UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934 (Amendment No. )*
Today's Man, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
888910 20 5
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(CUSIP Number)
Bernard J. Korman
c/o Graduate Health Systems, Inc.
22nd and Chestnut Streets
Philadelphia, PA 19103
(215) 977-1705
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Francis E. Dehel, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
Telephone: (215) 569-5500
Facsimile: (215) 569-5555
December 31, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box. |_|
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 888910 20 5 13D Today's Man, Inc.
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
| (Entities Only)
|
| Bernard J. Korman
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
| (See Instructions) (b) |_|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS (See Instructions) BK (See Item 3.)
|
|
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States
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| 7 | SOLE VOTING POWER
| |
| | 1,568,000
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | -0-
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 1,568,000
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | -0-
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 1,568,000
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES (See Instructions)
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 5.74%
|
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14 | TYPE OF REPORTING PERSON*
| IN
|
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<PAGE>
1. Security and Issuer.
This Statement relates to the common stock, no par value ("Common
Stock") of Today's Man, Inc., a Pennsylvania corporation ("Today's Man" or the
"Issuer"). The address of the Issuer's principal executive offices is 835 Lancer
Drive, Moorestown, NJ 08057.
2. Identity and Background.
(a) Name. This Statement is being filed by Bernard J. Korman. The
filing of this Statement shall not be construed as an admission that Mr. Korman
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the beneficial owner of any securities
covered by this Statement or that this schedule is required to be filed by such
person.
(b) Business Address. The business address for Mr. Korman, is Graduate
Health Systems, Inc., 22nd and Chestnut Streets, Philadelphia, PA 19103.
(c) Present Principal Occupation or Employment. Mr. Korman is Chairman
of the Board of Graduate Health System, Inc., a not-for-profit healthcare system
located at 22nd and Chestnut Streets, Philadelphia, PA 19103. Mr. Korman is also
a Director of Today's Man, Inc., 835 Lancer Drive, Moorestown, NJ 08057.
(d) Criminal Convictions. During the last five years, Mr. Korman has
not been convicted in a criminal proceeding, excluding traffic violations and
similar misdemeanors.
(e) Court or Administrative Proceedings. During the last five years,
Mr. Korman has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship. Mr. Korman is a citizen of the United States of
America. Today's Man is incorporated under the laws of the Commonwealth of
Pennsylvania.
3. Source and Amounts of Funds and Other Consideration.
The Issuer and certain of its wholly-owned subsidiaries filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code on
February 2, 1996. The Issuer's Second Amended Joint Plan of Reorganization as
modified on December 12, 1997 ("Plan of Reorganization") was confirmed by the
Bankruptcy Court on December 12, 1997 and became effective on December 31, 1997
(the "Effective Date").
Under the Plan of Reorganization, holders of the Company's Common Stock
received for each share of Old Common Stock: (i) one share of New Common Stock
and (ii) 0.5 of a Warrant (Old Common Stock and New Common Stock are sometimes
referred to herein as "Common Stock"). Each whole Warrant entitles the holder to
purchase one share of Common Stock at an exercise price of $2.70 per share at
any time on or before December 31,1999. Accordingly, Mr. Korman continued to
hold 2,000 shares of Common Stock and received a total of 1,000 Warrants
pursuant to the Plan of Reorganization.
3
<PAGE>
Pursuant an equity investment commitment made pursuant to the Plan of
Reorganization on December 31, 1997, Mr. David Feld, Chairman, President and
Chief Executive Officer of Today's Man, purchased a total of 4,013,288 shares of
Common Stock from the Issuer at a purchase price of $2.00 per share. Pursuant to
the Plan of Reorganization and the equity investment commitment with Mr. David
Feld ("Equity Investment Commitment"), Mr. Feld sold 1,525,00 shares together
with 500,000 Warrants to Mr. Korman. Mr. Korman financed the acquisition of such
Shares and Warrants through bank loans.
On the Effective Date, Mr. Korman was granted 100,000 stock options
pursuant to the Issuer's Management Stock Option Plan. Of the 100,000 options
granted, 40% or 40,000 are currently exercisable.
Subsequent to Mr. Korman's purchase from Mr. Feld noted above, Mr.
Korman disposed of 500,000 Warrants acquired from Mr. Feld pursuant to bona fide
gifts.
4. Purpose of Transaction.
Item 3. "Source and Amount of Funds or Other Consideration" is
incorporated herein by reference. The purpose of the acquisition was to
participate in the financing of the Issuer's Plan of Reorganization and for
investment purposes.
Mr. Korman currently intends to hold such securities for investment,
but may, at some future time depending on market conditions and other factors,
acquire additional shares of Common Stock or Warrants (through one or more
market purchases or purchases in private transactions) or dispose of all or a
portion of such securities which Mr. Korman now owns or hereafter acquires.
Except as discussed in this Item 4, Mr. Korman has no present plans or
proposals which relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies of the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
4
<PAGE>
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of eligible equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to those enumerated above.
5. Interest in Securities of the Issuer.
Items 7, 8, 9, 10,11, 12, and 13 from Page 2 hereof are incorporated
herein by reference. See "Item 3. Source and Amount of Funds or Other
Considerations."
(a) As of the date hereof, Mr. Korman may be deemed to be the
beneficial owner of 1,568,000 shares of Issuer's Common Stock, which represents
5.74% of Issuer's outstanding Common Stock.
(b) Mr. Korman has sole voting power for 1,568,000 shares and sole
dispositive power for 1,568,000 shares with respect to the Common Stock
beneficially owned by him.
(c) Except as described in Item 3, Mr. Korman has not effected any
transaction in shares of Common Stock of the Issuer during the 60 days preceding
the date of this Statement.
(d) No person other than Mr. Korman is known to Mr. Korman to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially owned by him.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Equity Investment Commitment, the Issuer has agreed to
use its reasonable efforts to register for sale under the Securities Act all of
the shares of Common Stock (including shares issuable upon exercise of any
Warrants) and Warrants held by Mr. Korman and to keep such registration
statement effective until the earlier of (i) the date on which all of such
shares (including shares issuable upon exercise of the Warrants) or Warrants
have been distributed to the public pursuant to the registration statement and
(ii) two (2) years after the Effective Date of the Plan of Reorganization.
Pursuant to the Equity Investment Commitment, Mr. Korman agreed that,
without the prior written consent of the Issuer, during the two year period
beginning on the Effective Date, he will not directly or indirectly sell,
assign, transfer or dispose of shares of Common Stock or Warrants beneficially
owned by him in excess of the volume limitations of Rule 144(e)(1) promulgated
under the Securities Act.
7. Material to be Filed as Exhibits:
7(a) Equity Investment Commitment dated October 10, 1997 between Mr.
David Feld and Bernard J. Korman.
5
<PAGE>
Signatures:
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Bernard J. Korman
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Date: February 18, 1998 BERNARD J. KORMAN
6
October 10, 1997
Mr. David Feld
c/o Today's Man, Inc.
835 Lancer Drive
Moorestown, NJ 08057-0000
Re: Equity Investment in Today's Man, Inc.
Dear David:
I understand that a group (the "Equity Investment Group") led by you is
committing to purchase approximately $8.476 million of New Common Stock of
Today's Man, Inc. (the "Company") on the effective date of the Company's
proposed Second Amended Joint Plan of Reorganization dated September 26, 1997
under Chapter 11 of the Bankruptcy Code, as such plan may be amended from time
to time (as amended, the "Plan"), at the same purchase price per share at which
the Company offers approximately $7.815 million of New Common Stock to its
shareholders (other than you) in a Rights Offering currently contemplated under
the Plan. I further understand that you have made an Investment Commitment of
$8.0 million (the "Feld Investment Commitment") pursuant to the agreement of
even date herewith attached hereto (the "Feld Equity Investment Agreement"). All
capitalized terms used and not defined herein shall have the respective meaning
given to them in the Plan.
In consideration of the mutual promises contained herein and intending to
be legally bound hereby, I agree to purchase from you and you agree to sell to
me, that number of shares of New Common Stock and Warrants as are set forth on
the signature page hereto for the aggregate purchase price set forth on the
signature page hereto (the "Purchase Price")on the terms described in this
letter. Closing on the sale of the shares of New Common Stock and Warrants will
occur on the Effective Date or as soon as practicable thereafter.
<PAGE>
I understand and agree that this agreement is not binding upon you until
the Company accepts the Feld Equity Investment Agreement, which acceptance is at
the sole discretion of the Company and is to be evidenced by the Company's
completion, execution and delivery of the Feld Equity Investment Agreement.
If you are requested by the Company to deposit the Feld Investment
Commitment with the Escrow Agent, I hereby agree to deposit, on or prior to the
Confirmation Hearing or such later time as the Company may request, funds in an
amount equal to the Purchase Price ("Funds") with the Escrow Agent to be held in
the Stock Payment Escrow Account. I understand that the Funds will be refunded
to me in the event that the Plan is not confirmed and that any interest earned
on the Funds will become the property of Today's Man, regardless of whether the
Plan is confirmed.
I understand that the Funds will not be released from the Stock Payment
Escrow Account, and I will not be committed to purchase any shares of New Common
Stock or Warrants, and you will not be obligated to sell any shares of New
Common Stock or Warrants to me, unless each of the conditions set forth in the
Feld Equity Investment Agreement have been satisfied or waived by you in writing
on or prior to the Effective Date.
Except as set forth below, I understand that the shares of New Common Stock
and Warrants to be issued to me will not be registered under the Securities Act
of 1933, but will be issued in reliance on one or more available exemptions from
registration. I confirm that I am an "accredited investor" within the meaning of
Regulation D promulgated under the Securities Act and I agree to provide such
evidence thereof as you or the Company may require.
I further agree and represent that: I am purchasing the shares of New
Common Stock and Warrants for my account and not on behalf of any other person,
for investment purposes only and not with a view to, or for sale in connection
with, any resale or distribution of the shares of New Common Stock; I have
received and examined the Debtors' Plan and Disclosure Statement, the Company's
Annual Report on Form 10-K for the fiscal year ended February 1, 1997 and the
Company's Quarterly Report on Form 10-Q for the quarter ended August 2, 1997,
and the Company's Private Placement Memorandum dated April 15, 1997; I
understand that neither the Disclosure Statement nor the Plan of Reorganization
have been approved by the Bankruptcy Court for the District of Delaware and are
subject to
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<PAGE>
further revision prior to such approval; I acknowledge that the
Disclosure Statement was provided to me for informational purposes and not to
solicit my vote on the Plan of Reorganization; I have had the opportunity to ask
questions and receive answers from the officers and key employees of the Company
concerning the Company, and I have been furnished with all other information
about the Company which I have requested; I agree to keep confidential any
non-public information provided to me; I believe that I have been fully apprized
of all facts and circumstances necessary to permit me to make an informed
decision about acquiring the shares of New Common Stock and Warrants; I have
such knowledge and experience in business and financial matters that I am
capable of evaluating the merits and risks of an investment in the shares of New
Common Stock and Warrants; I have the capacity to protect my own interests in
connection with the transactions contemplated hereby. I have been advised by the
Company and you and understand that (a) the shares of New Common Stock and
Warrants to be sold hereunder will not be registered under any securities laws,
including without limitation, the securities Laws of the United States or the
State of Pennsylvania, (b) the shares of New Common Stock and Warrants must be
held indefinitely unless and until subsequently registered or an exemption from
registration becomes available, (c) the shares of New Common Stock and Warrants
will bear appropriate restrictive legends and (d) the Company shall have the
right to place a stop order against the shares of New Common Stock and Warrants.
I understand that the Company has agreed that, within 90 days of the
Effective Date of the Plan, the Company shall prepare, file and use its
reasonable efforts to have declared effective by the SEC, on one occasion, a
registration statement on the applicable form and such other documents,
including a prospectus, as may be necessary to comply with the provisions of the
Securities Act, so as to permit a public offering and sale by the members of the
Equity Investment Group, including me, of all of the shares of New Common Stock
(including shares issuable upon exercise of any Warrants held by such members)
and Warrants held by the Equity Investment Group and to keep such registration
statement effective until the earlier of (i) the date on which all of such
shares (including shares issuable upon exercise of the Warrants) or Warrants
have been distributed to the public pursuant to the registration statement and
(ii) two (2) years after the Effective Date of the Plan. The Company shall not
be obligated to effect a registration statement, or file any amendment or
supplement thereto, and may suspend the rights of the Equity Investment Group,
including me, to make sales pursuant to an effective registration
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<PAGE>
statement, at any time when the Company, in the good faith judgment of its
Board of Directors, reasonably believes that the filing thereof at the time
requested, or the offering of securities pursuant thereto, would materially and
adversely affect a pending or proposed financing, acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction, or
negotiations, discussions or pending proposals with respect thereto.
Notwithstanding the effectiveness of the registration Statement, I
agree that during the two year period beginning on the Effective Date, without
the prior written consent of the Company I will not directly or indirectly sell
assign, transfer or dispose of shares of New Common Stock or Warrants
beneficially owned by me in excess of the volume limitations of Rule 144(e)(1)
promulgated under the Securities Act.
PENNSYLVANIA NOTICE OF RIGHT TO WITHDRAW
PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972,
EACH PENNSYLVANIA PURCHASER WILL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE OF AN
OFFER TO PURCHASE SHARES OF NEW COMMON AND WARRANTS STOCK WITHOUT INCURRING ANY
LIABILITY TO ANY PERSON WITHIN TWO BUSINESS DAYS AFTER (1) THE DATE OF RECEIPT
BY DAVID FELD OF HIS WRITTEN BINDING CONTRACT OF PURCHASE, OR (2) IN THE CASE OF
A TRANSACTION IN WHICH THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN
TWO DAYS AFTER HE HAS MADE THE INITIAL PAYMENT FOR THE SHARES OF NEW COMMON
STOCK AND WARRANTS. TO ACCOMPLISH THIS WITHDRAWAL, THE SUBSCRIBER NEED ONLY SEND
A LETTER OR TELEGRAM TO DAVID FELD, INDICATING HIS INTENTION TO WITHDRAW. THE
LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED SECOND BUSINESS DAY TO DAVID FELD, C/O TODAY'S MAN, INC.,835
LANCER DRIVE, MOORESTOWN, NJ 08057-0000, TELEPHONE: (609) 235-5656. IF THE
SUBSCRIBER SENDS A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME
WHEN IT WAS MAILED. SHOULD THE SUBSCRIBER MAKE THE REQUEST ORALLY, HE SHOULD ASK
FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED.
I acknowledge that I have had the opportunity to consult with counsel
(and such other professionals and advisors as I deem appropriate) of my own
choosing and that I have entered into this Agreement based on my own judgment
and on the advice of such advisors. In this regard, I acknowledge that no
counsel has been
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<PAGE>
retained by the Company or any of its officers or directors to represent
the Equity Investment Group or me and that I should not rely upon any counsel
retained by the Company or any other member of the Equity Investment Group to
represent my interests unless such counsel has been specifically retained by me
in connection with the transactions contemplated hereby.
The Company may rely on and enforce my agreements (other than my agreement
to purchase New Common Stock and Warrants), covenants, representations and
warranties contained herein as a third party beneficiary.
This agreement replaces and supercedes all prior Investment Commitments
made by me.
I intend to be legally bound hereby. This agreement may be executed in
counterparts.
I agree to purchase 1,525,000 shares of New Common Stock and 500,000
Warrants for an aggregate Purchase Price of $3,050,000 on the terms and
condition set forth herein.
/s/ Bernard J. Korman
-----------------------------------
Signature
Print name:
Print address and
telephone number:
ACCEPTED AND AGREED TO:
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David Feld
cc: Mr. Frank E. Johnson
Executive Vice President and
Chief Financial Officer
Today's Man, Inc.
