<PAGE>
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 [ ]
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
HAGGAR CORP.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
HAGGAR CORP.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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: ___/
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
___/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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 Statement No.:
-----------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------
4) Date Filed:
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<PAGE>
[Logo]
HAGGAR CORP.
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 13, 1997
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders
of Haggar Corp. (the "Company") will be held at the Company's Customer
Service Center, 5401 North Riverside Drive, Fort Worth, Texas on the 13th day
of February, 1997, at 2:00 p.m. (local time) for the following purposes:
1. To elect two Class I directors to serve until the expiration
of their terms and until their successors are duly elected and
qualified;
2. To ratify the appointment by the Board of Directors of
Arthur Andersen LLP as independent certified public accountants of
the Company for the fiscal year ending September 30, 1997; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Stockholders of record at the close of business on December 30,
1996, are entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
You are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
/s/ J. M. HAGGAR, III
------------------------------------
J. M. Haggar, III
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dated: January 15, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN,
DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON.
<PAGE>
- -------------------------------------------------------------------------------
MAP
- -------------------------------------------------------------------------------
DIRECTIONS TO
HAGGAR CLOTHING CO. CUSTOMER SERVICE CENTER
5401 N. RIVERSIDE DRIVE
FORT WORTH, TEXAS 76137
817-232-2700
Take the Beach Street exit north from Highway 820. Take the first left,
which is Sandshell. Proceed 0.6 miles to Riverside Drive. The Customer
Service Center is at the intersection of Sandshell and Riverside Drive.
Tours of the facility will be offered commencing at noon prior to the Annual
Meeting.
<PAGE>
HAGGAR CORP.
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 13, 1997
---------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors of
Haggar Corp., a Nevada corporation ("Haggar" or the "Company"), to be voted
at the 1997 Annual Meeting of Stockholders (the "Annual Meeting") to be held
on Thursday, February 13, 1997, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice") and at any adjournment(s) thereof. When proxies in the
accompanying form are properly executed and received, the shares represented
thereby will be voted at the Annual Meeting in accordance with the directions
noted thereon. If no direction is indicated on the proxy, the shares
represented thereby will be voted for the election of directors and in favor
of the other proposals set forth in the Notice.
The enclosed proxy, even though executed and returned, may be
revoked at any time prior to the voting of the proxy by giving written notice
of revocation to the Assistant Secretary of the Company or by executing and
delivering to the Assistant Secretary of the Company a proxy bearing a later
date. However, no such revocation shall be effective until notice thereof
has been received by the Company at or before the Annual Meeting. Mere
attendance at the Annual Meeting will not of itself revoke the proxy.
In addition to the solicitation of proxies by mail, the directors,
officers and regular employees of the Company may solicit the return of
proxies either by mail, telephone, telegraph, or through personal contact.
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. The cost of preparing, printing,
assembling, and mailing the Annual Report, the Notice, this Proxy Statement,
and the enclosed proxy will be borne by Haggar.
The principal executive offices of Haggar are located at 6113
Lemmon Avenue, Dallas, Texas 75209. Haggar's mailing address is the same as
that of its principal executive offices.
This Proxy Statement and accompanying proxy are first being mailed
on or about January 15, 1997. Haggar's Annual Report covering the Company's
fiscal year ended September 30, 1996, is enclosed herewith, but does not form
any part of the materials for solicitation of proxies.
1
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the stockholders of Haggar will consider and
vote on the following matters:
1. The election of two Class I directors to hold office until the
expiration of their terms and until their successors are duly elected
and qualified;
2. The ratification of the appointment by the Board of Directors
of Arthur Andersen LLP as independent certified public accountants of
the Company for the fiscal year ending September 30, 1997; and
3. The transaction of such other business that may properly come
before the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting was the close of business on
December 30, 1996 (the "Record Date"). On the Record Date, there were
8,551,382 shares of Common Stock of the Company, par value $0.10 per share,
issued and outstanding, each of which is entitled to one vote on all matters
to be acted upon at the Annual Meeting. There are no cumulative voting
rights. The presence, in person or by proxy, of holders of a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum to transact business. Assuming the presence
of a quorum, directors will be elected by a plurality of the votes cast. The
affirmative vote of the holders of a majority of the shares of Common Stock
represented at the Annual Meeting will be required to approve all other
matters to be presented at the Annual Meeting.
Abstentions and broker non-votes will be counted toward determining
whether a quorum is present at the Annual Meeting. Abstentions and broker
non-votes will have no effect on the election of directors or the approval of
any other matters.
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
Prior to the completion of the Company's initial public offering of
its Common Stock in December 1992, lineal descendants of J. M. Haggar, Sr.
(the "Haggar family members") and their respective spouses controlled the
voting and disposition of substantially all of the issued and outstanding
shares of the Common Stock. By virtue of their family relationships, each
Haggar family member could be deemed to be the beneficial owner of all shares
of the Common Stock directly or indirectly owned or controlled by all other
Haggar family members. Similarly, each child of J. M. Haggar, Sr. and his or
her respective lineal descendants could be deemed to beneficially own as a
group all of the shares of the Common Stock directly or indirectly owned or
controlled by any of them. However, except as set forth below, each Haggar
family member has disclaimed beneficial ownership of the shares of the Common
Stock directly or indirectly owned or controlled by all other Haggar family
members.
The following table and the notes thereto set forth certain
information regarding the beneficial ownership of the Company's Common Stock
as of the Record Date, by (i) each current director and nominee for director
of the Company; (ii) the executive officers of the Company; (iii) all
executive officers and current directors of the Company as a group; and (iv)
each other person known to the Company to own beneficially more than five
percent of the presently outstanding Common Stock.
2
<PAGE>
COMMON PERCENT OF
STOCK OWNED CLASS OWNED
BENEFICIALLY (1) BENEFICIALLY (1)
---------------- ----------------
J. M. Haggar, III (2).......... 687,566 7.9
Frank D. Bracken (3)........... 169,127 1.9
Ralph A. Beattie (4)........... 97,668 1.1
Richard W. Heath (5)........... 11,400 *
Norman E. Brinker (6).......... 7,000 *
Rae F. Evans (7)............... 4,600 *
Carlos H. Cantu (8)............ 3,700 *
All Executive Officers and
Directors (7 persons) (9)..... 981,061 10.9
Marian Rose Haggar Bryan (10).. 430,191 5.0
Franklin Resources, Inc. (11).. 800,000 9.4
Barrow Hanley Mewhinney
& Strauss, Inc. (12).......... 468,500 5.5
______________________
*Less than 1%.
(1) Except as otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to the shares of Common Stock
shown as beneficially owned by them. Except as otherwise noted, shared
voting and dispositive power is by virtue of serving as a trustee of
various trusts for Haggar family members and/or as a director of a
charitable foundation established by Haggar family members and, in such
cases, more than one beneficial owner may be listed for the same shares.
(2) Includes 2,299 shares over which J. M. Haggar, III shares voting and
dispositive power with his wife, 105,624 shares over which he otherwise
shares voting and dispositive power and 158,333 shares which may be
acquired pursuant to stock options that are currently exercisable.
(3) Includes 10,000 shares over which Mr. Bracken shares voting and
dispositive power with his wife and 149,333 shares which may be acquired
pursuant to stock options that are currently exercisable.
(4) Includes 92,666 shares which may be acquired pursuant to stock options
that are currently exercisable. Mr. Beattie resigned as a director and
officer of the Company effective December 31, 1996.
(5) Includes 5,000 shares over which Mr. Heath shares voting and dispositive
power with his wife and 6,400 shares which may be acquired pursuant to
stock options exercisable currently or within 60 days of the Record Date.
(6) Includes 6,000 shares which may be acquired pursuant to stock options
exercisable currently or within 60 days of the Record Date.
(7) Represents shares which may be acquired pursuant to stock options
exercisable currently or within 60 days of the Record Date.
(8) Includes 3,600 shares which may be acquired pursuant to stock options
exercisable within 60 days of the Record Date.
(9) Includes 122,923 shares over which voting and dispositive power is shared
and 420,932 shares which may be acquired pursuant to stock options which
are exercisable currently or within 60 days of the Record Date.
3
<PAGE>
(10) Includes 1,572 shares over which Ms. Bryan shares voting and dispositive
power with her husband and 87,058 shares over which she otherwise shares
voting and dispositive power. Ms. Bryan's address is 6113 Lemmon Avenue,
Dallas, Texas 75209.
(11) Based on information contained in Schedule 13G filed September 30, 1996,
by Franklin Resources, Inc., whose address is 1 Parker Place, 16th Floor,
Fort Lee, New Jersey 07024.
(12) Based on information provided to the Company by Barrow Hanley Mewhinney &
Strauss, Inc., whose address is 3232 McKinney Avenue, 15th Floor, Dallas,
Texas 75204.
ELECTION OF DIRECTORS
(ITEM 1)
The Board of Directors of the Company is divided into three classes
presently consisting of two Class I directors, three Class II directors and
two Class III directors. The term of office of the Class I directors expires
at the 1997 Annual Meeting. The Board of Directors has proposed Frank D.
Bracken and Rae F. Evans as nominees for election as the two Class I
directors to serve for three-year terms and until their successors are
elected and qualified. If elected as a Class I director, Mr. Bracken will
vacate his present position as a Class II director. In such event, the Board
of Directors intends to reduce the number of Class II directors to two,
resulting in three classes of directors with two directors in each class.
A plurality of the votes cast at the meeting is required to elect each
nominee. Shares represented by proxies will be voted for the election of the
nominees named below unless authority to do so is withheld. Management has
no reason to believe that any nominee will be unable to serve if elected. If
any nominee should be unable to serve, the shares represented by a proxy may
be voted for a substitute nominee to be designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE FOR CLASS I
DIRECTOR.
NAME AGE POSITIONS WITH COMPANY
---- --- ----------------------
Frank D. Bracken 56 President, Chief Operating Officer and
Director
Rae F. Evans 48 Director
FRANK D. BRACKEN has served as a director of the Company since 1991.
He was elected President and Chief Operating Officer of the Company in 1994.
Mr. Bracken previously served as Executive Vice President of Marketing of the
Company since 1991. He joined the Company as a management trainee in 1963
and has served as a Regional Sales Manager, Western Sales Manager, National
Sales Manager, Senior Vice President of Sales and Merchandising and Senior
Vice President of Marketing.
RAE F. EVANS is President of Rae Evans & Associates, Inc., a firm
specializing in Washington corporate strategies. Prior to founding Rae Evans
& Associates, Inc. in January 1995, Mrs. Evans had served as Vice President,
National Affairs of Hallmark Cards, Inc. for 13 years. She was elected to
the Board of Directors of the Company in 1994. Mrs. Evans has also served on
the Board of Directors of Brinker International, Inc. since 1991. Mrs. Evans
serves on the Board of Trustees of the Meridian International Center and the
Women's Museum of Washington and on the Board of Advisors of Catalyst and the
National Women's Economic Alliance. She is also a member of the
Commissioner's Advisory Council for the Ladies Professional Golf Association.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE
Set forth below is information concerning the other directors of the
Company whose terms will continue after the Annual Meeting:
NAME AGE POSITIONS WITH COMPANY
---- --- ----------------------
J. M. Haggar, III 45 Chairman of the Board, Chief Executive
Officer and Director
Norman E. Brinker 65 Director
Richard W. Heath 54 Director
Carlos H. Cantu 63 Director
J. M. HAGGAR, III has served as Chairman of the Board of the Company
since 1994, and as Chief Executive Officer since 1990. He has been a
director of the Company since 1983. He also served as President of the
Company from 1990 to 1994. Mr. Haggar joined the Company on a part-time
basis in 1969 and on a full-time basis in 1973. Over the course of his
career with the Company, Mr. Haggar has participated in virtually every
aspect of the business, including three years in the Manufacturing Division,
two years as the Dallas Service Center Manager, one year in the Sales
Division, six years in the Marketing and Merchandising Division, and in 1985
was named President of the Menswear Division. Mr. Haggar also serves on the
Boards of Directors of Texas Commerce Bank-Dallas and BeautiControl
Cosmetics, Inc.
NORMAN E. BRINKER has served as a director of the Company since 1990.
He is the Chairman of the Board of Brinker International, Inc., a company
that owns casual-style restaurants, including Chili's Grill & Bar, Romano's
Macaroni Grill, On The Border, Cozymel's, Maggiano's Little Italy and The
Corner Bakery. Mr. Brinker also served as Chief Executive Officer of Brinker
International, Inc. from 1983 until 1995. He was the founder of Steak & Ale
Restaurants and is a former Chairman of Burger King Corporation and a former
President of The Pillsbury Restaurant Group.
RICHARD W. HEATH has served as a director of the Company since 1991.
He has been President, Chief Executive Officer and a director of
BeautiControl Cosmetics, Inc., a direct seller of cosmetic and skin care
products, since its inception in 1981. He has over 27 years of experience in
the direct sales industry. Mr. Heath also serves on the Texas Parks and
Wildlife Commission.
CARLOS H. CANTU is President and Chief Executive Officer of The
ServiceMaster Company, a leading provider of consumer services and management
support. Mr. Cantu joined ServiceMaster in 1986 when it acquired Terminix,
where he had served as President. He serves on the Boards of Directors of
ServiceMaster Company L.P. and First Tennessee National Corporation.
BOARD COMMITTEES AND MEETINGS
Standing committees of the Board of Directors of the Company include
the Executive Committee, Audit Committee, Compensation Committee and
Nominating Committee.
The Executive Committee is presently composed of J. M. Haggar, III
(chairman) and Frank D. Bracken. Pursuant to the Bylaws of the Company,
between meetings of the Board of Directors the Executive Committee has the
full power and authority of the Board in the management of the business and
affairs of the Corporation, except to the extent limited by statute. The
Executive Committee meets periodically between meetings of the Board of
Directors and held eight such meetings during fiscal 1996.
5
<PAGE>
The Audit Committee is presently composed of Norman E. Brinker
(chairman), Rae F. Evans and Carlos H. Cantu. The Audit Committee provides
the opportunity for direct communication between the independent certified
public accountants, the internal accounting staff and the Board of Directors.
The Audit Committee met twice during fiscal 1996 to review the scope and
results of the fiscal 1995 audit, to review various matters with respect to
internal financial controls and procedures, to consider the engagement of the
Company's auditors for fiscal 1996 and to review the timing and planning of
the 1996 audit.
The Compensation Committee is presently composed of Richard W. Heath
(chairman) and Rae F. Evans. The Compensation Committee provides
recommendations to the Board of Directors regarding compensation for
executive officers and senior management of the Company. The Compensation
Committee also administers the Company's 1992 Long Term Incentive Plan,
including the grant of stock options thereunder. The Compensation Committee
met once during fiscal 1996.
The Nominating Committee is presently composed of J. M. Haggar, III
(chairman), Norman E. Brinker and Richard W. Heath. The Nominating Committee
investigates and recommends to the Board of Directors qualified nominees for
election to the Board. The Nominating Committee will consider a nominee for
director recommended by a stockholder of the Company if a written request
naming the person to be placed in nomination, accompanied by a brief
biographical description of the proposed nominee and his or her written
consent to serve as a director if elected, is submitted and received by the
Secretary of the Corporation not later than (i) 60 days following the end of
the Corporation's fiscal year immediately preceding the annual meeting of the
stockholders, or (ii) if a vacancy is to be filled at a special meeting of
stockholders, five business days following the earlier of the public
disclosure of such special meeting or the date notices thereof were mailed.
The Nominating Committee met twice during fiscal 1996.
The Board of Directors held five meetings during the fiscal year ended
September 30, 1996. Various matters were also approved during the last
fiscal year by unanimous written consent of the Board of Directors. Each
director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held
by all committees of the Board on which such director served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Richard W. Heath and Rae F. Evans comprised the Compensation Committee
of the Company during fiscal 1996. Neither Mr. Heath nor Mrs. Evans has ever
been an officer or employee of the Company. During fiscal 1996, J. M.
Haggar, III served as a director of BeautiControl Cosmetics, Inc., for whom
Mr. Heath serves as President and Chief Executive Officer.
DIRECTOR COMPENSATION
Non-employee members of the Board of Directors receive $15,000
annually plus $1,000 for each Board meeting or committee meeting attended.
Non-employee directors also receive a grant of stock options covering 9,000
shares of Common Stock on their initial election to the Board and an
additional grant of stock options covering 6,000 shares of Common Stock upon
each re-election to the Board. Directors who are also employees of the
Company receive no additional compensation for their service on the Board and
its committees.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers, directors and beneficial owners of
more than 10% of the Company's Common Stock are required to file reports of
ownership and changes of ownership of the Common Stock with the Securities
and Exchange Commission. Based solely upon information provided to the
Company by individual directors, executive officers and beneficial owners,
the Company believes that during the fiscal year ended September 30, 1996,
all such reports were timely filed.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning
compensation of the Chief Executive Officer and the only two other executive
officers of the Company for the fiscal years ended September 30, 1996, 1995
and 1994.
<TABLE>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) (#)(3) ($)(4)
------------------- ------ ------ ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. M. Haggar, III 1996 450,000 108,400 54,150 - 7,752
Chairman and Chief 1995 443,804 175,000 44,806 50,000 8,590
Executive Officer 1994 382,304 470,000 40,323 65,000 7,267
Frank D. Bracken 1996 400,000 87,200 45,954 - 7,752
President and Chief 1995 394,261 140,000 34,306 50,000 8,590
Operating Officer 1994 333,554 300,000 31,083 60,000 7,267
Ralph A. Beattie (5) 1996 220,000 52,800 24,534 - 7,752
Executive Vice 1995 219,988 87,500 22,126 25,000 8,590
President and Chief 1994 214,821 230,000 20,163 40,000 7,267
Financial Officer
</TABLE>
___________________________
(1) Reflects bonus earned during the fiscal year pursuant to the Company's
Management Incentive Bonus Plan described in the Compensation
Committee Report contained herein. In each case, the bonus was
approved and paid during the following fiscal year.
(2) Represents tax reimbursements for the fiscal year pursuant to the
Company's Deferred Annuity Plan described in the Compensation
Committee Report contained herein.
(3) Awards were granted on October 29, 1993, and November 2, 1994, for the
purchase of Common Stock of the Company pursuant to the 1992 Long Term
Incentive Plan described in the Compensation Committee Report contained
herein.
(4) Represents car allowances and the Company's contributions to its defined
contribution profit sharing plan and Section 401(k) retirement plan for
the account of the executive officer.
(5) Mr. Beattie resigned as a director and officer of the Company effective
December 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
There were no individual grants of stock options to any of the three
executive officers of the Company during the fiscal year ended September 30,
1996.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
Shown below is information with respect to the three executive
officers of the Company regarding option exercises during the fiscal year
ended September 30, 1996, and the number and value of unexercised options
held as of September 30, 1996.
<TABLE>
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. M. Haggar, III 0 0 158,333 31,667 - -
Frank D. Bracken 0 0 149,333 30,667 - -
Ralph A. Beattie (2) 0 0 92,666 17,334 - -
</TABLE>
___________________
(1) None of such options were "in-the-money" as of September 30, 1996.
(2) Mr. Beattie resigned as a director and officer of the Company effective
December 31, 1996.
PERFORMANCE GRAPH
The line graph below compares the cumulative total stockholder return on
the Company's Common Stock with the return on the Standard & Poor's 500 Stock
Index ("S&P 500") and the Standard & Poor's Textile and Apparel Manufacturers
Index ("S&P Apparel"). In accordance with the disclosure rules of the
Securities and Exchange Commission, the measurement assumes a $100 investment in
the Company's stock as of December 11, 1992 (the first day of public trading
after the initial public offering) with all dividends reinvested, and a $100
investment in the indexes on November 30, 1992 (the end of the month prior to
the Company's initial public offering).
12/11/92 9/30/93 9/30/94 9/30/95 9/30/96
-------- ------- ------- ------- -------
Haggar Corp. 100 98 147 100 79
S&P 500 100 109 113 147 176
S&P Textiles (Apparel) 100 69 75 73 100
8
<PAGE>
COMPENSATION COMMITTEE REPORT
INTRODUCTION
The Compensation Committee, which is comprised of two non-employee
directors of the Company, is responsible for structuring, evaluating and
recommending to the Board of Directors the Company's executive compensation
policies and the annual compensation of the executive officers and other
senior management of the Company thereunder. In connection with such
responsibilities, the Compensation Committee has exclusive authority to
administer the Company's 1992 Long Term Incentive Plan, including the grant
of stock options and other awards thereunder. All other actions of the
Compensation Committee are subject to the approval of the Board of Directors.
EXECUTIVE COMPENSATION OBJECTIVES
The primary objectives of the Compensation Committee are to ensure
that the compensation provided to the Company's executive officers and other
senior management integrates with Haggar's annual and long-term performance
objectives, to reward superior performance, and to assist the Company in
attracting, retaining and motivating executives with exceptional leadership
abilities. Consistent with this philosophy, the Compensation Committee has
established a competitive and appropriate total compensation package for the
executive officers and other senior management of the Company consisting
primarily of base salary, annual bonus pursuant to a Management Incentive
Plan, discretionary payments under a Deferred Annuity Plan and stock options
pursuant to the 1992 Long Term Incentive Plan. The Compensation Committee
does not presently anticipate that the compensation of any executive officer
will materially exceed the cap on deductibility imposed by Section 162(m) of
the Internal Revenue Code during fiscal 1997.
ELEMENTS OF EXECUTIVE COMPENSATION
BASE SALARY. The Compensation Committee recommends base salaries
each year at a level intended to be within the competitive market range of
comparable companies. In addition to the competitive market range, many
factors are considered in determining base salaries, including the
responsibilities assumed by the executive, length of service, individual
performance and internal equity considerations. To ensure that the Company
maintains its competitive position and retains the talent necessary to meet
the challenges in the apparel industry, the Compensation Committee will
continue to evaluate and analyze Haggar's base salaries and make appropriate
adjustments.
ANNUAL BONUS. The Board of Directors has approved a Management
Incentive Plan pursuant to which certain members of senior management of the
Company are eligible to receive a cash bonus following each fiscal year in
which the Company meets or exceeds an annual net income goal established by
the Board of Directors. The amount of individual bonuses is based on the
performance of the Company, the total amount of funds available for
distribution and each participant's incentive base amount (provided that no
participant's bonus may exceed 200% of his incentive base amount).
Eligibility to participate in the Management Incentive Plan and the amount of
the bonus pool are determined by the Compensation Committee and approved by
the Board of Directors.
DISCRETIONARY PAYMENTS. The Company has established a Deferred
Annuity Plan pursuant to which all salaried and sales personnel whose total
salary, commissions and incentive base is $50,000 or more may make voluntary
contributions to deferred annuity investment products on an after-tax basis
through payroll deductions or direct payment. Each year, the Board of
Directors determines whether to pay an additional cash bonus to any of the
participants in the Deferred Annuity Plan for the purpose of compensating for
federal income taxes owed on the annuity plan investment contribution and the
bonus. Although the Compensation Committee does not administer the Deferred
Annuity Plan, bonuses paid to executive officers thereunder are subject to
review and approval by the Compensation Committee in connection with its
evaluation of the total compensation of the Company's executive officers.
9
<PAGE>
STOCK OPTIONS. Stock options are granted by the Compensation
Committee under the Company's 1992 Long Term Incentive Plan. One of the
Compensation Committee's priorities is for the executive officers and senior
management of the Company to be significant stockholders so that their
interests are aligned with the interests of Haggar's other stockholders. The
Compensation Committee believes that this strategy motivates executives to
remain focused on the overall long-term performance of the Company. Under
the 1992 Long Term Incentive Plan, stock options are granted with an option
exercise price not less than the fair market value of the Common Stock on the
day of grant. Stock options are normally granted annually and, in support of
the Compensation Committee's ownership objectives, are intended to be granted
to the executive officers at levels at the high end of the competitive market
range of comparable companies. No stock options were granted to the
executive officers of the Company during fiscal 1996. Stock options granted
to other senior management during fiscal 1996 vest ratably over three years
and remain exercisable for ten years from the date of grant, subject to the
provisions of the 1992 Long Term Incentive Plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
During fiscal 1996, Haggar's most highly compensated executive
officer was its Chief Executive Officer, J. M. Haggar, III. The Chief
Executive Officer participates in the same executive compensation program
provided to the other executive officers and senior management of the Company
as described above. The Compensation Committee's approach to setting
compensation for the Chief Executive Officer is to be competitive with
comparable companies and to have a major portion of his compensation depend
on the achievement of performance criteria.
The Chief Executive Officer's total cash compensation for fiscal
1996 was $620,302. Approximately 17.5% of this amount was earned under the
annual Management Incentive Program. The Chief Executive Officer's base
salary was increased during fiscal 1996 to $450,000, an approximately 1.4%
increase from his former base salary. In light of the Company's continued
promotion of new products and the leadership required to overcome adverse
business conditions, the Compensation Committee believes that the Chief
Executive Officer's total compensation for fiscal 1996 was reasonable and
appropriate.
CONCLUSION
The Compensation Committee believes the mix of conservative
salaries, cash incentives for short-term performance and the potential for
equity-based rewards for long-term performance represents an appropriate
balance of executive compensation. This balanced executive compensation
program provides a competitive and motivational compensation package to the
executive officer team necessary to continue to produce the results the
Company strives to achieve.
The Compensation Committee:
Richard W. Heath
Rae F. Evans
RATIFICATION OF SELECTION OF AUDITOR
(ITEM 2)
The Board of Directors has selected Arthur Andersen LLP as
independent certified public accountants to audit the consolidated financial
statements of the Company for the fiscal year ending September 30, 1997, and
has determined that it would be desirable to request that the stockholders
ratify such selection. The affirmative vote of a majority of the outstanding
shares of Common Stock present at the Annual Meeting in person or by proxy is
necessary for the ratification of the appointment by the Board of Directors
of Arthur Andersen LLP as independent certified public accountants. Arthur
Andersen LLP served as the Company's independent certified public accountants
for the fiscal year ended September 30, 1996, and has reported on the
Company's consolidated financial statements for such year. Representatives
of Arthur Andersen LLP are
10
<PAGE>
expected to be present at the Annual Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions from stockholders.
The Board of Directors has the responsibility for selecting the
Company's independent certified public accountants and stockholder
ratification is not required. However, the selection is being submitted for
ratification at the Annual Meeting with a view towards soliciting the
stockholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
ARTHUR ANDERSEN LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
OTHER BUSINESS
(ITEM 3)
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 the
proxy as in their discretion they may deem appropriate, unless they are
directed by the proxy to do otherwise.
DATE FOR RECEIPT OF PROPOSALS
Any proposal to be presented by a stockholder at the Company's 1998
Annual Meeting of Stockholders must be presented to the Secretary of the
Company not later than September 19, 1997.
By Order of the Board of Directors
/s/ J. M. Haggar, III
------------------------------------------
J. M. Haggar, III
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
January 15, 1997
Dallas, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU ATTEND THE MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
11
<PAGE>
HAGGAR CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 13, 1997
THIS PROXY IS SOLICITED ON BEHALF OF HAGGAR CORP.'S BOARD OF DIRECTORS
The undersigned hereby appoints Marc Joseph and Robert C. Qualls and each
of them, proxies for the undersigned, with full power of substitution, to
vote all shares of Haggar Corp. Common Stock which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders of Haggar Corp. to be
held on Thursday, February 13, 1997, or at any adjournment thereof, upon the
matters set forth on the reverse side and described in the accompanying Proxy
Statement and upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed.
Please mark this proxy as indicated on the reverse side to vote on any item.
If you wish to vote in accordance with the Board of Directors'
recommendations, no boxes need to be checked. Regardless of how you vote, the
proxy must be signed to be valid. If you attend the meeting, you may revoke
your proxy and vote in person.
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- FOLD AND DETACH HERE -
<PAGE>
Please mark
your votes as
indicated in /X/
this example
THE TWO RESOLUTIONS ON THE BALLOT ARE:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS 2. APPROVAL OF ARTHUR
ANDERSEN LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
FOR all nominees TO WITHHOLD NOMINEES: Frank D. Bracken, Rae F. Evans
(Except as marked AUTHORITY (INSTRUCTIONS: To withhold authority to
to the contrary) (For all nominees vote for any individual nominee, write
listed) that nominee's name in the space
provided below.) FOR AGAINST ABSTAIN
/ / / / / / / / / /
----------------------------------------
CHANGE
OF / /
__ ADDRESS
|
|
I PLAN TO
ATTEND / /
THE MEETING
SIGNATURE(S) Date
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NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such.
- ----------------------------------------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
</TABLE>
