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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 31, 1999
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) IdentificationNo.)
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 25, 1999 was
$856,866,600.
There were 27,602,841 shares of Class A Common Stock and
21,440,960 shares of Class B Common Stock outstanding as of
October 25, 1999.
_________________________________________________
Documents Incorporated by Reference
Portions of the Company's 1999 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 21, 2000 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 31, 1999
TABLE OF CONTENTS
Page
No.
PART I
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 5
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 6
PART III
Item 10. Directors and Executive Officers of the Registrant 6
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial 8
Owners and Management
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports 8
on Form 8-K
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
relationship between the Company and Harcourt General and the
Distribution, see Notes 8 and 16 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, NM 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.
NM Direct, the Company's direct marketing operation, offers a mix
of apparel and home furnishings which is complementary to the
Neiman Marcus Stores merchandise. NM 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 15 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);
1
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
143,000 gross square feet, and they range in size from 90,000
gross square feet to 269,000 gross square feet.
The Company opened its Neiman Marcus store in Hawaii in
September 1998. The Company plans to open new Neiman Marcus
stores in Palm Beach, Florida in 2000, Plano, Texas in 2001,
Tampa, Florida in 2001, Coral Gables, Florida in 2002, and in
Houston, Texas and Long Island, New York in years subsequent to
2002 on a schedule not yet determined. The Plano store will
replace the existing store located in the Prestonwood Mall in
Dallas, and the Houston store will replace the existing Houston
Town & Country store.
The Company has opened three stores in order to test a new
concept, known as The Galleries of Neiman Marcus, which focuses
on 10,000-15,000 square foot stores featuring precious and fine
jewelry, gifts and decorative home accessories. These stores
allow the Company to further leverage its expertise in these
categories and 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. The Company plans 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. During fiscal 1999, the Company began construction
on a remodeling project at the Bergdorf Goodman main store that
will add 25,000 square feet of selling space, including a new
12,000 square foot plaza level below the first floor scheduled to
open in November 1999.
Clearance Centers
The Company operates ten 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 NM Direct. The
Company expects to open one additional clearance center during
fiscal 2000.
2
Direct Marketing
The Company's direct marketing operation, NM Direct,
operates an upscale direct marketing business, which primarily
offers women's apparel under the Neiman Marcus name and, through
its Horchow catalogue, offers quality home furnishings, tabletop,
linens and decorative accessories. NM Direct also offers a broad
range of more modestly priced items through its Trifles and Grand
Finale catalogues and annually publishes the world famous Neiman
Marcus Christmas Book. 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 NM Direct.
Other
Brand Development Initiative
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.
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. NM Direct competes
principally on the basis of quality, assortment and presentation
of merchandise, customer service, price and speed of delivery.
Employees
At July 31, 1999, Neiman Marcus Stores had approximately 12,000
employees, Bergdorf Goodman had approximately 1,100 employees,
and NM Direct had approximately 1,700 employees. The Company's
staffing requirements fluctuate during the year as a result of
the seasonality of the retail apparel industry and, accordingly,
3
the Company expects to add approximately 1,900 more seasonal
employees in the second quarter of fiscal 2000. None of the
employees of Neiman Marcus Stores or NM 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 NM 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 2,555,000 5,015,000
Distribution, Support and
Office Facilities........... 1,169,000 0 554,000 1,723,000
Leases for 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 NM Direct warehouse and distribution facility is located.
For further information on the Company's properties, see
"Operating Leases" in Note 12 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.
4
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
On September 15, 1999 the Company's stockholders approved a
recapitalization of the Company and certain related actions for
the purpose of facilitating the Distribution described in Item 1
above. For more information, see Note 16 to the Consolidated
Financial Statements in Item 14 below.
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 41 of the Company's Annual Report
to Shareholders for the fiscal year ended July 31, 1999 (the "1999
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 1999 Annual Report
under the caption "Selected Financial Data" on page 40 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 1999 Annual Report
under the caption "Management's Discussion and Analysis" on pages
16 through 21 and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.
The response to this Item is contained in the 1999 Annual Report
under the caption "Management's Discussion and Analysis -
Quantitative and Qualitative Disclosure About Market Risk" on
page 19 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.
5
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 2000 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 22, 1999, 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 - 74
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
1, 1999 and prior to December 1991; Chairman, President
(until November 1995) and Chief Executive Officer of GC
Companies, Inc.; Director of the Company, Harcourt General
and GC Companies, Inc. Mr. Smith is the father of Robert A.
Smith and the father-in-law of Brian J. Knez.
Robert A. Smith - 40
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 effective November 1, 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
1, 1999; Group Vice President of the Company and of Harcourt
General prior to January 1997; President and Chief Operating
Officer of GC Companies, Inc. since November 1995; Director
of the Company and of Harcourt General. Mr. Smith is the
son of Richard A. Smith and the brother-in-law of Brian J.
Knez.
6
Brian J. Knez - 42
Co-Chief Executive Officer of the Company since May 1999;
President and Co-Chief Executive Officer of Harcourt General
effective November 1, 1999; President and Co-Chief Operating
Officer of Harcourt General from January 1997 until November
1, 1999; President (until November 1998) and Chief Executive
Officer of Harcourt, Inc. since May 1995; President of the
Scientific, Technical, Medical and Professional Group of
Harcourt, Inc. prior to 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 - 58
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 - 52
Senior Vice President, General Counsel and Secretary of the
Company and of Harcourt General.
Burton M. Tansky - 61
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.
Gerald A. Sampson - 58
President and Chief Operating Officer of Neiman Marcus
Stores.
Hubert W. Mullins - 48
Vice Chairman of Neiman Marcus Stores since December 1998;
Executive Vice President of Neiman Marcus Stores from
February 1998 until December 1998; Executive Vice President
- Merchandise from February 1996 until February 1998; Senior
Vice President and General Merchandise Manager prior
thereto.
Stephen C. Elkin - 56
Chairman and Chief Executive Officer of Bergdorf Goodman.
Sharon Jester Turney - 43
President and Chief Executive Officer of NM Direct since
March 1999; Executive Vice President of NM Direct prior
thereto.
Peter Farwell - 56
Vice President - Corporate Relations of the Company and of
Harcourt General.
Paul F. Gibbons - 48
Vice President and Treasurer of the Company and of Harcourt
General.
Gerald T. Hughes - 42
Vice President - Human Resources of the Company and of
Harcourt General.
7
Catherine N. Janowski - 38
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 - 48
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 - 51
Vice President - General Auditor of the Company and of
Harcourt General.
Paul J. Robershotte - 45
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; Vice President and
Director of Bain & Co. prior thereto.
Item 11. Executive Compensation
The response to this Item is contained in the Proxy Statement for
the 2000 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 2000 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 2000 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
8
to the 1999 Annual Report, and are incorporated herein by
reference into Item 8 hereof:
Consolidated Balance Sheets - July 31, 1999 and August 1, 1998
Consolidated Statements of Earnings for the fiscal years ended July
31, 1999, August 1, 1998 and August 2, 1997.
Consolidated Statements of Cash Flows for the fiscal years ended July
31, 1999, August 1, 1998 and August 2, 1997.
Consolidated Statements of Common Shareholders' Equity for the fiscal
years ended July 31, 1999, August 1, 1998 and August 2, 1997.
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:
Page in
Document/Schedule Form 10-K
Independent Auditors' Report on F-1
Consolidated Financial
Statement Schedule
Schedule II - Valuation and F-2
Qualifying Accounts and
Reserves
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 and compensation plan 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
On May 27, 1999, the Company filed a report on Form 8-K describing a
proposed recapitalization of the Company (the "Recapitalization") intended
to facilitate the plan of Harcourt General, Inc. to spin off to its
stockholders most of its controlling equity position in the Company.
9
On October 1, 1999, the Company filed a report on Form 8-K reporting the
completion of the Recapitalization. On October 15, 1999 the Company filed
a report on Form 8-K reporting the adoption by the Board of Directors of
the Company of a stockholder rights plan.
10
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 31, 1999 and August 1,
1998, and for each of the three fiscal years in the period ended July
31, 1999, and have issued our report thereon dated August 31, 1999
(September 22, 1999 as to Note 16); such financial statements and report
are included in your 1999 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
consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 31, 1999
(September 22, 1999 as to Note 16)
F-1
THE NEIMAN MARCUS GROUP, INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
THREE YEARS ENDED JULY 31, 1999
(In thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
_____________________
Balance at Charged to Charged to Balance at
Beginning Costs and Other Deductions - End
Description of Period Expenses Accounts - (A) of Period
_________________________________________________________________________________________________________________
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 $1,700 2,771 - 2,671 $1,800
(deducted from accounts receivable)
YEAR ENDED AUGUST 2, 1997
Allowance for doubtful accounts
(deducted from accounts receivable) $1,300 2,815 - 2,415 $1,700
(A) Write-off of uncollectible accounts net of recoveries.
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 27, 1999
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 27, 1999
Robert A. Smith
/s/ Brian J. Knez Co-Chief Executive Officer October 27, 1999
Brian J. Knez
Principal Financial Officer:
/s/ John R. Cook Senior Vice President and October 27, 1999
John R. Cook Chief Financial Officer
Principal Accounting Officer:
/s/ Catherine N. Janowski Vice President and October 27, 1999
Catherine N. Janowski Controller
S-1
Directors:
/s/ Richard A. Smith October 27, 1999
Richard A. Smith
/s/ John R. Cook October 27, 1999
John R. Cook
October ---,1999
Matina S. Horner
/s/ Brian J. Knez October 27, 1999
Brian J. Knez
/s/ Vincent M. O'Reilly October 27, 1999
Vincent M. O'Reilly
/s/ Walter J. Salmon October 27, 1999
Walter J. Salmon
/s/ Jean Head Sisco October 27, 1999
Jean Head Sisco
/s/ Robert A. Smith October 27, 1999
Robert A. Smith
S-2
EXHIBIT INDEX
3.1(a) Restated Certificate of Incorporation
of the Company.
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.
3.2 By-Laws of the Company.
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 Intercompany Services Agreement, dated as of July
24, 1987 between Harcourt General and the Company,
incorporated by reference herein to the Company's
Annual Report on Form 10-K for the twenty-six week
period ended August 1, 1987.
*10.2 1987 Stock Incentive Plan, incorporated herein by
reference to the Company's Annual Reporton Form 10-K
for the twenty-six week period ended August 1, 1987.
*10.3 The Neiman Marcus Group, Inc. 1997 Incentive Plan,
incorporated herein by reference to Exhibit A to the
Company's Definitive Schedule 14A dated December 10,
1996 and filed with the Securities and Exchange
Commission.
E-1
*10.4 Employment Agreement between the Company and
Burton M. Tansky effective February 1, 1997, incorporated
herein by reference to the Company's Annual Report on
10-K for the fiscal year ended August 3, 1996.
*10.5 Termination and Change of Control Agreement
between the Company and Gerald A. Sampson dated September
17, 1998, incorporated herein by reference to the Company's
Annual Report or Form 10-K for the fiscal year
ended August 1, 1998.
*10.6 Termination Agreement between Bergdorf Goodman,
Inc. and Stephen C. Elkin, effective September 1993,
incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
July 31, 1993.
*10.7 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.
*10.8 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.
*10.9 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.
*10.10 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.
*10.11 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.
*10.12 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.
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10.13(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.
10.13(b) Amendment to the Credit Agreement dated August 27,
1999.
10.14 Receivables Purchase Agreement, dated as of March
1, 1995, between the Company and Neiman Marcus Funding
Corporation, incorporated herein by reference to Exhibit
10.1 to Registration Statement on Form S-3 of Neiman
Marcus Group Credit Card Master Trust dated March 3,
1995 (Registration No. 33-88098).
10.15 Pooling and Servicing Agreement, dated as of March
1, 1995, between Neiman Marcus Funding Corporation,
the Company and The Chase Manhattan Bank, N.A.,
incorporated herein by reference to Exhibit 4.1
to Registration Statement on Form S-3 of Neiman
Marcus Group Credit Card Master Trust dated March 3,
1995(Registration No. 33-88098).
10.16 Series 1995-1 Supplement to the Pooling and
Servicing Agreement, dated as of March 1, 1995,
among Neiman Marcus Funding Corporation,
the Company and The Chase Manhattan Bank, N.A.,
incorporated herein by reference to Exhibit 4.2
to Registration Statement on Form S-3 of
Neiman Marcus Group Credit Card Master Trust dated
March 3, 1995 (Registration No. 33-88098).
10.17 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).
10.18 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.
10.19 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.
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10.20 Agreement, dated as of September 1, 1999, among
the Company and certain holders of the Company's
Class B Common Stock.
13.1 The following sections of the 1999 Annual Report
to Shareholders ("1999 Annual Report") which are
expressly incorporated by reference into this
Annual Report on Form 10-K:
Management's Discussion and Analysis at pages
16 through 21 of the 1999 Annual Report.
Consolidated Financial Statements and the Notes
thereto at pages 22 through 38 of the 1999
Annual Report.
Independent Auditors' Report at page 39 of the
1999 Annual Report.
The information appearing under the caption
"Selected Financial Data" on page 40 of the
1999 Annual Report.
The information appearing under the captions
"Stock Information" and "Shares Outstanding" on
page 41 of the 1999 Annual Report.
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).
___________________________________________
* Exhibits filed pursuant to Item 14(c) of Form 10-K.
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