June 25, 1996
Security and Exchange Commission
Judiciary Plaza
450 5th Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the 1996 Annual Meeting of Stockholders of Swank, Inc. (the
"Company") scheduled to be held on July 31, 1996, enclosed is the Company's
definitive proxy statement, proxy card and Schedule 14a.
Very truly yours,
Swank, Inc.
By /s/ Andrew C. Corsini
<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securties 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-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Solicting Material Pursuant to 240.14a-11(c) or 240.14a-12
Swank, Inc.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
Jeffrey Messier, Assistant Controller
-----------------------------------------------
(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), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 securites to which transaction applies:
2. Aggregate number of securites to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(Set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid 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:
- ------------------------------------------------
<PAGE>
SWANK, INC. 6 Hazel Street, Attleboro, Massachusetts 02703
Notice of Annual Meeting of Stockholders
The 1996 Annual Meeting of Stockholders of SWANK, INC. (the "Company")
will be held at the Company's offices at 6 Hazel Street, Attleboro,
Massachusetts, on July 31, 1996 at 11:00 o'clock A.M. local time, for the
purpose of considering and acting upon the following:
1.The election of two (2) Class I directors to serve on the Company's
Board of Directors;
2.The approval of the appointment of Coopers & Lybrand, L.L.P. as the
independent accountants of the Company for the year 1996; and
3.The transaction of such other business as may properly come before
the meeting.
Only holders of record of Common Stock at the close of business on
June 24, 1996 will be entitled to notice of, and to vote at, the meeting or any
adjournment thereof.
By Order of the Board of Directors
Andrew C. Corsini,
Secretary
Dated: June 26, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
<PAGE>
SWANK, INC. 6 Hazel Street, Attleboro, Massachusetts 02703
PROXY STATEMENT
1996 Annual Meeting of Stockholders
July 31, 1996
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of SWANK, INC. (the "Company") of proxies in the form
enclosed for use at the Company's 1996 Annual Meeting of Stockholders (the
"Meeting") which will be held on the date, at the time and place and for the
purposes set forth in the foregoing notice, and at any adjournment or
postponement thereof. Any stockholder giving a proxy has the power to revoke the
same at any time before it is voted. All expenses in connection with the
solicitation of proxies will be borne by the Company. Proxies may be solicited
by certain officers and employees of the Company by mail, telephone, telecopier,
telegraph or personal interview.
The outstanding voting securities of the Company at the close of
business on June 24, 1996, the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting, consisted of 16,509,523 shares
of Common Stock, $.10 par value per share ("Common Stock"), each of which is
entitled to one vote. A majority of the outstanding shares entitled to vote,
present in person or by proxy, constitutes a quorum for the purposes of the
Meeting. This Proxy Statement and the accompanying form of proxy will be mailed
or otherwise furnished on or about June 26, 1996 to all stockholders of record
at the close of business on June 24, 1996.
OWNERSHIP OF VOTING SECURITIES
The following table sets forth information as of June 14, 1996 with respect
to each person (including any "group" of persons as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to the
Company to be the beneficial owner of more than 5% of the Common Stock:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name and Amount and
Address of Nature of Percent
Title of Beneficial Beneficial of
Class Owner Ownership Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock The New Swank, Inc. 10,313,372(1)(2) 62.5%
Retirement Plan
90 Park Avenue
New York, NY 10016
Common Stock Marshall Tulin 5,656,160(3)(4) 33.8%
90 Park Avenue
New York, NY 10016
Common Stock John Tulin 5,191,623(3)(5) 31.1%
90 Park Avenue
New York, NY 10016
Common Stock Raymond Vise 4,808,269(3)(6) 29.1%
8 El Paseo
Irvine, CA 92715
- --------------------------------------------------------------------------------
</TABLE>
(1) The Company has merged its Employee Stock Ownership Plan No. 1 ("ESOP I"),
Employee Stock Ownership Plan No. 2 ("ESOP II") and Savings Plan into one plan,
The New Swank, Inc. Retirement Plan (the "Retirement Plan"). This amount
includes (a) 5,521,509 shares of Common Stock allocated to participants' ESOP I
accounts in the Retirement Plan and as to which such participants may direct the
trustees of the Retirement Plan as to voting on all matters, (b) an additional
187,053 shares of Common Stock allocated to participants' ESOP I accounts in the
Retirement Plan as to which such participants may direct the trustees, as
described below, as to voting on certain significant corporate events such as
mergers, consolidations, recapitalizations, reclassifications, liquidations,
dissolutions or sales of substantially all of a trade or business of the Company
(collectively, "Significant Corporate Events"), (c) an additional 92,306 of such
shares allocated to the accounts of former employees, subject to forfeiture, and
able to be voted by the trustees on all matters on which stockholders may vote
and (d) 1,167,610 shares of Common Stock not allocated to participants in ESOP
I, which the trustees may vote in their sole discretion on all matters on which
stockholders may vote, except that, in the case of voting on Significant
Corporate Events, the trustees will vote such shares in the same proportion as
shares as to which voting instructions are received.
<PAGE>
(2) This amount also includes 2,685,483 shares of Common Stock allocated to
participants' ESOP II accounts in the Retirement Plan as to which participants
may direct the trustees as to voting only on Significant Corporate Events and as
to which the trustees may vote on all other matters in their discretion. Shares
allocated to ESOP II accounts as to which no voting instructions are received
are required to be voted in the same proportion as shares allocated to ESOP II
accounts as to which voting instructions are received. This amount also includes
659,411 shares held in the 401(k) accounts under the Retirement Plan, as to
which participants may direct the trustees as to voting on all matters and may
be disposed of in the discretion of the trustees.
(3) The trustees of the Retirement Plan are Marshall Tulin, Chairman of the
Board and a director of the Company, John A. Tulin, President and a director of
the Company and Raymond Vise, a director of the Company. This amount includes
(a) 1,167,610 shares of Common Stock not allocated to participants in ESOP I,
(b) 187,053 allocated shares held in ESOP I accounts as to which the trustees
have sole voting power (see footnote 1 above), (c) 92,306 shares of Common Stock
allocated to the accounts of former employees but voted by the trustees (see
footnote 1 above), (d) 2,685,483 shares held in ESOP II accounts as to which the
trustees have sole voting power (see footnote 2 above) and (e) 659,411 shares
held in the 401(k) accounts (see footnote 2 above).
(4) This amount includes 343,022 shares owned by Mr. Tulin's wife. Mr. Tulin
disclaims beneficial ownership of these shares. This amount also includes
211,209 shares which Mr. Tulin has the right to acquire within 60 days through
the exercise of stock options granted under the Company's 1981 Stock Option Plan
(the "1981 Plan") and its 1987 Incentive Stock Option Plan (the "1987 Plan")
(collectively, the "Plans").
(5) This amount includes 3,180 shares owned by Mr. Tulin's wife. Mr. Tulin
disclaims beneficial ownership of these shares. This amount also includes
192,209 shares which Mr. Tulin has the right to acquire within 60 days through
the exercise of stock options granted under the Plans.
(6) This amount includes 10,000 shares which Mr. Vise has the right to acquire
within 60 days through the exercise of stock options granted under the 1994
Non-Employee Director Stock Option Plan (the "1994 Plan").
The following table sets forth information at June 14, 1996 with respect to
the beneficial ownership of the Company's Common Stock by (a) each director
and each nominee for election as a director of the Company, (b) each executive
officer named in the Summary Compensation Table and (c) all directors and
executive officers of the Company as a group (13 persons). Unless otherwise
indicated, each person named below and each person in the group named below has
sole voting and investment power with respect to the shares of Common Stock
indicated as beneficially owned by such person or such group.
- -------------------------------------------------------------------------------
Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- -------------------------------------------------------------------------------
Mark Abramowitz 12,600 (1) Less than 1%
John J. Macht 5,000 (1) Less than 1%
James Tulin 244,430 (2) 1.5%
John Tulin 5,191,623 (3) 31.1%
Marshall Tulin 5,656,160 (4) 33.8%
Raymond Vise 4,808,269 (5) 29.1%
Lewis Valenti 224,839 (6) 1.3%
Melvin Goldfeder 278,771 (7) 1.7%
Richard S. Blum 211,867 (8) 1.3%
Eric P. Luft 58,414 (9) Less than 1%
All directors and executive
officers as a group(13 persons)7,558,564(10) 42.2%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 10,000 and 5,000 shares which Mssrs. Abramowitz and Macht,
respectively, have the right to acquire within 60 days through the exercise of
stock options.
(2) Includes 184,325 shares which Mr. Tulin has the right to acquire within 60
days through the exercise of stock options granted under the Plans and 60,105
shares of Common Stock allocated to his ESOP I account and 401(k) account under
the Retirement Plan.
(3) This amount includes the shares referred to in footnotes 3 and 5 to the
first table above under "Ownership of Voting Securities."
(4) This amount includes the shares referred to in footnotes 3 and 4 to the
first table above under "Ownership of Voting Securities."
(5) This amount includes the shares referred to in footnote 3 and 6 to the first
table above under "Ownership of Voting Securities."
(6) This amount includes 171,825 shares which Mr. Valenti has the right to
acquire within 60 days through the exercise of stock options granted under the
Plans and 53,014 shares of Common Stock allocated to his ESOP I account and
401(k) account under the Retirement Plan.
(7) This amount includes 184,325 shares which Mr. Goldfeder has the right to
acquire within 60 days through the exercise of stock options granted under the
Plans and 47,250 shares of Common Stock allocated to his ESOP I account and
401(k) account under the Retirement Plan.
(8) This amount includes 169,325 shares which Mr. Blum has the right to acquire
within 60 days through the exercise of stock options granted under the Plans and
42,542 shares of Common Stock allocated to his ESOP I account and 401(k) account
under the Retirement Plan.
(9) This amount includes 15,000 shares which Mr. Luft has the right to acquire
within 60 days through the exercise of stock options granted under the Plans and
43,414 shares of Common Stock allocated to his ESOP I account and 401(k) account
under the Retirement Plan.
(10) This amount includes the shares referred to in footnote 3 to the first
table above under "Ownership of Voting Securities." This amount also includes
1,404,725 shares of Common Stock which directors and executive officers as a
group have the right to acquire within 60 days through the exercise of stock
options granted under the Plans and the 1994 Plan.
<PAGE>
Pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended, officers, directors and holders of more than 10% of the outstanding
shares of Common Stock are required to file periodic reports of their ownership
of, and transactions involving, the Common Stock with the Securities and
Exchange Commission. Based solely on its review of copies of such reports
received by the Company or written representations from certain reporting
persons that no Form 5 was required for those persons, the Company believes that
its reporting persons have complied with all Section 16 filing requirements
applicable to them with respect to the Company's fiscal year ended December 31,
1995. The Company is not aware of any filing delinquencies from prior fiscal
years.
I. Nominees for Election as Directors
The Company's By-laws divide the Board of Directors into three classes,
designated as Class I, Class II and Class III, with each class to be as nearly
equal in number as possible. At each annual meeting of stockholders, directors
are elected for a term of three years to succeed those in the class whose terms
expire at such annual meeting.
On June 1, 1996, William B. MacLeod, a Class I director whose term of
office would have expired at the Meeting, passed away. At his death, there was
one remaining Class I director, three Class II directors and two Class III
directors. In order to meet the requirement of the By-laws that each Class of
directors of the Company be as nearly equal in number as possible, Mark
Abramowitz, a Class II director whose term of office would have continued until
the 1997 annual meeting of stockholders, agreed to be reclassified as a Class I
director and to stand for re-election at the Meeting. The number of directors
comprising the entire Board is now fixed at six, consisting of three classes of
two directors each.
Accordingly, Mark Abramowitz and James Tulin have been nominated to
serve as Class I directors for a term expiring at the 1999 annual meeting of
stockholders, with each such director to hold office until his successor shall
be elected and qualify.
The following sets forth certain information about each nominee for
election as a director of the Company and each director whose term of office
will continue after the annual meeting, including his principal occupation or
employment. Unless otherwise indicated thereon, all proxies received will be
voted in favor of the election of the nominees for election as directors. Should
any of the nominees not remain a candidate at the time of the annual meeting (a
situation which is not now anticipated), proxies solicited hereunder will be
voted in favor of those nominees who do remain as candidates and may be voted
for any substitute nominees. The affirmative vote of a plurality of votes cast
at the annual meeting is required to elect directors.
Nominees:
Mark Abramowitz (2)(3) - Class I
Mr. Abramowitz, who is 60 years old, has been a partner in the law firm of
Parker Chapin Flattau & Klimpl, LLP for more than the past five years. The firm
is general counsel to the Company. Mr. Abramowitz became a director in 1987.
James Tulin (1) - Class I
Mr. Tulin, who is 45 years old, is a Senior Vice President of the Company.
He joined the Company in 1974, became a Regional Sales Manager in 1978 and was
elected a Vice President in 1985 and a Senior Vice President in 1986. Mr. Tulin
became a director in 1985.
Directors whose term of office will continue after the annual meeting:
John J. Macht - Class II
Mr. Macht, who is 59 years old , has been President of The Macht Group, a
marketing and retail consulting firm, since July 1992. From April 1991 until
July 1992 Mr. Macht served as Senior Vice President of Jordan Marsh department
stores, a division of Federated Department Stores. Mr. Macht became a director
in December 1995.
John Tulin (1) - Class II
Mr. Tulin, who is 49 years old, is President of the Company. He joined the
Company in 1971. He was elected a Vice President in 1974, a Senior Vice
President in 1979, Executive Vice President in 1982 and President on October 24,
1995. Mr. Tulin became a director in 1975.
Marshall Tulin (1) - Class III
Mr. Tulin, who is 78 years old, is Chairman of the Board of the Company. He
joined the Company in 1940, was elected a Vice President in 1954, President in
1957 and Chairman of the Board on October 24, 1995. Mr. Tulin became a director
in 1956.
Raymond Vise (1)(2)(3) - Class III
Mr. Vise, who is 74 years old, served as Senior Vice President of the
Company for more than five years prior to his retirement in 1987. Mr. Vise
became a director in 1963.
(1) Member of the Executive Committee of the Board.
(2) Member of the Audit Committee of the Board. There were 2 meetings of this
committee during the last fiscal year. This committee reviews the Company's
financial statements with the independent accountants prior to their submission
to the Board, recommends to the Board the appointment of the independent
accountants, reviews the performance and scope of services to be provided by the
independent accountants and reviews the adequacy of internal accounting
procedures and controls.
<PAGE>
(3) Member of the Executive Compensation Committee of the Board. There was 1
meeting of this committee during the last fiscal year. This committee recommends
the annual compensation, including bonuses, for the 3 executive officers of the
Company who are also directors, each of whom has an employment agreement with
the Company (see "Remuneration and Related Matters"), and for the Company's
Chief Financial Officer.
There were 6 meetings of the Board during the last fiscal year. Each of
the directors attended at least 75% of the aggregate of all such Board meetings
and all meetings held by the committees of the Company on which he served. The
Company does not have any nominating or similar committee.
There are no family relationships among any of the persons listed above
or among any of such persons and any of the other executive officers of the
Company, except that James Tulin and John Tulin are sons of Marshall Tulin.
Remuneration and Related Matters
<TABLE>
The following table sets forth certain summary information concerning
compensation during the fiscal year ended December 31, 1995 with respect to each
person who served as the Company's Chief Executive Officer and each of the other
4 most highly compensated executive officers of the Company:
<CAPTION>
- --------------------------------------------------------------------------------
I. Summary Compensation Table
- --------------------------------------------------------------------------------
ANNUAL
COMPENSATION
- --------------------------------------------------------------------------------
OTHER ALL
NAME AND ANNUAL OTHER
PRINCIPAL COMPEN- COMPEN-
POSITION YEAR SALARY BONUS SATION SATION (8)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Marshall Tulin (1) 1995 $360,000 $ -0- $ 462
Chairman of 1994 360,000 250,000 18,489
the Board 1993 360,000 243,000 18,908
John Tulin (2) 1995 220,000 -0-$36,188(7) 462
President 1994 220,000 185,000 18,189
1993 215,000 150,000 18,408
Lewis Valenti (3) 1995 125,000 194,676 2,262
Senior Vice 1994 80,000 294,110 17,789
President 1993 80,000 263,479 16,908
Melvin Goldfeder(4)1995 95,000 130,661 2,262
Senior Vice 1994 95,000 124,856 12,689
President 1993 135,000 94,990 13,808
Richard S. Blum (5)1995 110,000 99,279 2,262
Senior Vice 1994 110,000 78,240 11,689
President 1993 107,500 68,420 8,779
Eric P. Luft (6) 1995 135,000 110,352 2,262
Senior Vice 1994 135,000 172,527 16,089
President 1993 132,500 114,135 10,490
- --------------------------------------------------------------------------------
</TABLE>
(1) Marshall Tulin served as President and Chief Executive Officer until October
25, 1995, when he was elected Chairman of the Board. Mr. Tulin has an employment
agreement with the Company which terminates on June 30, 1998 providing for a
salary at the rate of $360,000 per annum.
(2) John Tulin served as Executive Vice President of the Company until October
25, 1995, when he was elected President and Chief Executive Officer. Mr. Tulin
has an employment agreement with the Company which terminates on December 31,
1998 providing for a salary at the rate of $220,000 per annum.
(3) The bonus amounts shown for Lewis Valenti include sales commissions in
the amounts of $139,214, $234,110 and $213,479 for the years 1995, 1994 and
1993, respectively.
(4) The bonus amounts shown for Melvin Goldfeder include sales commissions in
the amounts of $130,661, $109,856 and $94,990 for the years 1995, 1994 and
1993, respectively.
(5) The bonus amounts shown for Richard S. Blum include sales commissions
in the amounts of $99,279, $68,240 and $58,420 for the years 1995, 1994 and
1993, respectively.
(6) The bonus amounts shown for Eric P. Luft include sales commissions in the
amounts of $110,352, $107,527 and $74,135 for the years 1995, 1994 and 1993,
respectively.
(7) This amount includes automobile lease payments of $18,929 and a travel
allowance of $9,450. Except as set forth for John Tulin for fiscal 1995,
perquisites and other personal benefits did not exceed the lessor of $50,000 or
10% of reported annual salary and bonus for any of the executive officers named
in the "Summary Compensation Table".
(8) The amounts set forth for 1995, 1994 and 1993, represent allocations under
certain benefit plans of the Company as follows:
- -------------------------------------------------------------------------------
DEFERRED
RETIREMENT PLAN COMPEN-
ESOP I ESOP II 401(k) SATION
ACCOUNTS ACCOUNTS ACCOUNTS PLAN TOTAL
- -------------------------------------------------------------------------------
1995
- ----
Marshall Tulin $ 359 $ 53 $ 50 $ 462
John Tulin 359 53 50 462
Lewis Valenti 359 53 50 $ 1,800 2,262
Melvin
Goldfeder 359 53 50 1,800 2,262
Richard S. Blum 359 53 50 1,800 2,262
Eric P. Luft 359 53 50 1,800 2,262
1994
- ----
Marshall Tulin 4,836 153 13,500 18,489
John Tulin 4,836 153 13,200 18,189
Lewis Valenti 4,836 153 1,800 11,000 17,789
Melvin
Goldfeder 4,836 153 1,800 5,900 12,689
Richard S. Blum 4,836 153 1,800 4,900 11,689
Eric P. Luft 4,836 153 1,800 9,300 16,089
1993
- ----
Marshall Tulin 3,865 258 1,285 13,500 18,908
John Tulin 3,865 258 1,285 13,000 18,408
Lewis Valenti 3,865 258 1,285 11,500 16,908
Melvin
Goldfeder 3,865 258 1,285 8,400 13,808
Richard S. Blum 2,713 181 1,285 4,600 8,779
Eric P. Luft 2,817 188 1,285 6,200 10,490
- -------------------------------------------------------------------------------
<PAGE>
Each director who is not also an employee of, or counsel or a
consultant to, the Company receives a fee of $2,000 per meeting of the Board and
of committees of the Board attended by him. In addition, pursuant to the terms
of the 1994 Plan, each director who is not also an employee of the Company or
any subsidiary of the Company in office immediately following each annual
meeting of stockholders at which directors are elected will, effective on the
date such annual meeting is held, automatically be granted an option to purchase
5,000 shares of Common Stock. During the fiscal year ended December 31, 1995,
Messrs. Abramowitz, MacLeod and Vise were each granted an option to purchase
5,000 shares of Common Stock at an exercise price per share of $1.28125, the
fair market value per share of Common Stock on the date of the grant.
John Macht was granted an option to purchase 5,000 shares of Common
Stock on December 12,1995, the date he was elected a director, at an exercise
price per share of $.804675, the fair market value per share of Common Stock on
that date.
Robert Tulin (who is the brother of Marshall Tulin and uncle of John
Tulin and James Tulin) was employed by the Company during 1995. Robert Tulin is
the director of advertising and is responsible for coordinating the production
of the Company's merchandise catalogs. Aggregate compensation paid Robert Tulin
by the Company for services rendered during 1995 amounted to $90,000.
The Company has entered into termination agreements with Messrs.
Marshall Tulin, John Tulin, Lewis Valenti, Melvin Goldfeder, Richard S. Blum and
Eric P. Luft which expire on December 31, 1998. In the event of a change in
control (as defined in such agreements) of the Company during the term of such
agreements followed by a significant change in the duties, powers or conditions
of employment of any such officer, the officer may within 2 years thereafter
terminate his employment and receive a lump sum payment equal to 2.99 times such
officer's "base amount" (as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")).
In 1983 the Company terminated its pension plans covering salaried
employees and salesmen and purchased annuities from the assets of those plans to
provide for the payment (commencing at age 62) of accrued benefits of those
employees who were not entitled to or did not elect to receive lump sum
payments. The accrued annual benefits for Messrs. John Tulin, Lewis Valenti,
Melvin Goldfeder, and Richard S. Blum are $13,116, $12,731, $10,991, and
$13,208, respectively.
<TABLE>
During the Company's fiscal year ended December 31, 1995, no stock
options were granted to any executive officers named in the Summary Compensation
Table. The following table sets forth certain information with respect to the
exercise of stock options by such executive officers and the number and value of
unexercised options held by them as of December 31, 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
(#) Unexercised In-the-Money
Shares Options at Options at
Acquired ($) FY-End (#) FY-End ($)
On Value Exercisable/ Exercisable/
Name Exercise RealizedUnexercisable Unexercisable
- ------- --------- --------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marshall Tulin 211,209 / 0 0 / 0
John Tulin 19,000 $12,482 192,209 / 0 0 / 0
Lewis Valenti 171,825 / 0 0 / 0
Melvin
Goldfeder 184,325 / 0 0 / 0
Richard S. Blum 169,325 / 0 0 / 0
Eric P. Luft 15,000 / 0 0 / 0
</TABLE>
The Company's Executive Compensation Committee consists of Raymond
Vise, a former Senior Vice President of the Company, and Mark Abramowitz. The
members of the Company's Stock Option Committee and the Company's Incentive
Share Committee are Mr. John J. Macht and Mr. Vise. Until his death on June 1,
1996, William B. MacLeod also served as a member of the Executive Compensation
Committee, the Stock Option Committee and the Incentive Share Committee. Ronald
Vise (who is the son of Raymond Vise) was employed by the Company during 1995 as
a commissioned salesman. Aggregate compensation paid to Ronald Vise for services
rendered during 1995 amounted to $183,419. Mark Abramowitz is a partner in the
law firm of Parker Chapin Flattau & Klimpl, LLP, which is retained by the
Company to provide legal services.
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 and the Performance Graph shall not be incorporated by reference into any
such filings.
REPORT OF BOARD AND COMPENSATION COMMITTEES
The Executive Compensation Committee of the Board of Directors, which
is comprised of two non-employee directors of the Company, determines, to the
extent not fixed pursuant to the terms of applicable employment agreements, the
compensation (other than through the grant of stock options) of the Chief
Executive Officer, other employee members of the Board of Directors, and the
Company's Chief Financial Officer. The entire Board of Directors is responsible
for developing executive compensation policies for the Company's other executive
officers. The Stock Option Committee, which is comprised of two non-employee
directors, administers the Company's 1981 Plan and 1987 Plan. The Incentive
Share Committee, which is comprised of two non-employee directors, administers
the Company's Incentive Share Plan (the "Incentive Plan").
<PAGE>
The main objectives of the Company's executive compensation structure
include rewarding individuals for their respective contributions to the
Company's performance, providing executive officers with a stake in the
long-term success of the Company and providing compensation programs and
policies that will attract and retain qualified executive personnel.
Historically, the members of the Board of Directors and the Executive
Compensation, Stock Option and Incentive Share Committees have chosen to achieve
these objectives through salary increases, bonuses under the Company's incentive
compensation program, contractual protections against changes in or loss of
employment in case of a change of control of the Company and periodic stock
option grants.
The Board of Directors and the Executive Compensation, Stock Option and
Incentive Share Committees believe that their deliberations should include,
among other things, due consideration to the performance of the Company, as well
as compensation levels in competing companies, individual contributions and the
executives' respective lengths of service with the Company. The salaries of
Marshall Tulin and John Tulin, each of whom served as Chief Executive Officer of
the Company during a portion of the fiscal year ended December 31, 1995, were
fixed pursuant to employment agreements. The Executive Compensation Committee
did not award bonus compensation to either Marshall Tulin or John Tulin and no
stock options were granted by the Stock Option Committee to either executive
officer during fiscal 1995, primarily due to the disappointing fiscal 1995
operating results of the Company compared to fiscal 1994.
Compensation through the periodic grant of stock options under the
Company's stock option plans is intended to coordinate executives' and
stockholders' long-term interests by creating a direct link between a portion of
executive compensation and increases in the price of Common Stock and the
long-term success of the Company. No stock options were granted to any executive
officer of the Company during fiscal 1995.
BOARD EXECUTIVE STOCK OPTION
OF COMPENSATION AND INCENTIVE
DIRECTORS COMMITTEE SHARE COMMITTEES
- --------- --------- -----------------
Mark Abramowitz Mark Abramowitz John J. Macht
John J. Macht Raymond Vise Raymond Vise
James Tulin
John Tulin
Marshall Tulin
Raymond Vise
<TABLE>
PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP, AND BOARD MARKET
<CAPTION>
- --------------------------------------------------------------------------------
FISCAL YEAR ENDING
COMPANY 1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SWANK, INC 100 115.38 123.08 146.15 130.77 92.31
PEER GROUP 100 129.53 199.90 265.81 152.07 185.17
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1995
The peer group includes companies that compete with the Company
in one or more of its product categories as well as companies in similar
industries. The peer group includes: Jaclyn, Inc., Comforce Corp. (formerly
The Lori Corporation) and Salant Corp.
Note: The stock price performance shown on the graph above is not necessarily
indicative of future price performance.
II. Approval of Independent Accountants
There will also be brought up for consideration at the Meeting the
approval of the appointment of accountants to perform the annual audit for the
fiscal year ending December 31, 1996. Subject to the action of the stockholders
at the Meeting, the Board has appointed the firm of Coopers & Lybrand, L.L.P.,
certified public accountants, as the independent accountants to audit the
financial statements of the Company for the current fiscal year. They have been
the Company's accountants since 1952. The board recommends their approval. A
representative of Coopers & Lybrand, L.L.P. is expected to be present at the
Meeting. Such representative will have the opportunity to make a statement if he
or she so desires and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the 1997 Annual
Meeting of Stockholders of the Company, stockholder proposals must be received
by the Company on or before February 27, 1997.
GENERAL
The accompanying proxy will be voted as specified by stockholders. If
no specification is made, it is intended that the proxy will be voted FOR the
election of directors and FOR the approval of the appointment of Coopers &
Lybrand, L.L.P. as the independent accountants of the Company.
Shares of Common Stock that are voted to abstain and broker non-votes
will be considered present at the Meeting in determining the presence of a
quorum. Shares abstaining with respect to any matter will be considered cast
with respect to that matter. Shares subject to broker non-votes with respect to
any matter will not be considered cast with respect to such matter.
The Board does not know of any other matter to be brought before the
meeting. If any other matters are properly brought before the meeting, the
persons named in the enclosed proxy intend to vote such proxy in accordance with
their best judgment on such matters.
By Order of the Board of Directors
Andrew C. Corsini
Secretary
June 26, 1996
<PAGE>
6 HAZEL STREET, ATTLEBORO, MASSACHUSETTS 02703
NOTICE OF ANNUAL MEETING OF STCKHOLDERS
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Marshall Tulin and John Tulin,
and each of them, with full power of substitution, the attorneys and proxies of
the undersigned, to attend the 1996 Annual Meeting of Stockholders of SWANK,INC.
(the "Company") to be held at the Company's offices at 6 Hazel Street,Attleboro,
Massachusetts, on July 31, 1996 at 11:00 A.M. local time, and all adjourments
thereof, to vote all shares of Common Stock of the Company which the undersigned
may be entitled to vote upon the following matters:
(PLEASE SIGN AND DATE THE PROXY ON THE REVERSE SIDE)
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
1. Election of two (2) Class I directors to serve on the Company's Board of
Directors:
NOMINEES:Mark Abramowitz
James Tulin
FOR WITHHOLD AUTHORITY
(except as indicated to TO VOTE FOR
the contrary below)
/ / / /
FOR, EXCEPT VOTES WITHHELD FROM THE FOLLOWING NOMINEE(S)
- -----------------------------------------------------------
2. The approval of the appointment of Coopers & Lybrand, L.L.P. as the
Independent acountants of the Company for the year ended 1996; and
FOR AGAINST ABSTAIN
/ / / / / /
3. The transaction of such other business as may properly come before the
meeting
UNLESS OTHERWISE INDICATED, THE PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DIRCTOR, "FOR" ITEM 2 AND WITH DISCRETION ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THIS FORM OF PROXY AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SIGNATURE_____________________________________________ DATE___________________
SIGNATURE_____________________________________________ DATE___________________
(SIGNATURE, IF HELD JOINTLY)
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, exector, administrator, trustee,
guardian or corporate officer, please give full title as such.
