate commitment amount will be reduced by $20
million on October 1, 1995, and by $10 million on each December
29th of 1995 and 1996. Borrowings under the revolving credit
facility bear interest at variable rates and, at the discretion of
the Company, can be in the form of loans, bankers' acceptances and
letters of credit. This facility expires in June, 1997. As of
April 29, 1995, the Company had outstanding obligations under the
revolving credit facility of $227.4 million, consisting of loans,
obligations under bankers' acceptances and letters of credit.
7
<PAGE>8
Following is a table showing actual and planned store openings
by division for fiscal 1996:
<TABLE>
<S> <C> <C> <C>
Actual Openings Planned Openings Total
First Second-Fourth Actual/
Division Quarter Fiscal Quarter Fiscal Planned
1996 1996 Openings
--------------- ---------------- ---------
Licensed 27 90 117
Parade of Shoes 4 1 5
Fayva 3 3 6
Casual Male 32 43 75
Work 'n Gear 3 3 6
</TABLE>
Offsetting the above actual and planned store openings, the
Company has closed 31 licensed departments, one Parade of Shoes
store and five Fayva stores during the first quarter of fiscal
1996, and has plans to close approximately an additional 19
licensed departments, 25 Fayva stores and 20 Parade of Shoes stores
during the second through fourth quarters of fiscal 1996.
The information on store openings and closings reflects
management's current plans and should not be interpreted as
an assurance of actual future developments.
The Company believes that amounts available under its revolving
credit facility, along with internally generated funds, will be
sufficient to meet its operating and capital requirements under
ordinary circumstances through the end of the current fiscal year.
8
<PAGE>9
PART II - OTHER INFORMATION
Item 6.Exhibits and Reports on Form 8-K
(a)The Exhibits in the Exhibit Index are filed as part of this
report.
(b)No reports on Form 8-K were filed by the registrant during
the quarter for which this report is filed.
9
<PAGE>10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
J. BAKER, INC.
By:/s/Alan I. Weinstein
--------------------------
Alan I. Weinstein
Senior Executive Vice President
and Principal Financial Officer
Date: Canton, Massachusetts
June , 1995
By:/s/Philip Rosenberg
---------------------------
Philip Rosenberg
First Senior Vice President and
Treasurer (Chief Accounting
Officer)
Date: Canton, Massachusetts
June , 1995
10
<PAGE>11
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
EXHIBITS
Filed with
Quarterly Report on Form 10-Q
of
J. BAKER, INC.
555 Turnpike Street
Canton, MA 02021
For the Quarter ended April 29, 1995
11
<PAGE>12
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit
- --------
4. Instruments Defining the Rights of Security Holders,
----------------------------------------------------
Including Indentures
--------------------
(.01) Fifth Amendment Agreement to Revolving Credit **
Agreement by and among JBI, Inc., et al, and
Shawmut Bank, N.A., et al, dated May 19, 1995,
attached.
(.02) Assumption Agreement between TCMB&T, Inc. and **
Shawmut Bank, N.A., dated as of May 19, 1995,
attached.
(.03) Second Amendment to Pledge Agreement among JBI, **
Inc., et al, and Shawmut Bank, N.A., et al,
dated as of May 19, 1995, attached.
10. Material Contracts
------------------
(.01) Amendment to Employment Agreement, between Alan **
I. Weinstein and J. Baker, Inc., dated April 25,
1995, attached.
(.02) Amendment to Employment Agreement, between Larry **
I. Kelley and J. Baker, Inc., dated May 2, 1995,
attached.
(.03) Amendment to Employment Agreement, between Dennis **
B. Tishkoff and J. Baker, Inc., dated April 25,
1995, attached.
11. Computation of Primary and Fully Diluted Earnings Per **
-----------------------------------------------------
Share, attached.
---------------
27. Financial Data Schedule, attached. **
----------------------------------
</TABLE>
* Incorporated herein by reference
** Included herein
12
EXHIBIT 4.01
------------
[EXECUTION COUNTERPART]
FIFTH AMENDMENT AGREEMENT
FIFTH AMENDMENT AGREEMENT dated as of May 19, 1995,
among JBI, INC., a Massachusetts corporation (the "Borrower");
J. BAKER, INC., a Massachusetts corporation ("Baker"); BANK
HAPOALIM B.M. ("Hapoalim") and NATIONAL CITY BANK, COLUMBUS
("National City" and, together with Hapoalim, the "New Banks");
each of the other banks that is a signatory hereto (together with
the New Banks, individually, a "Bank" and, collectively, the
"Banks"); THE FUJI BANK, LIMITED (the "Retiring Bank"); and
SHAWMUT BANK, N.A., a national banking association, as agent for
the Banks (in such capacity, together with its successors in such
capacity, the "Agent").
The Borrower, Baker, certain of the Banks and the Agent
are parties to a Revolving Credit and Loan Agreement dated as of
February 1, 1993 (as amended by the First Amendment and Waiver
Agreement relating thereto dated as of November 19, 1993, by the
Second Amendment Agreement relating thereto dated as of April 29,
1994, by the Third Amendment Agreement relating thereto dated as
of December 1, 1994 and by the Fourth Amendment Agreement
relating thereto dated as of March 6, 1995, and as in effect on
the date hereof, the "Credit Agreement").
The Borrower and Baker have requested that the Credit
Agreement be amended to, among other things, (1) add the New
Banks as parties to the Credit Agreement as "Banks" thereunder,
(2) delete the Retiring Bank as a Bank party to the Credit
Agreement, (3) increase the Aggregate Commitment Amount by
$20,000,000 during the period from the Effective Date to
September 30, 1995, and (4) provide for the TCM Transfer, as
hereinafter defined, and the Banks and the Agent are prepared to
agree to such amendments upon the terms and conditions hereof.
Accordingly, the parties hereto hereby agree as follows,
effective on the Effective Date (as defined below):
Section 1. Definitions. Except as otherwise defined
in this Agreement, terms defined in the Credit Agreement are used
herein as defined therein.
Section 2. Amendments. Effective on the Effective
Date (as defined below), the Credit Agreement and the other
Operative Documents and Financing Agreements shall be amended as
follows:
A. The first paragraph of the introduction to the
Credit Agreement is amended to read in its entirety as follows:
"This Agreement made as of February 1, 1993, by and
among JBI, INC., a Massachusetts corporation (the
"BORROWER"), J. BAKER, INC., a Massachusetts corporation
("BAKER"), SHAWMUT BANK, N.A., a national banking
association ("SHAWMUT"), THE FIRST NATIONAL BANK OF BOSTON,
a national banking association ("FNB"), FLEET BANK OF
MASSACHUSETTS, N.A., a national banking association ("FLEET-
MASS"), NATWEST BANK N.A., a national banking association
("NATWEST"), BANK HAPOALIM B.M., an Israeli bank
("HAPOALIM"), NATIONAL CITY BANK, COLUMBUS, a national
banking association ("NATIONAL CITY"), CITIZENS BANK OF
MASSACHUSETTS, a Massachusetts stock savings bank
("CITIZENS"), STANDARD CHARTERED BANK, an English bank
("STANDARD CHARTERED"), and THE YASUDA TRUST & BANKING CO.,
LTD., a Japanese bank ("YASUDA") (SHAWMUT, FNB, FLEET-MASS,
NATWEST, HAPOALIM, NATIONAL CITY, CITIZENS, STANDARD
CHARTERED and YASUDA each being sometimes referred to herein
as a "BANK" and collectively as "BANKS"), and SHAWMUT BANK,
N.A., as agent (in such capacity, the "AGENT")."
B. The fourth "Whereas" clause is amended by deleting
therefrom the words "in an aggregate principal amount at any one
time outstanding up to but not exceeding $250,000,000".
C. Article I of the Credit Agreement is amended by
changing the definitions of "AGGREGATE COMMITMENT AMOUNT" and
"QUALIFIED SUBSIDIARY" to read in their entirety as set forth
below, and by adding the new definitions thereto set forth below
(and inserting the same in the appropriate alphabetical
locations):
"`AGGREGATE COMMITMENT AMOUNT' shall mean the sum of
Two Hundred Fifty Million Dollars ($250,000,000.00) or such
lesser amount as shall be established from time to time
pursuant to Article VI; provided, that during the period
from and including the Effective Date of the Fifth Amendment
Agreement dated as of May 19, 1995 relating hereto to and
including September 30, 1995, the AGGREGATE COMMITMENT
AMOUNT shall mean the sum of Two Hundred Seventy Million
Dollars ($270,000,000.00) or such lesser amount as shall be
established from time to time pursuant to Article VI."
"'QUALIFIED SUBSIDIARY' shall mean TCM, WGS, MORSE and
TCMB&T."
"`HAPOALIM' is defined in the Recitals."
"`NATIONAL CITY' is defined in the Recitals."
"'TCM Transfer'" shall mean the establishment of TCMB&T
as a wholly-owned SUBSIDIARY of TCM and the contribution by
TCM to TCMB&T of the majority of the retail operations of
TCM.
"'TCMB&T'" shall mean TCMB&T, Inc., a Massachusetts
corporation and a wholly-owned SUBSIDIARY of TCM.
D. Section 6.01 of the Credit Agreement is amended in
its entirety to read as follows:
The COMMITMENT PERCENTAGE of each BANK shall be:
<TABLE>
<S> <C>
COMMITMENT
BANK PERCENTAGE
SHAWMUT 27.7%
FNB 20.4%
FLEET-MASS 14.8%
NATWEST 11.1%
HAPOALIM 5.6%
NATIONAL CITY 5.6%
STANDARD CHARTERED 5.6%
CITIZENS 4.6%
YASUDA 4.6%
TOTAL: 100.0%."
</TABLE>
E. Section 6.02.1 of the Credit Agreement is amended
in its entirety to read as follows:
"6.02.1 The COMMITMENT AMOUNT of each BANK shall, to
and including September 30, 1995, be:
<TABLE>
<S> <C>
COMMITMENT
BANK AMOUNT
SHAWMUT $ 75,000,000
FNB 55,000,000
FLEET-MASS 40,000,000
NATWEST 30,000,000
HAPOALIM 15,000,000
NATIONAL CITY 15,000,000
STANDARD CHARTERED 15,000,000
CITIZENS 12,500,000
YASUDA 12,500,000
TOTAL: $270,000,000
</TABLE>
provided, however, that the COMMITMENT AMOUNT of each BANK
from and including October 1, 1995 shall be:
<TABLE>
<S> <C>
COMMITMENT
BANK AMOUNT
SHAWMUT $ 69,250,000
FNB 51,000,000
FLEET-MASS 37,000,000
NATWEST 27,750,000
HAPOALIM 14,000,000
NATIONAL CITY 14,000,000
STANDARD CHARTERED 14,000,000
CITIZENS 11,500,000
YASUDA 11,500,000
TOTAL: $250,000,000.
</TABLE>
Nothing in this Section 6.02.1 shall derogate from the
provisions of Section 6.03."
E. Each reference in Section 10.05(d)(ii), (iii) and
(iv) of the Credit Agreement to "TCM" is amended to refer instead
to "TCM or TCMB&T".
F. The reference in Section 10.12.1 of the Credit
Agreement to "TCM" is amended to refer instead to "TCM or
TCMB&T".
G. Section 16.02(c) of the Credit Agreement is hereby
amended by inserting the following at the end thereof:
Bank Hapoalim B.M.
70 Federal Street
Boston, Massachusetts 02110
Attn: Mr. Martin B. Goodstine
Telephone (617) 457-1857; Telefax (617) 542-0015
National City Bank, Columbus
155 East Broad Street
Columbus, Ohio 43251-0034
Attn: Mr. Ralph Kaparos
Telephone (614) 463-7296; Telefax (614) 463-6770
Standard Chartered Bank
160 Water Street
New York, New York 10038-4995
Attn: Mr. Leonard Tee, Vice President
Telephone (212) 612-0486; Telefax (212) 612-0225
The Yasuda Trust and Banking Company, Ltd.
666 Fifth Avenue
Suite 801
New York, New York 10103
Attn: Mr. Joel J. Powers, Vice President
Telephone (212) 373-5729; Telefax (212) 373-5796."
H. The reference in Section 21.03 of the Credit
Agreement to "Article XIX" is changed to read "Article XVIII".
Section 3. Waiver and Consent. Effective as of the
Effective Date, each Bank (other than the Retiring Bank but
including each New Bank) hereby consents to (i) the establishment
of TCMB&T as a wholly-owned Subsidiary of TCM and (ii) the
TCM Transfer, and agrees that such transactions shall be
permitted notwithstanding Sections 10.07, 10.08 or 10.10 of the
Credit Agreement.
Section 4. New Banks and Retiring Bank. Effective on
the Effective Date, (a) the Retiring Bank shall cease to be a
"Bank" party to the Credit Agreement and shall be released and
discharged from its obligations under the Credit Agreement,
without prejudice, however, to the liabilities (if any) of the
Retiring Bank under Section 13.11 of the Credit Agreement or any
other provision of the Credit Agreement with respect to events or
circumstances occurring or arising prior to the Effective Date,
and provided that the Retiring Bank shall continue to benefit
from the provisions of Section 5.09 and Article XVIII of the
Credit Agreement with respect to events and circumstances
occurring prior to the Effective Date and (b) each New Bank shall
become a "Bank" party to the Credit Agreement having the
Commitment Percentage and Commitment Amount specified herein and
all of the rights and remedies, and all of the obligations, of a
"Bank" under the Credit Agreement and all related documents.
Section 5. Representations and Warranties. Each of
the Borrower, Baker, TCM and TCMB&T hereby represents and
warrants to the Banks and the Agent as of the Effective Date that
(1) after giving effect to the amendments set forth herein and to
the TCM Transfer and to the other transactions contemplated
hereby, no Default has occurred and is continuing, (2) the
representations and warranties set forth in Article VIII of the
Credit Agreement are true and complete as if made on and as of
the Effective Date and as if each reference in said Article VIII
to "this Agreement" and "the Notes" included reference to this
Agreement and to the New Notes, as defined in Section 6(c) hereof
(provided that the representation and warranty set forth herein
shall not be deemed to be inaccurate solely by reason of the
failure of any information contained in any of Exhibits G (solely
as the information therein relates to Section 8.04 or 8.05 of the
Credit Agreement), N, O, P, Q and R to the Credit Agreement to
remain true), (3) the amendments contemplated by Section 2 hereof
do not require any consent under any agreement, instrument or
other document (including, without limitation, the Convertible
Subordinated Notes, the Senior Subordinated Notes and the
Subordinated Convertible Debentures) including, without
limitation, any consent necessary to cause the Loans and the
Revolving Notes to be Obligations to which the Subordinated
Indebtedness shall be subordinated under the subordination
agreement(s) referred to in Section 1.110 of the Credit
Agreement, (4) the representations and warranties of TCMB&T in
the Assumption Agreement referred to in Section 6(d) hereof and
of TCM in the Second Amendment to Pledge Agreement referred to in
Section 6(e) hereof are true and (5) the effecting of the
TCM Transfer will not contravene any provision of law or
regulation (including without limitation any applicable bulk
sales law) or any contract or agreement binding TCM or any other
Obligor. The foregoing shall be deemed to be representations and
warranties made in an Operative Document for purposes of
Section 11.01(d) of the Credit Agreement).
Section 6. Conditions Precedent. The Effective Date
shall be the date on which the Agent notifies the Borrower, Baker
and the Banks in writing that it has received the following
documents, each of which shall be in form and substance
satisfactory to the Agent:
(a) counterparts of this Agreement duly executed and
delivered by each of the parties hereto;
(b) the Revolving Note issued under the Credit
Agreement to the Retiring Bank, marked "canceled";
(c) a Revolving Note duly executed by the Borrower
payable to the order of each New Bank, dated the Effective
Date, in a principal amount equal to the Commitment Amount
of such New Bank (each, a "New Note");
(d) an Assumption Agreement in substantially the form
of Exhibit A hereto (the "Assumption Agreement"), duly
executed and delivered by TCMB&T and the Agent;
(e) a Second Amendment to Pledge Agreement in
substantially the form of Exhibit B hereto (the "Second
Amendment to Pledge Agreement") duly executed and delivered
by TCM and the Agent, and a certificate or certificates
evidencing all of the outstanding shares of stock of TCMB&T,
accompanied by undated stock powers duly executed by TCM in
blank;
(f) evidence that all amounts owing under the Credit
Agreement to the Retiring Bank, as certified to the Agent by
the Retiring Bank, have been paid in full;
(g) evidence that the New Banks have made Revolving
Loans to the Borrower in such amounts as may be required so
that the respective principal amounts of the Revolving Loans
of all Banks are in proportion to the Commitment Percentages
set forth in Section 2.C hereof;
(h) evidence that each Guarantor and each Pledgor
under the Pledge Agreement has expressly consented to the
terms hereof by signing at the foot hereof;
(i) certified copies of the charter and by-laws (or
equivalent documents) of each Obligor, including TCMB&T (or,
in the alternative, except as to TCMB&T, a certification to
the effect that none of such documents has been modified
since delivery thereof on the Closing Date pursuant to the
Credit Agreement and of all corporate authority for each
Obligor (including, without limitation, board of director
resolutions and evidence of the incumbency of officers for
each Obligor, including TCMB&T) with respect to the
execution, delivery and performance of (i) this Agreement
and the Credit Agreement as amended hereby (in the case of
the Borrower and Baker), (ii) this Agreement (in the case of
each other Obligor), (iii) the New Notes (in the case of the
Borrower), (iv) the Assumption Agreement (in the case of
TCMB&T and (v) the Second Amendment to Pledge Agreement (in
the case of TCM), and each other document to be delivered by
each Obligor from time to time in connection with the Credit
Agreement as amended hereby (and the Agent and each Bank may
conclusively rely on such certificate until it receives
notice in writing from each Obligor to the contrary);
(j) an opinion of Goodwin, Procter & Hoar, counsel to
the Obligors, with respect to the transactions contemplated
by this Agreement and the Credit Agreement and all other
Operative Documents and Financing Agreements as amended
hereby (and each Obligor hereby instructs such counsel to
deliver such opinion to the Banks and the Agent), as to such
matters relating hereto as the Agent may require; and
(k) such other documents relating to the transactions
contemplated by this Agreement as the Agent or any Bank or
special counsel to the Agent may reasonably request.
Section 7. References. All references in the Credit
Agreement and in each Operative Document and Financing Agreement
(including references to the Credit Agreement as amended hereby)
to the "Credit Agreement" (and indirect references thereto such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby. All
references in the Credit Agreement and in each Operative Document
and Financing Agreement to "the Notes" shall be deemed to include
reference to the New Notes.
Section 8. Miscellaneous. Except as expressly herein
provided, the Credit Agreement and all other Operative Documents
and Financing Agreements shall remain unchanged and in full force
and effect. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto
may execute this Agreement by signing any such counterpart. Each
Bank irrevocably authorizes the Agent to enter into the
Assumption Agreement and the Second Amendment to Pledge
Agreement. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. This Agreement shall be governed by, and construed in
accordance with, the law of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and
year first above written.
JBI, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
J. BAKER, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
SHAWMUT BANK, N.A.
By /s/Roger A. Stone
-------------------------
Name: Roger A. Stone
Title: Director
THE FIRST NATIONAL BANK OF BOSTON
By /s/Mitchell B. Feldman
-------------------------
Name: Mitchell B. Feldman
Title: Director
FLEET BANK OF MASSACHUSETTS, N.A.
By /s/Barrie King
-------------------------
Name: Barrie King
Title: Vice President
NATWEST BANK N.A. (formerly
"National Westminster Bank USA")
By /s/Alfred R. Bonfantino
-------------------------
Name: Alfred R. Bonfantino
Title: Vice President
BANK HAPOALIM B.M.
By /s/Martin B. Goodstine
-------------------------
Name: Martin B. Goodstine
Title: Vice President
By /s/Paul J. Bresler
-------------------------
Name: Paul J. Bresler
Title: Vice President
NATIONAL CITY BANK, COLUMBUS
By /s/Brian T. Strayton
-------------------------
Name: Brian T. Strayton
Title: Vice President
STANDARD CHARTERED BANK
By /s/K. M. Davis
-------------------------
Name: Kristina M. Davis
Title: Vice President
By /s/Leonardo A. Tee
-------------------------
Name: Leonardo A. Tee
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By /s/Samuel S. Philbrick
-------------------------
Name: Samuel S. Philbrick
Title: Sr. Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By /s/Joel J. Powers
-------------------------
Name: Joel J. Powers
Title: Vice President
SHAWMUT BANK, N.A.,
as Agent
By /s/Roger A. Stone
------------------------
Name: Roger A. Stone
Title: Director
Retiring Bank
THE FUJI BANK, LIMITED
By /s/Katsunori Nozawa
-------------------------
Name: Katsunori Nozawa
Title: Vice President & Manager
We hereby acknowledge, consent
and agree to the terms of the
foregoing Fifth Amendment
Agreement and confirm that
our obligations under the
Guarantee and the Pledge
Agreement shall remain
unchanged and in full
force and effect.
Dated: May 19, 1995
SPENCER COMPANIES, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
SPENCER NO. 301 CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JBI HOLDING CO., INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
THE CASUAL MALE, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
TCMB&T, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WGS CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
TCM HOLDING COMPANY, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
MORSE SHOE, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
BUCKMIN, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ELM EQUIPMENT CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JARED CORPORATION
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE (CANADA) LTD.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE INTERNATIONAL, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ISAB, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WHITE CAP FOOTWEAR, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
EXHIBIT 4.02
------------
EXHIBIT A
[FORM OF ASSUMPTION AGREEMENT]
ASSUMPTION AGREEMENT dated as of May 19, 1995 between
TCMB&T, INC., a Massachusetts corporation ("TCMB&T"), and SHAWMUT
BANK, N.A., as Agent.
WHEREAS, J. Baker, Inc., a Massachusetts corporation
("Baker"), entered into a Revolving Credit and Loan Agreement
dated as of February 1, 1993, as amended (as further amended by
the Fifth Amendment referred to below and as otherwise modified
and supplemented and in effect from time to time, the "Credit
Agreement") with JBI, Inc., a Massachusetts corporation (the
"Borrower"), the Banks party thereto, and Shawmut Bank, N.A., as
agent for the Banks (in such capacity, together with its
successors in such capacity, the "Agent") (except as otherwise
defined in this Agreement, terms defined in the Credit Agreement
referred to below are used herein as defined therein);
WHEREAS, to induce the Banks to enter into the Credit
Agreement and to extend credit thereunder, Baker and certain
subsidiaries of Baker and the Borrower (the "Subsidiary
Guarantors") entered into a Guarantee Agreement (as from time to
time amended, the "Guarantee") dated as of February 1, 1993 with
the Agent;
WHEREAS, Baker, the Borrower and each of the Subsidiary
Guarantors also entered into a Pledge Agreement (as from time to
time amended, the "Pledge Agreement") dated as of February 1,
1993 with the Agent;
WHEREAS, Baker, the Borrower, the Banks and the Agent
have entered into a Fifth Amendment Agreement (the "Fifth
Amendment") dated as of even date herewith relating to the Credit
Agreement; and
WHEREAS, TCMB&T has become a Subsidiary of Baker after
the date of the Credit Agreement as a part of the TCM Transfer
described in the Fifth Amendment and Baker is required under
Section 7.02 of the Credit Agreement to cause TCMB&T to become a
party to the Guarantee, it is a condition precedent to the
effectiveness of the Fifth Amendment that TCMB&T execute and
deliver an Assumption Agreement in substantially the form hereof,
and TCMB&T desires to become a party to the Guarantee;
NOW, THEREFORE, to induce the Banks and the Agent to
enter into the Fifth Amendment and in consideration of the
premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
recognizing that the continuation and increase in the amount of
credit to the Borrower under the Credit Agreement is expected to
be of financial benefit to TCMB&T, effective as of the date
hereof TCMB&T hereby:
(1) agrees, pursuant to Section 7.02 of the Credit
Agreement, that effective on the date hereof it shall be a party
to, and a "Subsidiary Guarantor" for all purposes of, the
Guarantee, as if it were an original signatory thereto, and that
it shall have, and it hereby unconditionally and irrevocably
assumes, all of the obligations of a Subsidiary Guarantor
thereunder;
(2) joins in each of the representations and
warranties set forth in Section 8 of the Guarantee and represents
and warrants to the Agent and the Banks that the representations
and warranties set forth in said Section 8 are true and complete
on the date hereof with respect to TCMB&T as if made on and as of
the date hereof, and as if each reference in said Section to
"this Agreement" referred to this Agreement and the Guarantee as
supplemented hereby (and the foregoing shall be deemed to be a
representation or warranty made in an Operative Document for
purposes of Section 11.01(d) of the Credit Agreement);
(3) agrees that nothing in this Agreement shall
release, alter or in any way affect any of the obligations of any
of the other Subsidiary Guarantors under the Guarantee, nor any
of the obligations of any other party to the Credit Agreement or
any other Operative Document or Financing Agreement; and
(4) agrees that this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and
construed in accordance with the law of the Commonwealth of
Massachusetts.
<PAGE>
IN WITNESS WHEREOF, TCMB&T has caused this Agreement to
be executed and delivered as of the day and year first above
written.
TCMB&T, INC.
By /s/Alan I. Weinstein
-------------------------
Title: Sr. Exec. Vice President
SHAWMUT BANK, N.A., as Agent
By /s/Roger A. Stone
------------------------
Title: Director
Agreed:
SUBSIDIARY GUARANTORS
SPENCER COMPANIES, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
SPENCER NO. 301 CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JBI HOLDING CO., INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
THE CASUAL MALE, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WGS CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
TCM HOLDING COMPANY, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
MORSE SHOE, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
BUCKMIN, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ELM EQUIPMENT CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JARED CORPORATION
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE (CANADA) LTD.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE INTERNATIONAL, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ISAB, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WHITE CAP FOOTWEAR, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
EXHIBIT 4.03
------------
EXHIBIT B
[FORM OF SECOND AMENDMENT TO PLEDGE AGREEMENT]
SECOND AMENDMENT dated as of May 19, 1995, among JBI,
INC., a Massachusetts corporation (the "Borrower"); J. BAKER,
INC., a Massachusetts corporation ("Baker"); each of the
Subsidiary Guarantors that is a signatory hereto (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors"); and SHAWMUT BANK, N.A., a national banking
association, as agent for the Banks party to the Credit Agreement
referred to below (in such capacity, together with its successors
in such capacity, the "Agent").
The Borrower, Baker, the Banks and the Agent are
parties to a Revolving Credit and Loan Agreement dated as of
February 1, 1993 (as heretofore modified and supplemented and in
effect from time to time, the "Credit Agreement").
The Borrower, Baker, the Subsidiary Guarantors and the
Agent are parties to a Pledge Agreement dated as of February 1,
1993 (as heretofore modified and supplemented and in effect on
the date hereof, the "Pledge Agreement").
The Borrower, Baker, the Banks and the Agent have
entered into a Fifth Amendment (the "Fifth Amendment") dated as
of even date herewith relating to the Credit Agreement.
TCMB&T, Inc., a Massachusetts corporation ("TCMB&T"),
has become a Subsidiary of Baker after the date of the Credit
Agreement as a result of the TCM Transfer described in the Fifth
Amendment and Baker is required under Section 7.04 of the Credit
Agreement to cause the pledge to the Agent for the benefit of the
Banks and the Agent, as collateral security for the Secured
Obligations (as defined in the Pledge Agreement), of all of the
issued and outstanding shares of capital stock of all classes of
TCMB&T, and it is a condition precedent to the effectiveness of
the Fifth Amendment that the parties hereto execute and deliver a
Second Amendment to the Pledge Agreement in substantially the
form hereof.
To induce the Banks and the Agent to enter into the
Fifth Amendment and in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and recognizing that
the continuation and increase in the amount of credit to the
Borrower under the Credit Agreement is expected to be of
financial benefit to Baker and the Subsidiary Guarantors, the
parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined
in this Agreement, terms defined in the Pledge Agreement are used
herein as defined therein.
Section 2. Amendments. Effective as of the date
hereof, the Pledge Agreement and other Operative Documents and
Financing Agreements shall be amended as follows:
A. TCMB&T shall be deemed to be an "Issuer" for all
purposes of the Pledge Agreement.
B. Annex 1 to the Pledge Agreement shall be amended by
inserting beneath the name of Baker the following:
" Certificate Registered Description
Issuer Nos. Owner of Shares
TCMB&T The Casual Male, Inc."
C. References in each of the Credit Agreement and the
other Operative Documents and Financing Agreements to the Pledge
Agreement or words of like import (including indirect references
thereto) shall be deemed to be references to the Pledge Agreement
as amended hereby.
Section 3. Representations and Warranties. Baker
represents and warrants to the Agent that, as of the date hereof,
after giving effect to the waivers and amendments contemplated by
the Fifth Amendment and to the assumption and amendments
contemplated by the Assumption Agreement (as defined in the
Fifth Amendment) and to this Second Amendment to Pledge
Agreement: (a) the representations and warranties set forth in
Section 2 of the Pledge Agreement are true and complete on the
date hereof as if made on and as of the date hereof and as if
each reference in said Section 2 to "this Agreement" included
reference to this Agreement and (b) the certificates described in
Section 2.B hereof evidence all of the issued and outstanding
shares of capital stock of all classes of TCMB&T owned
beneficially or of record by TCM (and the foregoing shall be
deemed to be representations and warranties made in an Operative
Document for purposes of Section 11.01(d) of the Credit
Agreement).
Section 4. Miscellaneous. Except as herein provided,
the Pledge Agreement shall remain unchanged and in full force and
effect. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto
may execute this Amendment by signing any such counterpart. This
Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall be governed by, and
construed in accordance with, the law of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and
year first above written.
JBI, INC.
By /s/Alan I. Weinstein
-------------------------
Title: Sr. Exec. Vice President
J. BAKER, INC.
By /s/Alan I. Weinstein
-------------------------
Title: Sr. Exec. Vice President
THE CASUAL MALE, INC.
By /s/Alan I. Weinstein
-------------------------
Title: Sr. Exec. Vice President
SHAWMUT BANK, N.A.,
as Agent
By /s/Roger A. Stone
------------------------
Title: Director
Agreed:
SUBSIDIARY GUARANTORS
SPENCER COMPANIES, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
SPENCER NO. 301 CORP.
By /s/Alan I. Weinstein
----------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JBI HOLDING CO., INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
TCMB&T, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WGS CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
TCM HOLDING COMPANY, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: President
MORSE SHOE, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
BUCKMIN, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ELM EQUIPMENT CORP.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
JARED CORPORATION
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE (CANADA) LTD.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
MORSE SHOE INTERNATIONAL, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
ISAB, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
WHITE CAP FOOTWEAR, INC.
By /s/Alan I. Weinstein
------------------------
Name: Alan I. Weinstein
Title: Sr. Exec. Vice President
EXHIBIT 10.01
AMENDMENT
TO EMPLOYMENT AGREEMENT
DATED MARCH 25, 1993
Reference is made to the Executive Employment Agreement
dated as of March 25, 1993 as amended on April 27, 1994 (the
"Agreement") by and between J. Baker, Inc. and Alan I. Weinstein.
Pursuant to paragraph 19 of the Agreement and in order to further
amend certain provisions of the Agreement, the Agreement is hereby
further amended as follows:
1. Paragraph 6 of the Agreement is hereby amended by
deleting the phrase "ending on April 1, 1996" in the fifth line
thereof and inserting in its place the phrase "ending on April
1, 1997".
2. All other terms of the Agreement shall remain
unchanged and continue in full force and effect.
J. BAKER, INC.
/s/Jerry M. Socol April 25, 1995
---------------------------- --------------------
By: Jerry M. Socol Date
President and
Chief Executive Officer
/s/Alan I. Weinstein April 25, 1995
----------------------------- --------------------
Alan I. Weinstein Date
EXHIBIT 10.02
AMENDMENT
TO EMPLOYMENT AGREEMENT
DATED MARCH 25, 1993
Reference is made to the Executive Employment Agreement
dated as of March 25, 1993 as amended on April 27, 1994 (the
"Agreement") by and between J. Baker, Inc. and Larry I. Kelley.
Pursuant to paragraph 19 of the Agreement and in order to further
amend certain provisions of the Agreement, the Agreement is hereby
further amended as follows:
1. Paragraph 3 of the Agreement entitled
"Compensation" is hereby amended by deleting the figure "$271,000"
in the third line thereof and inserting in its place the figure
"$283,000".
2. Paragraph 6 of the Agreement is hereby amended by
deleting the phrase "ending on April 1, 1996" in the fifth line
thereof and inserting in its place the phrase "ending on April
1, 1997".
3. All other terms of the Agreement shall remain
unchanged and continue in full force and effect.
J. BAKER, INC.
/s/Jerry M. Socol May 2, 1995
--------------------------- ------------------
By: Jerry M. Socol Date
President and Chief
Executive Officer
/s/Larry I. Kelley May 2, 1995
-------------------------- -----------------
Larry I. Kelley Date
EXHIBIT 10.03
AMENDMENT
TO EMPLOYMENT AGREEMENT
DATED NOVEMBER 19, 1993
Reference is made to the Executive Employment Agreement
dated as of November 19, 1993 as amended on February 8, 1995 (the
"Agreement") by and between J. Baker, Inc. and Dennis B. Tishkoff.
Pursuant to paragraph 19 of the Agreement and in order to further
amend certain provisions of the Agreement, the Agreement is hereby
further amended as follows:
1. Paragraph 3 of the Agreement entitled
"Compensation" is hereby amended by deleting the figure "$255,000"
in the second line thereof and inserting in its place the figure
"$270,000".
2. Paragraph 6 of the Agreement is hereby amended by
deleting the phrase "ending on November 19, 1995" in the fifth line
thereof and inserting in its place the phrase "ending on April 1,
1997".
3. All other terms of the Agreement shall remain
unchanged and continue in full force and effect.
J. BAKER, INC.
/s/Jerry M. Socol April 25, 1995
----------------------------- ---------------------
By: Jerry M. Socol Date
President and
Chief Executive Officer
/s/Dennis B. Tishkoff April 25, 1995
---------------------------- ---------------------
Dennis B. Tishkoff Date
EXHIBIT 11
J. BAKER, INC. AND SUBSIDIARIES
Computation of Primary and Fully Diluted Earnings Per Share*
(Unaudited)
<TABLE>
<S> <C> <C>
Quarter Ended
April 29, April 30,
1995 1994
---------- ----------
PRIMARY:
Net Earnings $ 637,653 $3,197,785
---------- ----------
Weighted average number of common
shares outstanding 13,845,796 13,813,399
---------- ----------
Earnings Per Share $0.046 $0.231
---------- ----------
ASSUMING FULL DILUTION:
Net Earnings (1) $ 637,653 $3,981,785
---------- ----------
Weighted average number of common
shares outstanding 13,845,796 13,813,399
Dilutive effect of outstanding
stock options 122,674 312,927
Dilutive effect of convertible
subordinated debt - 4,341,085
---------- ----------
Weighted average number of common
shares as adjusted 13,968,470 18,467,411
---------- ----------
Earnings per share $0.046 $0.216
---------- ----------
</TABLE>
1 For the purpose of calculating fully diluted earnings per share
for the quarter ended April 30, 1994, the conversion of the 7%
convertible debt results in an after tax benefit from reduced
interest expense.
* This calculation is submitted in accordance with Item 601(b)(11)
of Regulation S-K.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF J. BAKER, INC. FOR THE QUARTER ENDED APRIL 29, 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> APR-29-1995
<EXCHANGE-RATE> 1
<CASH> 1,666,702
<SECURITIES> 0
<RECEIVABLES> 32,360,378
<ALLOWANCES> 0
<INVENTORY> 348,640,010
<CURRENT-ASSETS> 393,718,798
<PP&E> 201,233,176
<DEPRECIATION> (63,025,956)
<TOTAL-ASSETS> 604,400,105
<CURRENT-LIABILITIES> 123,023,790
<BONDS> 245,129,803
<COMMON> 6,923,613
0
0
<OTHER-SE> 216,835,148
<TOTAL-LIABILITY-AND-EQUITY> 604,400,105
<SALES> 231,384,692
<TOTAL-REVENUES> 231,384,692
<CGS> 127,852,826
<TOTAL-COSTS> 127,852,826
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,422,523
<INCOME-PRETAX> 1,036,653
<INCOME-TAX> 399,000
<INCOME-CONTINUING> 637,653
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 637,653
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
