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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file no. 1-5354
SWANK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-1886990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Hazel Street, Attleboro, Massachusetts 02703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 508) 222-3400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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 .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the 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. / /
The aggregate market value of the Common Stock of the
Registrant held by non-affiliates of the Registrant on March 7,
2000 was $7,704,049. Such aggregate market value is computed by
reference to the last sale price of the Common Stock on such
date.
The number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
16,569,423 shares of Common Stock as of the close of business on
March 7, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended December 31,
1999 - Incorporated by reference into Parts I and II of
this Form 10-K.
Portions of the Registrant's Proxy Statement relating
to the Registrant's 2000 Annual Meeting of
Stockholders - Incorporated by reference into Part III
of this Form 10-K
PART I
Item 1. Business.
Swank, Inc. (the "Company") was incorporated on April 17,
1936. The Company is engaged in the manufacture, sale and
distribution of men's and women's fashion accessories under the
names "Kenneth Cole", "Geoffrey Beene", "Pierre Cardin",
"Claiborne", "John Henry","Yves Saint Laurent", "Swank", "Colours
by Alexander Julian", "Anne Klein", "Anne Klein II", "Guess?" and
"DKNY", among others.
Products
The Company's segments, men's accessories and women's
accessories, are described below:
Men's Accessories. Men's leather accessories,
principally belts, wallets and other small leather goods
including billfolds, key cases, card holders and other items, and
suspenders are distributed under the names "Geoffrey Beene",
"Pierre Cardin", "Claiborne", "John Henry", "Kenneth Cole", "Yves
Saint Laurent", "Guess?", "Swank" and "Colours by Alexander
Julian". The Company also manufactures and distributes men's
leather accessories for customers' private labels. Men's jewelry
consists principally of cuff links, tie klips, chains and tacs,
bracelets, neck chains, vest chains, collar pins, key rings,
money klips which are distributed under the names "Geoffrey
Beene", "Pierre Cardin", "Claiborne", "John Henry", "Kenneth
Cole", "Yves Saint Laurent", "Guess?", "Swank" and "Colours by
Alexander Julian".
Women's Accessories. Women's accessories consist of
women's jewelry products, primarily necklaces, earrings,
pendants, chokers, bracelets, hair ornaments and scarf clips
which are distributed under the names "Anne Klein" and "Anne
Klein II", "Guess?", "Yves Saint Laurent", "Kenneth Cole" and
"DKNY". The Company also manufactures women's jewelry
(principally necklaces, brooches, hair accessories and earrings)
for private label distribution.
As is customary in the fashion accessories industry,
substantial percentages of the Company's sales and earnings for
each of its segments occur in the months of September, October
and November, during which the Company makes significant
shipments of its products to retailers for sale during the
holiday season. The Company's bank borrowings are at a peak
during the months of August, September, October and November to
enable the Company to carry significant amounts of inventory and
accounts receivable.
In addition to product, pricing and terms of payment,
the Company's customers generally consider one or more factors,
such as electronic order processing and timeliness and
completeness of shipments, as important in maintaining ongoing
relationships. In addition, the Company generally will allow
customers to return merchandise in order to achieve proper stock
balances. These factors, among others, result in the Company
increasing its inventory levels during the Fall selling season in
order to meet customer imposed requirements. These practices are
applicable to each of the Company's segments and the Company
believes that they are substantially consistent throughout the
fashion accessories industry.
The relative contributions to total net sales and
gross profit from the Company's segments, men's accessories and
women's accessories, for the last three fiscal years and the
relative year-to-year changes in such contributions during such
period are shown in the following table (in thousands):
Fiscal Year Ended December 31, Percentage Change
1999 1998 1997 1999-98 1998-97
Contribution to Net Sales
$ 102,446 $ 95,356 $ 86,574 Mens Accessories 7% 10%
54,302 49,972 43,999 Womens Accessories 9% 14%
6,071 6,442 6,501 Other (6)% (1)%
$ 162,819 $ 151,770 $ 137,074 Total Net Sales 7% 11%
Contribution to Gross Profit
$ 36,536 $ 36,986 $ 34,594 Mens Accessories (1)% 7%
22,427 24,008 21,276 Womens Accessories (7)% 13%
3,437 3,646 3,657 Other (6)% 0%
$ 62,400 $ 64,640 $ 59,527 Total Gross profit (4)% 9%
The components of Net Sales are gross sales less cash
discounts, allowances and customer returns. Other includes sales
of the Company's products and other products through the
Company's factory outlet stores.
Certain other financial information with regard to
men's accessories and women's accessories, including revenue,
segment profit and segment assets, appears in Note K to the
Company's consolidated financial statements on page 16 of the
Company's 1999 Annual Report to Stockholders (the "1999 Annual
Report"), which is Exhibit 13.01 to this Annual Report on Form 10-K,
which information is incorporated herein by reference.
Sales and Distribution
The Company's customers are primarily major retailers
within the United States. Sales to the Company's two largest
customers, Federated Department Stores, Inc. and The May
Department Stores Company, accounted for approximately 17% and
14%, respectively, of consolidated net sales in 1999,
approximately 16% and 15%, respectively, in 1998 and
approximately 17% and 13%, respectively, in 1997. In addition,
Dayton Hudson Corp. accounted for approximately 10% of
consolidated net sales in 1998. No other customer accounted for
more than 10% of consolidated net sales during fiscal years
1999, 1998 and 1997 . Exports to foreign countries accounted for
5%, 5% and 8% of consolidated net sales in each of the Company's
fiscal years ended December 31, 1999, 1998 and 1997, respectively.
Approximately 98 salespeople and district managers are
engaged in the sale of products of the Company, working out of
sales offices located in four major cities in the United States.
The Company has separate sales forces to handle the distribution
to retailers of men's accessories and women's accessories. In
addition, the Company sells certain of its products at retail in
17 factory outlet stores located in 10 states. The Company has
licensed or sub-licensed the production and sale of certain of
its lines in certain foreign countries under royalty arrangements.
Manufacturing
Items manufactured by the Company accounted for
approximately 52% of consolidated net sales in fiscal 1999. The
Company manufactures and/or assembles women's and men's jewelry
products at the Company's plant in Attleboro, Massachusetts and
the Company's 65% owned subsidiary, Joyas y Cueros de Costa Rica,
S.A. ("Joyas y Cueros"), manufactures women's jewelry at a plant
located in Cartago, Costa Rica. However, the Company recently
announced that it was ceasing jewelry production operations at
its Attleboro facility and would transfer its remaining
production requirements to third party vendors and to Joyas y
Cueros. See "Recent Developments" below for further information
concerning the termination of jewelry production operations at
the Attleboro facility. The Company manufactures belts at the
Company's plant located in South Norwalk, Connecticut and Joyas y
Cueros manufactures belts at a second facility located in
Cartago, Costa Rica.
The Company purchases substantially all of its small
leather goods, principally wallets, from a single supplier in
India. Unexpected disruption of this source of supply could
have an adverse effect on the Company's small leather goods
business in the short-term depending upon the Company's inventory
position and on the seasonal shipping requirements at that time.
However, the Company believes that alternative sources for small
leather goods are available and could be utilized by the Company
within several months. The Company also purchases finished
women's jewelry, finished belts and other accessories as well as
certain belt components, including buckles, from a number of
suppliers in Europe, South America and the Far East. The Company
believes that alternative suppliers are readily available for
substantially all purchased items. Raw materials are purchased
in the open market from a number of domestic and foreign
suppliers and are readily available.
Advertising Media and Promotion
Substantial expenditures on advertising and promotions
are an integral part of the Company's business. Approximately 7%
of net sales was expended on promotions in 1999, of which
approximately 1% was for advertising media, principally in
national consumer magazines, trade publications, newspapers,
radio and television. The remaining approximately 6% was expended
for in-store promotions, cooperative advertising, fixtures,
displays and point-of-sale materials.
Competition
The businesses in which the Company is engaged are
highly competitive. The Company competes with, among others,
Trafalgar, Salant, Humphrey, Fossil, Tandy Brands Accessories,
Inc. and private label programs in men's belts; Tandy Brands
Accessories, Inc., Fossil, Mundy, and retail private label
programs in small leather goods; David Donahue in men's jewelry;
and Liz Claiborne, Monet, Carol Lee, and Victoria Creations in
women's jewelry. The ability of the Company to continue to
compete will depend largely upon its ability to create new
designs and products, to meet the increasing service and
technology requirements of its customers and to offer consumers
high quality merchandise at popular prices.
Patents, Trademarks and Licenses
The Company owns the rights to various patents,
trademarks, trade names and copyrights and has exclusive licenses
in the United States for, among other things, (i) men's and
women's leather accessories under the name "Pierre Cardin", (ii)
men's costume jewelry under the name "Pierre Cardin", (iii)
women's costume jewelry under the names "Anne Klein" and "Anne
Klein II", "Kenneth Cole" and "DKNY", (iv) men's leather
accessories and costume jewelry under the names "Geoffrey Beene",
"Claiborne", "Kenneth Cole", "John Henry", "Yves Saint Laurent"
and "Colours by Alexander Julian" and (v) men's small leather
goods and men's and women's costume jewelry under the name
"Guess?". The Company also has exclusive licenses for men's and
women's costume jewelry under the name "Yves Saint Laurent" in
the United States and certain other areas of the world. The
Company's "Geoffrey Beene", "Pierre Cardin", "Claiborne",
"Kenneth Cole", "John Henry", "Yves Saint Laurent", "Anne Klein"
and "Anne Klein II", "Guess?" and "DKNY" licenses collectively
may be considered material to the Company's business. The Company
does not believe that its business is materially dependent on any
one license agreement. The "Pierre Cardin" leather accessories
license provides for percentage royalty payments not exceeding 5%
of net sales. The "Anne Klein", "Anne Klein II", "Claiborne",
and "John Henry" licenses provide for percentage royalty payments
not exceeding 6% of net sales. The "Guess?" and "Geoffrey Beene"
licenses provide for percentage royalty payments not exceeding 7%
of net sales. The "Yves Saint Laurent" leather accessories
license, the "Kenneth Cole" licenses and the "Pierre Cardin"
costume jewelry license provide for percentage royalty payments
not exceeding 8% of net sales. The "Yves Saint Laurent" jewelry
licenses and the "DKNY" license provide for percentage royalty
payments not exceeding 10% of net sales. The license agreements
to which the Company is a party generally specify minimum
royalties and minimum advertising and promotion expenditures. The
Company's "Geoffrey Beene" license expires June 30, 2002. The
Company's licenses to distribute "Pierre Cardin" jewelry and
leather accessories, and "Kenneth Cole" leather accessories
expire December 31, 2000. The Company's "Kenneth Cole" jewelry
licenses and its "Claiborne" and "Yves Saint Laurent" licenses
expire December 31, 2001. The Company's "DKNY" license and its
"Anne Klein" and "Anne Klein II" license expire December 31,
2002. The Company's "Guess?" licenses expire June 30, 2000.
Employees
The Company has approximately 1,300 employees, of whom
approximately 900 are production employees. Approximately 230
employees are employed by Joyas y Cueros at its facilities
located in Costa Rica. None of the Company's or Joyas y Cueros'
employees are represented by labor unions and management believes
its relationships with their respective employees to be
satisfactory.
Recent Developments
On March 16, 2000, the Company announced a plan to
cease production operations at its jewelry manufacturing facility
located in Attleboro, Massachusetts and transfer its remaining
domestic jewelry production requirements to its majority-owned
subsidiary, Joyas y Cueros, S.A. de Costa Rica, and certain third-
party vendors. Manufacturing operations at Attleboro will cease
following the orderly transition of merchandise requirements to
other resources which is expected to be completed during the
second quarter of 2000. Management has concluded that its
Attleboro manufacturing facility can no longer be competitive in
light of the increasing pressure to sustain gross margins at both
the wholesale and retail level and that maintaining a domestic
large-scale jewelry manufacturing operation is not economically
viable. In connection with the closure, the Company will take a
charge against pretax earnings of approximately $1,400,000 to
$1,600,000 in the first quarter of 2000 to cover employee
severance and related costs. Additional integration expenses
associated with the writedown of certain inventory, currently
estimated at $550,000, are also likely to be incurred in fiscal
2000 as the Company completes the process of resourcing its
remaining merchandise requirement. Integration costs will be
expensed as incurred.
Item 2. Properties.
The Company's main administrative office is located in
a three-story building, containing approximately 193,000 square
feet, on a seven-acre site owned by the Company in Attleboro,
Massachusetts. The Company manufactures and/or assembles jewelry
products for both the women's accessories and men's accessories
segments at this facility. Reference is made to the information
with regard to the Company's Attleboro jewelry manufacturing
facility set forth above in Item 1 under the caption "Recent
Developments."
The Company's national and international sales offices,
executive offices and regional sales offices are located in
leased premises at 90 Park Avenue, New York City. The leases of
such premises expire in 2010. Regional sales offices are also
located in leased premises in Atlanta, Chicago and Beverly Hills
and a branch office is leased in Scottsdale. The leases for the
preceding premises expire from 2001 to 2003. Collectively, these
offices contain approximately 25,000 square feet.
The Company also leases a warehouse containing
approximately 242,000 square feet in Taunton, Massachusetts,
which is used in the distribution of all of the Company's
products. In addition, one of the Company's factory stores is
located within the Taunton location. The lease for these
premises expires in 2001.
Men's belts, suspenders and certain other leather
accessories within the men's accessories segment are manufactured
in premises owned by the Company in South Norwalk, Connecticut
consisting of a manufacturing plant and office space in a 126,500
square foot building, located on approximately seven and one-half
acres.
Joyas y Cueros manufactures and/or assembles women's
jewelry products in a leased building of approximately 27,700
square feet and manufactures men's belts in a leased building of
approximately 45,600 square feet. Both of these buildings are
located in Cartago, Costa Rica. The leases for these premises
expire in 2003.
The Company's manufacturing and distribution facilities
are equipped with modern machinery and equipment, substantially
all of which is owned by the Company with the remainder leased.
In management's opinion, the Company's properties and machinery
and equipment are adequate for the conduct of the respective
businesses to which they relate.
The Company presently operates 16 factory outlet stores
in addition to the outlet store in Taunton, Massachusetts as
described above. These stores have leases with terms not in
excess of five years and contain approximately 38,000 square feet
in the aggregate.
Item 3. Legal Proceedings.
(a) On June 7, 1990, the Company received notice from
the United States Environmental Protection Agency ("EPA") that
it, along with fifteen others, had been identified as a
Potentially Responsible Party ("PRP") in connection with the
release of hazardous substances at a Superfund site located in
Massachusetts. This notice does not constitute the commencement
of a proceeding against the Company nor necessarily indicate that
a proceeding against the Company is contemplated. The Company,
along with six other PRP's, has entered into an Administrative
Order pursuant to which, inter alia, they have undertaken to
conduct a remedial investigation/feasibility study (the "RI/FS")
with respect to the alleged contamination at the site.
It is the position of the PRPs who have undertaken to
perform the RI/FS at the Massachusetts Superfund site that the
remedial investigation has been completed. The Massachusetts
Superfund site is adjacent to a municipal landfill that is in the
process of being closed under Massachusetts law. The Company
believes that the issues regarding the site are under discussion
among state and federal agencies due to the proximity of the site
to the landfill and the composition of waste at the site.
Therefore, it is premature to make a determination whether this
matter may have a material adverse effect on the company's
operating results, financial condition or cash flows. The PRP
Group's accountant's records reflect group expenses since
December 31, 1990, independent of legal fees, in the amount of
$1,944,930 as of December 31, 1999. The Company's share of costs
for the RI/FS is being allocated on an interim basis at 12.5177%.
In September 1991, the Company signed a judicial
consent decree relating to the Western Sand and Gravel site
located in Burrillville and North Smithfield, Rhode Island. The
consent decree was entered on August 28, 1992 by the United
States District Court for the District of Rhode Island. The most
likely scenario for remediation of the ground water at this site
is through natural attenuation which will be monitored for a
period of up to 24 years. Estimates of the costs of remediation
range from approximately $2.8 million for natural attenuation to
approximately $7.8 million for other remediation. Based on
current participation, the Company's share is 7.99% of
approximately 75% of the costs. Management believes that this
site will not result in any material adverse effect on the
Company's operating results, financial condition or cash flows
based on the results of periodic tests conducted at the site.
In 1988, the Company received notice from the
Department of Pollution Control and Ecology of the State of
Arkansas that the Company, together with numerous other
companies, had been identified as a PRP in connection with the
release or threatened release of hazardous substances from the
Diaz Refinery, Incorporated site in Diaz, Arkansas. The Company
has advised the State of Arkansas that it intends to participate
in negotiations with the Department of Pollution Control and
Ecology through the committees formed by the PRPs. The Company
has not received further communications regarding the Diaz site.
Therefore, it is premature to make a determination whether this
matter may have a material adverse effect on the Company's
operating results, financial condition or cash flows.
(b) No material pending legal proceedings were
terminated during the three-month period ended December 31, 1999.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant
The executive officers of the Company are as follows:
Name Age Title
Marshall Tulin 82 Chairman of the Board and
Director
John A. Tulin 53 President and Chief
Executive Officer and
Director
James E. Tulin 48 Senior Vice President -
Merchandising and
Director
Richard V. Byrnes, Jr. 40 Senior Vice President -
Operations
Paul Duckett 59 Senior Vice President -
Distribution and Retail
Store Operations
Melvin Goldfeder 63 Senior Vice President -
Special Markets Division
Jerold R. Kassner 43 Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Eric P. Luft 44 Senior Vice President -
Men's Division
Lewis Valenti 60 Senior Vice President -
Women's Division
There are no family relationships among any of the
persons listed above or among such persons and the directors of
the Company except that John A. Tulin and James E. Tulin are the
sons of Marshall Tulin.
Marshall Tulin has served as Chairman of the Board
since October 1995. He joined the Company in 1940, was elected a
Vice President in 1954 and President in 1957. Mr. Tulin has
served as a director of the Company since 1956.
John A. Tulin has served as President and Chief
Executive Officer of the Company since October 1995. Mr. Tulin
joined the Company in 1971, was elected a Vice President in 1974,
Senior Vice President in 1979 and Executive Vice President in
1982. He has served as a director since 1975.
James E. Tulin has been Senior Vice President-
Merchandising since October 1995. For more than five years prior
to October 1995, Mr. Tulin served as a Senior Vice President of
the Company. Mr. Tulin has been a director of the Company since
1985.
Richard V. Byrnes, Jr. has been Senior Vice President-
Operations since October 1995. Mr. Byrnes joined the Company in
December 1991 as a Divisional Vice President of the Crestline
Division and was elected a Vice President in April 1994. Prior
to joining the Company, Mr. Byrnes was a consultant with the
accounting firm of Coopers & Lybrand L.L.P.
Paul Duckett has been Senior Vice President-
Distribution and Retail Store Operations since October 1995. For
more than five years prior to October 1995, Mr. Duckett served as
a Senior Vice President of the Company.
Melvin Goldfeder has been Senior Vice President-Special
Markets Division since October 1995. For more than five years
prior to October 1995, Mr. Goldfeder served as a Senior Vice
President of the Company.
Jerold R. Kassner has been Senior Vice President, Chief
Financial Officer, Treasurer and Secretary of the Company since
July 1999. Mr. Kassner joined the Company in November 1988 and
was elected Vice President and Controller in September 1997.
Eric P. Luft has been Senior Vice President-Men's
Division since October 1995. Mr. Luft served as a Divisional
Vice President of the Men's Products Division from June 1989
until January 1993, when he was elected a Senior Vice President
of the Company.
Lewis Valenti has been Senior Vice President - Women's
Division since October 1995. For more than five years prior to
October 1995, Mr. Valenti served as a Senior Vice President of
the Company.
Each officer of the Company serves, at the pleasure of
the Board of Directors, for a term of one year and until his
successor is elected and qualified.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The information called for by this Item 5 with respect
to market information and the number of holders of the
Registrant's Common Stock is incorporated herein by reference to
the caption "Market for the Company's Common Stock and Related
Stockholder Matters" on page 18 of the Company's 1999 Annual
Report, which is Exhibit 13.01 to this Annual Report on Form 10-K.
The Company's financing agreement with its lender
prohibits the payment of cash dividends on the Company's Common
Stock (see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated by reference in
Item 7 of this Report). The Company has not paid any cash
dividends on its Common Stock in the last ten years and has no
current expectation that cash dividends will be paid in the
foreseeable future.
Item 6. Selected Financial Data.
The information called for by this Item 6 is
incorporated herein by reference to the information under the
caption "Financial Highlights" on page 1 of the Company's 1999
Annual Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information called for by this Item 7 is
incorporated herein by reference to the information under the
caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 2-5 of the
Company's 1999 Annual Report.
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.
The information called for by this Item 7A is
incorporated herein by reference to the information under the
caption "Notes to Consolidated Financial Statements B. Summary
of Significant Accounting Policies" on pages 9 and 10 of the
Company's 1999 Annual Report.
Item 8. Financial Statements and Supplementary Data.
The information called for by this Item 8 is
incorporated herein by reference to the information under the
following captions on pages 6-18 of the Company's 1999 Annual
Report:
I. Consolidated Balance Sheets as of December 31,
1999 and 1998.
II. Consolidated Statements of Operations for each of
the three years ended December 31, 1999, 1998 and 1997.
III. Consolidated Statements of Changes in
Stockholders' Equity for each of the three years
ended December 31, 1999, 1998 and 1997.
IV. Consolidated Statements of Cash Flows for each of
the three years ended December 31, 1999, 1998 and 1997.
V. Notes to Consolidated Financial Statements.
VI. Report of Independent Accountants
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information called for by this Item 10 (except for
information as to the Company's executive officers, which
information appears following Part I in this Annual Report on
Form 10-K under the caption "Executive Officers of the
Registrant") is incorporated herein by reference to the Company's
definitive proxy statement relating to the Company's 2000 Annual
Meeting of Stockholders filed pursuant to Regulation 14A under
the Securities Act of 1934, as amended (the "2000 Proxy
Statement").
Item 11. Executive Compensation.
The information called for by this Item 11 is
incorporated herein by reference to the 2000 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information called for by this Item 12 is
incorporated herein by reference to the 2000 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
The information called for by this Item 13 is
incorporated herein by reference to the 2000 Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) Documents filed as part of this Report
1. Financial Statements filed as part of this Report:
The financial statements of the
Company and the report of
independent accountants thereon,
included on pages 6-18 of the 1999
Annual Report, are incorporated
herein by reference to Item 8 of
this Annual Report on Form 10-K.
2. Financial Statement Schedules filed as part of
this Report:
The following financial statement
schedule and the report of
independent accountants thereon are
submitted herewith in response to
Item 14(d) of Part IV of this
Annual Report on Form 10-K:
Report of Independent Accountants on Financial
Statement Schedule
Financial Statement Schedule for the years ended
December 31, 1999, 1998 and 1997.
II. Valuation and Qualifying Accounts
(b) Current Reports on Form 8-K during the quarter ended
December 31, 1999
The Company filed a Current Report on Form 8-K dated
October 29, 1999 with respect to an event reported under Item 5-
Other Events.
(c) Exhibits
Exhibit Description
3.01 Restated Certificate of Incorporation of the
Company dated May 1, 1987, as amended to date.*
3.02 By-laws of the Company, as amended to date.
(Exhibit 3.02 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, File No. 1-5354, is incor
porated herein by reference).
4.01 Revolving Credit and Security Agreement dated
as of July 27, 1998 between the Company and PNC Bank, National
Association, as Lender and as Agent ("PNC"). (Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998, File No. 1-5354, is incorporated herein by
reference).
4.01.1 First Amendment to Revolving Credit and
Security Agreement dated as of July 12, 1999 between the Company
and PNC Bank, National Association, as lender and Agent.
(Exhibit 4.0 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1999, File No. 1-5354, is
incorporated herein by reference).
4.01.2 Second Amendment to Revolving Credit and
Security Agreement dated as of November 1, 1999 between the
Company and PNC Bank, National Association, as lender and Agent.
(Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1999, File No. 1-5354, is
incorporated herein by reference).
4.01.3 Third Amendment to Revolving Credit and
Security Agreement dated as of December 31, 1999 between the
Company and PNC Bank, National Association, as lender and Agent.*
4.01.4 Waiver dated March 7, 2000 to Revolving
Credit and Security Agreement dated as of July 27, 1998 between
the Company and PNC Bank, National Association, as lender and
Agent.*
4.02 Pledge Agreement dated as of July 27, 1998
between the Company and PNC. (Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1998, File No. 1-5354, is incorporated herein by reference).
4.03 Rights Agreement, dated as of October 26,
1999, between the Company and American Stock Transfer & Trust
Company, as Rights Agent. (Exhibit 4.1 to the Company's Current
Report on Form 8-K dated October 29, 1999, File No. 1-5354, is
incorporated herein by reference).
10.01 Employment Agreement dated June 20, 1991
between the Company and Marshall Tulin. (Exhibit 10.01 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 1-5354, is incorporated herein by
reference).+
10.01.1 Amendment dated as of September 1, 1993 to
Employment Agreement between the Company and Marshall Tulin.
(Exhibit 10.01.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5354, is
incorporated herein by reference).+
10.01.2 Amendment effective as of October 30, 1995 to
Employment Agreement between the Company and Marshall Tulin.
(Exhibit 10.01.2 to the Company's Annual Report on Form 10K for
the fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.01.3 Amendment effective as of January 1, 1992 to
Employment Agreement between the Company and Marshall Tulin.
(Exhibit 10.01.3 to the Company's Annual Report on Form 10K for
the fiscal year ended December 31, 1998, File No. 1-5354, is
incorporated herein by reference).+
10.01.4 Amendment dated as of May 4, 1998 to
Employment Agreement between the Company and Marshall Tulin.
(Exhibit 10.0 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1998, File No. 1-5354, is incor
porated herein by reference).+
10.02 Employment Agreement dated as of January 1,
1990 between the Company and John Tulin. (Exhibit 10-03 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-5354, is incorporated herein by
reference).+
10.02.1 Amendments dated as of September 1, 1993 and
September 2, 1993, respectively, between the Company and John
Tulin. (Exhibit 10.02.1 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1993, File No. 1-5354,
is incorporated herein by reference).+
10.02.2 Amendment dated as of January 1, 1997 to
Employment Agreement between the Company and John Tulin.
(Exhibit 10.02.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.02.3 Amendment dated as of January 1, 1992 to
Employment Agreement between the Company and John Tulin. (Exhibit
10.02.3 to the Company's Annual Report on Form 10K for the fiscal
year ended December 31, 1998, File No. 1-5354, is incorporated
herein by reference).+
10.02.4 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and John Tulin. (Exhibit
10.02.4 to the Company's Annual Report on Form 10K for the fiscal
year ended December 31, 1998, File No. 1-5354, is incorporated
herein by reference).+
10.03 Employment Agreement dated as of March 1,
1989 between the Company and James Tulin. (Exhibit 10.05 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 1-5354, is incorporated herein by
reference).+
10.03.1 Amendment dated as of January 4, 1990 to
Employment Agreement between the Company and James Tulin.
(Exhibit 10.05 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989, File No. 1-5354, is
incorporated herein by reference).+
10.03.2 Amendment dated as of September 1, 1993 to
Employment Agreement between the Company and James Tulin.
(Exhibit 10.03.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5354, is
incorporated herein by reference).+
10.03.3 Amendment dated as of January 1, 1997 to
Employment Agreement between the Company and James Tulin.
(Exhibit 10.03.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.03.4 Amendment dated as of January 1, 1992 to
Employment Agreement between the Company and James Tulin.
(Exhibit 10.03.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, File No. 1-5354, is
incorporated herein by reference).+
10.03.5 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and James Tulin.
(Exhibit 10.03.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, File No. 1-5354, is
incorporated herein by reference).+
10.04 1987 Incentive Stock Option Plan of the Com
pany. (Exhibit 10.05 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.05 Form of Termination Agreement effective
January 1, 1999 between the Company and each of the Company's
officers listed on Schedule A thereto. (Exhibit 10.05 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated herein by
reference).+
10.06 Deferred Compensation Plan of the Company
dated as of January 1, 1987. (Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1988, File No. 1-5354, is incorporated herein by reference).+
10.07 Agreement dated as of July 14, 1981 between
the Company and Marshall Tulin, John Tulin and Raymond Vise as
investment managers of the Company's pension plans. (Exhibit
10.12(b) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1981, File No. 1-5354, is
incorporated herein by reference).
10.08 The New Swank, Inc. Retirement Plan Trust
Agreement dated as of January 1, 1994 among the Company and
Marshall Tulin, John Tulin and Raymond Vise, as co-trustees.
(Exhibit 10.12 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, File No. 1-5354, is
incorporated herein by reference).
10.09 Plan of Recapitalization of the Company dated
as of September 28, 1987, as amended (Exhibit 2.01 to
Post-Effective Amendment No.1 to the Company's S-4 Registration
Statement, File No.33-19501, filed on February 9, 1988, is
incorporated herein by reference).
10.10 Key Employee Deferred Compensation Plan.
(Exhibit 10.17 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5354, is
incorporated herein by reference).+
10.10.1 First Amendment effective January 1, 1997 to
Key Employee Deferred Compensation Plan. (Exhibit 10.14.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.11 1994 Non-Employee Director Stock Option Plan.
(Exhibit 10.15 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, File No. 1-5354, is
incorporated herein by reference).+
10.11.1 Stock Option Contracts dated as of December
31, 1994 between the Company and each of Mark Abramowitz and
Raymond Vise. (Exhibit 10.15.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, File No. 1-
5354, is incorporated herein by reference).+
10.11.2 Stock Option Contract dated as of April 20,
1995 between the Company and Raymond Vise. (The third exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, File No. 1-5354, is incorporated herein by
reference).+
10.11.3 Stock Option Contract dated as of April 20,
1995 between the Company and Mark Abramowitz. (The fifth exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, File No. 1-5354, is incorporated herein by
reference).+
10.11.4 Stock Option Contract dated December 12, 1995
between the Company and John J. Macht. (Exhibit 10.15.5 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-5354, is incorporated herein by
reference).+
10.11.5 Stock Option Contracts dated as of July 31,
1996 between the Company and each of Mark Abramowitz, Raymond
Vise and John J. Macht. (Exhibit 10.15.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996,
File No. 1-5354, is incorporated herein by reference).+
10.11.6 Stock Option Contracts dated as of April 24,
1997 between the Company and each of Mark Abramowitz, Raymond
Vise and John J. Macht. (Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997,
File No. 1-5354, is incorporated herein by reference). +
10.11.7 Stock Option Contract dated as of April 23,
1998 between the Company and John J. Macht. (Exhibit 10.11.7 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
10.11.8 Stock Option Contract dated as of April 23,
1998 between the Company and Raymond Vise. (Exhibit 10.11.8 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
10.11.9 Stock Option Contract dated as of April 23,
1998 between the Company and Mark Abramowitz. (Exhibit 10.11.9 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
10.11.10 Stock Option Contract dated as of April 22,
1999 between the Company and Mark Abramowitz. (Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, File No. 1-5354, is incorporated herein by
reference).+
10.11.11 Stock Option Contract dated as of April 22,
1999 between the Company and Raymond Vise. (Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, File No. 1-5354, is incorporated herein by
reference).+
10.11.12 Stock Option Contract dated as of April 22,
1999 between the Company and John J. Macht. (Exhibit 10.0 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, File No. 1-5354, is incorporated herein by
reference).+
10.12 Letter Agreement effective August 1, 1996
between the Company and John J. Macht. (Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.13 Letter Agreement effective August 1, 1998
between the Company and The Macht Group. (Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.14 Swank, Inc. 1998 Equity Incentive
Compensation Plan (Exhibit 10.0 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1998,
File No. 1-5354, is incorporated herein by reference).+
10.15 Notice Of Performance Award And Award
Agreement as of October 21, 1998 to John Tulin under Swank, Inc.
1998 Equity Incentive Compensation Plan. (Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated herein by
reference). +
10.16 Notice Of Performance Award And Award
Agreement as of October 21, 1998 to Eric P. Luft under Swank,
Inc. 1998 Equity Incentive Compensation Plan. (Exhibit 10.17 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
10.17 Notice Of Performance Award And Award
Agreement as of October 21, 1998 to James Tulin under Swank, Inc.
1998 Equity Incentive Compensation Plan. (Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated herein by
reference). +
10.18 Notice Of Performance Award And Award
Agreement as of October 21, 1998 to Lewis Valenti under Swank,
Inc. 1998 Equity Incentive Compensation Plan. (Exhibit 10.18 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
13.01 1999 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company. (Exhibit 21.01
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, File No. 1-5354, is incorporated herein
by reference). +
23.01 Consent of independent accountants.*
27.01 Financial Data Schedule.*
___________________________
*Filed herewith.
+Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 29, 2000 SWANK, INC.
(Registrant)
By: /s/ Jerold R. Kassner
Jerold R. Kassner,
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
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 Registrant and in the capacities and on
the dates indicated.
Signature Title Date
/s/ John A. Tulin President and Director March 29, 2000
John A. Tulin (principal executive
officer)
/s/ Jerold R. Kassner Senior Vice President, March 29, 2000
Jerold R. Kassner Chief Financial Officer,
Treasurer and
Secretary(principal
financial and accounting
officer)
/s/ Mark Abramowitz Director March 29, 2000
Mark Abramowitz
/s/ John J. Macht Director March 29, 2000
John J. Macht
Signature Title Date
/s/ James E. Tulin Director March 29, 2000
James E. Tulin
/s/ Marshall Tulin Director March 29, 2000
Marshall Tulin
/s/ Raymond Vise Director March 29, 2000
Raymond Vise
Report of Independent Accountants on
Financial Statement Schedule
To the Stockholders of Swank, Inc.
Our audits of the consolidated financial statements referred
to in our report dated February 29, 2000 except for Note N
for which the dates are March 7, 2000, March 16, 2000, and
March 17, 2000 appearing on page 18 of the 1999 Annual
Report to Stockholders of Swank, Inc. (which report and
consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, the financial
statement schedule presents fairly, in all material
respects, the information set forth therein when read in
conjunction with the related consolidated financial
statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 29, 2000, except for Note N of the consolidated
financial statements for which the dates are
March 7, 2000, March 16, 2000, and March 17, 2000
Swank, Inc.
Schedule II - Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E
Balance at Additions Balance
Beginning Charged at End
of Period to Expense Deductions of Period
For the year ended December 31, 1999
Reserve for Receivables
Allowance for doubtful accounts $1,500,000 $ 395,000 (G) $595,000 (A)(I) $1,300,000
Allowance for cash discounts 230,000 1,508,000 (H) 1,523,000 (B) 215,000
Allowance for customer returns 4,336,000 8,439,000 (F) 7,479,000 (C) 5,296,000
Allowance for cooperative advertising 600,000 911,000 (G) 1,067,000 (D) 444,000
Allowance for in-store markdowns 2,375,000 8,002,000 (G) 7,456,000 (E) 2,921,000
Total 9,041,000 19,255,000 18,120,000 10,176,000
Reserve for Inventory Obsolescence $485,000 $1,385,000 (J) $435,000 (K) $1,435,000
For the year ended December 31, 1998
Reserve for Receivables
Allowance for doubtful accounts $1,500,000 $ (171,000) (G) $(171,000) (A)(I) $1,500,000
Allowance for cash discounts 227,000 1,381,000 (H) 1,378,000 (B) 230,000
Allowance for customer returns 5,213,000 7,033,000 (F) 7,910,000 (C) 4,336,000
Allowance for cooperative advertising 456,000 1,355,000 (G) 1,211,000 (D) 600,000
Allowance for in-store markdowns 2,310,000 7,059,000 (G) 6,994,000 (E) 2,375,000
Total 9,706,000 16,657,000 17,322,000 9,041,000
Reserve for Inventory Obsolescence $874,000 0 (J) $389,000 (K) $485,000
For the year ended December 31, 1997
Reserve for Receivables
Allowance for doubtful accounts $1,481,000 $92,000 (G) $73,000 (A) $1,500,000
Allowance for cash discounts 176,000 1,427,000 (H) 1,376,000 (B) 227,000
Allowance for customer returns 4,826,000 7,025,000 (F) 6,638,000 (C) 5,213,000
Allowance for cooperative advertising 537,000 1,106,000 (G) 1,187,000 (D) 456,000
Allowance for in-store markdowns 3,443,000 5,717,000 (G) 6,850,000 (E) 2,310,000
Total 10,463,000 15,367,000 16,124,000 9,706,000
Reserve for Inventory Obsolescence $574,000 $439,000 (J) $139,000 (K) $874,000
(A) Bad debts charged off as uncollectable, net of reserves.
(B) Cash discounts taken by customers.
(C) Customer returns.
(D) Credits issued to customers for cooperative advertising.
(E) Credits issued to customers for in-store markdowns.
(F) Net reduction in sales and cost of sales.
(G) Located in selling and administrative.
(H) Located in net sales.
(I) Accounts receivable recoveries in excess of charge-offs.
(J) Located in cost of sales.
(K) Inventory charged-off.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999
SWANK, INC.
Exhibit Description
3.01 Restated Certificate of Incorporation of the
Company dated May 1, 1987, as amended to date.*
3.02 By-laws of the Company, as amended to date.
(Exhibit 3.02 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1995, File No. 1-5354, is incorporated herein by
reference).
4.01 Revolving Credit and Security Agreement dated as of
July 27, 1998 between the Company and PNC Bank,
National Association, as Lender and as Agent
("PNC"). (Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, File No. 1-5354, is incorporated
herein by reference).
4.01.1 First Amendment to Revolving Credit and Security
Agreement dated as of July 12, 1999 between the
Company and PNC Bank, National Association, as
lender and Agent. (Exhibit 4.0 to the Company's
Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, File No. 1-5354, is
incorporated herein by reference).
4.01.2 Second Amendment to Revolving Credit and Security
Agreement dated as of November 1, 1999 between the
Company and PNC Bank, National Association, as
lender and Agent. (Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999, File No. 1-5354,
is incorporated herein by reference).
4.01.3 Third Amendment to Revolving Credit and Security
Agreement dated as of December 31, 1999 between the
Company and PNC Bank, National Association, as
lender and Agent.*
4.01.4 Waiver dated March 7, 2000 to Revolving Credit and
Security Agreement dated as of July 27, 1998
between the Company and PNC Bank, National
Association, as lender and Agent.*
4.02 Pledge Agreement dated as of July 27, 1998 between
the Company and PNC. (Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998, File No. 1-5354, is
incorporated herein by reference).
4.03 Rights Agreement, dated as of October 26, 1999,
between the Company and American Stock Transfer &
Trust Company, as Rights Agent. (Exhibit 4.1 to the
Company's Current Report on Form 8-K dated October
29, 1999, File No. 1-5354, is incorporated herein
by reference).
10.01 Employment Agreement dated June 20, 1991 between
the Company and Marshall Tulin. (Exhibit 10.01 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, File No. 1-
5354, is incorporated herein by reference).+
10.01.1 Amendment dated as of September 1, 1993 to
Employment Agreement between the Company and
Marshall Tulin. (Exhibit 10.01.1 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-5354, is
incorporated herein by reference).+
10.01.2 Amendment effective as of October 30, 1995 to
Employment Agreement between the Company and
Marshall Tulin. (Exhibit 10.01.2 to the Company's
Annual Report on Form 10K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated
herein by reference).+
10.01.3 Amendment effective as of January 1, 1992 to
Employment Agreement between the Company and
Marshall Tulin. (Exhibit 10.01.3 to the Company's
Annual Report on Form 10K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated
herein by reference).+
10.01.4 Amendment dated as of May 4, 1998 to Employment
Agreement between the Company and Marshall Tulin.
(Exhibit 10.0 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30,
1998, File No. 1-5354, is incorporated herein by
reference).+
10.02 Employment Agreement dated as of January 1, 1990
between the Company and John Tulin. (Exhibit 10-03
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989,
File No. 1-5354, is incorporated herein by
reference).+
10.02.1 Amendments dated as of September 1, 1993 and
September 2, 1993, respectively, between the
Company and John Tulin. (Exhibit 10.02.1 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, File No. 1-5354, is
incorporated herein by reference).+
10.02.2 Amendment dated as of January 1, 1997 to Employment
Agreement between the Company and John Tulin.
(Exhibit 10.02.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5354, is incorporated herein by
reference).+
10.02.3 Amendment dated as of January 1, 1992 to Employment
Agreement between the Company and John Tulin.
(Exhibit 10.02.3 to the Company's Annual Report on
Form 10K for the fiscal year ended December 31,
1998, File No. 1-5354, is incorporated herein by
reference).+
10.02.4 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and John
Tulin. (Exhibit 10.02.4 to the Company's Annual
Report on Form 10K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated
herein by reference).+
10.03 Employment Agreement dated as of March 1, 1989
between the Company and James Tulin. (Exhibit
10.05 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988, File
No. 1-5354, is incorporated herein by reference).+
10.03.1 Amendment dated as of January 4, 1990 to Employment
Agreement between the Company and James Tulin.
(Exhibit 10.05 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1989, File No. 1-5354, is incorporated herein by
reference).+
10.03.2 Amendment dated as of September 1, 1993 to
Employment Agreement between the Company and James
Tulin. (Exhibit 10.03.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-5354, is incorporated
herein by reference).+
10.03.3 Amendment dated as of January 1, 1997 to Employment
Agreement between the Company and James Tulin.
(Exhibit 10.03.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5354, is incorporated herein by
reference).+
10.03.4 Amendment dated as of January 1, 1992 to Employment
Agreement between the Company and James Tulin.
(Exhibit 10.03.4 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1998, File No. 1-5354, is incorporated herein by
reference).+
10.03.5 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and James
Tulin. (Exhibit 10.03.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 1-5354, is incorporated
herein by reference).+
10.04 1987 Incentive Stock Option Plan of the Company.
(Exhibit 10.05 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5354, is incorporated herein by
reference).+
10.05 Form of Termination Agreement effective January 1,
1999 between the Company and each of the Company's
officers listed on Schedule A thereto. (Exhibit
10.05 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, File
No. 1-5354, is incorporated herein by reference).+
10.06 Deferred Compensation Plan of the Company dated as
of January 1, 1987. (Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-5354, is
incorporated herein by reference).+
10.07 Agreement dated as of July 14, 1981 between the
Company and Marshall Tulin, John Tulin and Raymond
Vise as investment managers of the Company's
pension plans. (Exhibit 10.12(b) to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1981, File No. 1-5354, is
incorporated herein by reference).
10.08 The New Swank, Inc. Retirement Plan Trust Agreement
dated as of January 1, 1994 among the Company and
Marshall Tulin, John Tulin and Raymond Vise, as co-
trustees. (Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-5354, is incorporated
herein by reference).
10.09 Plan of Recapitalization of the Company dated as of
September 28, 1987, as amended (Exhibit 2.01 to
Post-Effective Amendment No.1 to the Company's S-4
Registration Statement, File No.33-19501, filed on
February 9, 1988, is incorporated herein by
reference).
10.10 Key Employee Deferred Compensation Plan. (Exhibit
10.17 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, File
No. 1-5354, is incorporated herein by reference).+
10.10.1 First Amendment effective January 1, 1997 to Key
Employee Deferred Compensation Plan. (Exhibit
10.14.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, File
No. 1-5354, is incorporated herein by reference).+
10.11 1994 Non-Employee Director Stock Option Plan.
(Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1994, File No. 1-5354, is incorporated herein by
reference).+
10.11.1 Stock Option Contracts dated as of December 31,
1994 between the Company and each of Mark
Abramowitz and Raymond Vise. (Exhibit 10.15.1 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File No. 1-
5354, is incorporated herein by reference).+
10.11.2 Stock Option Contract dated as of April 20, 1995
between the Company and Raymond Vise. (The third
exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, File No.
1-5354, is incorporated herein by reference).+
10.11.3 Stock Option Contract dated as of April 20, 1995
between the Company and Mark Abramowitz. (The fifth
exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, File No.
1-5354, is incorporated herein by reference).+
10.11.4 Stock Option Contract dated December 12, 1995
between the Company and John J. Macht. (Exhibit
10.15.5 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, File
No. 1-5354, is incorporated herein by reference).+
10.11.5 Stock Option Contracts dated as of July 31, 1996
between the Company and each of Mark Abramowitz,
Raymond Vise and John J. Macht. (Exhibit 10.15.5
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No. 1-
5354, is incorporated herein by reference).+
10.11.6 Stock Option Contracts dated as of April 24, 1997
between the Company and each of Mark Abramowitz,
Raymond Vise and John J. Macht. (Exhibit 10.13 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, File No. 1-
5354, is incorporated herein by reference). +
10.11.7 Stock Option Contract dated as of April 23, 1998
between the Company and John J. Macht. (Exhibit
10.11.7 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, File
No. 1-5354, is incorporated herein by reference). +
10.11.8 Stock Option Contract dated as of April 23, 1998
between the Company and Raymond Vise. (Exhibit
10.11.8 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, File
No. 1-5354, is incorporated herein by reference). +
10.11.9 Stock Option Contract dated as of April 23, 1998
between the Company and Mark Abramowitz. (Exhibit
10.11.9 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, File
No. 1-5354, is incorporated herein by reference). +
10.11.10 Stock Option Contract dated as of April 22, 1999
between the Company and Mark Abramowitz. (Exhibit
10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999, File
No. 1-5354, is incorporated herein by reference).+
10.11.11 Stock Option Contract dated as of April 22, 1999
between the Company and Raymond Vise. (Exhibit
10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999, File
No. 1-5354, is incorporated herein by reference).+
10.11.12 Stock Option Contract dated as of April 22, 1999
between the Company and John J. Macht. (Exhibit
10.0 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999, File
No. 1-5354, is incorporated herein by reference).+
10.12 Letter Agreement effective August 1, 1996 between
the Company and John J. Macht. (Exhibit 10.18 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No. 1-
5354, is incorporated herein by reference).+
10.13 Letter Agreement effective August 1, 1998 between
the Company and The Macht Group. (Exhibit 10.14 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No. 1-
5354, is incorporated herein by reference).+
10.14 Swank, Inc. 1998 Equity Incentive Compensation Plan
(Exhibit 10.0 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September
30, 1998, File No. 1-5354, is incorporated herein
by reference).+
10.15 Notice Of Performance Award And Award Agreement as
of October 21, 1998 to John Tulin under Swank, Inc.
1998 Equity Incentive Compensation Plan. (Exhibit
10.16 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, File
No. 1-5354, is incorporated herein by reference). +
10.16 Notice Of Performance Award And Award Agreement as
of October 21, 1998 to Eric P. Luft under Swank,
Inc. 1998 Equity Incentive Compensation Plan.
(Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1998, File No. 1-5354, is incorporated herein by
reference). +
10.17 Notice Of Performance Award And Award Agreement as
of October 21, 1998 to James Tulin under Swank,
Inc. 1998 Equity Incentive Compensation Plan.
(Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1998, File No. 1-5354, is incorporated herein by
reference). +
10.18 Notice Of Performance Award And Award Agreement as
of October 21, 1998 to Lewis Valenti under Swank,
Inc. 1998 Equity Incentive Compensation Plan.
(Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1998, File No. 1-5354, is incorporated herein by
reference). +
13.01 1999 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company. (Exhibit 21.01 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, File No. 1-5354, is
incorporated herein by reference). +
23.01 Consent of independent accountants.*
27.01 Financial Data Schedule.*
*Filed herewith.
+Management contract or compensatory plan or arrangement.