SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement
(Pursuant to Section 14(a) of the Securities Exchange Act of
1934)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BISCAYNE APPAREL, INC.
(Name of Registrant as specified in its Charter)
BISCAYNE APPAREL, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Parties:
(4) Date Filed:
BISCAYNE APPAREL, INC.
________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 12, 1996
_________________________________
To the shareholders of
Biscayne Apparel, Inc.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders of Biscayne Apparel, Inc., a Florida corporation (the
"Company"), will be held at 9:00 a.m., local time, on Wednesday,
June 12, 1996, at the Grand Bay Hotel, 2669 South Bayshore Drive,
Miami, Florida, for the following purposes:
(1) To elect nine members to the Company's Board of Directors
to hold office until their terms shall expire or until
their successors are duly elected and qualified; and
(2) To transact such other business as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
April 19, 1996 as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof.
Whether or not you expect to be present, please sign, date and
return the enclosed proxy card in the enclosed pre-addressed
envelope as promptly as possible. No postage is required if mailed
in the United States.
By Order of the Board of Directors,
Peter W. Klein
Secretary
Clifton, New Jersey
April 22, 1996
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO
ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
ANNUAL MEETING OF SHAREHOLDERS
OF
BISCAYNE APPAREL, INC.
________________________________
PROXY STATEMENT
________________________________
DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Biscayne Apparel, Inc.,
a Florida corporation (the "Company"), of proxies from the holders
of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), for use at the 1996 Annual Meeting of Shareholders
of the Company, to be held on the 12th day of June, 1996, or any
adjournment(s) thereof (the "Annual Meeting"), pursuant to the
enclosed Notice of Annual Meeting. The approximate date this Proxy
Statement and the enclosed form of proxy are first being sent to
holders of Common Stock is April 22, 1996. The complete mailing
address, including zip code, of the principal executive offices of
the Company is 1373 Broad Street, Clifton, New Jersey 07013.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Board of
Directors of the Company. The giving of a proxy does not preclude
the right to vote in person should any shareholder giving the proxy
so desire. Shareholders have an unconditional right to revoke
their proxy at any time prior to the exercise thereof, either in
person at the Annual Meeting or by filing with the Secretary of the
Company at the Company's headquarters a written revocation or duly
executed proxy bearing a later date; however, no such revocation
will be effective until written notice of the revocation is
received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the
enclosed proxy is to be borne by the Company. In addition to the
use of mail, employees of the Company may solicit proxies
personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries.
Arrangements will be made with banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to
their principals and to request authority for the execution of
proxies. The Company will reimburse such persons for their
expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will
consider and vote upon the following matters:
1. The election of nine directors to serve until the next
Annual Meeting of Shareholders or until their successors
are duly elected and qualified; and
2. Such other business as may properly come before the
Annual Meeting, including any adjournments thereof.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant to
this solicitation (and which have not been revoked in accordance
with the procedures set forth above) will be voted (i) FOR the
election of the nine nominees for director named below, and (ii) in
favor of all other proposals as may properly come before the Annual
Meeting. In the event a shareholder specifies a different choice
by means of the enclosed proxy, his shares will be voted in
accordance with the specification so made.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on April
19, 1996 (the "Record Date"), as the record date for determining
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting. As of the Record Date there were 10,741,407
shares of Common Stock issued and outstanding, all of which are
entitled to be voted at the Annual Meeting. Holders of Common
Stock are entitled to one vote per share on each matter that is
submitted to shareholders for approval.
The attendance, in person or by proxy, of the holders of
shares of Common Stock representing a majority of the outstanding
shares of such stock is necessary to constitute a quorum. For
purposes of electing directors at the Annual Meeting, the nominees
receiving the greatest number of votes of Common Stock shall be
elected as directors. The affirmative vote of a majority of the
shares of common stock present in person or by proxy at the Annual
Meeting is required for the approval of any other matter that may
be submitted to vote of the shareholders. Abstentions are
considered as shares present and entitled to vote for purposes of
determining the presence of a quorum and for purposes of
determining the outcome of any matter submitted to the shareholders
for a vote, but are not counted as votes "for" or "against" any
matter. The inspectors of election will treat shares referred to
as "broker or nominee non-votes" (shares held by brokers or
nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote and the broker or
nominee does not have discretionary voting power on a particular
matter) as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. For purposes of
determining the outcome of any matter as to which the proxies
reflect broker or nominee non-votes, shares represented by such
proxies will be treated as not present and not entitled to vote on
that subject matter and therefore will not be considered by the
inspectors of election when counting votes cast on the matter (even
though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters.) If less
than a majority of the outstanding shares of Common Stock are
represented at the Annual Meeting, a majority of the shares so
represented may adjourn the Annual Meeting from time to time
without further notice.
SECURITY OWNERSHIP
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of March 29,
1996 by (a) each person known to the Company to own beneficially
more than 5 percent of the Company's outstanding Common Stock, (b)
each director (including nominees) who owns any such shares, (c)
each Named Executive Officer (see "Executive Compensation and Other
Information--Summary of Cash and Certain Other Compensation"), and
(d) the directors and executive officers of the Company as a group:
[CAPTION]
<TABLE>
<S> <C>
Name and Address of Beneficial Owner(1) Common Stock
Beneficially Owned(2)
Shares Percent
Trivest Special Situations Fund
1985, L.P.(3) 1,757,836 16.4%
Earl W. Powell(4) 686,925 6.4%
Phillip T. George, M.D.(5) 641,440 6.0%
John E. Pollack(6) 177,999 1.6%
Peter Vandenberg, Jr.(7) 52,436 *
John W. Partridge(8) 165,453 1.5%
James J. Pinto(9) 42,228 *
Harold E. Berritt(10) 17,865 *
Joseph B. Gildenhorn (11) 87,362 *
Kurt C. Gutfreund (12) 415,541 3.9%
Directors and executive officers
as a group (10 persons)(13) 4,063,276 36.3%
</TABLE>
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the
beneficial owners identified is 2665 South Bayshore Drive,
Suite 800, Miami, Florida 33133.
(2) Unless otherwise indicated, each person or group has sole
voting and investment power with respect to all such shares.
For purposes of this table, a person is deemed to have
"beneficial ownership" of any shares as of a given date which
the person has the right to acquire within 60 days after such
date. For purposes of computing the outstanding shares held
by each person named above on a given date, any shares which
such person has the right to acquire within 60 days after such
date is deemed to be outstanding, but is not deemed to be
outstanding for the purpose of computing the percentage
ownership of any other person.
(3) Trivest Special Situations Fund 1985, L.P. ("TSSF") is a
Delaware limited partnership of which Trivest Associates,
L.P., a Delaware limited partnership ("Associates"), is
general partner. The general partner of Associates is
Trivest, Inc., a Delaware corporation ("Trivest"), whose
shares are owned by Messrs. George and Powell. Blue Sky
Partners, a Florida general partnership whose partners are
Messrs. George and Powell; Messrs. Pinto and Powell; Dr.
George and his spouse; and Mr. Pollack's spouse are limited
partners of TSSF. In addition, Messrs. George, Pinto and
Powell are limited partners of Associates.
(4) Includes (i) 618,570 shares of Common Stock directly owned;
and (ii) 55,125 shares of Common Stock issuable upon exercise
of presently exercisable options granted pursuant to the
Company's 1987 Stock Option Plan; and (iii) 13,230 shares of
Common Stock issuable upon exercise of presently exercisable
options granted pursuant to the Company's Amended and Restated
1990 Stock Option Plan. Does not include shares indicated as
owned of record by TSSF (see footnote 3 above) or 99,224
shares of restricted stock owned beneficially and of record
by Trivest.
(5) Includes (i) 552,799 shares of Common Stock directly owned;
and (ii) 52,258 shares of Common Stock held of record by Dr.
George as custodian for his minor children under the Florida
Uniform Gift to Minors Act, as to which Dr. George disclaims
beneficial ownership; and (iii) 25,908 shares of Common Stock
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Stock Option Plan; and
(iv) 10,475 shares of Common Stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's Amended and Restated 1990 Stock Option Plan. Does
not include shares indicated as owned of record by TSSF (see
footnote 3 above) or 99,224 shares of restricted stock owned
beneficially and of record by Trivest.
(6) Includes (i) 40,162 shares of Common Stock directly owned;
(ii) 75,820 shares of Common Stock beneficially owned by Mr.
Pollack's spouse and as to which Mr. Pollack disclaims
beneficial ownership; (iii) 16,538 shares of Common Stock
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Stock Option Plan; and
(iv) 45,479 shares of Common Stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's Amended and Restated 1990 Stock Option Plan. Does
not include (i) shares indicated as owned of record by TSSF
(see footnote 3 above); or (ii) 1,874 shares of Common Stock
held for Mr. Pollack's benefit under the Andy Johns Fashions
Profit Sharing Plan and Trust. Mr. Pollack's address is 1373
Broad Street, Clifton, New Jersey 07013.
(7) Includes (i) 17,523 shares of Common Stock directly owned; and
(ii) 23,888 shares of Common Stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's 1987 Stock Option Plan; and (iii) 11,025 shares of
Common Stock issuable upon exercise of presently exercisable
options granted pursuant to the Company's Amended and Restated
1990 Stock Option Plan. Mr. Vandenberg's address is 1373
Broad Street, Clifton, New Jersey 07013.
(8) Includes (i) 13,711 shares of Common Stock directly owned;
(ii) 133,877 shares of Common Stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's 1987 Stock Option Plan; (iii) 6,615 shares of Common
Stock issuable upon exercise of presently exercisable options
granted pursuant to the Company's Amended and Restated 1990
Stock Option Plan; and (iv) 11,250 shares of Common Stock
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1994 Stock Option Plan.
(9) Includes (i) 2,313 shares of Common Stock directly owned; (ii)
28,665 shares of Common Stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's Amended and Restated 1990 Stock Option Plan; and
(iii) 11,250 shares of common stock issuable upon exercise of
presently exercisable options granted pursuant to the
Company's 1994 Stock Option Plan. Mr. Pinto's address is 235
Sunrise Highway, Suite 3224, Palm Beach, Florida 32480.
(10) The number of shares of Common Stock includes (i) 6,615 shares
of Common Stock issuable upon exercise of presently
exercisable options granted pursuant to the Company's Amended
and Restated 1990 Stock Option Plan; and (ii) 11,250 shares
of Common Stock issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1994
Stock Option Plan. Mr. Berritt's address is 2500 First Union
Financial Center, 200 South Biscayne Boulevard, Miami, Florida
33131.
(11) Includes (i) 76,112 shares directly owned; (ii) 3,150 shares
of Common Stock issuable upon exercise of presently
exercisable options granted pursuant to the Company's Amended
and Restated 1990 Stock Option Plan; and (iii) 11,250 shares
of Common Stock issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1994
Stock Option Plan. Mr. Gildenhorn's address is 1250
Connecticut Avenue, NW, Washington, DC 20036.
(12) Includes 27,463 shares of Common Stock held in escrow to
secure certain indemnification obligations of Mr. Gutfreund
incurred in connection with the Company's acquisition of M&L
International, Inc. Mr. Gutfreund's address is 1333 North
Kingsbury Street, Chicago, Illinois 60622.
(13) Includes shares owned of record by TSSF and shares
beneficially owned by directors and executive officers, as
described in footnotes 4,5,6,7, 8,9,10,11 and 12 above. The
number of shares of Common Stock also includes an aggregate
of 18,191 shares beneficially owned by Mr. Klein, the
Company's Vice President, General Counsel and Secretary, which
consists of (i) 13,781 shares issuable upon the exercise of
presently exercisable options granted pursuant to the
Company's 1987 Stock Option Plan, and (ii) 4,410 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's Amended and Restated 1990
Stock Option Plan. Does not include 99,224 shares of
restricted stock owned beneficially and of record by Trivest.
ELECTION OF DIRECTORS
NOMINEES
The Company's Amended and Restated Articles of Incorporation
provide that the number of directors constituting the Company's
Board of Directors shall consist of not less than three nor more
than ten members, the exact number of directors to be determined
from time to time by resolution adopted by the Board of Directors.
The Company's Bylaws provide that the number of directors shall be
fixed from time to time, within the limits specified by the
Articles of Incorporation, by resolution of the Board of Directors.
The Board of Directors has fixed at nine the number of directors
that will constitute the Board for the ensuing year. Each director
elected at the Annual Meeting will serve for a term expiring at the
1997 Annual Meeting of Shareholders, expected to be held in May
1997, or until his successor has been duly elected and qualified.
Each of the incumbent directors has been nominated as a director to
be elected at the Annual Meeting by the holders of Common Stock and
proxies will be voted for such persons absent contrary
instructions.
The Board of Directors has no reason to believe that any
nominee will refuse to act or be unable to accept election;
however, in the event that a nominee for a directorship is unable
to accept election or if any other unforeseen contingencies should
arise, it is intended that proxies will be voted for the remaining
nominees and for such other person as may be designated by the
Board of Directors, unless it is directed by a proxy to do
otherwise.
Each of the nominees for election as a director of the Company
is a current member of the Board of Directors. Messrs Powell, Pinto
and George have served as directors since 1985, Mr. Partridge has
served as a director since 1987, Mr. Pollack has served as a
director since September 1991, Mr. Berritt has served as a director
since January 1993, Mr. Gildenhorn and Mr. Vandenberg have served
as directors since November 1994 and Mr. Gutfreund has served as a
director since December 1994.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
[CAPTION]
<TABLE>
<S> <C> <C>
Name Age Position(s) Held With The Company
Earl W. Powell 57 Chairman of the Board
Phillip T. George, M.D. 56 Vice Chairman of the Board
John E. Pollack 51 President, Chief Executive Officer
and Director
Peter Vandenberg, Jr. 41 Vice President, Treasurer, Chief
Financial Officer and Director
Peter W. Klein 40 Vice President, General Counsel and
Secretary
Harold E. Berritt 60 Director
Joseph B. Gildenhorn 66 Director
Kurt C. Gutfreund 58 Director
John W. Partridge 67 Director
James J. Pinto 45 Director
</TABLE>
Mr. Powell has served as Chairman of the Board of the Company
since October 1985. He served as President and Chief Executive
Officer of the Company at various times since October 1985. He
resigned as Chief Executive Officer in March 1995 in connection
with the appointment of Mr. Pollack to that position. Since May
1984, Mr. Powell has served as Chairman of Atlantis Plastics, Inc.,
an American Stock Exchange company whose subsidiaries are engaged
in the plastics industry ("Atlantis"). Mr. Powell served as Chief
Executive Officer of Atlantis from May 1984 to February 1995 and as
President of Atlantis from November 1993 to February 1995. Mr.
Powell also serves as President and Chief Executive officer of
Trivest, a private investment firm formed by Messrs. Powell and
George in 1981 that specializes in management services and
acquisitions, dispositions and leveraged buyouts. Mr. Powell also
serves as Chairman of the Board of Directors of WinsLoew Furniture,
Inc., a Nasdaq National Market company, engaged in the manufacture
of contract seating and casual and ready-to-assemble furniture
("WinsLoew") and ElectroStar, Inc., a Nasdaq National Market
Company engaged in the manufacture of complex rigid printed circuit
boards used in sophisticated electronic equipment ("ElectroStar").
From 1971 until 1985, Mr. Powell was a partner with KPMG/Peat
Marwick, Certified Public Accountants ("Peat Marwick"), where his
positions included serving as managing partner of Peat Marwick's
Miami office.
Dr. George has served as a Vice Chairman of the Company since
October 1985. Dr. George also serves as Vice Chairman of Atlantis'
Board of Directors, as a director of WinsLoew and ElectroStar and
as Chairman of the Board of Trivest. Dr. George's executive
position with Trivest has been his principal occupation since
retiring from the private practice of plastic and reconstructive
surgery in February 1986.
Mr. Pollack has served as a director and as President of the
Company and its Biscayne Apparel International, Inc. subsidiary
since September 1991. He was appointed Chief Executive Officer in
March 1995. Mr. Pollack served as an executive officer of the Andy
Johns Fashions International Division of Biscayne Apparel
International, Inc. from May 1986 until September 1991 and has
served as President of Biscayne Apparel International, Inc. since
September 1991. Mr. Pollack was a founder, stockholder and director
of the corporate predecessor of Andy Johns Fashions and served as
Vice President and Chief Operating Officer of that company from its
founding in 1975 until its acquisition by the Company in May 1986.
Mr. Vandenberg, a Certified Public Accountant, joined the
Company in January 1987 and has served as Vice President, Treasurer
and Chief Financial Officer since such time (except for the period
from April 1991 to September 1991, when he served as a Vice
President of the Company and as an executive officer of Trivest).
He was appointed a director of the Company in November 1994. Mr.
Vandenberg served in various capacities with Peat Marwick from
December 1977 until January 1987, and was a senior manager of that
firm from July 1984 until joining the Company.
Mr. Klein joined the Company in June 1986 and has served as
Vice President, General Counsel and Secretary since such time. Mr.
Klein has served as an executive officer and General Counsel of
Trivest since May 1986 and is presently Senior Vice President and
Managing Director of Trivest. Mr. Klein has also served as Vice
President, General Counsel and Secretary of Atlantis since May
1986. Mr. Klein serves as a director of WinsLoew. Prior to
joining the Company, Mr. Klein practiced law in Chicago, Illinois
and Cleveland, Ohio.
Mr. Berritt was appointed a director of the Company in January
1993. Mr. Berritt has been a partner with the law firm of Rubin
Baum Levin Constant & Friedman since July 1995. From 1969 until
April 1995, Mr. Berritt was a partner with the law firm of Pryor,
Cashman, Sherman & Flynn. He is a director of Claire's Stores,
Inc., a fashion accessories retailer whose shares are listed on the
New York Stock Exchange.
Mr. Gildenhorn, a director of the Company since November 1994,
is a founder and served as President of The JBG Companies, a
diversified real estate development and management company from
1960 to 1989. He is a founding partner of Brown, Gildenhorn &
Jacobs, a Washington, D.C. law firm, and served as United States
Ambassador to Switzerland from August 1989 to March 1993. Mr.
Gildenhorn is Chairman of the Board of Franklin National Bank and
a director of Franklin Bancorporation, Washington, D.C. He also
serves as a director of The Mills Corporation, a real estate
investment trust, traded on the New York Stock Exchange.
Mr. Gutfreund, a director of the Company since December 1994,
has served as the President and Chief Executive Officer of M&L
International, Inc. (and its predecessors) since 1980, and has been
associated with that company since 1960.
Mr. Partridge is the President and Chief Executive Officer of
SP Industries Limited Partnership ("SP Industries"). He has been
a director of the Company since June 1987 and served as President
and Chief Executive Officer of the Company from June 1987 to April
1991.
Mr. Pinto, a director of the Company since December 1985, has
been Chairman of National Capital Management Corp., a specialty
finance company, since 1989. Since 1990, Mr. Pinto also has been
the President of Private Finance Group Corporation, an investment
firm. Mr. Pinto also serves as a director of Andersen Group, Inc.,
an electronics products company, and ElectroStar.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held three meetings during 1995. Each
director attended at least 75 percent of the aggregate of (i) the
number of such meetings, and (ii) the number of meetings of
committees of the Board of Directors held during 1995.
The Board of Directors has established three standing
committees: (1) the Executive Committee, (2) the Audit Committee,
and (3) the Compensation Committee.
Messrs. Powell, George and Pollack are members of the
Executive Committee, which took certain actions by unanimous
written consent during 1995. The Executive Committee has and may
exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Company.
Messrs. Pinto and Partridge are members of the Audit
Committee, which held one meeting during 1995. Mr. Gildenhorn was
appointed to the Audit Committee in March 1996 and presently serves
as its chairman. The duties and responsibilities of the Audit
Committee include (a) recommending to the full Board the
appointment of the Company's auditors and any termination of
engagement, (b) reviewing the plan and scope of audits, (c)
reviewing the Company's significant accounting policies and
internal controls, and (d) having general responsibility for all
related auditing matters.
Messrs. Berritt, Gildenhorn and Pinto are members of the
Compensation Committee. Mr. Berritt is Chairman of that committee.
The Compensation Committee is responsible for setting and
administering policies that govern annual compensation of the
Company's executive officers. The Compensation Committee has the
exclusive power and authority to make compensation decisions
affecting the Management Agreement between Trivest and the Company
(see "Certain Relationships and Related Transactions - Amended and
Restated Management Agreement"), and makes recommendations to the
Board of Directors on compensation matters affecting the Company's
executive officers. The Compensation Committee administers the
Company's 1987 Stock Option Plan, Amended and Restated 1990 Stock
Option Plan and the 1994 Stock Option Plan. The Compensation
Committee took certain actions by unanimous written consent during
1995.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company and its
subsidiaries to or on behalf of the Company's Chief Executive
Officer and each of the most highly compensated executive officers
of the Company whose total annual salary and bonus, determined as
of the end of the last fiscal year, exceeded $100,000 (the "Named
Executive Officers"), for the fiscal years ended December 31, 1995,
1994 and 1993:
SUMMARY COMPENSATION TABLE
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
Annual Compensation
Other
Name and Annual
Principal PositionYear Salary Bonus Compensation
Earl W. Powell 1995 --- --- ---
Chief Executive 1994 --- --- ---
Officer(1) 1993 --- --- ---
John E. Pollack 1995 360,672 --- ---
President and 1994 346,801 189,350 ---
Chief Executive
Officer(1) 1993 336,700 165,000 ---
Peter Vandenberg,
Jr. 1995 177,580 --- ---
Vice President 1994 170,733 94,640 ---
Treasurer and Chief
Financial
Officer 1993 165,849 94,640 ---
(continued)
<S> <C> <C>
Long Term
Compensation
Awards Payouts
All Other
Options LTIP Compensation
Earl W. Powell --- --- ---
Chief Executive --- --- ---
Officer(1) 30,000 --- ---
John E. Pollack --- --- ---
President and --- --- 3,288(2)
Chief Executive
Officer(1) 50,000 --- 135,591(2)(3)
Peter Vandenberg,
Jr. --- --- ---
Vice President --- --- 3,288(2)
Treasurer and
Chief Financial
Officer 25,000 --- 2,410(2)
</TABLE>
(1) Mr. Powell resigned as Chief Executive Officer in March 1995
in connection with the appointment of Mr. Pollack to that
position.
(2) Includes contributions by the Company to the Andy Johns
Fashions Profit Sharing Plan, a retirement plan that covers
certain employees of the Company and its subsidiaries, of (a)
$3,427 on behalf of Mr. Pollack for 1993 and $3,288 for 1994,
and (b) $2,410 on behalf of Mr. Vandenberg for 1993 and $3,288
for 1994.
(3) Prior to being named President and Chief Operating Officer of
the Company in September 1991, Mr. Pollack was employed by the
Company's Biscayne Apparel International, Inc. subsidiary
pursuant to a written employment agreement which has been
terminated (the "Prior Agreement"). Pursuant to an agreement
between Mr. Pollack and the Company, Mr. Pollack agreed to
defer payment of the sum of $96,875, which was otherwise
payable to him on March 15, 1990 pursuant to the terms of the
Prior Agreement. The deferred amount bore interest at the
rate of 10% per annum, and was paid to Mr. Pollack in 1993.
The amount included in the "All Other Compensation" column for
1993 includes the $96,875 amount deferred, together with
interest thereon from March 15, 1990 in the amount of $35,289.
OPTION GRANTS
No options or stock appreciation rights were granted to the
Named Executive Officers during 1995.
STOCK OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS
No Named Executive Officer exercised stock options during the
year ended December 31, 1995. The following table sets forth
information, with respect to the Named Executive Officers,
concerning unexercised options held by them as of the end of such
fiscal year:
OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
[CAPTION]
<TABLE>
<S> <C>
Aggregated Option Exercises in Last Fiscal Year,
and Fiscal Year-End Option Value
Number of Unexercised
Options at
December 31, 1995
Name Exercisable Unexercisable
Earl W. Powell 68,355 19,845
John E. Pollack 57,331 37,761
Peter Vandenberg, Jr. 34,913 16,538
(continued)
<S> <C>
Value of Unexercised
In-the-Money
Options at
December 31, 1995
Name Exercisable Unexercisable
Earl W. Powell (1) (1)
John E. Pollack (1) (1)
Peter Vandenberg, Jr. (1) (1)
</TABLE>
(1) The closing sale price for the Company's Common Stock as
reported by the American Stock Exchange on December 29, 1995
was $1.00. As of such date, no options were in-the-money
since the exercise price of the options exceeded the fair
market value of the underlying securities.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has no written employment contracts with its
executive officers. Effective January 1, 1993, the Board of
Directors approved an employment arrangement with Mr. Pollack, the
Company's President and Chief Executive Officer. Pursuant to this
arrangement, Mr. Pollack receives an annual base salary which is
adjusted annually to reflect cost of living increases, and is
entitled to receive a performance-based bonus in an amount
generally equal to 16 2/3% of the amount by which the Company's
annual operating profit exceeds an 8% return on annual sales. In
the event Mr. Pollack's employment is terminated by the Company
without cause, he is entitled to receive his base salary for a
period of six months following the date of such termination.
Mr. Pollack is bound by certain restrictive covenants, including an
obligation not to compete with the Company or its subsidiaries,
during the period he is employed by the Company and for a two year
period following the date his employment is terminated for any
reason.
Effective January 1, 1993, the Board of Directors approved an
employment arrangement with Mr. Vandenberg, the Company's Vice
President, Treasurer and Chief Financial Officer. Pursuant to this
arrangement, Mr. Vandenberg receives an annual base salary which is
adjusted annually to reflect cost of living increases, and is
entitled to receive a performance-based bonus in an amount
generally equal to 8 1/3% of the amount by which the Company's
annual operating profit exceeds an 8% return on annual sales.
Each of the Named Executive Officers holds options to purchase
Common Stock granted under the Company's 1987 Stock Option Plan
and/or the Company's Amended and Restated 1990 Stock Option Plan.
To the extent not already exercisable, such options generally
become exercisable upon liquidation or dissolution of the Company,
a sale or other disposition of all or substantially all of the
Company's assets, or a merger or consolidation pursuant to which
either (i) the Company does not survive, or (ii) ownership of more
than 49% of the voting power of the Company's voting stock is
transferred. In addition, the Compensation Committee of the Board
of Directors has the discretion to grant "limited stock
appreciation rights" with respect to options granted under the 1987
Stock Option Plan, pursuant to which, in the event of any tender
offer or exchange offer by a third party for more than 20% of the
Company's outstanding Common Stock, the options will automatically
be canceled in return for cash payment to the optionee in an amount
equal to the difference between the highest price paid per share by
the acquirer in such transaction and the exercise price.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange
Commission, the Compensation Committee of the Board of Directors of
the Company is required to provide a report explaining the
rationale and considerations that led to fundamental compensation
decisions affecting the Company's executive officers (including the
Named Executive Officers) during the past fiscal year.
The Compensation Committee is responsible for setting and
administering policies that govern annual compensation of the
Company's executive officers, as well as the Company's stock option
plans. The Compensation Committee is comprised of independent
directors, none of whom have interlocking or other relationships
with the Company that would call into question their independence
as Compensation Committee members.
Mr. Powell, the Company's Chairman and its Chief Executive
Officer through March 1995, was not compensated by the Company or
its subsidiaries during the past fiscal year. Trivest, Inc., of
which Mr. Powell and Dr. George, the Vice Chairman of the Company's
Board of Directors, are shareholders, directors and executive
officers, provides management services to the Company and its
subsidiaries and receives compensation from the Company pursuant to
the terms of a management agreement. See "Certain Relationships and
Related Transactions--Amended and Restated Management Agreement."
The Compensation Committee's general philosophy with respect
to the compensation of the Company's other executive officers is to
offer competitive compensation programs designed to attract and
retain key executives critical to the long-term success of the
Company and to recognize an individual's contribution and personal
performance. Such compensation programs include a base salary and
annual performance-based bonus as well as stock option plans
designed to provide long-term incentives. In addition, the
Compensation Committee may recommend the grant of discretionary
bonuses to the Company's executive officers.
The base salary for Mr. Pollack, the Company's Chief Executive
Officer, and Mr. Vandenberg, the Company's Chief Financial Officer,
have been fixed at a level which the Compensation Committee
believes is competitive with amounts paid to senior executives with
comparable qualifications, experience and responsibilities. The
annual performance bonus has been structured to reward these
executive officers for delivering profitable short-term performance
of the Company's operating units and the Company as a whole. Based
on the employment arrangements with such executive officers,
Messrs. Pollack and Vandenberg received no bonuses with respect to
fiscal year 1995.
Harold E. Berritt
Joseph B. Gildenhorn
James J. Pinto
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on the
Company's Common Stock against the cumulative total return of the
Standard & Poor's Textile-Apparel Manufacturer Index and the
Russell 2000 Index for the last five fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG BISCAYNE APPAREL, INC., THE RUSSELL 2000 INDEX
AND THE S&P TEXTILE-APPAREL MANUFACTURER INDEX
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/90 12/91 12/92 12/93 12/94 12/95
Biscayne Apparel,
Inc. 100 127 218 327 353 160
Russell 2000 100 146 173 206 202 260
S&P Textile-
Apparel Mfr 100 160 171 129 126 142
</TABLE>
* $100 invested on 12/31/90 in stock or index including
reinvestment of dividends.
Fiscal year ending December 31.
DIRECTOR COMPENSATION
The Company pays Messrs. Berritt, Gildenhorn, Partridge and
Pinto an annual retainer of $15,000, payable quarterly, and a $750
fee for each meeting of the Board attended ($500 in the case of
telephonic meetings.) In addition, members of the Audit Committee
and the Compensation Committee receive a $750 fee for attendance at
each committee meeting ($500 in the case of telephonic meetings.)
The Company reimburses all directors for their expenses in
connection with their activities as directors of the Company.
Messrs. Berritt, Gildenhorn, Partridge and Pinto have agreed that,
with respect to 1996 only, the annual retainer shall be paid to the
directors as follows: (i) $3,750 paid in cash, and (ii) options to
purchase 11,250 shares of Commons Stock granted to each director
under the Company's 1994 Stock Option Plan. Pursuant to such
arrangement, each of Messrs. Berritt, Gildenhorn, Partridge and
Pinto received a cash payment of $3,750 in January 1996 and were
granted immediately exercisable options on March 26, 1996 to
purchase 11,250 shares of Common Stock at an exercise price of
$0.75 per share (the fair market value of the Company's Common
Stock on the day prior to such grant).
Each of the foregoing non-employee directors participates or
is eligible to participate in the Company's 1987 Disinterested
Directors Stock Option Plan, the Company's Amended and Restated
1990 Stock Option Plan and the Company's 1994 Stock Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive
officers, and persons who own more than 10 percent of the Company's
Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Officers, directors and greater than 10
percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and representations
that no other reports were required, during the fiscal year ended
December 31, 1995, all Section 16(a) filing requirements applicable
to its officers, directors and greater than ten percent beneficial
owners were complied with, except that one report was filed late by
John W. Partridge.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Acquisition of M&L International, Inc. and Bridge Financing.
On November 30, 1994, the Company acquired M&L International, Inc.,
an Illinois corporation ("M&L"). In connection with the
acquisition of M&L, the Company assumed $1,050,000 aggregate
principal amount of junior subordinated indebtedness payable to
Kurt C. Gutfreund (the "Junior Subordinated Indebtedness"), a
director of Company. In order to finance a portion of the
purchase price for the acquisition of M&L, the Company issued 12%
Senior Subordinated Bridge Note (the "Bridge Notes") to Trivest
Special Situations Fund 1985, L.P., a Delaware limited partnership
("TSSF") ($2,000,000 aggregate principal amount), Trivest
Segregated Asset Account, a deferred annuity investment fund
("TSAA") ($1,200,000 aggregate principal amount), Earl W. Powell
($300,000 aggregate principal amount), Mr. Gutfreund ($216,876
aggregate principal amount) and James J. Pinto ($500,000 aggregate
principal amount). Messrs. Powell, Gutfreund and Pinto are
directors of the Company and Mr. Powell also serves as the Chairman
of the Board of the Company. TSSF is controlled by Trivest or
affiliates of Trivest. TSAA, whose assets were assigned to Trivest
Annuity Fund, Ltd., a Florida limited partnership, on January 1,
1996, is also controlled by Trivest or affiliates of Trivest.
The Bridge Notes and the Junior Subordinated Indebtedness were
repaid in March 1995 from the proceeds of a credit facility made
available to the Company and its subsidiaries by a syndicate of
commercial banks. During 1995, the Company made interest payments
totaling (i) $28,058 to Mr. Gutfreund with respect to the Junior
Subordinated Indebtedness; and (ii) $50,000, $30,000, $7,500,
$5,422 and $12,500 to TSSF, TSAA, Mr. Powell, Mr. Gutfreund and Mr.
Pinto, respectively, with respect to the Bridge Notes.
In connection with the acquisition of M&L, Trivest earned a
transaction fee of $360,000 pursuant to the terms of its management
agreement with the Company, which was paid by the Company in March
1995.
Amended and Restated Management Agreement. Trivest has
rendered consulting, financial and management services to the
Company, including advice and assistance with respect to
acquisitions, since October 1985. Pursuant to its Amended and
Restated Management Agreement, dated as of November 30, 1994 (the
"Restated Management Agreement"), Trivest has agreed to (i)
identify and provide the Company with a right of first refusal to
acquire businesses in the apparel industry, and (ii) provide its
corporate finance, strategic planning and other management
expertise to the Company and its subsidiaries. If an additional
industry is designated by the Company's Board of Directors, Trivest
will provide the Company with a right of first refusal to acquire
businesses in that industry unless Trivest then has a management,
acquisition or other commitment with respect to that industry.
The Restated Management Agreement, which expires on January 1,
1998, was entered into in connection with the Company's acquisition
of M&L and provides for annual base compensation of $357,250
(adjusted annually to reflect cost of living increases). Effective
January 1, 1996, the Restated Management Agreement was amended to
provide that the annual base compensation payable to Trivest, with
respect to 1996 only, be reduced to $180,000. Trivest received
aggregate cash compensation from the Company of $365,996 with
respect to the Company's 1995 fiscal year.
In the event additional business operations are acquired by
the Company, Trivest's annual base compensation will be increased
by the greater of (i) $100,000, or (ii) five percent of the
projected annual earnings before interest and taxes of any such
acquired business (subject to adjustment, however, in the event the
Company's Board of Directors determines such amount to be
inappropriate). In addition, Trivest is entitled to receive an
acquisition fee of up to three percent of the purchase price for
any acquisition introduced to the Company by it and approved by the
Board of Directors.
Trivest Legal Department. Trivest maintains an internal legal
department, headed by Mr. Klein. The Trivest legal department
accounts for its time on an hourly basis and bills Trivest and its
affiliates, including the Company, for services rendered at
prevailing rates. In 1995, the Company paid Trivest $78,330 for
services rendered by the Trivest legal department. The Company
believes that the fees charged by the Trivest legal department in
1995 were no less favorable to the Company than fees charged by
unaffiliated third parties for similar services.
Insurance Services. Since 1986, DGP Insurance Agency, Inc.
("DGP"), a risk manager and insurance broker, has provided risk
management and insurance services to affiliates of Trivest,
including the Company. Messrs. George and Powell collectively own
100 percent of DGP, which is managed by an established unrelated
insurance broker. DGP provides services exclusively to affiliates
of Messrs. George and Powell, including the Company. For such
services, DGP receives 50 percent of the commissions received by
the unrelated insurance broker in connection with policies written.
DGP received approximately $19,350 in commissions from the
Company's 1995 insurance premiums.
Subordinated Notes. Trivest Special Situations Fund 1985,
L.P., a Delaware limited partnership, is the holder of record of
$1,400,800 principal amount of the 13% Subordinated Notes due
December 1999 issued by the Company in December 1989 (the "Notes").
Certain directors of the Company and their affiliates are limited
partners of TSSF and/or its general partner, Trivest Associates,
L.P. See "Security Ownership," Note 3. In 1995, the Company made
interest payments totalling $182,104 to TSSF as a result of its
ownership of its Notes.
Interest in Vendor. Mr. Pollack owns 16 2/3% of the capital
stock of Phar-Shar Manufacturing Company, Inc., a Kentucky
corporation ("Phar-Shar"), which provides warehousing and shipping
services to the Company's Biscayne Apparel International, Inc. and
Mackintosh of New England Co. subsidiaries. In 1995, the Company
paid approximately $633,112 in warehousing and shipping expenses to
Phar-Shar. The Company has a right of first refusal to acquire Mr.
Pollack's shares of Phar-Shar common stock for so long as he
remains an employee of the Company or its subsidiaries.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for year ended
December 31, 1995 were and for 1996 will be the firm of Coopers &
Lybrand L.L.P. It is not expected that representatives of such
firm will attend the Annual Meeting.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly
come before the Annual Meeting, the persons named in the
accompanying proxy will vote proxies as in their discretion they
may deem appropriate, unless they are directed by a proxy to do
otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and
Exchange Commission, a shareholder intending to present a proposal
to be presented at the 1997 Annual Meeting of Shareholders must
deliver a proposal in writing to the Company's principal executive
offices on or before December 24, 1996.
By Order Of The Board Of Directors
Peter W. Klein
Secretary
Clifton, New Jersey
April 22, 1996
FORM OF PROXY
BISCAYNE APPAREL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
The undersigned, a shareholder of
BISCAYNE APPAREL, INC., a Florida corporation (the "Company"),
hereby appoints Earl W. Powell and Phillip T. George M.D., and each
of them, as proxies for the undersigned, each with full power of
substitution, and hereby authorizes them to represent and to vote,
as designated on the reverse, all of the shares of stock of the
Company held of record by the undersigned at the close of business
on April 19, 1996 at the Annual Meeting of Shareholders of the
Company to be held at the Grand Bay Hotel, 2669 South Bayshore
Drive, Miami, Florida, on June 12, 1996 at 9:00 a.m., local time,
and at any adjournments thereof.
(See reverse side)
(Continued from other side)
The Board of Directors unanimously
recommends a vote FOR each proposal.
1. ELECTION OF Harold E. Berritt,
DIRECTORS Phillip T. George, M.D.,
Joseph B. Gildenhorn,
Kurt C. Gutfreund,
John W. Partridge,
James J. Pinto,
John E. Pollack,
Earl W. Powell and
Peter Vandenberg, Jr.
[ ] VOTE FOR all nominees listed above, except authority to vote
withheld from the following nominees (if any).
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
above.
[ ] AUTHORITY TO VOTE WITHHELD from all nominees.
2. Upon such other matters as may properly come before
such Annual Meeting or any adjournments thereof. In their
discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ALL OF THE PROPOSALS.
The undersigned hereby acknowledges receipt of (1) the Notice
of Annual Meeting for the 1996 Annual Meeting, (2) the Proxy
Statement, and (3) the 1996 Annual Report to Shareholders.
Dated: _________________, 1996
______________________________________
(Signature)
______________________________________
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name appears hereon and mail
it promptly even though you now plan to attend the meeting. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. When shares are held by joint
tenants, both should sign. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED
STATES.
