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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, 1996
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. [X]
The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant on March 6, 1997 was $3,793,341. 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: 16,509,523 shares of Common
Stock as of the close of business on March 13, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended December 31,1996 - Incorporated by reference into Part II of
this Form 10-K.
Portions of the Registrant's Proxy Statement relating to the Registrant's
1997 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 "Swank", "L'Aiglon", "Pierre Cardin",
"Geoffrey Beene", "Yves Saint Laurent", "Kenneth Cole", "Anne Klein", "Anne
Klein II", "Guess?" and "Colours by Alexander Julian", among others.
Products
- --------
The Company's principal product categories are described below:
Men's jewelry consists principally of cuff links, tie klips, chains and
tacs, bracelets, neck chains, vest chains, collar pins, key rings, money klips
and watches distributed under the names "Swank", "Guess?", "Pierre Cardin",
"Geoffrey Beene", "Yves Saint Laurent", "Kenneth Cole", "Colours by Alexander
Julian" and "L'Aiglon". Women's jewelry consists principally of necklaces,
earrings, pendants, chokers, bracelets, hair ornaments and scarf clips
distributed under the names "Anne Klein" and "Anne Klein II", "Pierre Cardin",
and "Guess?". The Company also manufactures women's jewelry (principally
necklaces, brooches, hair accessories and earrings) for private label
distribution.
Leather accessories consist primarily of belts, billfolds, wallets, key
cases, card holders and suspenders distributed under the names "Swank",
"Guess?", "L'Aiglon", "Pierre Cardin", "Geoffrey Beene", "Yves Saint Laurent",
and "Colours by Alexander Julian". The Company also manufactures leather items
for private label distribution.
As is customary in the fashion accessories industry, substantial
percentages of the Company's sales and earnings 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 short-term bank borrowings are at a peak during the months of August,
September, October and November to enable the Company to (a) carry significant
amounts of inventory and accounts receivable and (b) provide more favorable
payment terms to its customers during this season.
The relative contributions to total net sales and gross profit from the
Company's principal product categories 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
- ------------------------------ -----------------
1996 1995 1994 1996-95 1995-94
- -------- -------- -------- ------- -------
CONTRIBUTION TO NET SALES
$ 55,988 $ 59,271 $ 63,084 Men's and Women's Jewelry (6%) (6%)
72,967 74,786 68,764 Men's Leather Accessories (2%) 9%
3,687 6,045 11,648 Other* (39%) (48%)
- -------- -------- -------- ----- -----
$132,642 $140,102 $143,496 TOTAL NET SALES (5%) (2%)
======== ======== ======== ==== =====
CONTRIBUTION TO GROSS PROFIT
$ 26,054 $ 25,323 $ 31,678 Men's and Women's Jewelry 6% (20%)
30,325 27,335 28,162 Men's Leather Accessories 11% (3%)
1,867 1,670 4,534 Other* 12% (63%)
- -------- --------- --------- --- -----
$ 58,246 $ 54,328 $ 64,374 TOTAL GROSS PROFIT 7% (16%)
======== ========= ========= == =====
* Includes a men's accessories (gifts) line which was discontinued during the
fourth quarter of fiscal 1995 and certain merchandise sold through factory
outlets.
Sales and Distribution
- ----------------------
The Company's customers are primarily major retailers within the United
States. Sales to the Company's two largest customers accounted for approximately
17% and 13% of consolidated net sales in 1996 and 19% and 12% in 1995,
respectively. Sales to one customer amounted to 11% of consolidated net sales
during 1994. No other customer accounted for more than 10% of consolidated net
sales during such fiscal years. Exports to foreign countries accounted for 9%,
7% and 5% of consolidated net sales in each of the Company's fiscal years ended
December 31, 1996, 1995 and 1994.
Approximately 96 salespeople and district managers are engaged in the sale
of products of the Company, working out of sales offices located in five major
cities throughout the United States. The Company has established separate sales
forces to handle the distribution to retailers of (a) women's jewelry and (b)
the remaining products of the Company. In certain foreign countries, the Company
has licensed or sub-licensed the production and sale of certain of its lines
under royalty arrangements.
In addition to the sale of the Company's products through wholesale
channels, the Company sells certain of its products at retail in 19
Company-operated factory outlet stores located in 13 states.
2
Manufacturing
- -------------
Items manufactured by the Company accounted for approximately 65% of total
sales. The Company manufactures and/or assembles jewelry products at the
Company's plant in Attleboro, Massachusetts and manufactures leather goods at
the Company's plant in Norwalk, Connecticut. Raw materials are purchased in the
open market from a number of suppliers and are readily available.
Items not manufactured by the Company include certain jewelry and leather
items, watches, wallets and other accessories which are purchased domestically
or imported from countries in Europe, South America and the Far East.
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 1996, of which approximately 1% was for advertising media,
principally in national consumer magazines, trade publications, newspapers,
radio and television, and approximately 6% was for fixtures, displays,
point-of-sale materials, cooperative advertising and other in-store promotions.
Competition
- -----------
The businesses in which the Company is engaged are highly competitive. The
Company competes with, among others, David Donahue in men's jewelry; Rolfs,
Mundy and retail private label programs in small leather goods; Trafalgar,
Salant, Humphrey, Textan and private label programs in men's belts; 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 make improvements on its present products and to offer
the public 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 and costume jewelry under the
name "Pierre Cardin", (ii) leather accessories under the name "L'Aiglon", (iii)
women's jewelry under the names "Anne Klein" and "Anne Klein II", (iv) men's
jewelry and leather accessories under the names "Yves Saint Laurent", "Geoffrey
Beene" and "Colours by Alexander Julian", (v) leather accessories and men's and
women's jewelry under the name "Guess?" and (vi) men's jewelry under the name
"Kenneth Cole". The Company's "Pierre Cardin", "Yves Saint Laurent", "Anne
Klein", "Anne Klein II" and "Guess?" licenses may be considered material to the
Company's business. The "Pierre Cardin" license provides for royalty payments
not exceeding 5% of sales. The "Anne Klein" and "Anne Klein II" license provides
for royalty payments not exceeding 6% of sales. The "Guess?" license provides
for royalty payments not exceeding 7% of sales. The "Yves Saint Laurent" license
provides for royalty payments not exceeding 8% of sales. The license agreements
generally specify minimum royalties and minimum advertising and promotion
expenditures. The Company's licenses to
3
distribute "Pierre Cardin" jewelry and leather accessories expire December 31,
1999. The Company's "Anne Klein" and "Anne Klein II" license expires December
31, 1999. The Company's "Guess?" license expires June 30, 1997. The Company's
"Yves Saint Laurent" license expires December 31, 2001.
Employees
- ---------
The Company has approximately 1,230 employees, of whom approximately 850
are production employees. None of the Company's employees are represented by
labor unions and management believes its relationship with its employees to be
satisfactory.
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 at this facility.
The Company's national and international sales offices are located in
leased premises at 90 Park Avenue, New York City. The leases of such premises
expire in 2000. Branch offices are also located in leased premises in New York,
Beverly Hills, Chicago, Atlanta and Dallas; the leases for such premises expire
from 1997 to 2000.
The Company also leases a warehouse containing approximately 242,000 square
feet in Taunton, Massachusetts which is used for the distribution of men's and
women's jewelry, leather goods and other accessories. One of the Company's
factory stores is also located at the Taunton location. The lease for these
premises expires in 2001.
Men's belts and other leather accessories are manufactured in premises
consisting of a manufacturing plant and office space in a 126,500 square foot
building, located on approximately seven and one-half acres, owned by the
Company in Norwalk, Connecticut.
The Company's manufacturing and distribution facilities are equipped with
modern machinery and equipment, substantially all of which is owned by the
Company. In management's opinion, the Company's properties, machinery and
equipment are adequate for the conduct of the respective businesses to which
they relate.
The Company presently operates 18 additional factory outlet stores at
locations other than those described above. These stores have leases with terms
not in excess of five years and contain in the aggregate approximately 38,400
square feet.
4
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 on Consent 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 PRP Group's accountant's records reflect group expenses,
independent of legal fees, in the amount of $1,919,710 as of December 31, 1996.
The Company's share of costs for the RI/FS is being allocated on an interim
basis at 12.5177%.
The Massachusetts Superfund site is adjacent to a municipal landfill that
is in the process of being closed under Massachusetts law. Due to the proximity
of the municipal landfill to the site and the composition of waste at this site,
the issues are under discussion regarding the site among state and federal
agencies and the United States Department of Energy.
In September 1988, the Company received notice from the Department of
Pollution Control and Ecology of the State of Arkansas that the Company,
together with numerous other companies, had been identified as a PRP in
connection with the release or threatened release of hazardous substances from
the Diaz Refinery, Incorporated site in Diaz, Arkansas. The Company has advised
the State of Arkansas that it intends to participate in negotiations with the
Department of Pollution Control and Ecology through the committees formed by the
PRPs. The Company has not received further communications regarding the Diaz
site.
In September 1991, the Company entered into 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 cost estimates for remediation of the ground water at the site
range from approximately $2.8 million to approximately $7.8 million. Based on
current participation, the Company's share is 7.98% of approximately 75% of the
costs. The Company and certain other participants have commenced litigation
against non-settling PRPs to seek to obtain reimbursement for their respective
shares of the remediation costs.
(b) No material pending legal proceedings were terminated during the
three-month period ended December 31, 1996.
5
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 78 Chairman of the Board and Director
John A. Tulin 50 President and Director
Richard S. Blum 60 Senior Vice President - International Sales
Christopher F. Wolf 48 Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
Melvin Goldfeder 60 Senior Vice President - Special Markets
Division
James E. Tulin 45 Senior Vice President - Merchandising and
Director
Lewis Valenti 57 Senior Vice President - Women's Division
Eric P. Luft 41 Senior Vice President - Men's Division
Paul Duckett 56 Senior Vice President - Distribution and Retail
Store Operations
Richard V. Byrnes, Jr. 37 Senior Vice President - Operations
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.
6
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.
Richard S. Blum has been Senior Vice President-International Sales since
October 1995. For more than five years prior to October 1985, Mr. Blum 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. Prior to joining the
Company, Mr. Wolf was a partner in the accounting firm of Coopers & Lybrand
L.L.P. for more than the preceding five years.
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.
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.
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.
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.
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.
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.
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.
7
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 15 of the Company's Annual Report
to Stockholders for the year ended December 31, 1996 (the "1996 Annual Report"),
which is Exhibit 13 to this Annual Report on Form 10-K.
The Company's financing agreements with its lenders prohibit the payment of
cash dividends on the Company's Common Stock (see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
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 1996 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 1996 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------
The information called for by this Item 7 is incorporated herein by
reference to the information under the following captions on pages 6-15 of the
Company's 1996 Annual Report:
o Consolidated Balance Sheets as of December 31, 1996 and 1995.
o Consolidated Statements of Operations for each of the three years
ended December 31, 1996, 1995 and 1994.
o Consolidated Statements of Changes in Stockholders' Equity for each of
the three years ended December 31, 1996, 1995 and 1994.
8
o Consolidated Statements of Cash Flows for each of the three years
ended December 31, 1996, 1995 and 1994.
o Notes to Consolidated Financial Statements.
o 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 1997 Annual Meeting of Stockholders
filed pursuant to Regulation 14A under the Securities Act of 1934, as amended
(the "1997 Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
-----------------------
The information called for by this Item 11 is incorporated herein by
reference to the 1997 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 1997 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
The information called for by this Item 13 is incorporated herein by
reference to the 1997 Proxy Statement.
9
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 included on pages 6-15 of
the 1996 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 years ended December 31, 1996,
1995 and 1994:
II. Valuation and Qualifying Accounts
(b) Current Reports on Form 8-K during the quarter ended December 31, 1996
----------------------------------------------------------------------
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).
10
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 Second Amended and Restated Credit Agreement dated as of May
24, 1996 between the Company, each of the banks which is a
signatory thereto and The Chase Manhattan Bank (National
Associations), as Agent (in such capacity, the "Agent").
(Exhibit 4.02 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).
4.03 Amended and Restated Security Agreement dated as of May 24,
1996 between the Company and the Agent. (Exhibit 4.03 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).
4.04 Amended and Restated Security Agreement dated as of May 24,
1996 between Swank Sales International (V.I.), Inc. and the
Agent. (Exhibit 4.04 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).
4.05 Open End Indenture of Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing (Connecticut) dated as
of December 22,1992 ("Connecticut Mortgage") between the
Company and the Agent. (Exhibit 4.06 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, File No. 1-5354, is incorporated herein by reference).
4.05.1 Modification and Confirmation of the Connecticut Mortgage
dated as of July 20, 1995. (The fourth exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30,1995, File No.1-5354, is incorporated herein
by reference).
4.05.2 Second Modification and Confirmation of the Connecticut
Mortgage dated as of May 24,1996. (Exhibit 4.05.2 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).
4.06 Open End Indenture of Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing (Massachusetts) dated
as of December 22, 1992 ("Massachusetts Mortgage") between
the Company and the Agent. (Exhibit 4.07 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, File No. 1-5354, is incorporated herein
by reference).
11
4.06.1 Modification and Confirmation of the Massachusetts Mortgage
dated as of July 20, 1995. (The fifth exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, File No. 1-5354, is incorporated herein
by reference).
4.06.2 Second Modification and Confirmation of the Massachusetts
Mortgage dated as of May 24, 1996. (Exhibit 4.06.2 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).
4.07 Revolving Credit and Security Agreement dated as of May 24,
1996 between the Company, each of the lenders which is a
signatory thereto and IBJ Schroder Bank & Trust Company, as
Lender, ACM Agent and Co-Agent. (Exhibit 4.07 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).
4.08.1 Mortgage and Security Agreement (Massachusetts), dated as of
May 24, 1996, in the maximum principal amount of
$25,000,000, made by the Company to IBJ Schroder Bank &
Trust Company, as ACM Agent for itself and as agent for
ratable benefit of the Lenders. (Exhibit 4.08.1 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).
4.08.2 Open End Mortgage,Assignment of Rents and Security Agreement
(Connecticut), dated as of May 24, 1996, in the maximum
principal amount of $25,000,000, made by the Company to IBJ
Schroder Bank & Trust Company, as ACM Agent for itself and
as agent for ratable benefit of the Lenders. (Exhibit 4.08.2
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).
4.08.3 FSC Security Agreement dated May 24, 1996 between Swank
International (V.I.), Inc. and IBJ Schroder Bank and Trust
Company, as Agent. (Exhibit 4.08.2 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).
4.08.4 Pledge and Security Agreement dated as of May 24,1996
between the Company and IBJ Schroder Bank and Trust Company,
as ACM Agent. (Exhibit 4.08.4 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).
10.01 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).+
12
10.01.2 Amendment effective as of October 30, 1995 to Employment
Agreement between the Company and Marshall Tulin.*+
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.*+
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.*+
10.04 Amended and Restated 1981 Incentive Stock Option Plan of the
Company.*+
10.05 1987 Incentive Stock Option Plan of the Company.*+
10.06 1987 Incentive Share Plan of the Company. (Annex 2 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).+
10.07 Form of Termination Agreement effective January 1, 1996
between the Company and each of the Company's officers
listed on Schedule A thereto. (Exhibit 10.07 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).+
13
10.08 Termination Agreement effective October 1, 1996 between the
Corporation and Christopher Wolf.*+
10.09 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).+
10.10 Employment Agreement dated as of January 15,1992, as
amended, between the Company and Richard Byrnes. (Exhibit
10.10 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 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).
10.12 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).
10.13 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).
10.14 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).+
10.14.1 First Amendment effective January 1, 1997 to Key Employee
Deferred Compensation Plan.*+
10.15 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).+
10.15.1 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).+
14
10.15.2 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).+
10.15.3 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).+
10.15.4 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).+
10.15.5 Stock Option Contracts dated as of July 31, 1996 between the
Company and each of Mark Abramowitz, Raymond Vise and John
J. Macht.*+
10.16 Stock Option Contract dated as of October 1,1996 between the
Company and Christopher F. Wolf.*+
10.17 Employment Agreement dated as of October 1, 1996, between
the Company and Christopher F. Wolf. *+
10.18 Letter Agreement effective August 1, 1996 between the
Company and John J. Macht.*
11.01 Statement Re Computation of Earnings Per Share.*
13 1996 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company. (Exhibit 22.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, File No. 1-5354, is incorporated herein
by reference).
23.01 Consent of independent accountants.*
27 Financial Data Schedule.*
- ---------------------------
*Filed herewith.
+Management contract or compensatory plan or arrangement.
15
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Stockholders of Swank, Inc.
Attleboro, Massachusetts
Our report on the consolidated financial statements of Swank, Inc. has been
incorporated by reference in this Form 10-K from page 15 of the 1996 Annual
Report to Stockholders of Swank, Inc. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page 10 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 18,1997
SWANK, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
------------ ----------- ----------- ----------- -----------
BALANCE AT ADDITIONS BALANCE AT
BEGINNING CHARGED TO END
DESCRIPTION OF PERIOD EXPENSE DEDUCTIONS OF PERIOD
----------- --------- ------- ---------- ---------
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 0 574,000
- ---------------------------------- =========== =========== =========== ===========
FOR THE YEAR ENDED DECEMBER 31, 1995
Allowance for doubtful accounts 1,100,000 805,000 (G) 855,000 (A) 1,050,000
Allowance for cash discounts 500,000 1,517,000 (H) 1,926,000 (B) 91,000
Allowance for customer returns 4,661,000 9,255,000 (F) 9,412,000 (C) 4,504,000
Allowance for cooperative advertising 703,000 1,227,000 (G) 1,278,000 (D) 652,000
Allowance for in-store markdowns 2,520,000 6,121,000 (G) 5,841,000 (E) 2,800,000
----------- ----------- --- ----------- --- -----------
9,484,000 18,925,000 19,312,000 9,097,000
=========== =========== =========== ===========
FOR THE YEAR ENDED DECEMBER 31, 1994
Allowance for doubtful accounts 900,000 213,000 (G) 13,000 (A) 1,100,000
Allowance for cash discounts 470,000 1,409,000 (H) 1,379,000 (B) 500,000
Allowance for customer returns 4,959,000 7,436,000 (F) 7,734,000 (C) 4,661,000
Allowance for cooperative advertising 505,000 1,314,000 (G) 1,116,000 (D) 703,000
Allowance for in-store markdowns 1,785,000 5,741,000 (G) 5,006,000 (E) 2,520,000
----------- ----------- --- ----------- --- -----------
8,619,000 16,113,000 15,248,000 9,484,000
=========== =========== =========== ===========
(A) Bad debts charged off as uncollectible, net of recoveries.
(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 of sales and cost of sales.
(G) Located in selling and administrative.
(H) Located in net sales.
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 27, 1997 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 Director March 27, 1997
- ----------------------- (principal executive
John A. Tulin officer)
/s/ Christopher F. Wolf Senior Vice President, March 27, 1997
- ----------------------- Chief Financial Officer,
Christopher F. Wolf Treasurer and Secretary
(principal financial and
accounting officer)
/s/ Mark Abramowitz Director March 27, 1997
- -----------------------
Mark Abramowitz
/s/ John J. Macht Director March 27, 1997
- -----------------------
John J. Macht
16
Signature Title Date
- ------------------- ------------------- -----------------
/s/ James E. Tulin Director March 27, 1997
- -----------------------
James E. Tulin
/s/ Marshall Tulin Director March 27, 1997
- -----------------------
Marshall Tulin
/s/ Raymond Vise Director March 27, 1997
- -----------------------
Raymond Vise
17
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996
--------------------------------
SWANK, INC.
--------------------------------
- ------------------------------------------------------------------------------
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ----------- ----------- --------
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 Second Amended and Restated Credit Agreement dated
as of May 24, 1996 between the Company, each of
the banks which is a signatory thereto and The
Chase Manhattan Bank (National Association), as
Agent (in such capacity, the "Agent"). (Exhibit
4.02 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).
4.03 Amended and Restated Security Agreement dated as
of May 24, 1996 between the Company and the Agent.
(Exhibit 4.03 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).
4.04 Amended and Restated Security Agreement dated as
of May 24, 1996 between Swank Sales International
(V.I.), Inc. and the Agent. (Exhibit 4.04 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).
Exhibit No. Description Page No.
- ----------- ----------- --------
4.05 Open End Indenture of Mortgage, Assignment of
Rents, Security Agreement and Fixture Filing
(Connecticut) dated as of December 22, 1992
("Connecticut Mortgage") between the Company and
the Agent. (Exhibit 4.06 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992, File No. 1-5354, is incor
porated herein by reference).
4.05.1 Modification and Confirmation of the Connecticut
Mortgage dated as of July 20, 1995. (The fourth
exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, File No.
1-5354, is incor porated herein by reference).
4.05.2 Second Modification and Confirmation of the
Connecticut Mortgage dated as of May 24, 1996.
(Exhibit 4.05.2 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).
4.06 Open End Indenture of Mortgage, Assignment of
Rents, Security Agreement and Fixture Filing
(Massachusetts) dated as of December 22, 1992
("Massachusetts Mortgage") between the Company and
the Agent. (Exhibit 4.07 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992, File No. 1-5354, is
incorporated herein by reference).
4.06.1 Modification and Confirmation of the Massachusetts
Mortgage dated as of July 20, 1995. (The fifth
exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, File No.
1-5354, is incor porated herein by reference).
4.06.2 Second Modification and Confirmation of the
Massachusetts Mortgage dated as of May 24, 1996.
(Exhibit 4.06.2 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).
Exhibit No. Description Page No.
- ----------- ----------- --------
4.07 Revolving Credit and Security Agreement dated as
of May 24, 1996 between the Company, each of the
lenders which is a signatory thereto and IBJ
Schroder Bank & Trust Company, as Lender, ACM
Agent and Co-Agent. (Exhibit 4.07 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).
4.08.1 Mortgage and Security Agreement (Massachusetts),
dated as of May 24, 1996, in the maximum principal
amount of $25,000,000, made by the Company to IBJ
Schroder Bank & Trust Company, as ACM Agent for
itself and as agent for ratable benefit of the
Lenders. (Exhibit 4.08.1 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).
4.08.2 Open End Mortgage, Assignment of Rents and
Security Agreement (Connecticut), dated as of May
24, 1996, in the maximum principal amount of
$25,000,000, made by the Company to IBJ Schroder
Bank & Trust Company, as ACM Agent for itself and
as agent for ratable benefit of the Lenders.
(Exhibit 4.08.2 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).
4.08.3 FSC Security Agreement dated May 24, 1996 between
Swank International (V.I.), Inc. and IBJ Schroder
Bank and Trust Company, as Agent. (Exhibit 4.08.2
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).
4.08.4 Pledge and Security Agreement dated as of May 24,
1996 between the Company and IBJ Schroder Bank and
Trust Company, as ACM Agent. (Exhibit 4.08.4 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).
Exhibit No. Description Page No.
- ----------- ----------- --------
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.*+
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.*+
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).+
Exhibit No. Description Page No.
- ----------- ----------- --------
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.*+
10.04 Amended and Restated 1981 Incentive Stock Option
Plan of the Company.*+
10.05 1987 Incentive Stock Option Plan of the Company.*+
10.06 1987 Incentive Share Plan of the Company. (Annex 2
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).+
10.07 Form of Termination Agreement effective January 1,
1996 between the Company and each of the Company's
officers listed on Schedule A thereto. (Exhibit
10.07 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).+
10.08 Termination Agreement effective October 1, 1996
between the Corporation and Christopher Wolf.*+
10.09 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
Exhibit No. Description Page No.
- ----------- ----------- --------
31, 1988, File No. 1-5354, is incorporated herein
by reference).+
10.10 Employment Agreement dated as of January 15, 1992,
as amended, between the Company and Richard
Byrnes. (Exhibit 10.10 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 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).
10.12 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).
10.13 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).
10.14 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).+
10.14.1 First Amendment effective January 1, 1997 to Key
Employee Deferred Compensation Plan.*+
10.15 1994 Non-Employee Director Stock Option Plan.
Exhibit No. Description Page No.
- ----------- ----------- --------
(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).+
10.15.1 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).+
10.15.2 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).+
10.15.3 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).+
10.15.4 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).+
10.15.5 Stock Option Contracts dated as of July 31, 1996
between the Company and each of Mark Abramowitz,
Raymond Vise and John J. Macht.*+
10.16 Stock Option Contract dated as of October 1, 1996
between the Company and Christopher F. Wolf.*+
10.17 Employment Agreement dated as of October 1, 1996,
between the Company and Christopher F. Wolf. *+
10.18 Letter Agreement effective August 1, 1996 between
the Company and John J. Macht.*
Exhibit No. Description Page No.
- ----------- ----------- --------
11.01 Statement Re Computation of Earnings Per Share.*
13 1996 Annual Report to Stockholders.*
21.01 Subsidiaries of the Company. (Exhibit 22.01 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No.
1-5354, is incorporated herein by reference).
23.01 Consent of independent accountants.*
27 Financial Data Schedule.*
- ---------------------------
*Filed herewith.
+Management contract or compensatory