As filed with the Securities and Exchange Commission on June 18, 1998
Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TODAY'S MAN, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1743137
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
835 Lancer Drive
Moorestown West Corporate Center
Moorestown, New Jersey 08057
Telephone (609) 235-5656
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
David Feld
Chairman, President and Chief Executive Officer
Today's Man, Inc.
835 Lancer Drive
Moorestown, New Jersey 08057
(609) 235-5656
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share (2) offering price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, no par value................... 5,315,288 $2.41(2) $12,809,844.08(2) $3,778.91
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Common Stock Purchase Warrants............... 2,445,985 $ .43(2) $ 1,051,773.55(2) $ 310.28
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Common Stock, no par value................... 2,445,985(3) $2.70 $ 6,604,159.50 $1,948.23
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Total........................................ $6,037.42
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</TABLE>
(1) This Registration Statement covers shares and Warrants owned by certain
selling shareholders which securities may be offered from time to time by
the selling shareholders during the period ending on or before December
31, 1999.
(2) Estimated solely for the purpose of calculating the registration fee.
Calculated in accordance with Rule 457(c) based upon the average of the
high and low prices for the Common Stock and the Common Stock Purchase
Warrants ("Warrants"), respectively, on June 11, 1998, as reported on the
Nasdaq National Market System. In accordance with Rule 457(i), the
additional consideration receivable upon exercise of the Warrants has
been included in calculating the total registration fee. See note (3).
(3) Represents the number of shares of Common Stock which may be issued from
time to time upon exercise of the Warrants at an exercise price of $2.70
per share.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 18, 1998
PROSPECTUS
TODAY'S MAN(R)
7,761,273 Shares of Common Stock and
2,445,985 Common Stock Purchase Warrants
This Prospectus relates to the resale, from time to time, of 5,315,288
shares of Common Stock ("Common Stock") and 2,445,985 Common Stock Purchase
Warrants ("Warrants") of Today's Man, Inc. ("Today's Man" or the "Company") by
certain shareholders of the Company (the "Selling Shareholders"). This
Prospectus also relates to the issuance and resale of up to 2,445,985 shares of
Common Stock which may be issued to the Selling Shareholders upon exercise of
the Warrants and resold by them. The Common Stock and Warrants were issued by
the Company to the Selling Shareholders in a private placement in December, 1997
as part of the Company's Plan of Reorganization (as hereinafter defined). The
Common Stock and Warrants may be offered from time to time by the Selling
Shareholders during the period beginning on the date of this Prospectus and
ending on December 31, 1999 (the "Offering"). The Company will not receive any
of the proceeds from the sale of the Common Stock or Warrants by the Selling
Shareholders; provided however, the Company will receive $2.70 per Warrant upon
the exercise, if any, of a Warrant for the Company's Common Stock.
Today's Man shall pay its own legal and accounting fees, all
registration and filing fees attributable to the registration of the Common
Stock and Warrants, all state securities law or "blue sky" filing fees and all
printing fees incurred in connection herewith. Each Selling Shareholder shall
pay any legal, accounting or other expenses incurred by such Selling
Shareholder. Any commissions, discounts, or other fees payable to broker-dealers
in connection with any sale of the Common Stock and Warrants will be borne by
the Selling Shareholder selling such Common Stock and Warrants.
The Selling Shareholders have not advised Today's Man of any specific
plans for the distribution of the Common Stock or Warrants covered by this
Prospectus, but it is anticipated that the Common Stock and Warrants will be
sold from time to time primarily in transactions (which may include block
transactions) on the Nasdaq National Market of The Nasdaq Stock Market at the
market price then prevailing, although sales may also be made in negotiated
transactions or otherwise. The Selling Shareholders and the brokers and dealers
through whom sale of the Common Stock and Warrants may be made may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and their commissions or discounts and other
compensation may be regarded as underwriters' compensation. See "Plan of
Distribution."
The Common Stock and the Warrants of the Company are traded on the
Nasdaq National Market under the symbols "TMAN" and "TMANW", respectively. On
June 11, 1998, the last sale prices of the Common Stock and the Warrants as
reported on the Nasdaq National Market was $2.31 per share and $0.41 per
Warrant, respectively.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 18, 1998
<PAGE>
AVAILABLE INFORMATION
Today's Man has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act (the
"Registration Statement") with respect to the registration of Today's Man Common
Stock and Warrants owned by the Selling Shareholders. This Prospectus
constitutes a part of the Registration Statement and, in accordance with the
rules of the Commission, omits certain of the information contained in the
Registration Statement. For such information, reference is made to the
Registration Statement and the exhibits thereto.
Today's Man is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Commission. The
Registration Statement, as well as such reports, proxy statements and other
information, can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
Seven World Trade Center, New York, New York 10048. Copies of such material also
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the site is (http://www.sec.gov).
The Common Stock and Warrants of the Company are traded on the Nasdaq
National Market under the symbols "TMAN" and "TMANW" respectively. Reports,
proxy statements and other information concerning the Company will also be
available for inspection at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS THAT ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. TODAY'S MAN HEREBY UNDERTAKES TO
PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY AND ALL DOCUMENTS AND INFORMATION THAT HAVE BEEN
INCORPORATED BY REFERENCE HEREIN (NOT INCLUDING EXHIBITS THERETO UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION
INCORPORATED HEREIN). SUCH DOCUMENTS AND INFORMATION ARE AVAILABLE UPON REQUEST
FROM TODAY'S MAN, INC., 835 LANCER DRIVE, MOORESTOWN, NEW JERSEY 08057,
ATTENTION: FRANK E. JOHNSON, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER; TELEPHONE: (609) 235-5656.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Today's Man (Commission File Number 001-13745)
with the Commission are hereby incorporated by reference in this Prospectus: (1)
Today's Man's Annual Report on Form 10-K for the fiscal year ended January 31,
1998 filed with the Commission on May 1, 1998; (2) Today's Man's Quarterly
Report on Form 10-Q for the period ending May 2, 1998 filed with the Commission
on June 15, 1998; and (3) the description of Today's Man Common Stock that is
incorporated by reference in Today's Man's Registration Statement on Form 8-A
filed on December 29, 1997, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by Today's Man pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus shall be
deemed to be incorporated by reference herein and to be a part
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<PAGE>
hereof from the date of filing thereof. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus, except
as so modified or superseded.
THE COMPANY
Today's Man, Inc. is a leading operator of menswear superstores
specializing in tailored clothing, furnishings, sportswear and shoes. The
Company operates a chain of 25 superstores in the Greater Philadelphia,
Washington, D.C. and New York markets. The Company seeks to be the leading
menswear retailer in each of its markets by providing a broad and deep
assortment of moderate to better, current-season, brand-name and private label
merchandise at everyday low prices which the Company believes represents the
greatest value at a given price point. The Company provides these everyday low
prices to its customers through economies provided by its large volume,
preplanned inventory purchases and lower initial mark-ups.
On February 2, 1996, Today's Man, Inc. (the "Company") and certain of
its subsidiaries filed voluntary petitions in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") seeking to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. The Company's Second Amended Joint
Plan of Reorganization (the "Plan of Reorganization") was confirmed by the
Bankruptcy Court on December 12, 1997 and became effective on December 31, 1997.
Pursuant to the Plan of Reorganization, the Company paid an aggregate of $53.3
million and issued 9,920,568 shares of Common Stock to its creditors in
settlement of $76.2 million of outstanding indebtedness, including post-petition
interest. Under the Plan of Reorganization, holders of the Company's Common
Stock received for each share of old Common Stock: (1) one share of new Common
Stock and (2) 0.5 of a Common Stock purchase Warrant ("Warrant"). Each whole
Warrant entitles the holder to purchase one share of new Common Stock at an
exercise price of $2.70 per share at any time on or before December 31, 1999.
The additional shares issued pursuant to the Plan increased the total shares
outstanding to 27,274,588 as of January 31, 1998. A total of 5,430,503 Warrants
were issued to the Company's shareholders of record as of October 14, 1997.
The Reorganization Plan provided for the payment in full of allowed
claims, including the payment of post-petition interest. The Plan of
Reorganization was funded by an equity infusion of approximately $16.3 million
raised from an Equity Investment Group led by Mr. David Feld, Chairman of the
Board, President, and Chief Executive Officer of the Company and a rights
offering to existing shareholders, including a credit of $3.3 million to Mr.
David Feld in respect of the cash distribution portion of his subordinated debt
claim; the proceeds from a $12.5 million term loan and a draw of approximately
$4.0 million on a new $30.0 million revolving credit facility from Foothill
Capital Corporation; and approximately $23.7 million in cash on hand.
The Company was incorporated in Pennsylvania in 1971 as Feld & Sons,
Inc. and changed its name to Today's Man, Inc. in March 1992. The Company's
executive and administrative offices are located at 835 Lancer Drive, Moorestown
West Corporate Center, Moorestown, New Jersey 08057 and its telephone number is
(609) 235-5656.
As used in this Registration Statement, "fiscal 1996," "fiscal 1997,"
and "fiscal 1998" refer to the Company's fiscal years ended or ending February
1, 1997, January 31, 1998 and January 30, 1999, repectively.
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<PAGE>
RISK FACTORS
THE INFORMATION CONTAINED IN THIS PROSPECTUS INCLUDES OR INCORPORATES BY
REFERENCE FORWARD LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES
EXCHANGE ACT OF 1934 AND REGULATIONS THEREUNDER), INCLUDING WITHOUT LIMITATION,
STATEMENTS AS TO THE NUMBER OF STORES WHICH THE COMPANY EXPECTS TO OPEN, TRENDS
OR THE COMPANY'S OR MANAGEMENT'S BELIEFS, EXPECTATIONS OR OPINIONS. SUCH FORWARD
LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES AND MAY BE AFFECTED BY
VARIOUS FACTORS WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
IN THE FORWARD LOOKING STATEMENTS. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS
ARE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS. ACCORDINGLY, IN ADDITION
TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING
AN INVESTMENT IN THE COMPANY'S COMMON STOCK AND WARRANTS.
MARKET FOR COMMON STOCK AND WARRANTS
The Common Stock and Warrants are traded on the Nasdaq National Market.
Numerous factors, including announcements of fluctuations in the Company's or
its competitors' operating results, market conditions for stocks in general, or
fluctuations in the Company's quarterly operating results, could have a
significant impact on the future price of the Common Stock and Warrants. In
addition, the stock market in recent years has experienced significant price and
volume fluctuations that often have been unrelated or disproportionate to the
operating performance of companies. These broad fluctuations may adversely
affect the market price of the Common Stock and Warrants. There can be no
assurance that a purchaser of Common Stock or Warrants will be able to resell
such securities at a price equal to or greater than the price at which they
purchased them in the Offering.
Each Warrant is exercisable for one share of Common Stock at an exercise
price of $2.70 per share. Accordingly, the market price of the Warrants will be
directly affected by the market price of the Common Stock. In the event that the
market price of the Common Stock is less than $2.70, the Warrants may have
little or no market value. All of the Warrants expire at the close of business
on December 31, 1999 and will not be exercisable after such time.
GROWTH STRATEGY
The Company expects to open 4 to 6 stores in fiscal 1999. The Company's
growth over the next several years depends principally on its ability to open
new stores in its existing and new markets and to operate those stores
profitably. The Company's ability to open stores on a timely basis will depend
upon the Company's ability to identify suitable store sites, obtain leases for
those sites on acceptable terms, construct or refurbish the sites and hire and
train skilled store managers and personnel. There can be no assurance that new
stores will generate sales volumes comparable to those of the Company's existing
stores. Moreover, the opening of additional stores in existing markets may have
the effect of attracting customers from existing stores.
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<PAGE>
SMALL STORE BASE; GEOGRAPHIC CONCENTRATIONS
The Company currently operates a chain of 25 superstores, which are
located in the Greater Philadelphia, Washington, D.C., and New York markets. Due
to the Company's relatively small store base, one or more unsuccessful new
stores, or a decline in sales at an existing store, would have a more
significant effect on the Company's results of operations than would be the case
if the Company had a larger store base. In February 1996, subsequent to the
Chapter 11 filing, the Company closed all seven of its superstore locations in
the Greater Chicago Market and its outlet location in Sawgrass Mills, Florida.
In March 1996, the Company closed its Springfield, Virginia superstore and in
April 1996, the Company closed stores located in Staten Island and Manhattan,
New York. Because the Company's superstores currently are located in only three
markets, the effect on the Company of adverse events in any of those markets may
be greater than if the Company's stores were more geographically dispersed.
DECLINING UNIT SALES OF MEN'S TAILORED CLOTHING
On a national basis, unit sales of men's tailored clothing have been
declining over many years. The Company believes that this decline can be
attributed to men allocating a lower portion of their disposable income to
tailored clothing as a result of less frequent changes in tailored clothing
fashions, relaxation of dress codes by many employers and a more casual
lifestyle. The Company also believes that this decline has contributed to a
consolidation among retailers of men's tailored clothing. There can be no
assurance that the Company will continue to be able to maintain or increase it
sales volume or attain profitability as further consolidation of the industry
occurs and as the unit sales of men's tailored clothing continue to decline.
CONTROL BY PRINCIPAL SHAREHOLDER
Prior to the Offering, Mr. David Feld beneficially owns approximately 35%
of the Company's Common Stock, and together with the other directors and
executive officers of the Company, collectively beneficially owns approximately
47% of the Company's Common Stock. Assuming that all of the shares and Warrants
offered hereby are sold, after the Offering, Mr. David Feld will beneficially
own approximately 23% of the Company's Common Stock, and together with the other
directors and officers of the Company, collectively will beneficially own
approximately 26% of the Company's Common Stock. Accordingly, Mr. David Feld,
together with the other directors and executive officers of the Company, will
likely be able to effectively control most matters requiring approval by the
Company's shareholders, including the election of directors, before and after
the Offering. In addition, Mr. David Feld has pledged 5,439,578 shares to secure
loans. In the event of a default by Mr. David Feld, the sale of all or a large
block of the pledged shares by the lenders to one purchaser or a group of
purchasers acting in concert would result in such purchaser or group owning a
substantial block of the Company's Common Stock of the Company and being able to
significantly affect the outcome of the election of directors and of all votes
which require shareholder approval. See "Selling Shareholders".
RELATIONSHIP WITH SUPPLIERS; FOREIGN CURRENCY FLUCTUATIONS
The Company's business is dependent upon its ability to purchase both
brand-name and private label merchandise in large quantities and at attractive
prices. During fiscal 1997, approximately 43% of the dollar volume of all
merchandise purchased by the Company was purchased from ten vendors, and
approximately 35% of the dollar volume of all merchandise was purchased from
overseas vendors. The Company expects that purchases from overseas vendors as a
percentage of the total dollar volume purchased will decrease in the future.
While the Company believes that alternative sources of supply are available, any
disruption in
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<PAGE>
the Company's sources of supply could have a material adverse effect on its
business. Moreover, the Company historically has been able to hedge its exposure
to fluctuations in the relationship between the dollar and various foreign
exchange contracts and in May 1988, the Company amended its Loan and Security
Agreement with Foothill Capital Corporation to allow the Company to reduce its
exposure to foreign currency fluctuations by engaging in forward exchange
contracts. The Company anticipates that it will participate in these activities
in the future but at this time has not yet entered into such contracts.
DEPENDENCE ON SENIOR MANAGEMENT
The success of the Company's business will continue to be dependent upon
Messrs. David Feld, Leonard Wasserman, Frank Johnson and Gary Kellman and the
other members of senior management. The Company's continued growth also will
depend upon its ability to attract and retain additional skilled management
personnel and store managers.
SEASONALITY AND GENERAL ECONOMIC CONDITIONS
The Company's business is affected by the pattern of seasonality common to
most apparel retailers. Historically, the Company has generated a significant
portion of its net sales and the majority of its profits during its fourth
fiscal quarter, which includes the Christmas selling season, and has experienced
losses or nominal earnings in its first and third fiscal quarters. The Company's
operating results may be adversely affected by unfavorable local, regional or
national economic conditions, especially those affecting the Mid-Atlantic Region
where the Company's 25 stores are currently located. During recessionary
periods, consumers can be expected to reduce their spending on discretionary
items such as menswear.
COMPETITION
The retail menswear business is highly competitive with respect to price,
quality and style of merchandise and store location. The Company faces
competition for customers and store locations from large national and regional
department stores, various full-price menswear chains, a number of off-price
specialty retailers as well as local department stores, catalog retailers and
local menswear stores. Many of these competitors have significantly greater
financial and other resources than the Company. The retailing business is
affected by changes in consumer tastes, demographic trends and the type, number
and location of competing stores. In the future, the Company may experience
increased competition from menswear retailers attempting to imitate the
Company's strategy.
RESTRICTIONS ON CASH DIVIDENDS
Since its inception as a public company in 1992, the Company has not paid
any cash dividends. The Company's loan agreement prohibits the payment of cash
dividends.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of the Company's Common Stock and Warrants in the public market
could adversely affect the market price of the Company's Common Stock and
Warrants and could impair the Company's future ability to raise capital through
the sale of equity securities. As of June 11, 1998, the Company has 27,278,683
shares of Common Stock and 5,428,028 Warrants outstanding, all of which (after
giving effect to the Common Stock and Warrants to be registered hereby) are
available for resale in the public market without restriction, except for any
such shares held by persons who may be deemed to be "affiliates" of the Company.
In addition, the Company has registered under the Securities Act all of the
2,450,000 shares authorized for issuance under the Management Stock Option Plan.
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<PAGE>
ANTI-TAKEOVER PROVISIONS
The Amended and Restated Articles and Amended and Restated By-laws contain
provisions which may be deemed to be "anti-takeover" in nature in that such
provisions may deter, discourage or make more difficult the assumption of
control of the Company by another corporation or person through a tender offer,
merger, proxy contest or similar transaction. The Amended Articles permit the
Board of Directors to establish the rights, preferences, privileges and
restrictions of, and to issue, up to 5,000,000 shares of Preferred Stock without
shareholder approval. The Amended By-laws also provide for the staggered
election of directors to serve for four-year terms, subject to removal by
shareholders only for cause upon the vote of not less than 65% of the shares of
Common Stock cast at a shareholders' meeting and provide that the vote of at
least 60% of the votes entitled to be cast by all shareholders is required to
call special meetings of shareholders. Certain provisions of the Amended
Articles and Amended By-laws may not be amended except by a similar 65% vote.
For more information, see the Amended and Restated Articles of Incorporation and
the Amended and Restated Bylaws of the Company which are filed as Exhibits 2.1
and 2.2, respectively, to the Company's Form 8-A Report, filed with the
Commission on December 29, 1997. In addition, the Company is subject to certain
anti-takeover provisions of the Pennsylvania Business Corporation Law.
USE OF PROCEEDS
Today's Man will not receive any proceeds from the sale of the Common
Stock and the Warrants by the Selling Shareholder; provided however, the Company
will receive $2.70 per Warrant upon the exercise of a Warrant, if any, for
Common Stock. The proceeds received by the Company on the exercise of the
Warrants, if any, will be used for general working capital purposes.
SELLING SHAREHOLDERS
The following table sets forth information as of immediately prior to and
immediately after completion of the Offering relating to beneficial ownership of
the Company's Common Stock and Warrants by each Selling Shareholder. Except as
otherwise indicated, to the knowledge of the Company, the beneficial owners of
the Common Stock and the Warrants listed below have sole investment and voting
power with respect to such Common Stock and Warrants. All of the Selling
Shareholders were members of the Equity Investment Group, or transferees of such
persons, which purchased shares of Common Stock in a private placement in
connection with the Company's Plan of Reorganization. The Common Stock and
Warrants are being registered to permit public secondary trading in the Common
Stock and Warrants and the Selling Shareholders may reoffer the Common Stock and
Warrants for resale from time to time.
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<TABLE>
<CAPTION>
PERCENTAGE OF
BENEFICIAL
WARRANTS BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED OWNERSHIP(1)
------------------------------------ ----------------------------------- -------------------
Name
Of Owned Owned Owned Owned Owned Owned
Beneficial Prior to Offered After Prior to Offered After Prior to After
Owner Offering Hereby Offering Offering Hereby Offering Offering Offering
- ---------- --------- ---------- -------- --------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
James Ammeen 30,000 -- 30,000 355,000 250,000 105,000 1.3% *
Ira Brind(2) 208,000 208,000 -- 530,500 450,000 80,500 2.6% *
David Feld(3) 2,075,376 2,075,376 -- 8,352,713 1,663,288 6,689,425 35.4% 22.7%
Verna K. Gibson(4) 25,000 -- 25,000 327,500 200,000 127,500 1.3% *
Bruce C. Lindsay 50,000 50,000 -- 125,000 125,000 -- * --
Bernard J. Korman(5) 10,000 10,000 -- 1,567,000 1,527,000 40,000 5.8% *
Jeffrey Orleans -- -- -- 232,500 232,500 -- * --
Barry S. Pine(6) 4,017 -- 4,017 67,809 50,000 17,809 * *
Les Schwartzberg(7) 1,440 -- 1,440 272,881 250,000 22,881 * *
Leonard Wasserman(8) 102,609 102,609 -- 393,131 50,000 343,131 1.8% 1.3%
Wales Securities Limited(9) -- -- -- 500,000 500,000 -- 1.8% --
Benjamin D. Goldman(10) -- -- -- 12,500 12,500 -- * --
Robert and Dagmar Mendelsohn(10) -- -- -- 5,000 5,000 -- * --
</TABLE>
_________________________
* Less than one percent of the outstanding Common Stock of the Company.
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<PAGE>
(1) Percentage ownership shows the beneficial ownership of the Common Stock by
each Selling Shareholder assuming that all of the Warrants held by such
Selling Shareholder have been exercised. The securities "beneficially
owned" by a person are determined in accordance with the definition of
"beneficial ownership" set forth in the regulations of the Securities and
Exchange Commission and, accordingly, include securities owned by or for
the spouse, children or certain other relatives of such person as well as
other securities as to which the person has or shares voting or investment
power or has the right to acquire within 60 days after June 16, 1998. The
same shares may be beneficially owned by more than one person. Beneficial
ownership may be disclaimed as to certain of the securities.
(2) Mr. Brind is a member of the Board of Directors of Today's Man. Includes
Warrants to purchase 205,000 shares and options to purchase 40,000 shares
under the Management Stock Option Plan. Also includes 3,500 shares and
Warrants to purchase 1,000 shares held by Mr. Brind in trust for his
children and 7,000 shares and Warrants to purchase 2,000 shares owned by
his wife.
(3) Mr. Feld is Chairman of the Board, President and Chief Executive Officer
of Today's Man. Includes Warrants to purchase 2,074,789 shares and options
to purchase 100,000 shares under the Management Stock Option Plan. Also
includes 1,175 shares and Warrants to purchase 587 shares allocated to Mr.
David Feld's account in the 401(k) Profit Sharing Plan and 210,000 shares
of Common Stock currently held by Mr. Feld which are subject to an option
purchase agreement held by Alex. Brown Incorporated. A total of 5,439,578
shares have been pledged by Mr. David Feld to secure certain personal
loans. Excludes 124,100 shares and Warrants to purchase 62,050 shares held
in trusts for the benefit of Mr. David Feld's children, as to which Mr.
David Feld disclaims beneficial ownership. Mr. David Feld's address is c/o
Today's Man, Inc., 835 Lancer Drive, Moorestown, New Jersey 08057.
(4) Mrs. Gibson is a member of the Board of Directors of Today's Man. Includes
87,500 shares and Warrants to purchase 25,000 shares held in an Individual
Retirement Account for Ms. Gibson. Also includes options to purchase
40,000 shares under the Management Stock Option Plan.
(5) Mr. Korman is a member of the Board of Directors of Today's Man. Includes
Warrants to purchase 10,000 shares and options to purchase 40,000 shares
under the Management Stock Option Plan.
(6) Mr. Pine is Vice President, Controller and Chief Accounting Officer of
Today's Man. Includes 934 shares and Warrants to purchase 3,767 shares
allocated to his account in the 401(k) Profit Sharing Plan and options to
purchase 16,000 shares under the Management Stock Option Plan.
(7) Mr. Schwartzberg is Vice President Tailored Clothing of Today's Man.
Includes 2,881 shares and Warrants to purchase 1,440 shares allocated to
his 401(k) Profit Sharing Plan and options to purchase 20,000 shares under
the Management Stock Option Plan.
(8) Mr. Wasserman is the Executive Vice President of Operations and a member
of the Board of Directors of Today's Man. Includes Warrants to purchase
39,950 shares and options to purchase 80,000 shares under the Management
Stock Option Plan. Also includes 2,131 shares and Warrants to purchase 609
shares allocated to his account in the 401(k) Profit Sharing Plan and
124,100 shares and Warrants to purchase 62,050 shares held in trusts for
the benefit of Mr. David Feld's children for which trusts Mr. Wasserman is
trustee. Excludes shares held in trusts for the benefit of Mr. Wasserman's
children and grandchildren. Mr. Wasserman disclaims beneficial ownership
as to all such trust shares.
(9) Transferee of Continental Blue Limited.
(10) Transferee of Jeffrey Orleans.
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have not advised Today's Man of any specific
plans for the distribution of the Common Stock or Warrants covered by this
Prospectus. It is anticipated that the Common Stock and Warrants will be sold in
one or more transactions on the Nasdaq Stock Market (which may involve block
transactions), in special offerings, in negotiated transactions, or otherwise,
at prices and at terms then prevailing, at prices rated to such prevailing
market prices, or at negotiated prices. In effecting sales, Selling Shareholders
may engage one or more brokers or dealers to act as principal or agent in making
such sales. Such brokers or dealers may receive commissions or discounts from
the Selling Shareholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales, and their commissions or discounts and other
compensation may be regarded as underwriters compensation. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this Prospectus.
Upon Today's Man being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented Prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
The Registration Statement shall remain effective until the earlier of (i)
the date on which all of the Common Stock and Warrants included in the
Registration Statement have been distributed to the public and (ii) December 31,
1999.
Today's Man shall pay its own legal and accounting fees, all registration
and filing fees attributable to the registration of the Common Stock and
Warrants, all legal fees and filing fees relating to state securities or "blue
sky" filings, the filing fee payable to the Nasdaq National Market and all
printing fees incurred in connection herewith. Each Selling Shareholder shall
pay his, her or its own legal and accounting fees and any other expenses
incurred by the Selling Shareholder. Any commissions, discounts or other fees
payable to broker-dealers in connection with any sale of the Shares shall be
borne by the Selling Shareholder selling such Common Stock and Warrants.
LEGAL MATTERS
An opinion has been rendered by the law firm of Blank Rome Comisky &
McCauley LLP, Philadelphia, Pennsylvania, to the effect that, with respect to
the shares of Common Stock and the Warrants offered by the Selling Shareholders
hereby: (i) the outstanding shares of Common Stock offered by the Selling
Stockholder are legally issued, fully paid and non-assessable, (ii) the Warrants
are legally issued and binding obligations of the Company, and (iii) the shares
of Common Stock issuable upon exercise of the Warrants, when exercised, issued
and paid for as contemplated in the Warrant and the Warrant Agreement, will be
legally issued, fully paid and non-assessable.
-10-
<PAGE>
EXPERTS
The consolidated financial statements of Today's Man, Inc. appearing in
Today's Man, Inc.'s Annual Report (Form 10-K) for the year ended January 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon authority of such firm as experts in
accounting and auditing.
-11-
<PAGE>
No dealer, sales representative or any other person has been authorized
to give any information or to make any representations in connection with the
Offering other than those contained in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any of the Selling Shareholders. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the shares of Common Stock and Warrants to which it
relates or an offer to, or a solicitation of, any person in any jurisdiction
where such offer or solicitation would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company, or that
the information contained herein is correct as of any time subsequent to the
date hereof.
---------------------
TABLE OF CONTENTS
---------------------
Page
Available Information................................ 2
Incorporation of Documents by Reference.............. 2
The Company.......................................... 3
Risk Factors......................................... 4
Use of Proceeds...................................... 7
Selling Shareholders................................. 7
Plan of Distribution................................ 10
Legal Matters....................................... 10
Experts............................................. 11
7,761,273 SHARES AND
2,445,985 WARRANTS
TODAY'S MAN(REGISTERED TRADEMARK)
COMMON STOCK AND
COMMON STOCK PURCHASE WARRANTS
------------------
PROSPECTUS
------------------
The date of this Prospectus is June 18, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered, all of
which are being borne by the Registrant.
Securities and Exchange Commission Registration Fee............... $6,037
Accounting Fees and Expenses...................................... $10,000
Legal Fees and Expenses........................................... $15,000
Miscellaneous..................................................... $5,000
Total........................................... $36,037
Item 15. Indemnification of Directors and Officers.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
<PAGE>
Section 1745 provides that expenses (including attorney's fees)
incurred by an officer, director, employee or agent in defending a civil or
criminal action or proceeding may be paid by the corporation in advance of the
final disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer
of the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
the Company's Amended and Restated Articles of Incorporation and Amended and
Restated By-laws, copies of which are filed as Exhibits 2.1 and 2.22
respectively, to the Company's Form 8-A filed with the Commission on December
29, 1997, which provide in general that the Company shall indemnify its officers
and directors to the fullest extent authorized by law.
Item 16. Exhibits.
5.1 Opinion of Blank Rome Comisky & McCauley LLP as to the validity of the
issuance of the Common Stock and Warrants of Today's Man being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).
24.1 Power of Attorney of certain signatories (included on the Signature
Page).
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Today's Man pursuant to the foregoing provisions, or
<PAGE>
otherwise, Today's Man has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Today's Man of expenses incurred or paid by a director, officer or
controlling person of Today's Man in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Today's Man will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Moorestown, New Jersey, on the 15th day of June, 1998.
TODAY'S MAN, INC.
By: /s/ David Feld
-------------------------------------
David Feld, Chairman of the Board,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Feld and Frank E. Johnson, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, as well as any related registration
statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933 with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to enable the
Company to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the 15th day of June, 1998.
Name Title
- ---- -----
/s/ David Feld Chairman of the Board, President and
- ---------------------- Chief Executive Officer (principal executive officer)
David Feld
/s/ Leonard Wasserman Executive Vice President and Director
- ----------------------
Leonard Wasserman
/s/ Larry Feld Vice President, Secretary and Director
- ----------------------
Larry Feld
/s/ Barry S. Pine Vice President and Controller
- ---------------------- (principal accounting officer)
Barry S. Pine
/s/ Frank E. Johnson Executive Vice President and Chief Financial Officer
- ---------------------- (principal financial officer)
Frank E. Johnson
/s/ Ira Brind Director
- ----------------------
Ira Brind
Director
- ----------------------
Verna K. Gibson
/s/ Bernard J. Korman Director
- ----------------------
Bernard J. Korman
Director
- ----------------------
Randall Lambert
EXHIBIT 5.1
June 16, 1998
Today's Man, Inc.
835 Lancer Drive
Moorestown, NJ 08057
RE: Today's Man, Inc. Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Today's Man, Inc. (the "Company") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the offer and
sale of up to 7,761,273 shares of common stock, no par value (the "Common
Stock"), and 2,445,985 Common Stock Purchase Warrants ("Warrants") by the
certain Selling Shareholders ("Selling Shareholders") set forth on the
Registration Statement. This opinion is furnished pursuant to the requirements
of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in
connection with a variety of matters referred to us by it, our services are
limited to specific matters so referred. Consequently, we may not have knowledge
of many transactions in which the Company has engaged or its day-to-day
operations.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws, (ii) resolutions adopted by the Board of Directors
of the Company, (iii) the Warrant Agreement dated as of December 31, 1997
("Warrant Agreement") (iv) the Registration Statement. We have not performed any
independent investigation other than the document examination described above.
Our opinion is therefore qualified in all respects by the scope of that document
examination. We have assumed and relied, as to questions of fact and mixed
questions of law and fact, on the truth, completeness, authenticity and due
authorization of all
<PAGE>
certificates, documents, and records examined and the genuineness of all
signatures. This opinion is limited to the laws of the Commonwealth of
Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that (i)
the outstanding shares of Common Stock offered by the Selling Stockholder are
legally issued, fully paid and non-assessable, (ii) the Warrants are legally
issued and binding obligations of the Company, and (iii) the shares of Common
Stock issuable upon exercise of the Warrants, when exercised, issued and paid
for as contemplated in the Warrant and the Warrant Agreement, will be legally
issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registrant Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
-------------------------------------
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Today's Man,
Inc. pertaining to the resale, from time to time, of 7,761,273 shares of Common
Stock and 2,445,985 Common Stock Purchase Warrants and to the incorporation by
reference therein of our report dated March 18, 1998, with respect to the
consolidated financial statements of Today's Man, Inc. included in its Annual
Report (Form 10-K) for the year ended January 31, 1998 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Philadelphia, Pennsylvania
June 15, 1998
