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)
David Feld
Chairman, President and Chief Executive Officer
835 Lancer Drive
Moorestown, NJ 08057
(609) 235-5656
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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)
|
| David Feld
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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) 00 (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
| |
| | 10,233,259 (See Item 4)
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | -0-
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| | 10,235,021 (includes 1,175 shares
| | of Common Stock and 587 Warrants
| | held in the Reporting Person's
| | 401(k) account) (See Item 5)
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | -0-
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 10,235,021 (includes 1,175 shares of Common Stock and 587 Warrants
| held in the Reporting Person's 401(k) account) (See Item 5)
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES (See Instructions)
| Does not include 124,000 shares and 62,050 Warrants held in trust
| for the benefit of David Feld's children as to which Mr. Feld
| disclaims beneficial interest.
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 34.77%
|
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14 | TYPE OF REPORTING PERSON*
| IN
|
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-2-
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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 David Feld. The filing of
this Statement shall not be construed as an admission that Mr. Feld 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. Feld is 835 Lancer
Drive, Moorestown, NJ 08057.
(c) Present Principal Occupation or Employment. Mr. Feld is Chairman,
President and Chief Executive Officer of Today's Man, Inc., 835 Lancer Drive,
Moorestown, NJ 08057. Today's Man is a leading operator of menswear superstores
specializing in tailored clothing, furnishings, sportswear and shoes.
(d) Criminal Convictions. During the last five years, Mr. Feld 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. Feld 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. Feld 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
Issuer's bank debt and other claims canceled such bank debt and other claims in
exchange for shares of Common Stock. Mr. Feld received a total of 745,604 shares
of Common Stock in settlement of an aggregate of $1,774,539 of outstanding
indebtedness.
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<PAGE>
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. Feld continued to hold
a total of 5,650,753 shares of Common Stock (including 1,175 shares held in his
401(k) account) and received a total of 2,825,376 Warrants (including 587
Warrants held in his 401(k) account) pursuant to the Plan of Reorganization.
Pursuant an equity investment commitment made pursuant to the Plan of
Reorganization, on December 31, 1997 Mr. Feld purchased a total of 4,013,288
shares of Common Stock from the Issuer at a purchase price of $2.00 per share.
Mr. Feld paid for 1,663,288 shares by the application of a credit received under
the Plan of Reorganization in his capacity as a creditor of the Issuer. Pursuant
to the Plan of Reorganization, the remaining 2,350,000 shares together with
750,000 warrants were sold by Mr. Feld to certain other persons who were parties
to the equity investment commitment as set forth below:
AGGREGATE
ISSUER SECURITIES PURCHASED CONSIDERATION
Bernard Korman 1,525,000 shares and $3,050,000
500,000 Warrants
Ira Brind 450,000 shares and $900,000
200,000 Warrants
Bruce Lindsay 125,000 shares and $250,000
50,000 Warrants
James Ameen 250,000 shares $500,000
On the Effective Date, Mr. Feld was granted 250,000 stock options
pursuant to the Issuer's Management Stock Option Plan. Of the 250,000 options
granted, 40% or 100,000 are currently exercisable.
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. Feld 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
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<PAGE>
Warrants (through one or more market purchases or purchases in private
transactions) or dispose of all or a portion of such securities which Mr. Feld
now owns or hereafter acquires.
Except as discussed in this Item 4 or in Item 6 hereof, Mr. Feld 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;
(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," and "Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer".
(a) As of the date hereof, Mr. Feld may be deemed to be the beneficial
owner of 10,235,021 shares of Issuer's Common Stock, which represents 34.77% of
Issuer's outstanding Common Stock.
(b) Mr. Feld has sole voting power for 10,233,259 shares and sole
dispositive power for 10,235,021 shares (includes 1,175 shares of Common Stock
and 587 Warrants held in Mr. Feld's 401(k) account) with respect to the Common
Stock beneficially owned by him.
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<PAGE>
(c) Except as described in Item 3, Mr. Feld 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. Feld is known to Mr. Feld 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 a Stipulation dated March 10, 1997 among Jefferson Bank,
Jefferson Bank New Jersey and Mr. Feld and approved by the United States
Bankruptcy Court on April 24, 1997, in settlement of certain litigation, Mr.
Feld, among other things, granted to Alex. Brown & Sons, Incorporated an option
to purchase 210,000 shares of Common Stock anytime prior to July 25, 2000, at an
exercise price of $0.84 per share.
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. Feld 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. Feld 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) Stipulation dated March 10 ,1997 among Jefferson Bank, Jefferson
Bank New Jersey and David Feld.
7(b) Equity Investment Commitment dated October 10, 1997 between
David Feld and the Issuer.
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/ David Feld
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Date: February 18, 1998 DAVID FELD
Chairman, President and Chief Executive
Officer of Today's Man, Inc.
6
LEDGEWOOD LAW FIRM, P.C.
By: Jeffrey F. Brotman
JB/5533
1521 Locust Street; Suite 800
Philadelphia, Pennsylvania 19102
(215) 731-9450
ATTORNEYS FOR JEFFERSON BANK and
JEFFERSON BANK NEW JERSEY
KLEHR, HARRISON, HARVEY,
BRANZBURG & ELLERS
By: Jeffrey Kurtzman, Esquire
JK/7689
457 Haddonfield Road, Suite 510
Cherry Hill, NJ 08002
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY
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IN RE: : CHAPTER 11
:
DAVID FELD, : CASE NO. 96-10740(GMB)
:
Debtor. :
:
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STIPULATION
This Stipulation ("Stipulation") is entered into as of March 10, 1997
by and between Jefferson Bank, a Pennsylvania banking institution ("Jefferson"),
as successor to claims of Alex. Brown & Sons, Incorporated, ("Alex. Brown"), a
Maryland corporation,
<PAGE>
Jefferson Bank New Jersey, a New Jersey banking institution ("JBNJ") and David
Feld ("Debtor").
The Parties hereto stipulate and agree as follows:
Background
1. The Case. On February 2, 1996 (the "Filing Date"), Debtor filed a
petition commencing this case. Also on the Filing Date, Today's Man, Inc.
("Today's Man"), a Delaware corporation of which Debtor is a majority
shareholder and chairman, filed a bankruptcy petition in the United States
Bankruptcy Court for the District of Delaware.
2. The Disputes with Alex. Brown. Since commencement of this case,
there has been virtually continuous conflict between the Debtor and Alex. Brown
including various motions, adversary proceedings, hearings and appeals on a wide
variety of issues such as venue, the applicability of the automatic stay, relief
from stay, exclusivity, and motions seeking dismissal and/or conversion of the
case. These conflicts have burdened, and continue to burden, the Debtor with
significant demands on Debtor's time and resources and significant
administrative expenses. Heretofore, all efforts to settle these conflicts have
been unsuccessful.
3. The Alex. Brown Loans. As of the Filing Date, Alex. Brown was the
Debtor's largest creditor, with Debtor indebted to Alex. Brown in the amount of
$7,377,217.56, secured by the following collateral (the "Alex. Brown
Collateral"):
i) a pledge of 5,000,000 shares of Today's Man stock (the
"Alex. Brown Stock") owned by the Debtor;
2
<PAGE>
ii) a second priority mortgage on property (the "Longport
Property") owned by the Debtor located at 119 South 12th Avenue, Longport, New
Jersey;
iii) a first priority mortgage on property formerly owned by
the Debtor located at 238 Market Street, Philadelphia, Pennsylvania (the "238
Market Street Mortgage");
iv) a first priority mortgage on property (the "Condo") owned
by the Debtor located at 2015 Welsh Road, Unit E-80, Philadelphia, Pennsylvania
(the "Welsh Road Mortgage");
v) a first priority security interest in a certain Replacement
Subordinated Promissory Note dated April 27, 1995, in the original amount of
$5,000,000, from Today's Man to Debtor (the "Subordinated Note"); and
vi) a first priority security interest (the prior security
interest of Merrill Lynch having been satisfied or released) in an account
maintained by Debtor, which account contains, as of the date hereof,
approximately one hundred five thousand (105,000) shares of common stock (the
"FPA Stock") of FPA Medical Management, Inc.
4. The JBNJ Loans. As of the Filing Date, JBNJ was Debtor's second
largest creditor, with Debtor indebted to JBNJ in the approximate principal
amount of $4,031,750 relating to (i) a loan made on or about November 9, 1989
from JBNJ to Debtor in the original principal amount of $1,000,000 and having a
balance on the Filing Date of $681,750, including accrued but unpaid interest
(the "Willow Grove Loan") and (ii) a loan made on or about June 1, 1995 from
JBNJ to Debtor in the original principal amount of
3
<PAGE>
$3,350,000, including accrued and unpaid interest (the "Costa Rica Loan"). The
Willow Grove Loan is secured by a first priority mortgage on property formerly
owned by the Debtor located at 303 Market Street, Philadelphia, Pennsylvania.(1)
The Costa Rica Loan is secured by (i) 520,578 shares of Today's Man stock, (ii)
a second priority mortgage on property owned by the Debtor located in Gladwyne,
Pennsylvania (the "Gladwyne Mortgage"), and (iii) a pledge of all of the stock
of Trajes Internacionales de costa Rica, S.A. (the "Trajes Pledge"), pledged to
JBNJ by SCRA Corp., a corporation of which Debtor owns all of the outstanding
stock.
5. The Settlement. Jefferson and Alex. Brown have entered into a
Purchase Agreement dated as of the date hereof (the "Purchase Agreement"),
pursuant to which Jefferson will purchase all claims of Alex. Brown except for
the Retained Welsh Road Claim (as such term is defined in Paragraph 8(A)
hereof). The Purchase Agreement has been submitted for approval of this Court
simultaneously herewith. Debtor and Jefferson, as successor to the claims of
Alex. Brown, desire to settle the litigation between Debtor and Alex. Brown on
the terms set forth herein.
Terms of the Settlement
6. Dismissal of Litigation; Releases. As soon as reasonably practicable
after Court approval of this Stipulation becomes final and non-appealable, all
outstanding
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(1) That property has been sold and the proceeds from such sale, in the
approximate amount of $134,250 (the "303 Market Stree Proceeds"), now
secures the Willow Grove Loan.
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<PAGE>
litigation between Alex. Brown and Debtor will be dismissed. Also, Debtor hereby
releases any claims or actions that it or its estate has against Jefferson or
JBNJ, including without limitation any claims for avoidance under 11 U.S.C. 544,
11 U.S.C. 547 or 11 U.S.C. 548.
7. Option.
A. The Option Shares. To induce Alex Brown to enter into the
Purchase Agreement which facilitates the settlement set forth in this
Stipulation through the Purchase Agreement, Debtor grants Alex. Brown the right
to purchase 210,000 shares of Today's Man stock (the "Option Shares") for a
price of eighty four cents ($.84) per share (the "Option Price") at any time
beginning after the date that the approvals required for the Purchase Agreement
become final and non-appealable and for three (3) years thereafter (the "Option
Period"), at which time such option shall expire. Debtor hereby agrees that (i)
Alex. Brown shall have the right to transfer to any transferee (each of Alex.
Brown and any such transferee, a "Holder") any and all of the rights granted to
Alex. Brown hereunder with respect to the Today's Man Option and with respect to
the shares of stock which may be acquired upon exercise of the Today's Man
Option (the "Rights") and (ii) Debtor shall cooperate with a Holder in the
future and provide a Holder with such documentation as it shall reasonably
request in order to enable such Holder to exercise all of the Rights. In the
event that a Holder exercises the Today's Man Option, the Debtor shall use his
best efforts to (i) cause Today's Man to register, if necessary, all of the
shares of stock so acquired for resale by the Holder pursuant to a registration
statement on the
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appropriate form to be filed with the Securities and Exchange Commission, (ii)
to cause Today's Man to keep such registration statement current until all
shares acquired pursuant to the Today's Man Option shall have been sold by the
Holder that exercises the Today's Man Option and (iii) to qualify such shares
for resale in such States as the Holder shall identify in writing. Jefferson
shall use its best efforts to obtain for the shares of stock held by a Holder
pursuant to an exercise of the Today's Man Option, in whole or in part,
registration rights equal to those that Jefferson has for any shares of capital
stock of Today's Man then held by Jefferson.
B. Recapitalization of Existing Shares. As of the date hereof,
Debtor owns 5,649,578 shares ("Feld's Existing Today's Man Shares") of the
outstanding stock of Today's Man. The Option Shares represent 3.71% of Feld's
Existing Today's Man Shares. The Option Shares shall absolutely, unconditionally
and unequivocally at all times during the Option Period represent no less than
3.71% of any shares of Today's Man capital stock owned by Debtor on account of
Feld's Existing Today's Man Shares. Accordingly, if there shall be any split,
stock dividend, recapitalization, reorganization or exchange of Today's Man that
results in Feld's Existing Today's Man Shares being exchanged for other capital
stock in Today's Man, or if any other event shall occur that recasts Feld's
Today's Man Shares, there will be an adjustment of the number of Option Shares
and the Option Price so that Alex. Brown will retain the option to purchase, for
an aggregate exercise price of $176,400, the aggregate number and type of shares
into which
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<PAGE>
such 210,000 shares shall have been converted as a result of such split, stock
dividend, recapitalization, reorganization or exchange (but in no event less
than 3.71% of any shares of Today's Man capital stock owned by Debtor on account
of Feld's Existing Today's Man Shares). Debtor shall at all times retain
sufficient stock to satisfy all of Debtor's obligations relating to the Today's
Man Option.
C. Make-Up Fee. In addition to his equity interest in Today's
Man, Debtor has claims against Today's Man, including, but not limited to,
claims on account of the Subordinated Note. In connection with the
reorganization of Today's Man in its bankruptcy case, by way of illustration and
not limitation, it is possible that Debtor may be required to accept shares of
Today's Man in full or partial satisfaction of such claims ("New Shares"). To
the extent that New Shares are issued such issuance may have a dilutive effect
on the value of Feld's Existing Today's Man Shares, and thus the Option.
Accordingly, Alex. Brown shall be entitled to a "Make-up Fee" from Debtor to
compensate for any such dilution. The Make-Up Fee shall be equal to the
difference between (i) the Option Value (as later defined in this Section 7(C))
at the close of trading on the trading day prior to the day on which New Shares
are issued and (ii) the Option Value at the close of trading on the day after
the day on which New Shares are issued. The term "Option Value" shall mean the
number of Option Shares multiplied by (x) the per share market price of the
Option Shares, established by the closing bid on the day on which the Option
Value is determined, less (y) the per share Option Price. The Make-Up Fee shall
be payable to Alex. Brown by Debtor, in cash or by transfer of freely tradeable
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New Shares having a market value equal to the Make-Up Fee, on the earlier of (i)
one-year after issuance of New Shares or (ii) sale by Debtor of shares of
Today's Man.
By way of illustration, assume the following:
Today's Man satisfies the Subordinated Note, in full, by issuing Debtor
New Shares. The market price of Today's Man is $3.00 per share at the close of
trading on the date prior to issuance of the New Shares. Thus, the Option Value
is $453,600, representing the 210,000 Option Shares multiplied by the $3.00
market price less the $.84 Option Price. On the day after issuance of the New
Shares, the closing market price of the shares subject to the Option is $2.25.
The Option value would then be $296,100, representing the 210,000 Option Shares
multiplied by the $2.25 market price less the $.84 Option Price. A Make-Up Fee
would be due in the amount of $157,500, equal to the Option Value before
issuance of the New Shares less the Option Value after such issuance. The
Make-Up Fee would be paid to Alex. Brown, in cash or New Shares, on the earlier
of one-year, or when Debtor sells shares of Today's Man stock.
D. Mechanics of Option. In order to facilitate exercise of the
Option, Debtor will request that Today's Man issue a separate share certificate
(the "Certificate") for the amount of shares subject to the Option. Debtor will
deliver such share certificate to Jefferson to hold as collateral pursuant
hereto, with a stock power executed in blank (the "Power"). Jefferson will hold
the Certificate and Power and will, upon written notice from Alex. Brown, with a
copy to Debtor, deliver the Certificate and Power, completed as specified by
Alex. Brown, to Alex. Brown upon receipt from Alex. Brown of the Option
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<PAGE>
Price multiplied by the Option Shares. Such proceeds shall not be deemed to be
gain or profit, but shall rather reduce the Debtor's basis in the shares of
Today's Man which Debtor shall still own at the time of such exercise.
E. Method of Exercise. During the Option Period, Alex. Brown
or any subsequent Holder of the Today's Man Option may elect to exercise the
Today's Man Option: (i) and receive any or all of the Option Shares by paying
$.84 per share in cash to Debtor, or (ii) elect (the "Net Exercise Election") to
receive, without payment by the Holder of any cash or other consideration, a
number of shares equal to the "Elected Shares" minus the "Surrendered Shares".
For purposes of this sub-paragraph, the term "Elected Shares" shall mean the
number of Option Shares (up to the full number of Option Shares) for which the
election is being submitted. After the delivery of shares pursuant to a Net
Exercise Election, the number of shares of stock which continue to be subject to
the Today's Man Option shall equal the number of such shares subject to the
Today's Man Option immediately prior to such election, minus the sum of the
Elected Shares and the Surrendered Shares. For purposes of this sub-paragraph,
the term "Surrendered Shares" shall mean the number of shares, rounded down to
the nearest whole number, computed pursuant to the following formula:
Surrendered Shares=Elected Shares x. $.84 (subject to adjustment)
Y
where Y= the fair market value of one share of stock at
the time the Net Exercise Election is made.
Fair
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<PAGE>
market value of the stock shall mean the
average of the closing prices of the stock
quoted on any exchange on which the stock is
listed, as published in the Wall Street Journal
(or, if not so quoted, the average of the
closing prices of the stock on the Nasdaq Stock
Market, as published in the Wall Street
Journal, or if no such prices are available,
the average of the prices determined by an
independent investment banking firm selected by
Alex. Brown or such other subsequent Holder and
acceptable to Debtor, such acceptance not to be
unreasonably withheld) for the ten trading days
prior to the Net Exercise Election.
8. Claims and Claim Treatment.
A. Retained Welsh Road Claim. Alex. Brown will retain a claim
(the "Retained Welsh Road Claim") valued for the purposes hereof at Two Hundred
Thousand Dollars ($200,000.00). The Retained Welsh Road Claim is a non-recourse
obligation of the Debtor secured by the Welsh Road Mortgage, which mortgage
shall be modified to provide the following:
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I. As long as real estate taxes and condominium fees
relating to the Condo are paid within thirty (30)
days of becoming due, Alex. Brown shall be estopped
from exercising any remedies, including foreclosing
on the Welsh Road Mortgage.
II. Alex. Brown must release the Welsh Road Mortgage
upon payment by Debtor to Alex. Brown of the net
proceeds (after reasonable and appropriate closing
costs) from the sale of the Condo to a third party in
an arm's length transaction.
III. Debtor may satisfy the Welsh Road Mortgage at
any time beginning three months after the Bankruptcy
Case is dismissed or a plan of reorganization is
confirmed by paying Alex. Brown the then fair market
value of the Condo as determined by an MAI appraiser
selected by Debtor and reasonably acceptable to Alex.
Brown. Notwithstanding anything herein to the
contrary, even though the Retained Welsh Road Claim
is being valued at $200,000, if the amount payable
from II or III above is greater than $200,000, the
Retained Welsh Road Claim and the Welsh Road Mortgage
will be fully satisfied as to the Debtor, by payment
of $200,000 and if the amount payable is less than
$200,000, Jefferson will advance the difference
between $200,000 and such amount to Alex. Brown, with
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the terms of Debtor's repayment of such advance to be
mutually agreed to by Debtor and Jefferson at the
time such advance is made.
B. JBNJ will have the following claims in the Bankruptcy Case:
I. Willow Grove Loan. JBNJ will have an allowed
unsecured claim (the "JBNJ Unsecured Willow Grove
Claim") in the amount of $547,500 (representing the
balance of the Willow Grove Loan on the Filing Date
less the $134,250 303 Market Street Proceeds which
have been, or forthwith will be, paid to JBNJ). The
JBNJ Unsecured Willow Grove Claim will be a general
unsecured claim. Debtor will propose a Plan of
Reorganization that will provide for payment of at
least fifty percent (50%) of general unsecured claims
(including the JBNJ Unsecured Willow Grove Claim), or
such lesser amount as Debtor and JBNJ may agree to.
II. Costa Rica Loan. JBNJ will have an allowed
secured claim in the Bankruptcy Case in an amount
equal to the balance of the Costa Rica Loan, together
with interest thereon at the rate provided in the
agreements relating to the Costa Rica Loan (the "JBNJ
Costa Rica Claim"). The JBNJ Costa Rica Claim will be
paid, together with interest at the rates set forth
in the documents governing the Costa Rica Loan, from
the proceeds of the Trajes Pledge. It is anticipated
that approximately $2,100,000 will be realized from
the Trajes Pledge
12
<PAGE>
in the immediate future from the proposed sale of the
assets subject to the Trajes Pledge the terms of
which sale have been approved by this Court. Further
proceeds are anticipated to be received from deferred
payments with respect to such sale. To the extent
that such proceeds are inadequate to pay the JBNJ
Costa Rica Claim in full on or before the
confirmation of a Plan of Reorganization, JBNJ may
elect, in its discretion, to treat the unpaid balance
of the JBNJ Costa Rica Claim as a general unsecured
claim, entitled to the same treatment as all other
general unsecured claims. The JBNJ Costa Rica Claim
will remain secured, until paid, by 520,578 shares of
Today's Man Stock and the note evidencing the
deferred payments from the sale of the assets subject
to the Trajes Pledge, and the proceeds thereof;
provided, however, that if JBNJ elects to treat all
or a part of such claims as a general unsecured
claim, all such collateral will be promptly released.
C. Jefferson, as successor to Alex. Brown, will have the
following claims in the Bankruptcy Case:
I. Primary Claim. Jefferson will have an allowed
secured claim in the bankruptcy Case in an amount
equal to (i) $4,100,000 less (ii) the proceeds of the
238 Market Street Mortgage (which proceeds have been
or forthwith will be paid over to the holder of the
Alex. Brown
13
<PAGE>
claims in this case), plus (iii) the Acquired
Unsecured Claim Differential (as defined in Section 9
of this Stipulation) plus, the greater of (iv) twelve
and one-half percent (12 1/2%) of the portion of
8(C)(I)(i) and 8(C)(I)(ii) remaining unpaid sixty
days after the date on which Jefferson acquires the
Alex. Brown claims (the "Acquisition Date") or (v)
$200,000 (the "Acquired Alex. Brown Primary Claim").
The Acquired Alex. Brown Primary Claim will be paid
in full, together with interest on the outstanding
balance of such claim within thirty (30) months of
the Acquisition Date. Interest on the Acquired Alex.
Brown Primary Claim will accrue interest at a rate of
interest (the "Interest Rate") equal to one percent
plus the rate listed as the prime rate in the money
rates section of the Wall Street Journal, as such
rate may fluctuate from time to time. In order to
facilitate the same, Debtor will (i) cooperate with
Jefferson in arranging to immediately liquidate the
FPA Stock in a commercially reasonable manner, turn
over the proceeds thereof to Jefferson (subject to
the Tax Escrow CD as later defined herein) and
Jefferson will apply such proceeds to the Acquired
Alex. Brown Primary Claim and (ii) market the
Longport Property for sale in a commercially
reasonable manner, which does not necessarily require
listing with a real estate broker. The Acquired Alex.
Brown Primary Claim will be
14
<PAGE>
secured, until paid, by (i) the Alex. Brown
Collateral, other than the Welsh Road Mortgage; (ii)
the Tax Escrow CD (as defined in Section 8(E) of this
Stipulation) and (iii) the Modified Gladwyne Mortgage
(as defined in Section 10 of this Stipulation).
II. Secondary Claim. Jefferson will have an allowed
secured claim (by itself, the "Acquired Alex. Brown
Secondary Claim" and together with the Acquired Alex.
Brown Primary Claim, the "Acquired Alex. Brown
Claims") in the amount equal to (i) the balance owed
by the Debtor to Alex. Brown on the Filing Date, less
(ii) the Acquired Alex. Brown Primary Claim, and less
(iii) the Retained Welsh Road Claim. The Acquired
Alex. Brown Secondary Claim will be a separately
classified subordinate (to the Acquired Alex. Brown
Primary Claim) secured claim, which will be paid,
without interest, in full, or in such lesser amount
as Jefferson and Debtor may agree. The maximum amount
that Jefferson may collect on the Acquired Alex.
Brown Secondary Claim is an amount equal to the
otherwise unpaid portion of (i) the JBNJ Costa Rica
Claim, and (ii) the JBNJ Unsecured Willow Grove
Claim. Accordingly, at such time that the JBNJ Costa
Rica Claim and the JBNJ Unsecured Willow Grove Claim
shall have been paid in full, the Acquired Alex.
Brown Secondary Claim shall similarly be deemed to
have been paid in full.
15
<PAGE>
The Acquired Alex. Brown Secondary Claim will be
secured, until paid, by (i) the Alex. Brown
Collateral, other than the Welsh Road Mortgage; (ii)
the Tax Escrow CD and (iii) the Modified Gladwyne
Mortgage.
D. Priority of Payments. Proceeds of the Alex. Brown
Collateral (other than the Tax Escrow Funds (as defined in Section 8(E) of this
Stipulation) will be applied first to the Acquired Alex. Brown Primary Claim
(first to accrued and unpaid interest thereon, and then to the principal amount
thereof) and then to the Acquired Alex. Brown Secondary Claim. Any and all
payments received by Jefferson on account of the Alex. Brown Secondary Claim
will also reduce dollar for dollar, first the JBNJ Costa Rica Claim and then,
the JBNJ Unsecured Willow Grove Claim.
E. Tax Escrow Certificate of Deposit. Jefferson acknowledges
that Debtor has potentially significant federal income tax issues relating to
capital gains ("Capital Gains Taxes") on Alex. Brown Collateral that the Debtor
has sold, or may sell, in the Bankruptcy Case. Accordingly, Jefferson and Debtor
agree that upon the sale of the FPA Stock, Debtor shall deposit Four Hundred
Thousand Dollars ($400,000.00) (the "Tax Escrow Funds") of the proceeds of such
sale in an automatically renewing thirty (30) day certificate of deposit (the
"Tax Escrow CD") at Jefferson. Debtor may utilize the Tax Escrow Funds to pay
only Capital Gains Taxes as and when they are actually due and payable. The Tax
Escrow CD shall accrue interest at one percent (1%) below the Interest Rate.
Interest earned on the Tax Escrow CD shall be applied monthly first to accrued
but
16
<PAGE>
unpaid interest and then to principal on the Acquired Alex. Brown Primary Claim.
The Tax Escrow CD shall secure the Acquired Alex. Brown Claims.
F. Plan of Reorganization Treatment of Capital Gains Taxes.
Debtor will propose a Plan of Reorganization that will provide for the payment
of Capital Gains Taxes from funds currently held by the Debtor and not pledged
to any particular creditors ("General Funds'). To the extent that Capital Gains
Taxes are paid from General Funds, the Tax Escrow Funds shall be reduced,
dollar-for-dollar, and applied to the Acquired Alex. Brown Primary Claim.
9. Acquisition of Unsecured Claims. It is anticipated that Jefferson
may acquire certain unsecured claims against the Debtor. Such claims shall be
general unsecured claims and shall receive the same treatment as the JBNJ
Unsecured Willow Grove Claim set forth in paragraph 8(B)(I) hereof. The
Difference between the amount that Jefferson pays for such unsecured claims (up
to 75% of their face amount) and 50% of their face amount (the "Acquired
Unsecured Claim Differential") will be paid as part of the Acquired Alex. Brown
Primary Secured Claim.
10. Modification of Gladwyne Mortgage. Pursuant to this Court's Order
entered on or about February 3, 1997, JBNJ and Debtor had agreed that JBNJ would
release the Gladwyne Mortgage. Pursuant to this Stipulation, however, the
Gladwyne Mortgage will not be released, but shall remain in full force and
effect, as modified to provide that it shall secure the Acquired Alex. Brown
Claims (the "Modified Gladwyne Mortgage").
17
<PAGE>
11. Support for Plan. As long as a Plan of Reorganization provides for
the treatment of claims set forth in Section 8 of this Stipulation, Jefferson
and JBNJ will vote each claim that they now own or hereafter acquire in favor of
such Plan of Reorganization.
12. Best Interests of Estate. This stipulation is in the best interests
of the Debtor's estate because it (i) provides for an immediate conclusion of
much of the litigation that has burdened the Debtor since the filing date, (ii)
provides the Debtor with an agreement with what will be its largest creditor
regarding treatment of that creditor's claims and (iii) provides for a
significant reduction in the overall amount of indebtedness that the Debtor will
have to repay. As a result of the forgoing, all parties to this Bankruptcy Case
will be better off as a result of this Stipulation.
13. Bankruptcy Court Approval. This Stipulation is subject to the
approval of this Court and will become effective and enforceable after an order
of this Court approving this Stipulation has become final and non-appealable.
Within two (2) business days after execution hereof, counsel for Jefferson and
JBNJ, together with counsel for Debtor, will file a motion with this Court
seeking approval of this Stipulation.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Stipulation to be duly executed on the day and year
first above written.
JEFFERSON BANK
By: /s/ Betsy Z. Cohen
---------------------------
CEO/Chairman
/s/ David Feld
-------------------------------
DAVID FELD
JEFFERSON BANK NEW JERSEY
By: /s/ Betsy Z. Cohen
---------------------------
CEO/Chairman
October 10, 1997
Mr. Frank E. Johnson
Vice President and Chief
Financial Officer
Today's Man, Inc.
835 Lancer Drive
Moorestown, NJ 08057-0000
Re: Equity Investment in Today's Man, Inc.
Dear Frank:
We have discussed a proposal pursuant to which a group (the "Equity
Investment Group") led by Mr. David Feld would commit 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 Mr. David Feld) in a
Rights Offering currently contemplated under the Plan. All capitalized terms
used and not defined herein shall have the respective meaning given to them in
the Plan.
To induce the Company to seek confirmation of the Plan with the
Bankruptcy Court and achieve its reorganization, and in consideration of the
Company agreeing to sell the shares of New Common Stock on the terms described
in this letter, I hereby irrevocably commit (except as provided in the next
sentence) to purchase from the Company, upon the Effective Date of the Plan,
subject to the satisfaction of the conditions of this agreement, that number of
shares of New Common Stock that the dollar amount set forth below (the
"Investment Commitment") will purchase at the same purchase price per share at
which the Company offers to sell shares of New Common Stock in the Rights
Offering. I shall have
<PAGE>
the right to revoke my Investment Commitment and terminate this agreement by
written notice to the Company in the event that the Effective Date of the Plan
has not occurred on or before January 31, 1998. I understand that to the extent
that the total Investment Commitment of the Equity Investment Group exceeds
approximately $8.476 million, the actual amount of my Investment Commitment
accepted by the Company will be subject to allocation as provided in the Plan.
Closing on the sale of the shares of New Common Stock will occur on the
Effective Date or as soon as practicable thereafter.
My Investment Commitment is subject to reduction (but not by more than
$2,148,872) in the event and to the extent that (a) the cash or credit provided
to me under the Plan on account of the Allowed Feld Subordinated Claim is less
than $5,000,000 (the "Difference") and (b) I am unable to obtain financing to
fund the Difference. I agree to use commercially reasonable efforts to obtain
financing to fund any Difference, provided, however, that I shall not be
required to accept any financing with an effective annual interest rate
exceeding prime plus 2%. To the extent that I am able to obtain financing to
fund some or all of the Difference by such date as the Company may require
payment hereunder, my Investment Commitment will continue with respect to such
funded portion of the Difference and terminate with respect to the unfunded
portion of the Difference up to a maximum reduction of $2,148,872.
Anything in this agreement to the contrary notwithstanding, I may sell
an aggregate of 1,500,000 shares of New Common Stock to be purchased by me
pursuant to this agreement and 750,000 Warrants to be issued to me as a
shareholder under the Plan, to Bernard J. Korman and Ira Brind pursuant to the
terms of the commitment letters of even date herewith attached hereto and any
representation, warranty or covenant made by me in this agreement is hereby
deemed modified to reflect such sale.
I understand and agree that this agreement is not binding upon the
Company until the Company accepts it, which acceptance is at the sole discretion
of the Company and is to be evidenced by the Company's completion, execution and
delivery of this agreement. The Company, in its sole discretion, shall have the
right to terminate or withdraw the offering at any time, to accept or reject
Investment Commitments in other than the order in which they were received, to
reject any Investment Commitment in whole or in part, to allot to the
undersigned less than the full number of shares of
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<PAGE>
New Common Stock subscribed for, and to return without interest the amount of
the Investment Commitment paid by the undersigned and not accepted.
If requested by the Company, 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 Investment Commitment ("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 of the Company, unless each of the following conditions have been
satisfied or waived by me in writing on or prior to the Effective Date:
(a) The Plan as confirmed has not been materially revised from the
Plan as filed with the Bankruptcy Court on September 26, 1997
and as modified as presented to the undersigned;
(b) The Confirmation Order shall have been entered and no stay of
the Confirmation Order shall be in effect;
(c) The Debtors shall have received the proceeds of the Exit
Financing Facility; and
(d) The Equity Investment Group shall have received an opinion
from Blank Rome Comisky & McCauley, in form reasonably
satisfactory to counsel for the Equity Investment Group, to
the effect that:
(i) The Company and its subsidiaries are corporations
organized, validly existing and in good standing or
presently subsisting (as applicable) under the laws of
their respective jurisdictions of incorporation, have all
requisite corporate power and authority to conduct their
business as described in the Company's Annual Report on
Form 10-K for the Company's fiscal year ended February 1,
1997, and are duly qualified as foreign corporations to
do business in each jurisdiction in which the nature
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<PAGE>
of the business conducted by them makes such
qualification necessary and in which the failure to so
qualify would have a material adverse effect on the
business or financial condition of the Company.
(ii) The shares of New Common Stock which are being sold to
the Equity Investment Group are not subject to preemptive
rights or any other similar rights of purchase of the
shareholders of the Company pursuant to the Articles of
Incorporation or Bylaws or pursuant to the Pennsylvania
Business Corporation Law or pursuant to any agreement by
which the Company is bound of which such counsel is
aware.
(iii) Other than necessary authorizations, approvals or
consents that have been obtained, no authorization,
approval or consent of any court, governmental body,
regulatory agency, self-regulatory organization or stock
exchange or market, or the stockholders of the Company,
is required to be obtained by the Company for the
issuance and sale of the shares of New Common Stock as
contemplated by this Agreement or the consummation of the
other transactions contemplated hereby except where the
failure to obtain such authorization, approval or consent
would not, individually or in the aggregate, have a
material adverse effect on the business or financial
condition of the Company and except that certain
authorizations, approvals or consents will be required
prior to the re-sale registration statement becoming
effective;
(iv) The shares of New Common Stock which are being sold to
the Equity Investment Group are legally issued, fully
paid and non-assessable;
(v) The sale of the shares of New Common Stock to the Equity
Investment Group and the performance by the Company of
its obligations hereunder does not result in a breach of
(or give rise to any right of termination or cancellation
on the part of the other parties to) any indenture,
mortgage, deed of trust, note, loan or credit agreement
or any other agreement or instrument evidencing an
obligation
-4-
<PAGE>
for borrowed money, or any other agreement or instrument,
known to such counsel, to which the Company is a party or
by which it may be bound except for such breaches or
rights of termination or cancellation which, individually
or in the aggregate, would not have a material adverse
effect on the business or financial condition of the
Company; nor will such action result in any violation of
the provisions of the Articles of Incorporation or the
Bylaws of the Company.
(vi) Based on the representations of the members of the Equity
Investment Group and applicable SEC no-action letters, no
registration under the Securities Act is required in
connection with the sale of shares of New Common Stock to
the Equity Investment Group.
Except as set forth below, I understand that the shares of New Common
Stock 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 the Company may require.
I further agree and represent that: I am purchasing the shares of New
Common Stock 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
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
-5-
<PAGE>
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; 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; I have the capacity to
protect my own interests in connection with the transactions contemplated
hereby. I have been advised by the Company and understand that (a) the shares of
New Common Stock 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 must be
held indefinitely unless and until subsequently registered or an exemption from
registration becomes available, (c) the shares of New Common Stock 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.
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 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 to
make sales pursuant to an effective registration 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.
-6-
<PAGE>
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 STOCK WITHOUT INCURRING ANY LIABILITY TO
ANY PERSON WITHIN TWO BUSINESS DAYS AFTER (1) THE DATE OF RECEIPT BY THE ISSUER
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. TO
ACCOMPLISH THIS WITHDRAWAL, THE SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM
TO THE COMPANY, 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 TODAY'S MAN, INC.,835 LANCER DRIVE, MOORESTOWN, NJ 08057-0000,
ATTENTION MR. FRANK E. JOHNSON, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
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 retained by the Company or any of its officers or directors to
represent the Equity Investment Group 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.
This agreement replaces and supercedes all prior Investment Commitments
made by me.
-7-
<PAGE>
I intend to be legally bound hereby. This agreement may be executed in
counterparts.
Investment /s/ David Feld
Commitment: $8.0 million ------------------------------
Signature
Print name:
Print address and
telephone number:
The Company hereby accepts the foregoing Investment Commitment in the
amount of $_____ .
TODAY'S MAN, INC.
By:
---------------------------
Name:
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