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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
__________________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended July 29, 2000
Commission File Number 1-9659
_______________
THE NEIMAN MARCUS GROUP, INC.
(Exact name of registrant as specified in its charter)
27 Boylston Street, Chestnut Hill, Massachusetts 02467
(Address of principal executive offices) (Zip Code)
Delaware 95-4119509
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Registrant's telephone number and area code: 617-232-0760
_______________
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each Exchange on which Registered
Class A Common Stock, $.01 par value New York Stock Exchange
Class B Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
_______________
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 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. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 24, 2000 was $1,214,714,944.
There were 27,584,379 shares of Class A Common Stock and 19,941,432 shares of
Class B Common Stock outstanding as of October 24, 2000.
_________________________________________________
Documents Incorporated by Reference
Portions of the Company's 2000 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV of this Report. Portions of
the Proxy Statement for the Annual Meeting of Shareholders to be held on
January 19, 2001 are incorporated by reference in Part III of this Report.
THE NEIMAN MARCUS GROUP, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 29, 2000
TABLE OF CONTENTS
Page No.
PART I .
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 5
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 5
PART III
Item 10. Directors and Executive Officers of the Registrant 6
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 9
Signatures S-1
PART I
Item 1. Business
General
The Neiman Marcus Group, Inc. (together with its operating divisions and
subsidiaries, the "Company") is a Delaware corporation which commenced
operations in August 1987. Prior to October 22, 1999, Harcourt General, Inc.
("Harcourt General"), a Delaware corporation based in Chestnut Hill,
Massachusetts, owned approximately 54% of the outstanding common stock of the
Company. On October 22, 1999 Harcourt General distributed to its stockholders
approximately 21.4 million of the 26.4 million shares of the Company's common
stock held by Harcourt General (the "Distribution"). For more information
about the Distribution and the relationship between the Company and Harcourt
General, see Note 6 to the Consolidated Financial Statements in Item 14 below.
Business Overview
The Company is a high-end specialty retailer operating through specialty
retail stores, consisting of Neiman Marcus Stores and Bergdorf Goodman, and a
direct marketing operation, Neiman Marcus Direct. The 31 Neiman Marcus stores
are in premier retail locations in major markets nationwide, and the two
Bergdorf Goodman stores, the main store and the Bergdorf Goodman Men store,
are located in Manhattan at 58th Street and Fifth Avenue. Neiman Marcus
Stores and Bergdorf Goodman offer high-end fashion apparel and accessories
primarily from leading designers.
Neiman Marcus Direct, the Company's direct marketing operation, offers a mix
of apparel and home furnishings which is complementary to the Neiman Marcus
Stores merchandise. Neiman Marcus Direct also publishes the Horchow
catalogues, the world famous Neiman Marcus Christmas Book, and Chef's Catalog,
a leading direct marketer of gourmet cookware and high-end kitchenware. For
more information about the Company's business segments, see Note 13 to the
Consolidated Financial Statements in Item 14 below.
Description of Operations
Specialty Retail Stores
Neiman Marcus Stores
Neiman Marcus Stores offer women's and men's apparel, fashion
accessories, shoes, cosmetics, furs, precious and designer jewelry, decorative
home accessories, fine china, crystal and silver, gourmet food products,
children's apparel and gift items. A relatively small portion of Neiman
Marcus Stores' customers accounts for a significant percentage of its retail
sales.
The Company currently operates 31 Neiman Marcus stores, located in
Arizona (Scottsdale); California (five stores: Beverly Hills, Newport Beach,
Palo Alto, San Diego and San Francisco); Colorado (Denver); the District of
Columbia; Florida (two stores: Fort Lauderdale and Bal Harbour); Georgia
(Atlanta); Hawaii (Honolulu); Illinois (three stores: Chicago, Northbrook and
Oak Brook); Missouri (St. Louis); Massachusetts (Boston); Minnesota
(Minneapolis); Michigan (Troy); Nevada (Las Vegas); New Jersey (two stores:
Short Hills and Paramus); New York (Westchester); Pennsylvania (King of
Prussia); Texas (six stores: three in Dallas, one in Fort Worth and two in
Houston); and Virginia (McLean). The average size of these 31 stores is
approximately 144,000 gross square feet, and they range in size from 90,000
gross square feet to 269,000 gross square feet.
The Company plans to open new Neiman Marcus stores in Palm Beach,
Florida in November 2000; Plano, Texas in 2001; Tampa, Florida in 2001; Coral
Gables, Florida in 2002; Orlando, Florida in 2003; and Long Island, New York
subsequent to 2003 on a schedule not yet determined. The Plano store will
replace the existing store located in the Prestonwood Mall in Dallas.
The Company has opened three stores under the name The Galleries of
Neiman Marcus to test the concept of using small stores featuring precious and
fine jewelry, gifts and decorative home accessories to extend the Neiman
Marcus brand into certain markets that may not be large enough to support
full-line stores. The Galleries of Neiman Marcus stores opened in Cleveland,
Ohio in November 1998; in Phoenix, Arizona in December 1998; and in Seattle,
Washington in October 1999, and range in size from 9,000 to 12,000 square
feet. The Company continues to evaluate the concept based on the performance
of these first three stores.
Bergdorf Goodman
The Company operates two Bergdorf Goodman stores in Manhattan at 58th
Street and Fifth Avenue. The main Bergdorf Goodman store consists of 250,000
gross square feet. The core of Bergdorf Goodman's offerings includes high-end
women's apparel and unique fashion accessories from leading designers.
Bergdorf Goodman also features traditional and contemporary decorative home
accessories, precious and fashion jewelry, gifts, and gourmet foods. Bergdorf
Goodman Men consists of 66,000 gross square feet and is dedicated to fine
men's apparel and accessories. In fiscal 2000, the Company completed a
remodeling project at the Bergdorf Goodman main store that added 15,000 square
feet of selling space in a new plaza level below the first floor.
Clearance Centers
The Company operates eleven clearance centers which average 25,000 gross
square feet each. These stores provide an efficient and controlled outlet for
the sale of marked down merchandise from Neiman Marcus Stores, Bergdorf
Goodman and Neiman Marcus Direct.
Direct Marketing
The Company's direct marketing operation, Neiman Marcus Direct, operates
an upscale direct marketing business, which primarily offers women's apparel,
accessories and specialty cosmetics under the Neiman Marcus name and, through
its Horchow catalogue, offers quality home furnishings, tabletop, linens and
decorative accessories. Neiman Marcus Direct also annually publishes the
world famous Neiman Marcus Christmas Book and offers a broad range of more
modestly priced items through its Trifles and Grand Finale catalogues. The
Company acquired Chef's Catalog, a leading direct marketer of gourmet cookware
and high-end kitchenware, in January 1998, and has consolidated those
operations into Neiman Marcus Direct.
Other
In fiscal 1999, the Company launched its Brand Development Initiative to
invest in high-potential designer resources that serve affluent customers. In
November 1998, the Company acquired a 51% interest in Gurwitch Bristow
Products, which manufactures and markets Laura Mercier cosmetic lines, for
$6.7 million. In February 1999, the Company acquired a 56% interest in Kate
Spade LLC, a manufacturer of high-end fabric and leather handbags and
accessories, for $33.6 million.
In October 1999, the Company launched NeimanMarcus.com, an internet e-
commerce site, which features approximately 4,000 products and 100 designer e-
boutiques.
Competition
The specialty retail industry is highly competitive and fragmented. The
Company competes with large specialty retailers, traditional and better
department stores, national apparel chains, designer boutiques, individual
specialty apparel stores and direct marketing firms.
The Company competes for customers principally on the basis of quality,
assortment and presentation of merchandise, customer service, sales and
marketing programs and value and, in the case of Neiman Marcus Stores and
Bergdorf Goodman, on the basis of store ambience. In addition, the Company
competes for quality merchandise and assortment principally based on
relationships with designer resources and purchasing power. The Company's
apparel business is especially dependent upon its relationship with these
designer resources. Neiman Marcus Stores competes with other retailers for
real estate opportunities, principally on the basis of its ability to attract
customers. Neiman Marcus Direct competes principally on the basis of quality,
assortment and presentation of merchandise, customer service, price and speed
of delivery.
Employees
At July 29, 2000, Neiman Marcus Stores had approximately 12,500 employees,
Bergdorf Goodman had approximately 1,100 employees, and Neiman Marcus Direct
had approximately 1,550 employees. The Company's staffing requirements
fluctuate during the year as a result of the seasonality of the retail apparel
industry and, accordingly, the Company expects to add approximately 2,000 more
seasonal employees in the second quarter of fiscal 2001. None of the
employees of Neiman Marcus Stores or Neiman Marcus Direct are subject to
collective bargaining agreements. Approximately 18% of the Bergdorf Goodman
employees are subject to collective bargaining agreements. The Company
believes that its relations with its employees are generally good.
Capital Expenditures; Seasonality; Liquidity
For information on capital expenditures, seasonality and liquidity, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 below.
Executive Officers of the Registrant
The information set forth under the heading "Executive Officers" in Item 10
below is incorporated herein by reference.
Item 2. Properties
The Company's corporate headquarters are located at Harcourt General's leased
facility in Chestnut Hill, Massachusetts. The operating headquarters for
Neiman Marcus Stores, Bergdorf Goodman and Neiman Marcus Direct are located in
Dallas, New York City and Las Colinas, Texas, respectively. The aggregate
gross square footage used in the Company's operations is approximately as
follows:
Owned
Subject to
Owned Ground Lease Leased Total
Specialty Retail Stores.. 348,000 2,112,000 2,582,000 5,042,000
Distribution, Support and
Office Facilities.....1,169,000 0 659,000 1,828,000
Leases for substantially all of the Company's stores, including renewal
options, range from 30 to 99 years. The lease on the Bergdorf Goodman main
store expires in 2050, and the lease on the Bergdorf Goodman Men store expires
in 2010, with two 10-year renewal options. Leases are generally at fixed
rentals, and a majority of leases provide for additional rentals based on
sales in excess of predetermined levels. The Company owns approximately 34
acres of land in Longview, Texas, where its National Service Center, the
principal distribution facility for Neiman Marcus Stores, is located in a
464,000 square foot facility, and also owns approximately 50 acres of land in
Las Colinas, Texas, where its 705,000 square foot Neiman Marcus Direct
warehouse and distribution facility is located. For further information on
the Company's properties, see "Operating Leases" in Note 10 of the Notes to
the Consolidated Financial Statements in Item 14 below. For more information
about the Company's plans to open additional stores, see "Description of
Operations" in Item 1 above.
Item 3. Legal Proceedings
The Company presently is engaged in various legal actions which are incidental
to the ordinary conduct of its business. The Company believes that any
liability arising as a result of these actions and proceedings will not have a
material adverse effect on the Company's financial position or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information contained under the captions "Stock Information" and "Shares
Outstanding" on page 55 of the Company's Annual Report to Shareholders for the
fiscal year ending July 29, 2000 (the "2000 Annual Report") is incorporated
herein by reference.
Beginning with the third quarter of fiscal 1995, the Company eliminated the
quarterly cash dividend on its Common Stock. The Company currently does not
intend to resume paying cash dividends on its Common Stock.
Item 6. Selected Financial Data
The response to this Item is contained in the 2000 Annual Report under the
caption "Selected Financial Data" on page 54 and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The response to this Item is contained in the 2000 Annual Report under the
caption "Management's Discussion and Analysis" on pages 29 through 33 and is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The response to this Item is contained in the 2000 Annual Report under the
caption "Management's Discussion and Analysis - Quantitative and Qualitative
Disclosure About Market Risk" on pages 32 and 33 and is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements and supplementary data referred to in
Item 14 are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The response to this Item regarding the directors of the Company and
compliance with Section 16(a) of the Securities Exchange Act of 1934 by the
Company's officers and directors is contained in the Proxy Statement for the
2001 Annual Meeting of Stockholders under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" and is
incorporated herein by reference.
Executive Officers
Set forth below are the names, ages at October 24, 2000, and principal
occupations for the last five years of each executive officer of the Company.
All such persons have been elected to serve until the next annual election of
officers and their successors are elected or until their earlier resignation
or removal.
Richard A. Smith - 75
Chairman of the Company and of Harcourt General; Chief Executive Officer
of the Company from January 1997 until December 1998 and prior to
December 1991; Chief Executive Officer of Harcourt General from January
1997 until November 1999 and prior to December 1991; Chairman and Chief
Executive Officer (until October 2000) of GC Companies, Inc.; Director
of the Company, Harcourt General and GC Companies, Inc. In October
2000, GC Companies, Inc. filed a voluntary petition in the United States
Bankruptcy Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code. Mr. Smith is the father of Robert A. Smith and the
father-in-law of Brian J. Knez.
Robert A. Smith - 41
Co-Chief Executive Officer of the Company since May 1999; Chief
Executive Officer of the Company from December 1998 until May 1999;
President and Co-Chief Executive Officer of Harcourt General since
November 1999; President and Chief Operating Officer of the Company from
January 1997 until December 1998; President and Co-Chief Operating
Officer of Harcourt General from January 1997 until November 1999; Group
Vice President of the Company and of Harcourt General prior to January
1997; President and Chief Operating Officer of GC Companies, Inc. from
November 1995 until October 2000; Director of the Company and of
Harcourt General. In October 2000, GC Companies, Inc. filed a voluntary
petition in the United States Bankruptcy Court for the District of
Delaware under Chapter 11 of the Bankruptcy Code. Mr. Smith is the son
of Richard A. Smith and the brother-in-law of Brian J. Knez.
Brian J. Knez - 43
Co-Chief Executive Officer of the Company since May 1999; President and
Co-Chief Executive Officer of Harcourt General since November 1999;
President and Co-Chief Operating Officer of Harcourt General from
January 1997 until November 1999; President (until November 1998) and
Chief Executive Officer of Harcourt, Inc. since May 1995. Director of
the Company and Harcourt General. Mr. Knez is the son-in-law of Richard
A. Smith and the brother-in-law of Robert A. Smith.
John R. Cook - 59
Senior Vice President and Chief Financial Officer and a director of the
Company; Senior Vice President and Chief Financial Officer of Harcourt
General.
Eric P. Geller - 53
Senior Vice President, General Counsel and Secretary of the Company and
of Harcourt General.
Burton M. Tansky - 62
President and Chief Operating Officer of the Company since December
1998; Executive Vice President of the Company from February 1998 until
December 1998; Chairman and Chief Executive Officer of Neiman Marcus
Stores from May 1994 until February 2000.
Hubert W. Mullins - 49
Chairman and Chief Executive Officer of Neiman Marcus Stores since
February 2000; Vice Chairman of Neiman Marcus Stores from December 1998
until February 2000; Executive Vice President of Neiman Marcus Stores
from February 1998 until December 1998; Executive Vice President -
Merchandise of Neiman Marcus Stores from February 1996 until February
1998; Senior Vice President and General Merchandise Manager prior
thereto.
Gerald A. Sampson - 59
President and Chief Operating Officer of Neiman Marcus Stores.
Ronald L. Frasch - 52
Chairman and Chief Executive Officer of Bergdorf Goodman since April
2000; President of GFT, USA, a manufacturer of designer apparel, from
July 1996 until December 1999; President and Chief Executive Officer of
Escada USA prior thereto.
Karen W. Katz - 43
President and Chief Executive Officer of Neiman Marcus Direct since May
2000; Executive Vice President of Neiman Marcus Stores from February
1998 until May 2000; Senior Vice President and Director of Neiman Marcus
Stores from September 1996 until February 1998; Vice President and
General Manager of the Northpark Neiman Marcus store prior thereto.
Peter Farwell - 57
Vice President - Corporate Relations of the Company and of Harcourt
General.
Paul F. Gibbons - 49
Vice President and Treasurer of the Company and of Harcourt General.
Gerald T. Hughes - 43
Vice President - Human Resources of the Company and of Harcourt General.
Catherine N. Janowski - 39
Vice President and Controller of the Company and of Harcourt General
since November 1997; Director, Corporate Accounting of the Company and
of Harcourt General prior thereto.
Gail S. Mann - 49
Vice President- Corporate Law of the Company and of Harcourt General
since August 1999; Vice President, Assistant General Counsel, Secretary
and Clerk, Digital Equipment Corporation from 1994 until September
1998.
Michael F. Panutich - 52
Vice President - General Auditor of the Company and of Harcourt General.
Paul J. Robershotte - 46
Vice President - Strategy and Business Development of the Company and of
Harcourt General since February 1999; President and Chief Executive
Officer of Age Wave Communications from February 1996 until June 1998;
Executive Vice President and Chief Operating Officer of Age Wave, Inc.
from May 1995 until February 1996.
Item 11. Executive Compensation
The response to this Item is contained in the Proxy Statement for the 2001
Annual Meeting of Stockholders under the captions "Directors' Compensation",
"Executive Compensation" and "Transactions Involving Management" and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The response to this Item is contained in the Proxy Statement for the 2001
Annual Meeting of Stockholders under the caption "Stock Ownership of Certain
Beneficial Owners and Management" and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The response to this Item is contained in the Proxy Statement for the 2001
Annual Meeting of Stockholders under the captions "Executive Compensation" and
"Transactions Involving Management" and is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
14(a)(1) Consolidated Financial Statements
The documents listed below are incorporated herein by reference to the 2000
Annual Report, and are incorporated herein by reference into Item 8 hereof:
Consolidated Balance Sheets - July 29, 2000 and July 31, 1999
Consolidated Statements of Earnings for the fiscal years ended July 29,
2000; July 31, 1999, and August 1, 1998.
Consolidated Statements of Cash Flows for the fiscal years ended July 29,
2000; July 31, 1999 and August 1, 1998.
Consolidated Statements of Shareholders' Equity for the fiscal years ended
July 29, 2000; July 31, 1999 and August 1, 1998.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
14(a)(2) Consolidated Financial Statement Schedules
The document and schedule listed below are filed as part of this Form 10-K:
Document/Schedule Page in
Form 10-K
Independent Auditors' Report on Consolidated
Financial Statement Schedule F-1
Schedule II - Valuation and Qualifying Accounts
and Reserves F-2
All other schedules for which provision is made in the applicable regulations
of the Securities and Exchange Commission have been omitted because the
information is disclosed in the Consolidated Financial Statements or because
such schedules are not required or are not applicable.
14(a)(3) Exhibits
The exhibits filed as part of this Annual Report are listed in the Exhibit
Index immediately preceding the exhibits. The Company has identified with an
asterisk in the Exhibit Index each management contract or compensatory plan or
arrangement filed as an exhibit to this Form 10-K in response to Item 14(c) of
Form 10-K.
14(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the thirteen weeks ended
July 29, 2000.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
The Neiman Marcus Group, Inc.
Chestnut Hill, MA
We have audited the consolidated financial statements of The Neiman Marcus
Group, Inc. and subsidiaries as of July 29, 2000 and July 31, 1999, and for
each of the three years in the period ended July 29, 2000 and have issued our
report thereon dated August 31, 2000; such financial statements and report are
included in your 2000 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the financial statement
schedule of The Neiman Marcus Group, Inc. and subsidiaries, listed in Item 14.
This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 31, 2000
THE NEIMAN MARCUS GROUP, INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
THREE YEARS ENDED JULY 29, 2000
(In thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
______________________
Balance at Charged toCharged to Balance
at
Beginning Costs and Other Deductions - End
Description of Period Expenses Accounts - (A) of Period
________________________________________________________________________________________________
YEAR ENDED JULY 29, 2000
Allowance for doubtful accounts $2,300 1,357 - 3,457 $ 200
(deducted from accounts receivable)
YEAR ENDED JULY 31, 1999
Allowance for doubtful accounts $1,800 2,366 - 1,866 $2,300
(deducted from accounts receivable)
YEAR ENDED AUGUST 1, 1998
Allowance for doubtful accounts
(deducted from accounts receivable) $1,700 2,771 - 2,671 $1,800
(A) Write-off of uncollectible accounts net of recoveries and other miscellaneous deductions.
F-2
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.
THE NEIMAN MARCUS GROUP, INC.
By: /s/ Robert A. Smith
Robert A. Smith
Co-Chief Executive Officer
By: /s/ Brian J. Knez
Brian J. Knez
Co-Chief Executive Officer
Dated: October 25, 2000
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 following capacities and on the dates indicated.
Signature Title Date
Principal Executive Officers:
/s/ Robert A. Smith Co-Chief Executive Officer October 25, 2000
Robert A. Smith
/s/ Brian J. Knez Co-Chief Executive Officer October 25, 2000
Brian J. Knez
Principal Financial Officer:
/s/ John R. Cook Senior Vice President and October 25, 2000
John R. Cook Chief Financial Officer
Principal Accounting Officer:
/s/ Catherine N. Janowski Vice President and October 25, 2000
Catherine N. Janowski Controller
Directors:
/s/ Richard A. Smith October 25, 2000
Richard A. Smith
/s/ John R. Cook October 25, 2000
John R. Cook
/s/ Matina S. Horner October 25, 2000
Matina S. Horner
/s/ Brian J. Knez October 25, 2000
Brian J. Knez
/s/ Vincent M. O'Reilly October 25, 2000
Vincent M. O'Reilly
/s/ Walter J. Salmon October 25, 2000
Walter J. Salmon
/s/ Robert A. Smith October 25, 2000
Robert A. Smith
EXHIBIT INDEX
3.1(a) Restated Certificate of Incorporation of the Company, incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1999.
3.1(b) Certificates of Designation with respect to Series A Junior
Participating Preferred Stock, Series B Junior Participating Preferred
Stock and Series C Junior Participating Preferred Stock, incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1999.
3.2 By-Laws of the Company, incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1999.
4.1 Indenture, dated as of May 27, 1998, between the Company and The Bank
of New York, as trustee (the "Indenture"), incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended August 1, 1998.
4.2 Form of 6.65% Senior Note Due 2008, dated May 27, 1998, issued by the
Company pursuant to the Indenture, incorporated herein by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 1, 1998.
4.3 Form of 7.125% Senior Note Due 2008, dated May 27, 1998, issued by the
Company pursuant to the Indenture, incorporated herein by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 1, 1998.
4.4 Rights Agreement, dated as of October 6, 1999, between the Company and
BankBoston, N.A., as Rights Agent, incorporated herein by reference to
Exhibit 4 to the Company's Registration Statement on Form 8-A dated
October 15, 1999.
*10.1 Amended and Restated Intercompany Services Agreement, dated as of
November 1, 1999 between Harcourt General and the Company, incorporated
by reference herein to the Company's Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.
*10.2 The Neiman Marcus Group, Inc. 1987 Stock Incentive Plan, incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
twenty-six week period ended August 1, 1987.
*10.3 The Neiman Marcus Group, Inc. 1997 Incentive Plan, as amended,
incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000.
*10.4 Termination and Change of Control Agreement between the Company and
Burton M. Tansky dated October 6, 1999, as supplemented by Letter
Agreement dated November 11, 1999, incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q for the quarter ended
October 30, 1999.
*10.5 Termination and Change of Control Agreement between the Company and
Gerald A. Sampson dated October 6, 1999, as supplemented by Letter
Agreement dated November 17, 1999, incorporated herein by reference to
the Company's Quarterly Report or Form 10-Q for the quarter ended
October 30, 1999.
*10.6 Key Executive Stock Purchase Loan Plan, as amended, incorporated herein
by reference to the Company's Annual Report on Form 10-K for the fiscal
year ended August 2, 1997.
*10.7 Supplemental Executive Retirement Plan, incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal
year ended July 30, 1988.
*10.8 Description of the Company's Executive Life Insurance Plan,incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended August 1, 1992.
*10.9 Supplementary Executive Medical Plan, incorporated herein by reference
to the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1993.
*10.10 Key Employee Deferred Compensation Plan, as amended, incorporated
herein by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended July 30, 1994.
*10.11 Deferred Compensation Plan For Non-Employee Directors, as amended,
incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended August 1, 1998.
*10.12 Termination and Change of Control Agreement between the Company and
Ronald Frasch dated April 27, 2000.
*10.13 Termination and Change of Control Agreement between the Company and
Karen W. Katz dated May 22, 2000.
10.14(a)Credit Agreement dated as of October 29, 1997 among the Company, the
Banks parties thereto, Bank of America National Trust and Savings
Association, as Syndication Agent, The Chase Manhattan Bank, as
Documentation Agent, and Morgan Guaranty Trust Company of New York, as
Administrative Agent, (the "Credit Agreement") incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 1, 1997.
10.14(b)Amendment to the Credit Agreement dated August 27, 1999, incorporated
herein by reference to the Company's Annual Report on From 10-K for the
fiscal year ended July 31, 1999.
10.15 Neiman Marcus Group Credit Card Master Trust Series 2000-1 Class A
Purchase Agreement, dated July 12, 2000.
10.16 Receivables Purchase Agreement dated as of July 2, 2000 between
Bergdorf Goodman, Inc. and Neiman Marcus Funding Corporation.
10.17 Receivables Purchase Agreement, dated as of March 1, 1995, and amended
and restated as of July 2, 2000 between the Company and Neiman Marcus
Funding Corporation.
10.18 Pooling and Servicing Agreement, dated as of March 1, 1995, and amended
and restated as of July 2, 2000 between Neiman Marcus Funding
Corporation, the Company and The Bank of New York.
10.19 Series 2000-1 Supplement, dated as of July 21, 2000, to the Pooling and
Servicing Agreement, dated as of March 1, 1995, and amended and
restated as of July 2, 2000 among Neiman Marcus Funding Corporation,
the Company and The Bank of New York.
10.20 Trustee Resignation and Agent Appointment Agreement dated as of July 2,
2000 by and among the Company, Neiman Marcus Funding Corporation, The
Chase Manhattan Bank and The Bank of New York.
10.21 Exchange and Repurchase Agreement between The Neiman Marcus Group, Inc.
and Harcourt General, Inc., incorporated herein by Reference to Exhibit
10.1 to Registration Statement on Form S-3 of The Neiman Marcus Group,
Inc. dated October 10, 1996 (Registration No. 333-11721).
10.22 Amended and Restated Agreement and Plan of Merger, dated as of July 1,
1999, among The Neiman Marcus Group, Inc., Harcourt General, Inc. and
Spring Merger Corporation, incorporated herein by reference to the
Company's Definitive Schedule 14A dated August 10, 1999.
10.23 Amended and Restated Distribution Agreement, dated as of July 1, 1999,
between Harcourt General, Inc. and The Neiman Marcus Group, Inc.,
incorporated herein by reference to the Company's Definitive Schedule
14A dated August 10, 1999.
10.24 Agreement, dated as of September 1, 1999, among the Company and certain
holders of the Company's Class B Common Stock, incorporated herein by
reference to the Company's Annual Report on From 10-K for the fiscal
year ended July 31, 1999.
13.1 The following sections of the 2000 Annual Report to Shareholders ("2000
Annual Report") which are expressly incorporated by reference into this
Annual Report on Form 10-K:
Management's Discussion and Analysis at pages 29 through 33 of
the 2000 Annual Report.
Consolidated Financial Statements and the Notes thereto at pages
34 through 52 of the 2000 Annual Report.
Independent Auditors' Report at page 53 of the 2000 Annual
Report.
The information appearing under the caption "Selected Financial
Data" on page 54 of the 2000 Annual Report.
The information appearing under the captions "Stock Information"
and "Shares Outstanding" on page 55 of the 2000 Annual Report.
18.1 Letter regarding Change in Accounting Principle, incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended October 30, 1999.
21.1 Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.
99.1 Dividend Reinvestment and Common Stock Purchase Plan, incorporated
herein by reference to the Company's Registration Statement on Form S-3
dated September 17, 1990 (Registration No. 33-36419).
___________________________________________
* Management contract or compensatory plan or arrangement filed pursuant to Item
14(c) of Form 10-K.