<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
L.A. T SPORTSWEAR, INC.
------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
<TABLE>
<S> <C>
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:
-----------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
--------------------------------------------------------------------
</TABLE>
- --------------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
L.A. T SPORTSWEAR, INC.
1200 Airport Drive
Ball Ground, Georgia 30107
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 22, 1997
To the Holders of Common Stock of L.A. T SPORTSWEAR, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of L.A.
T Sportswear, Inc., a Georgia corporation (the "Company"), will be held at the
offices of Smith, Gambrell & Russell, LLP, 3343 Peachtree Road, NE, Suite 1800,
Atlanta, Georgia 30326-1010, on Thursday, May 22, 1997 at 10:00 a.m. for the
following purposes:
(1) To elect four (4) directors to serve for a term of one year and until
their successors have been elected and qualified; and
(2) To conduct such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record as of the close of business on April 17,
1997 will be entitled to notice of and to vote at the meeting or any
adjournment thereof.
By Order of the Board of Directors
J. David Keller
President and Secretary
Ball Ground, Georgia
April 25, 1997
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED
PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU ATTEND THE MEETING, YOU
MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
-1-
<PAGE> 3
L.A. T SPORTSWEAR, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
----------------------------------------------
PROXY STATEMENT
----------------------------------------------
This proxy statement and form of proxy, which are first being mailed to
stockholders on or about April 25, 1997, are furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of L.A. T
Sportswear, Inc. (the "Company"), for use at the Annual Meeting of Stockholders
of the Company to be held at the offices of Smith, Gambrell & Russell, LLP,
3343 Peachtree Road, NE, Suite 1800, Atlanta, Georgia 30326-1010 on Thursday,
May 22, 1997, at 10:00 a.m. local time and at any or all adjournments or
postponements thereof. The address of the principal executive offices of the
Company is 1200 Airport Drive, Ball Ground, Georgia 30107 and the Company's
telephone number is (770) 479-1877.
The cost of this solicitation will be borne by the Company. In addition
to the mails, proxies may be solicited by officers and regular employees of the
Company, without remuneration, by personal interviews, telephone and facsimile.
It is anticipated that banks, brokerage houses and other custodians, nominees
and fiduciaries will forward soliciting material to beneficial owners of stock
entitled to vote at the meeting, and such persons will be reimbursed for the
out-of-pocket expenses incurred by them in this connection.
Any proxy given pursuant to this solicitation may be revoked by any
stockholder who attends the meeting and gives oral notice of his election to
vote in person, without compliance with any other formalities. In addition, any
proxy given pursuant to this solicitation may be revoked prior to the meeting
by delivering to the Secretary of the Company an instrument revoking it or a
duly executed proxy for the same shares bearing a later date. Proxies which are
returned properly executed and not revoked will be voted in accordance with the
stockholder's directions specified thereon. Where no direction is specified,
proxies will be voted FOR the election of the nominees for director named
herein, and, on other matters presented for a vote, in accordance with the
judgment of the persons acting under the proxies. Abstentions and broker
non-votes will not be counted as votes either in favor of or against the matter
with respect to which the abstention or broker non-vote relates.
Only stockholders of record at the close of business on April 17, 1997
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. As of April 17, 1997, the Company had outstanding
4,200,001 shares of common stock. Each share of common stock issued and
outstanding on such record date is entitled to one vote.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 17, 1997
with respect to the beneficial ownership of the Company's common stock by (i)
each person known by the Company to own beneficially more than five percent
(5%) of the Company's common stock, (ii) each director of the Company, (iii)
each of the executive officers of the Company named in the Summary Compensation
table on page 5, and (iv) all directors and executive officers of the Company
as a group. Unless otherwise indicated, the named person has sole voting and
investment power with respect to all shares.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent of
Beneficial Owner Beneficially Owned Outstanding Shares
---------------- ------------------ ------------------
<S> <C> <C>
Isador E. Mitzner 1,955,844 46.6%
1200 Airport Road
Ball Ground, Georgia 30107
J. David Keller 653,651 15.6
1200 Airport Road
Ball Ground, Georgia 30107
Nathan Koenigsberg 273,504 6.5
2606 Oakmont
Ft. Lauderdale, Florida 33332
Robert C. Aldworth 90,000 (1) 2.1
Kenneth L. Bernhardt 3,000 (2) *
Irwin Lowenstein 3,000 *
A Gordon Tunstall (3) 1,000 *
All Directors and Executive 2,706,495 63.8%
Officers as a Group (8 persons)
</TABLE>
- ------------
* Less than 1%.
(1) Includes 40,000 shares subject to presently exercisable stock options.
(2) Shares owned jointly by Mr. Bernhardt and his wife.
(3) Mr. Tunstall is currently a director of the Company, but will not stand
for reelection at the 1997 Annual Meeting of Shareholders.
There are no arrangements known to the Company, the operation of which
may, at a subsequent date, result in a change in control of the Company.
-2-
<PAGE> 5
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company, pursuant to the Company's
Bylaws, has set the number of directors to serve for the next year at four, all
of whom are to be elected at the Annual Meeting. Proxies received will be voted
for all the nominees named below, unless authority to do so is withheld. In the
event any nominee is unable or declines to serve as a director at the time of
the meeting, the persons named as proxies therein will have discretionary
authority to vote the proxies for the election of such person or persons as may
be nominated in substitution by the present Board of Directors. Management
knows of no current circumstances which would render any nominee named herein
unable to accept nomination or to serve if elected.
Members of the Board of Directors are elected annually to serve until
the next annual meeting of stockholders and until their successors are elected
and qualified. Directors will be elected by a plurality of the votes of the
shares present or represented by proxy at the meeting and entitled to vote on
the election of directors.
The following persons have been nominated by management for election to
the Board of Directors:
ISADOR E. MITZNER, age 45, was the founder of the Company and its
predecessors, and has served as its Chairman and Chief Executive Officer since
its inception in 1978.
J. DAVID KELLER, age 49, joined the Company in March 1981 and has
served as President of the manufacturing division since 1987. Mr. Keller has
served as a director of the Company since 1986, as President since October
1993, and as Secretary of the Company since March 1995. For three years prior
to joining the Company, Mr. Keller worked for Hanes Activewear as a sales
representative in the Southeast United States and the Caribbean.
KENNETH L. BERNHARDT, age 53, is Regents Professor of Marketing and
former Chairman of the Department of Marketing at Georgia State University,
Atlanta, Georgia where he has been a member of the faculty since 1972. Mr.
Bernhardt has served as a director of the Company since July 1994. He also
serves as a director of The Bankers Note, a chain of retail clothing stores
based in Atlanta, Georgia, and Third Millennium Communications, Inc.
IRWIN LOWENSTEIN, age 61, has served as President of Rhodes, Inc., a
national furniture retailer based in Atlanta, since 1977, as Chief Executive
Officer of such company since 1989 and as Chairman of the Board since 1994. Mr.
Lowenstein has served as a director of the Company since July 1994.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
COMMITTEES OF THE BOARD AND MEETINGS
The Company's Board of Directors presently has the following standing
committees:
(A) The Audit Committee, currently comprised of Messrs. Bernhardt and
Tunstall. For 1997, the Audit Committee will consist of Messrs. Bernhardt and
Lowenstein. The Audit Committee, which did not meet separately in 1996 (all
relevant audit discussions being held at the full Board of Directors level), is
authorized to review and make recommendations to the Board of Directors on the
results of the Company's external audit and to recommend to the Board of
Directors the appointment of independent auditors for the Company.
-3-
<PAGE> 6
(B) The Compensation Committee, currently comprised of Messrs. Mitzner
and Tunstall. For 1997, the Compensation Committee will consist of Messrs.
Mitzner, Bernhardt and Lowenstein. The Compensation Committee, which did not
meet in 1996, is authorized to review and make recommendations to the Board of
Directors with respect to establishing salaries, bonuses and other compensation
for the Company's officers.
(C) The Stock Option Committee, currently comprised of Messrs.
Bernhardt and Lowenstein. During 1996, the Stock Option Committee was comprised
of Messrs. Mitzner and Keller (neither of whom was eligible to participate in
the Company's stock option plans). The Stock Option Committee, which met one
time and acted three times by unanimous written consent in 1996, is responsible
for administering the Company's 1993 Employee Incentive Plan and Outside
Directors Incentive Plan.
The Company does not have a Directors Nominating Committee, that
function being reserved to the entire Board of Directors.
During 1996, the Board of Directors held a total of five meetings and
acted two times by unanimous written consent. Each incumbent director attended
at least 75% of the aggregate number of meetings held by the Board and by the
Committees of the Board on which he served during the term of his service.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than 10%
stockholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, during 1996, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% shareholders were complied with, except that one report relating to
one transaction was filed late by each of Messrs. Bernhardt, Koenigsberg,
Lowenstein and Tunstall.
-4-
<PAGE> 7
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and any other officer whose cash compensation during
1996 exceeded $100,000 (the "Named Executive Officers") for the fiscal years
ended December 28, 1996, December 30, 1995 and December 31, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
-------------------
Securities
Name and Fiscal Underlying All Other
Principal Position Year Salary Bonus Options Compensation(1)
------------------ ----- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Isador E. Mitzner 1996 $138,498 -- -- $1,236
Chairman and 1995 230,015 -- --
Chief Executive 1994 237,455 -- --
Officer
J. David Keller 1996 $142,964 -- -- $ 851
President and 1995 154,860 -- --
Secretary 1994 159,914 -- --
Robert C. Aldworth (2) 1996 $228,035 -- 200,000 --
Executive Vice
President and Chief
Operating Officer
</TABLE>
- -------------------------
(1) Represents the Company's matching contribution under the Company's
401(k) Plan during the last fiscal year.
(2) Mr. Aldworth joined the Company in January 1996.
For fiscal 1995, Messrs. Mitzner, Keller and Aldworth were eligible for
bonuses pursuant to an incentive plan upon the Company's attaining a threshold
level of net income. Because such threshold was not reached, no bonuses were
awarded for 1996. See "Report of the Compensation Committee on Executive
Compensation."
EMPLOYMENT AGREEMENT
On January 25, 1996, the Company entered into a two-year Employment
Agreement with Robert C. Aldworth, pursuant to which Mr. Aldworth serves as
Executive Vice President and Chief Operating Officer of the Company at a base
annual salary of $250,000 per year. In addition, Mr. Aldworth is entitled to
receive a bonus, not to exceed 40% of the base salary, in such amounts, at such
times and subject to such conditions as are agreed between Mr. Aldworth and the
Company's CEO, based upon the financial performance of the Company. Mr.
Aldworth is also entitled to receive certain basic employee benefits such as
medical and dental insurance. Pursuant to the Employment Agreement, Mr.
Aldworth received an option to purchase an aggregate of 200,000 shares of the
Company's common stock at a price of $2.375 per share, exercisable in five
annual installments of 40,000 shares each. The Employment Agreement provides
that in the event the Company terminates Mr. Aldworth without cause, the
Company will pay Mr. Aldworth severance compensation equal to three month's
base salary. In the event that Mr. Aldworth is terminated without cause after a
Change in Control of the Company (as defined in the
-5-
<PAGE> 8
Employment Agreement), Mr. Aldworth shall be entitled to receive payment of the
base salary and existing benefits over the remaining term of the Employment
Agreement.
The Employment Agreement contains a non-competition provision
prohibiting Mr. Aldworth from engaging in any "Competitive Activity" (as
defined in the Employment Agreement) within a defined geographic area, for a
period of 12 months following termination of employment.
The following table presents information regarding fiscal 1996 grants
of options to purchase shares of the Company's Common Stock to the Named
Executive Officers:
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1996
INDIVIDUAL GRANTS
------------------------------------------------------------------------------------------------
% of
Number of Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted Fiscal Year ($/Sh) Date
- -------------------- -------------------- ------------- -------- ---------
<S> <C> <C> <C> <C>
Isador E. Mitzner -- -- -- --
J. David Keller -- -- -- --
Robert C. Aldworth 200,000 65.0 2.375 1/25/06
</TABLE>
The following table presents information regarding the number and value
of unexercised options outstanding at December 28, 1996 for the Named Executive
Officers. No stock options were exercised during fiscal 1996.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION VALUES
Value of
Number of Securities Underlying Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End at Fiscal Year End(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Isador E. Mitzner -- --
J. David Keller -- --
Robert C. Aldworth 40,000/160,000 $0/$0
</TABLE>
- ------------------------------
(1) At December 28, 1996, the market value of the Company's common stock was
below the exercise price of the options and thus, such options were not
"in-the-money."
COMPENSATION OF DIRECTORS
Non-employee directors are currently paid $5,000 per year and $500 per
Board or committee meeting attended, plus their expenses in attending such
meetings. Directors who are also Company employees are not additionally
compensated for their services as members of the Board of Directors.
-6-
<PAGE> 9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Isador E. Mitzner, Chief Executive Officer of the Company, served as a
member of the Compensation Committee of the Board of Directors during 1996,
along with Nathan Koenigsberg and A Gordon Tunstall, non-employee directors of
the Company. Mr. Koenigsberg resigned from the Board of Directors on December
10, 1996 and Mr. Tunstall has declined to stand for reelection to the Board of
Directors for 1997. For 1997, the Compensation Committee will consist of Mr.
Mitzner and Messrs. Kenneth L. Bernhardt and Irwin Lowenstein, each a non-
employee director of the Company.
Mr. Mitzner is the sole stockholder and director of T-Shirt Brokerage
Services, Inc., which sells closeout and discounted goods. The Company did not
purchase goods from T-Shirt Brokerage Services, Inc. in 1996, but sold goods to
T-Shirt Brokerage Services, Inc. for $22,829.
Mr. Koenigsberg, who resigned as a director of the Company in December
1996, is trustee of an employee stock ownership plan which owns the parent
company of Print-Ons(R), a golf shirt manufacturing company. Mr. Koenigsberg is
also the principal officer and stockholder of the parent company of Jonathan
Corey(R), a golf and sport shirt manufacturer. During 1996, the Company
purchased merchandise aggregating $8,315,333 from those two entities combined.
Messrs. Mitzner and Keller are presently directors, executive officers
and 75% and 25% stockholders, respectively of Ball Ground Reps, Inc. ("Ball
Ground"), which acts as a commission sales representative for certain
manufacturers. Ball Ground earned commissions on sales to the Company of
$156,372 in 1996.
Management believes that each of the above transactions was entered
into on terms as favorable to the Company as could have been obtained from
unaffiliated third parties, at the time such transactions were negotiated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation" which
describes certain business relationships between the Company and certain of its
directors.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this proxy statement, in whole or in part, the following
Report of the Compensation Committee of the Board of Directors on Executive
Compensation shall not be incorporated by reference into any such filings.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
In accordance with proxy statement rules of the Securities and Exchange
Commission, the Compensation Committee of the Board of Directors of the Company
offers the following report regarding compensation policies for executive
officers and the Chief Executive Officer of the Company with respect to
compensation paid to such persons during the last fiscal year.
-7-
<PAGE> 10
During 1996, the Compensation Committee of the Company was comprised of
Isador E. Mitzner, the Company's Chairman and Chief Executive Officer and
Nathan Koenigsberg and A Gordon Tunstall, two non-employee directors of the
Company. Mr. Koenigsberg resigned from the Board of Directors in December 1996
and Mr. Tunstall has declined to stand for reelection to the Board of Directors
for 1997. For 1997, the Compensation Committee will be comprised of Mr. Mitzner
and Kenneth L. Bernhardt and Irwin Lowenstein, each a non-employee director of
the Company. It is the Committee's responsibility to establish the salaries,
bonus and other compensation of the chief executive officer and other executive
officers of the Company. In formulating its compensation policy and decisions,
the Compensation Committee endeavors to provide a competitive compensation
package that enables the Company to attract and retain key executives and to
integrate compensation programs with the Company's annual and long- term
business strategies and objectives and focus executive actions on the
fulfillment of those objectives.
The Company's executive compensation program generally consists of base
salary, annual incentive compensation and long-term equity incentives in the
form of stock options (except that through 1996, Messrs. Mitzner and Keller
have not been eligible to participate in the Company's option plans). Base
salaries for executive officers are reviewed and adjusted annually following a
review of the Company's performance during the previous fiscal year, the
individual's contribution to that performance and the individual's level of
responsibility. For fiscal 1996, Messrs. Mitzner and Keller suggested and
received significant reductions in their annual salaries to reflect the
disappointing financial results of the Company during the prior fiscal year. To
align executive officers' interests more closely with the interests of the
shareholders of the Company, the Company's long-term compensation program
emphasizes the grant of stock options exercisable for shares of common stock.
The amount of such awards, if any, is determined from time to time by the Stock
Option Committee and reviewed by the Compensation Committee. The Compensation
Committee may take into account various factors in evaluating the size of stock
option grants, including the need to attract and retain individuals who will
provide valuable service to the Company.
The Company's bonus program is directly tied to the Company's financial
performance. During 1996, the Board of Directors implemented a new incentive
bonus plan designed to align incentive awards with the Company's objectives of
returning the Company to profitability and reducing inventory and accounts
receivable levels. Incentive payouts to eligible participants (which include
all salaried employees, including executive officers) would only occur if the
Company's 1996 net income exceeded a specified target level. The plan provided
that 50% of the Company's net income above the target amount would be available
for payout to participants, up to a maximum per employee of 35% of his annual
salary. Because the Company's financial performance in 1996 fell short of the
threshold levels, no bonuses were paid under the bonus plan.
In approving the compensation paid to Mr. Mitzner, the Company's Chief
Executive Officer, in 1996, the Compensation Committee considered the following
factors:
(i) the reasonableness of Mr. Mitzner's salary in amount relative
to that of chief executive officers of similarly placed public
companies;
(ii) the fact that Mr. Mitzner was already amply incentivised to
have the Company perform well by virtue of his ownership of a
substantial percentage of the common stock of the Company; and
(iii) the fact that Mr. Mitzner offered to take a significant
reduction in his annual salary to reflect the disappointing
financial results of the Company during the prior fiscal year.
-8-
<PAGE> 11
With respect to the other executive officers of the Company, the
Compensation Committee considered the salaries to be commensurate with those
paid to similarly positioned executives in similar companies.
Isador E. Mitzner
A Gordon Tunstall
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's common stock
against the cumulative total return of the Nasdaq Market Index and a composite
index for corporations in the same industry as the Company, classified by
Standard Industrial Classification (SIC) code (the "Industry Index"), for the
three-year period commencing January 25, 1994 (the date the Company's common
stock commenced trading on the Nasdaq National Market) and ending December 28,
1996. The graph assumes that the value of the investment in the Company's
common stock and each index was $100 on January 25, 1994. The change in
cumulative total return is measured by dividing (i) the sum of (a) the
cumulative amount of dividends for the period, assuming dividend reinvestment,
and (b) the change in share price between the beginning and end of the period,
by (ii) the share price at the beginning of the period. The Company has not
paid any cash dividends.
-9-
<PAGE> 12
COMPARE CUMULATIVE TOTAL RETURN
AMONG L.A. T SPORTSWEAR INC.,
NASDAQ MARKET INDEX AND INDUSTRY INDEX
<TABLE>
<CAPTION>
Co. Industry Broad NASD
<S> <C> <C> <C>
12/31/94 67.12 105.37 97.24
12/30/95 23.29 140.56 126.13
12/28/96 7.04 162.98 156.74
</TABLE>
L.A. T SPORTSWEAR INDUSTRY INDEX
NASDAQ MARKET INDEX
ASSUMES $100 INVESTED ON JAN. 25, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED DEC. 28, 1996
<PAGE> 13
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the independent auditors of the
Company for the fiscal year ended December 28, 1996 and has been appointed by
the Board of Directors to continue in that capacity in 1997. A representative
of Deloitte & Touche LLP is expected to be present at the Annual Meeting and
will be available to respond to appropriate questions from stockholders.
ANNUAL REPORT TO STOCKHOLDERS AND REPORT ON FORM 10-K
Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 1996 Annual Report to
Stockholders that accompanies this proxy statement. The Company's Annual Report
on Form 10-K for the year ended December 28, 1996, as filed with the Securities
and Exchange Commission, is available to stockholders who make a written
request therefor to Mr. Robert C. Aldworth, at the offices of the Company, 1200
Airport Drive, Ball Ground, Georgia 30107. Copies of exhibits filed with that
report or referenced therein will be furnished to stockholders of record upon
request and payment of the Company's expenses in furnishing such documents.
STOCKHOLDER PROPOSALS
Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
December 27, 1997, directed to the attention of the Secretary, for
consideration for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Any such proposals must comply in all respects with
the rules and regulations of the Securities and Exchange Commission.
OTHER MATTERS
Management does not know of any matters to be brought before the
meeting other than those referred to above. If any other matter properly comes
before the meeting, the persons designated as proxies will vote on each such
matter in accordance with their best judgment.
By Order of the Board of Directors
J. David Keller
President and Secretary
Ball Ground, Georgia
April 25, 1997
-10-
<PAGE> 14
APPENDIX
L.A. T SPORTSWEAR, INC.
1200 AIRPORT ROAD
BALL GROUND, GEORGIA 30107
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 1997
ANNUAL MEETING OF STOCKHOLDERS.
The undersigned hereby appoints Isador E. Mitzner and Robert C. Aldworth, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Common Stock of the undersigned at the Annual Meeting of
Stockholders of L.A. T SPORTSWEAR, INC. to be held on Thursday, May 22, 1997, at
10:00 a.m. at the offices of Smith, Gambrell & Russell, LLP, 3343 Peachtree
Road, NE, Suite 1800, Atlanta, Georgia 30326-1010, and any adjournment thereof:
<TABLE>
<S> <C>
1. To elect four (4) directors for a term of one year and until their
successors are elected and have qualified.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below
ISADOR E. MITZNER, J. DAVID KELLER, KENNETH L. BERNHARDT and
IRWIN LOWENSTEIN
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
-----------------------------------------------------------------
2. To vote in accordance with their best judgment with respect to any
other matters that may properly come before the meeting.
</TABLE>
(Continued and to be dated and signed on reverse side)
(Continued from front)
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ABOVE PROPOSAL AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
Please date and sign this Proxy
exactly as name(s) appears on the
mailing label.
-------------------------------------
-------------------------------------
Print Name(s):
-----------------------
NOTE: When signing as an attorney,
trustee, executor, administrator or
guardian, please give your title as
such. If a corporation or
partnership, give full name by
authorized officer. In the case of
joint tenants, each joint owner must
sign.
Date:
--------------------------------
