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1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 3, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-4365
OXFORD INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Georgia 58-0831862
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 659-2424
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on
which registered
Common Stock, $1 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant: As of August 22, 1994, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant (based upon the closing price for the common stock on the New
York Stock Exchange on that date) was approximately $228,149,421.
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the last practicable date.
Number of shares outstanding
Title of each class as of August 22, 1994
Common Stock, $1 par value 8,650,215
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Documents Incorporated by Reference
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(1) Sections of 1994 Annual Report to Stockholders (Incorporated in
Parts II and IV of this Report).
(2) Sections of Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994. (Incorporated in Part III of this
Report).
2
PART I
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Item 1. Business.
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BUSINESS AND PRODUCTS
Introduction and Background
Oxford Industries, Inc. (the "Company") was incorporated under
the laws of the State of Georgia as Oxford Manufacturing Company,
Inc. on April 27, 1960. In 1967, its name was changed to Oxford
Industries, Inc. Its principal office is in Atlanta, Georgia.
The Company's primary business, which comprises a single
industry segment, is the design, manufacture, marketing and sale of
consumer apparel products in the popular to better price range.
Substantially all of the Company's distribution facilities, offices
and customers are located in the United States and most of its
manufacturing facilities are also located in the United States.
The Company is in a single line of business with two classes
of similar products, menswear and womenswear. The table below sets
forth, for each of the last three fiscal years, the percentage of
net sales attributable to each such class of similar products:
Fiscal Year Ended:
June 3, May 28, May 29,
1994 1993 1992
------ ------- -------
Menswear 73% 73% 70%
Womenswear 27% 27% 30%
------ ------- -------
100% 100% 100%
====== ======= =======
Menswear
Primary menswear products sold include men's suits, vests,
dress slacks and sportcoats and men's and boys' sportswear, dress
shirts, woven and knitted sport shirts, sweaters, slacks, shorts
and jeans.
Womenswear
Primary womenswear products sold include women's and girls'
sportswear, dresses, suits, sweaters, shirts, blouses, t-shirts,
sweatshirts, swimsuits, vests, jackets, skirts, shorts, jeans and
pants. Sportswear products are marketed as coordinates, which
include wardrobe items in styles and colors designed to be worn
together, or as separates.
3
DISTRIBUTION
The Company sells products to approximately 3,400 customers,
many of whom have multiple retail outlets. The Company's customers
include national and regional chain stores, mail order and catalog
firms, discount stores, department stores and chain and independent
specialty stores. Although the Company experienced a slight
decrease in the number of customers in fiscal 1994, sales to the
fifty largest customers increased by 13.2%. The decline in total
customers was due to the continuing focus on large financially
stable retailers.
Several product lines are designed and manufactured in
anticipation of orders for sale to department and specialty stores
and certain specialty chain and mail order customers. The Company
must make commitments for fabric and production in connection with
these lines. In the case of imports, these commitments can be up
to several months prior to the receipt of firm orders from
customers. These lines include both popular and better price
merchandise sold under brand and designer names or customers'
private labels.
The Company works closely with many customers to develop
large-volume product programs prior to commencement of production,
enabling the Company to take advantage of relative efficiencies in
planning, raw materials purchasing and utilization of production
facilities. Products sold under these progroms are in the
popular price range and usually carry the customers' trademarks,
although the Company offers some branded and designer programs for
this customer market.
The Company employs a sales force consisting of salaried and
commissioned sales employees and independent commissioned sales
representatives. Apparel sales offices and showrooms are
maintained by the Company in Atlanta, Chicago, Los Angeles, New
York and in both Dallas and Plano, Texas. Other showrooms are
maintained by independent commissioned sales representatives. A
majority of the Company's business is conducted by direct contacts
between the Company's divisional management and buyers and other
executives of the Company's customers.
MANUFACTURING, RAW MATERIALS AND SOURCES OF SUPPLY
Manufacturing and Raw Materials
Apparel products are manufactured from cotton, linen, wool,
silk, other natural fibers, synthetics and blends of these
materials. Materials used by the Company in its manufacturing
operations are purchased from numerous domestic and foreign textile
mills and converters in the form of woven or knitted finished
fabrics. Buttons, zippers, thread and other trim items are
purchased from both domestic and foreign suppliers. The Company's
domestic manufacturing facilities perform cutting, sewing and
related operations to produce finished apparel products from these
materials. At the end of the 1994 fiscal year, domestic production
for the Company accounted for almost 50% of the Company's business,
of which approximately 71% came from the Company's United States
manufacturing facilities, and approximately 29% came from United
States contractors.
4
In accordance with common industry practice, the Company often
purchases fabric and places it with domestic and foreign
independent contractors for production of goods conforming to the
Company's patterns, specifications and quality standards. The
Company also performs independent contracting services for other
companies to ensure maximum utilization of its production
facilities.
The Company imports finished apparel products meeting its
quality standards from suppliers in Central America, the Far East
and other areas. Imported goods are generally manufactured
according to designs and specifications furnished or approved in
advance of production by the Company. In order to place orders and
monitor production, the Company maintains buying offices in Hong
Kong and Singapore. The Company also retains unaffiliated buying
agents in several other countries.
The Company also uses its own facilities in Mexico, the
Dominican Republic and Costa Rica. These facilities generally
assemble finished apparel products from components made in the
United States.
Sources of Supply
The Company regards its domestic and foreign sources of raw
materials, finished goods and outside production as adequate, and
is not dependent on any single source or contractor. No single
supplier or contractor accounts for a material portion of the
Company's purchases or business. Alternative competitive sources
are available, and the Company does not anticipate significant
difficulty in meeting its supply and outside production
requirements. There are occasions, however, where the Company is
unable to take customer orders on short notice because of limited
availability of materials and/or production facilities.
The Company's import business could be adversely affected by
currency exchange fluctuations, changes in United States import
duties and trade restraints, political unrest in exporting
countries, and other factors normally associated with imports. The
Company believes it has diminished potential risks in its import
business by placing import programs with suppliers in several
different countries. The Company continues to expand assembly
operations in the Caribbean Basin to take greater advantage of
incentives implicit in United States trade policy.
TRADEMARKS, LICENSES AND PATENTS
Trademarks
Principal menswear trademarks owned by the Company are "Lanier
Clothes" for men's suits and sportcoats; "Oxford Shirtings" for
men's shirts; "Travelers Worstead" for mens suits; "Everset" and
"Everpress" for men's slacks; and "928" for young men's suited
separates.
Principal womenswear trademarks owned by the Company are
"RENNY" for women's sportswear; and "B.J. Design Concepts", "MBC",
and "Koala Blue" for t-shirts and sweatshirts.
5
The Company licenses its trademark "Merona" to the Target
Stores and Mervyn's divisions of the Dayton Hudson Corporation.
The license agreement calls for these divisions to pay minimum
royalties and additional royalties for sales above certain levels.
The minimum royalties due in the future have been reduced by actual
royalties paid in preceding years. If certain levels of royalty
payments have been made and renewal options exercised, Target
Stores will have the option to purchase the trademark in 1999.
Although the Company is not dependent on any single trademark,
it believes its trademarks in the aggregate are of significant
value to its business. If an attractive opportunity were to
present itself the Company would seriously consider the acquisition
of significant brands and related businesses.
Licenses
The Company also has the right to use trademarks under license
and design agreements with the trademarks' owners. Principal
menswear trademarks the Company has the right to use are "Polo by
Ralph Lauren" for boys' shirts, suits, shorts, swimwear, sweat
suits, woven and knitted sportswear, pants, sweaters, outerwear,
jackets, denim jeans and caps; "Robert Stock" for men's suits,
sportcoats, dress slacks; and "Oscar de la Renta" for
men's suits, sportcoats, vests, and dress slacks. Additionally,
the Company entered into several new license agreements during the
fiscal year ended June 3, 1994. These new agreements allow the
Company to use "Tommy Hilfiger" for men's dress shirts; "Savane"
and "Process 2000" for men's and boys dress and sports shirts; and
the Charles Schulz "Peanuts" characters for men's t-shirts and
sweatshirts.
Principal womenswear trademarks the Company has the right to
use are "Done Art & Design" for women's sportswear; and Charles
Schulz "Peanuts" characters for women's, junior and missy t-shirts,
sweatshirts, shortsets, cover-ups, dresses and pants.
Additionally, in January 1994 the Company entered into a license
and design agreement to use the trademark "Jump Start" characters
for women's t-shirts and sweatshirts.
The above mentioned license and design agreements will expire
at various dates through 1999. Many of the Company's licensing
agreements are eligible for renewal to extend the licenses through
various dates from 1994 through 2006.
Although the Company is not dependent on any single license
and design agreement, it believes its license and design agreements
in the aggregate are of significant value to its business. The
Company has entered into several manufacturing licenses that permit
the Company to use proprietary methods for producing wrinkle
resistant apparel products.
Patents
The Company owns several patents covering apparel manufacturing
processes and devices, but competitive processes and devices are
available to others, and these are not material to the Company's
business.
6
SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG
Seasonal Aspects of Business
The Company's business is generally divided among four retail
selling seasons: Spring, Summer, Fall and Holiday. Seasonal
factors can cause some variance in production and sales levels
among fiscal quarters in any fiscal year, but the Company does not
regard its overall business as highly seasonal.
Order Backlog
A large portion of sales are booked in advance of each season,
and it is therefore normal for the Company to maintain a
significant order backlog. As of June 3, 1994 and May 28, 1993,
the Company had booked orders amounting to approximately
$156,733,000 and $129,869,000, respectively, substantially all of
which were to be shipped within six months after each such date.
These numbers represent only store orders for shipments on hand and
do not include private-label contract balances. The Company does
not believe that this backlog information is indicative of sales to
be expected for the following year, because order backlog at the
end of May primarily represents only Fall season business.
WORKING CAPITAL
Working capital needs are affected primarily by inventory
levels, outstanding receivables and trade payables. The Company
had available for its use committed lines of credit with several
lenders aggregating $20,000,000 at June 3, 1994. These lines of
credit are used by the Company to cover fluctuations in working
capital needs. The Company had $10,000,000 outstanding under these
lines of credit at the end of the 1994 fiscal year, and $18,500,000
outstanding at the end of the 1993 fiscal year. In addition, at
the end of fiscal 1994, the Company had $122,000,000 in uncommitted
lines of credit of which $47,000,000 was reserved for the issuance
of letters of credit. At June 3, 1994 $9,500,000 was outstanding
under these lines of credit. At the end of fiscal 1993 the
Company had $97,000,000 in uncommitted lines of credit of which
$57,000,000 was reserved for the issuance of letters of credit. At
May 28, 1993 there were no amounts outstanding under these
uncommitted lines of credit. The total amount of letters of credit
outstanding totaled approximately $36,000,000 at the end of fiscal
1994, and approximately $39,000,000 at the end of fiscal 1993. The
Company had cash of $3,227,000 and $3,254,000 at the end of the
1994 and 1993 fiscal years. The Company anticipates continued use
and availability of short-term borrowings as working capital needs
may require.
During fiscal 1988, the Company issued an 8.62% note due in
annual installments through May 1996 which had an unpaid balance on
June 3, 1994 of $7,500,000. The note requires the Company to
maintain a tangible net worth of not less than $90,000,000 and
contains various covenants including restrictions on the amount of
retained earnings available for dividends and certain other
payments.
7
Inventory levels are affected by order backlog and anticipated
sales. It is general practice in the apparel industry to offer
payment terms of ten to 60 days from date of shipment, and the
Company's policies are consistent with this general practice.
The Company believes that its working capital requirements and
financing resources are comparable with those of other major,
financially sound apparel manufacturers.
MAJOR CUSTOMERS
The Company's ten largest customers accounted for 69 percent
and 64 percent of the Company's net sales in the 1994 and 1993
fiscal years. The increase percentage represents the Company's
continuing focus on large financially stable retailers. JCPenney
Company, Inc. accounted for 24 percent and 28 percent of net sales
in the 1994 and 1993 fiscal years, respectively. Lands' End, Inc.
accounted for 10 percent and 7 percent of net sales in the 1994 and
1993 fiscal years, respectively. The Company believes that its
relationships with all of its major customers, including JCPenney
Company, Inc., and Lands' End, Inc., are excellent.
COMPETITION
The Company's products are sold in a highly competitive
domestic market in which numerous domestic and foreign
manufacturers compete. No single manufacturer or small group of
manufacturers dominates the apparel industry. The Company believes
it is a major apparel manufacturing and marketing company, but
there are other apparel firms with greater sales and financial
resources.
Competition within the apparel industry is based upon styling,
marketing, price, quality, customer service and, with respect to
branded and designer product lines, consumer recognition and
preference. The Company believes it competes effectively with
other members of its industry with regard to all of these factors.
Successful competition in styling and marketing is related to the
Company's ability to foresee changes and trends in fashion and
consumer preference and to present appealing product programs to
its customers. Successful competition in price, quality and
customer service is related to its ability to maintain efficiency
in production, sourcing and distribution.
Growth in apparel imports and direct importing by retailers
present competitive risks to domestic apparel manufacturers. The
United States has implemented restrictive quotas on the importation
of many classifications of textiles and textile products from
certain countries and has adopted restrictive regulations governing
textile and apparel imports. The Multi-Fiber Arrangement (MFA), an
international textile trade agreement to which the United States is
a party and which permits broad import restraints, was temporarily
extended and remains effective through December 1994. During
December 1993, the United States and various other countries
concluded negotiation of the Uruguay Round of the General Agreement
on Tariffs and Trade. Under the Uruguay Round agreement, which is
currently being considered for ratification by the U.S. Congress,
quotas on textiles and textile products would be gradually removed.
Reduced restrictions on the importation of textiles and textile
products could increase competitive import pressure on the
Company's domestic manufacturing operations, but could also
positively affect its sourcing activities in some countries.
8
During fiscal 1994, the North American Free Trade Agreement
(NAFTA) was approved and implemented. Implementation of NAFTA has
not significantly affected or benefited the Company. The Company
has realized small duty savings under the agreement and it hopes to
increase sales to Mexico and Canada as its domestic customers
expand in the two countries.
EMPLOYEES
As of July 1, 1994, the Company employed 9,331 persons,
approximately 86% of whom were hourly and incentive paid production
workers. The Company believes its employee relations are
excellent.
Item 2. Properties.
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At June 3, 1994 the Company operated a total of 32 production
plants. Domestic plants, of which 20 plants are owned and five
plants are leased, are located in Alabama, Georgia, Mississippi,
North Carolina, South Carolina, Tennessee and Virginia. Foreign
plants, of which two are owned and five are leased, are located in
Mexico, Dominican Republic and Costa Rica. In the fiscal year
ended June 3, 1994 the Company closed one domestic manufacturing
facility. During the period after the end of the 1994 fiscal year
through August 22, 1994, the closure of two domestic manufacturing
facilities were announced.
The Company also maintains separate warehousing and
distribution facilities (in addition to space allocated for these
purposes in or adjacent to manufacturing plants) in Arizona,
California, Georgia, Mississippi and South Carolina.
Certain of the manufacturing, warehousing and distribution
facilities deemed owned by the Company are held pursuant to
long-term capital leases or lease purchase agreements, some of
which have been entered into by the Company in connection with
industrial revenue bond financing arrangements. Under this type of
financing, the facilities are subject to trust indentures or
security agreements securing the interests of the bondholders. See
Notes C and D in the Notes to Consolidated Financial Statements
forming a part of the financial statements included under Item 8 of
this Report.
General offices are maintained in a facility owned by the
Company in Atlanta. The Company leases sales, purchasing and
administrative offices in Atlanta, Chicago, Downey (California),
Hong Kong, Los Angeles, New York, Singapore, and in both Dallas and
Plano, Texas.
The Company owns substantially all of its machinery and
equipment. Current facilities are adequately covered by insurance,
generally well maintained and provide adequate production capacity
for current and anticipated future operations. Additionally, the
Company has recently approved plans to expand its distribution
in Lyons Georgia. This expansion will include the installation of new
equipment and a new computer system.
9
Item 3. Legal Proceedings.
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Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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Not applicable.
Item 4A. Executive Officers of the Registrant.
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Name Age Office Held
- --------------------- --- -------------------------
J. Hicks Lanier 54 Chairman of the Board and
President
Ben B. Blount Jr 55 Executive Vice President --
Planning and Development
R. William Lee, Jr. 64 Executive Vice President --
Finance and Administration
Knowlton J. O'Reilly 54 Group Vice President
Messrs. J. Hicks Lanier, Ben B. Blount, Jr., R. William
Lee, Jr. and Knowlton J. O'Reilly are also directors of the
Company. The Board of Directors of the Company elects executive
officers annually.
Mr. J. Hicks Lanier has served as President of the Company
since 1977. In 1981 he was elected as Chairman of the Board.
Mr. Ben B. Blount, Jr. has been Executive Vice President --
Planning and Development since 1986. Mr. Blount was President of
Kayser Roth Apparel, an apparel manufacturer and marketer, from
1982 to 1986. Prior to 1982 he was Group Vice President of the
Company.
Mr. R. William Lee, Jr. was Vice President -- Finance and
Administration of the Company from 1977 to 1986. In 1986 he was
elected to serve in his present position as Executive Vice
President -- Finance and Administration.
Mr. Knowlton J. O'Reilly has served as Group Vice President of
the Company since 1978.
10
PART II
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Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
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Incorporated by reference to the table presented under the
heading "Common Stock Information" on page 23 of the Company's 1994
Annual Report to Stockholders (Exhibit 13 hereto). On August 22,
1994, there were 946 holders of record of the Company's common
stock.
During the 1988 fiscal year, the Company signed a $30,000,000,
8.62% note due in annual installments through May 1996. The
remaining unpaid balance on June 3, 1994 was $7,500,000. The note,
as amended, contains various financial covenants including a
provision restricting dividends and similar payments after February
26, 1988, to a cumulative limit of $22,500,000 plus 75% (or minus
100% in the case of a loss) of earnings (or losses) after that
date. Unrestricted retained earnings equalled $19,471,000 at the
end of the 1994 fiscal year.
Item 6. Selected Financial Data.
- ---------------------------------
Incorporated by reference to page 12 of the Company's 1994
Annual Report to Stockholders (Exhibit 13 hereto).
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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Incorporated by reference to page 13 and 14 of the Company's
1994 Annual Report to Stockholders (Exhibit 13 hereto).
Item 8. Financial Statements and Supplementary Data.
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Financial statements, including selected quarterly financial
data, are incorporated by reference to pages 15 through 23 of the
Company's 1994 Annual Report to Stockholders (Exhibit 13 hereto).
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
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Not applicable.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Information required by this item covering directors of the
Company is incorporated by reference to the information presented
under the heading "Election of Directors - Directors and Nominees"
in the Company's Proxy Statement dated August 26, 1994, which will
be filed with the Securities and Exchange Commission not later than
120 day after June 3, 1994. Information required by this Item
covering executive officers of the Company is set forth under Item
4A of this Report.
11
Item 11. Executive Compensation.
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Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information" in the
Company's Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
- -------------------------------------------------------------
Incorporated by reference to the information presented under
the heading "Beneficial Ownership of Common Stock" in the Company's
Proxy Statement dated August 26, 1994, which will be filed with the
Securities and Exchange Commission not later than 120 days after
June 3, 1994.
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information -
Compensation Committee Interlocks and Insider Participation" in the
Company's Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
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(a) 1. Financial Statements
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Included on pages 15 through 23 of the 1994 Annual Report to
Stockholders (Exhibit 13 hereto) and incorporated by reference in
this Form 10-K:
Report of Independent Public Accountants.
Consolidated Balance Sheets at June 3, 1994 and
May 28, 1993
Consolidated Statements of Earnings for years ended
June 3, 1994, May 28, 1993 and May 29, 1992.
Consolidated Statements of Stockholders' Equity for
years ended June 3, 1994, May 28, 1993 and May 29,
1992.
Consolidated Statements of Cash Flows for years ended
June 3, 1994, May 28, 1993 and May 29, 1992.
Notes to Consolidated Financial Statements for years
ended June 3, 1994, May 28, 1993 and May 29, 1992.
12
2. Financial Statement Schedules
-----------------------------
Included herein:
Report of Independent Public Accountants on
Financial Statement Schedules.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule IX - Short-term Borrowings.
Schedule X - Supplementary Income Statement
Information.
3. Exhibits
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3(a) Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3(a) to the Company's Form 10-Q for the
fiscal quarter ended August 28, 1992.
3(b) Bylaws of the Company.
4(a) Note Agreement between the Company and The Prudential
Insurance Company of America dated May 26, 1988 covering the
Company's 8.62% promissory note due May 24, 1996.
Incorporated by reference to Exhibit 4(a) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
4(b) Amendment dated October 27, 1989 to Note Agreement between
the Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(b) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
4(c) Amendment dated May 3, 1990 to Note Agreement between the
Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(c) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
13
4(d) Amendment dated July 19, 1990 to Note Agreement between the
Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(d) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
10(a) Split-Dollar Life Insurance Agreement. Incorporated by
reference to Exhibit 10(a) to the Company's Form 10-K for
the fiscal year ended May 29, 1992.
10(b) Group Life Insurance Plan, effective January 1, 1993.
Incorporated by reference to Exhibit 10(b) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
10(c) 1984 Stock Option Plan. Incorporated by reference to
Exhibit 28 to the Company's Form 8-K filed January 17, 1991.
10(d) Long Range Incentive Plan, as amended through July 31, 1992.
Incorporated by reference to Exhibit 10(d) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
10(e) Summary of Executive Medical Reimbursement Plan.
10(f) Management Incentive Bonus Program, as amended through June
1, 1991. Incorporated by reference to Exhibit 10 to the
Company's Form 10-K for the fiscal year ended May 31, 1991.
10(g) Executive Officers' Long Range Incentive Plan. Incorporated
by reference to Exhibit 10(g) to the Company's Form 10-K
for the fiscal year ended May 28, 1993.
10(h) 1992 Stock Option Plan. Incorporated by reference to
Exhibit A, "1992 Stock Option Plan", to the Company's Proxy
Statement dated August 28, 1992. The 1992 Stock Option Plan
was approved on October 5, 1992 by the Company's
shareholders.
11 Statement re computation of per share earnings.
13 1994 Annual Report to Stockholders (furnished for the
information of the Commission and not deemed "filed" or part
of this Form 10-K except for those portions expressly
incorporated herein by reference).
24 Consent of Arthur Andersen & Co.
25 Powers of Attorney.
The Company agrees to file upon request of the Securities
and Exchange Commission a copy of all agreements evidencing
long-term debt of the Company and its subsidiaries omitted
from this report pursuant to Item 601(b)(4)(iii) of
Regulation S-K.
Shareholders may obtain copies of Exhibits without charge
upon written request to the Corporate Secretary, Oxford
Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta,
Georgia 30308.
14
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Oxford Industries, Inc.
/s/J. Hicks Lanier
------------------
Chairman and President
Date: August 31, 1994
---------------
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Company in the capacities and on the dates
indicated.
Signature Capacity Date
- -------------------------- ----------------- ---------
/s/J. Hicks Lanier Chairman and 08/31/94
- -------------------------- President, Chief --------
J. Hicks Lanier Executive Officer
and Director
/s/R. William Lee, Jr. Executive 08/31/94
- -------------------------- Vice President, --------
R. William Lee, Jr. Chief Financial
Officer and
Director
/s/Debra A. Pauli Controller and 08/31/94
- -------------------------- Chief Accounting --------
Debra A. Pauli Officer
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Ben B. Blount, Jr.*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Cecil D. Conlee*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
John B. Ellis*
*by power of attorney
15
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Thomas Gallagher*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Bradley Hale*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Clifford M. Kirtland, Jr.*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
J. Reese Lanier*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Knowlton J. O'Reilly*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Robert E. Shaw*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Robert Strickland*
*by power of attorney
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To Oxford Industries, Inc.:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included
in Oxford Industries, Inc.'s 1994 Annual Report to Stockholders
incorporated by reference in this Form 10-K, and have issued our
report thereon, dated July 15, 1994. Our audits were made for the
purpose of forming an opinion on the basic financial statements
taken as a whole. The schedules listed in Item 14(a)2 are the
responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required
to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
July 15, 1994
17
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
-------------------------------------------------
Column A Column B Column C Column D Column E
- ---------------------- ---------- -------------------- ---------- --------
Additions Deductions
--------------------- ----------
Balance at Charged Balance
Beginning to at End
Description of Period Income Recoveries Write-Offs of Period
- ---------------------- ---------- ---------- ---------- ---------- ----------
Reserves for losses
from accounts receivable:
Year ended May 29, 1992 $1,871,000 $833,000 $73,000 $885,000 $1,892,000
========== ========== ======== ========== ==========
Year ended May 28, 1993 $1,892,000 $85,000 $204,000 $188,000 $1,993,000
========== ========== ======== ========== ==========
Year ended June 3, 1994 $1,993,000 $1,793,000 $73,000 $1,559,000 $2,300,000
========== ========== ======== ========== ==========
18
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE IX - SHORT-TERM BORROWINGS
-----------------------------------
Column A Column B Column C Column D Column E Column F
- ---------------- ---------- ---------- ------------ ------------- -------------
Average Maximum Average Weighted
Category of Interest Amount Amount Average
Aggregate Balance Rate at Outstanding Outstanding Interest
Short-Term at End of End of During the During the Rate During
Borrowings Period Period Period Period the period(A)
- --------------- ----------- ---------- ------------ ------------- --------------
May 29, 1992:
Notes payable -
banks (NA) (NA) (B) $51,000 4.4%
May 28, 1993:
Notes payable -
banks $18,500,000 3.2% $28,500,000 $13,510,000 3.3%
June 3, 1994:
Notes payable -
banks $19,500,000 4.5% $50,000,000 $28,570,000 3.5%
- -------------------
(A) The weighted average rate was computed by dividing related
interest expense by average short-term borrowings outstanding,
calculated on a daily basis.
(B) No short-term borrowings outstanding at end of period, or at the
end of any month during the year.
(NA) No short-term borrowings outstanding at end of period.
19
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
-------------------------------------------------------
Column A Column B
-------- ----------------
Charged to costs
Item and expenses
-------- ----------------
Year ended May 29, 1992:
Maintenance and repairs $5,494,000
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
Year ended May 28, 1993:
Maintenance and repairs $5,794,000
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
Year ended June 3, 1994:
Maintenance and repairs *
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
- -------------------
*Total of expense category was less than 1% of net sales or can be
ascertained from the Company's financial statements.