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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, 1998
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 12,
1999 was $8,174,013. 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 12, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended December 31,
1998 - 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 1999 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 "Geoffrey Beene", "Pierre Cardin", "Claiborne", "Kenneth
Cole", "Yves Saint Laurent", "Swank", "Slates", "Colours by
Alexander Julian", "Anne Klein", "Anne Klein II" and "Guess?",
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", "Kenneth Cole", "Yves Saint Laurent", "Guess?",
"Swank" and "Colours by Alexander Julian". In addition, belts and
small leather goods are distributed under the name "Slates". 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", "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" and "Kenneth Cole". 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, have resulted in the Company increasing its
inventory levels 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:
Fiscal Year Ended December 31,
Percentage Change
1998 1997 1996 1998-97 1997-96
Contribution to Net Sales
$ 95,356 $ 86,574 $ 82,830 Men's Accessories 10% 5%
49,972 43,999 41,386 Women's Accessories 14% 6%
6,442 6,501 8,426 Other (1)% (23)%
$151,770 $ 137,074 $132,642 Total Net Sales 11% 3%
Contribution to Gross Profit
$ 36,986 $ 34,594 $ 35,123 Men's Accessories 7% (2)%
24,008 21,276 18,679 Women's Accessories 13% 14%
3,646 3,657 4,444 Other 0% (18)%
$ 64,640 $ 59,527 $54,246 Total Gross Profit 9% 2%
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 pages 14 and 15 of the
Company's 1998 Annual Report to Stockholders (the "1998 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 16% and 15%, respectively, of
consolidated net sales in 1998, approximately 17% and 13%,
respectively, in 1997 and approximately 17% and 13%, respectively,
in 1996. 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 1998, 1997 and 1996 . Exports to foreign
countries accounted for 5%, 8% and 9% of consolidated net sales in
each of the Company's fiscal years ended December 31, 1998, 1997
and 1996, respectively.
Approximately 97 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 15
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 53% of consolidated net sales in fiscal 1998. The
Company manufactures and/or assembles women's and men's jewelry
products at the Company's plant in Attleboro, Massachusetts. 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. The Company manufactures belts at
the Company's plant located in Norwalk, Connecticut and is in the
process of commencing the manufacture of belts through Joyas y
Cueros at a second facility located in Cartago, Costa Rica.
Reference is made to the information with regard to Joyas y Cueros
set forth below in this Item 1 under the caption "Recent
Developments".
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 in 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 1998, 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, Textan, Tandy Brands Accessories, Inc. and
private label programs in men's belts; Tandy Brands Accessories,
Inc., Mundy and retail private label programs in small leather
goods; David Donahue in men's jewelry; and 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",
and "Kenneth Cole", (iv) men's leather accessories and costume
jewelry under the names "Geoffrey Beene", "Claiborne", "Kenneth
Cole", "Yves Saint Laurent" and "Colours by Alexander Julian", (v)
men's small leather goods and men's and women's costume jewelry
under the name "Guess?" and (vi) men's belts and small leather
goods under the name "Slates". 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", "Yves Saint Laurent", "Anne Klein" and
"Anne Klein II" and "Guess?" licenses collectively may be consid-
ered 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" licenses provide for
percentage royalty payments not exceeding 5% of sales. The "Anne
Klein", "Anne Klein II" , "Claiborne" and "Slates" licenses provide
for percentage royalty payments not exceeding 6% of sales. The
"Guess?" and "Geoffrey Beene" licenses provide for percentage
royalty payments not exceeding 7% of sales. The "Yves Saint
Laurent" leather accessories and "Kenneth Cole" licenses provide
for percentage royalty payments not exceeding 8% of sales. The
"Yves Saint Laurent" jewelry licenses provide for percentage
royalty payments not exceeding 10% of 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 license to distribute "Pierre Cardin"
jewelry expires December 31, 1999. The Company's licenses to
distribute "Pierre Cardin" leather accessories and "Kenneth Cole"
leather accessories expire December 31, 2000. The Company's
"Kenneth Cole" jewelry licenses and its "Claiborne", "Slates" and
"Yves Saint Laurent" licenses expire December 31, 2001. The
Company's "Anne Klein" and "Anne Klein II" license expires December
31, 1999. The Company's "Guess?" licenses expire June 30, 2000.
Employees
The Company has approximately 1,490 employees, of whom
approximately 1,135 are production employees. Approximately 265
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
In January 1999, the Company and Garnier & Garnier, S.A. of
San Jose, Costa Rica formed a joint venture, Joyas y Cueros, for
the manufacture in Costa Rica of jewelry and belts. The Company
contributed approximately $1,700,000 in cash, equipment and
inventory to the newly-formed joint venture in exchange for 65% of
the shares of Joyas y Cueros. Garnier & Garnier, S.A., through its
wholly-owned subsidiary Manufacturera J.P. Nina, S.A., contributed
approximately $900,000 in equipment and inventory in exchange for
35% of the shares of Joyas y Cueros. Substantially all of the
revenues of Joyas y Cueros are presently derived from the sale of
products to the Company.
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.
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 pre-
mises expire in 2000. 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 1998 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 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.
The Company manufactures and/or assembles women's
jewelry products in a leased building of approximately 27,700
square feet. The Company is in the process of commencing the
manufacture of 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 14 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 32,000 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 and financial condition. The PRP Group's
accountant's records reflect group expenses since December 31,
1990, independent of legal fees, in the amount of $1,940,767 as of
December 31, 1998. 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 or financial condition
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, Incor-
porated 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 and financial
condition.
(b) No material pending legal proceedings were
terminated during the three-month period ended December 31, 1998.
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 81 Chairman of the Board and Director
John A. Tulin 52 President and Chief Executive
Officer and Director
James E. Tulin 47 Senior Vice President - Merchandising
and Director
Richard V. Byrnes, Jr. 39 Senior Vice President - Operations
Paul Duckett 58 Senior Vice President - Distribution and
Retail Store Operations
Name Age Title
Melvin Goldfeder 62 Senior Vice President - Special Markets
Division
Eric P. Luft 43 Senior Vice President - Men's Division
Lewis Valenti 59 Senior Vice President - Women's Division
Christopher F. Wolf 50 Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
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.
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.
Christopher F. Wolf joined the Company as Senior Vice
President, Chief Financial Officer, Treasurer and Secretary in
October 1996. For more than the five years prior to joining the
Company, Mr. Wolf was a partner in the accounting firm of Coopers
& Lybrand L.L.P..
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 16 of the Company's Annual Report to Stockholders
for the year ended December 31, 1998 (the "1998 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 1998 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 1998 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 page 9 of the Company's
1998 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 6-16 of the Company's 1998 Annual Report:
I. Consolidated Balance Sheets as of December 31, 1998 and 1997.
II. Consolidated Statements of Operations for each of
the three years ended December 31, 1998, 1997 and 1996.
III. Consolidated Statements of Changes in Stockholders'
Equity for each of the three years ended December 31,
1998, 1997 and 1996.
IV. Consolidated Statements of Cash Flows for each of
the three years ended December 31, 1998, 1997 and 1996.
. Notes to Consolidated Financial Statements.
. 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 1999 Annual Meeting of
Stockholders filed pursuant to Regulation 14A under the Securities
Act of 1934, as amended (the "1999 Proxy Statement").
Item 11. Executive Compensation.
The information called for by this Item 11 is
incorporated herein by reference to the 1999 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 1999 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
The information called for by this Item 13 is
incorporated herein by reference to the 1999 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 6-16 of the 1998
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, 1998, 1997 and 1996:
II. Valuation and Qualifying Accounts
(b) Current Reports on Form 8-K during the quarter ended
December 31, 1998
No reports on Form 8-K were filed by the Company during
the last fiscal quarter of the period covered by this Report.
(c) Exhibits
Exhibit Description
3.01 Restated Certificate of Incorporation of the
Company dated May 1, 1987, as amended to date. (The first 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).
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 Form of Certificate of Designation of the
Series A Participating Preferred Stock and Series B Participating
Preferred Stock. (Exhibit A to Annex 1 to the Proxy
Statement/Prospectus contained in the Company's Registration
Statement, File No.33-19501, filed on January 4, 1988, is
incorporated herein by reference).
4.02 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).
4.03 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).
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. *+
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. *+
10.02.4 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and John Tulin. *+
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. *+
10.03.5 Amendment dated as of December 10, 1998 to
Employment Agreement between the Company and James Tulin. *+
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. *+
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.. *+
10.11.8 Stock Option Contract dated as of April 23,
1998 between the Company and Raymond Vise. *+
10.11.9 Stock Option Contract dated as of April 23,
1998 between the Company and Mark Abramowitz. *+
10.12 Stock Option Contract dated as of October 1,
1996 between the Company and Christopher F. Wolf. (Exhibit 10.16
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, 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).+
10.14 Letter Agreement effective August 1, 1998
between the Company and The Macht Group. * +
10.15 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).+
10.16 Notice Of Performance Award And Award Agreement
as of October 21, 1998 to John Tulin under Swank, Inc. 1998 Equity
Incentive Compensation Plan. *+
10.17 Notice Of Performance Award And Award Agreement
as of October 21, 1998 to Eric P. Luft under Swank, Inc. 1998
Equity Incentive Compensation Plan. *+
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. *+
10.19 Notice Of Performance Award And Award Agreement
as of October 21, 1998 to James Tulin under Swank, Inc. 1998 Equity
Incentive Compensation Plan. *+
13.01 1998 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company.*
23.01 Consent of independent accountants.*
27.01 Financial Data Schedule.*
___________________________
*Filed herewith.
+Management contract or compensatory plan or arrangement.
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 16, 1999 appearing on page 16
of the 1998 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 16, 1999
Swank, Inc.
Schedule II - Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E
Balance at Additions Balance
Beginning Charged End of
of Period to Expense Deductions Period
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 $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
For the year ended December 31, 1996
Reserve for Receivables
Allowance for doubtful accounts $1,050,000 $631,000 (G) $200,000 (A) $1,481,000
Allowance for cash discounts 91,000 1,368,000 (H) 1,283,000 (B) 176,000
Allowance for customer returns 4,504,000 6,528,000 (F) 6,206,000 (C) 4,826,000
Allowance for cooperative advertising 652,000 1,094,000 (G) 1,209,000 (D) 537,000
Allowance for in-store markdowns 2,800,000 6,120,000 (G) 5,477,000 (E) 3,443,000
Total 9,097,000 15,741,000 14,375,000 10,463,000
Reserve for Inventory Obsolescence 0 $574,000 (J) 0 $574,000
(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.
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, 1999 SWANK, INC.
(Registrant)
By: /s/ Christopher F. Wolf
Christopher F. Wolf
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 Chief Executive March 29, 1999
John A. Tulin Officer and Director
(principal executive
officer)
/s/ Christopher F. Wolf Senior Vice President, March 29, 1999
Christopher F. Wolf Chief Financial Officer,
Treasurer and Secretary
(principal financial and
accounting officer)
/s/ Mark Abramowitz Director March 29, 1999
Mark Abramowitz
/s/ John J. Macht Director March 29, 1999
John J. Macht
Signature Title Date
/s/ James E. Tulin Director March 29, 1999
James E. Tulin
/s/ Marshall Tulin Director March 29, 1999
Marshall Tulin
/s/ Raymond Vise Director March 29, 1999
Raymond Vise
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998
SWANK, INC.
Exhibit Description
3.01 Restated Certificate of Incorporation of the Company
dated May 1, 1987, as amended to date. (The first
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).
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 Form of Certificate of Designation of the Series A
Participating Preferred Stock and Series B Participating
Preferred Stock. (Exhibit A to Annex 1 to the Proxy
Statement/Prospectus contained in the Company's
Registration Statement, File No.33-19501, filed on
January 4, 1988, is incorporated herein by reference).
4.02 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).
4.03 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).
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. *+
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. *+
10.02.4 Amendment dated as of December 10, 1998 to Employment
Agreement between the Company and John Tulin. *+
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. *+
10.03.5 Amendment dated as of December 10, 1998 to Employment
Agreement between the Company and James Tulin. *+
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. *+
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 incor-
porated 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.. *+
10.11.8 Stock Option Contract dated as of April 23, 1998 between
the Company and Raymond Vise. *+
10.11.9 Stock Option Contract dated as of April 23, 1998 between
the Company and Mark Abramowitz. *+
10.12 Stock Option Contract dated as of October 1, 1996 between
the Company and Christopher F. Wolf. (Exhibit 10.16 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, 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).+
10.14 Letter Agreement effective August 1, 1998 between the
Company and The Macht Group. * +
10.15 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).+
10.16 Notice Of Performance Award And Award Agreement as of
October 21, 1998 to John Tulin under Swank, Inc. 1998
Equity Incentive Compensation Plan. *+
10.17 Notice Of Performance Award And Award Agreement as of
October 21, 1998 to Eric P. Luft under Swank, Inc. 1998
Equity Incentive Compensation Plan. *+
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. *+
10.19 Notice Of Performance Award And Award Agreement as of
October 21, 1998 to James Tulin under Swank, Inc. 1998
Equity Incentive Compensation Plan. *+
13.01 1998 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company.*
23.01 Consent of independent accountants.*
27.01 Financial Data Schedule.*
___________________________
*Filed herewith.
+Management contract or compensatory plan or arrangement.