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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 2, 2002
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. 0-11682
S&K FAMOUS BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-0845694
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11100 West Broad Street, P. O. Box 31800, Richmond, Virginia 23294-1800
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(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 346-2500
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.50 par value
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(Title of Class)
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 _____
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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 nonaffiliates
of the registrant as of April 3, 2002, was approximately $12,884,000.
This figure was calculated by multiplying (i) the mean between the
high and low prices for the registrant's common stock on April 3,
2002, as reported by The Nasdaq Stock Market, by (ii) the number of
shares of the registrant's common stock not held by the officers or
directors of the registrant or any persons known to the registrant to
own more than five percent of the outstanding common stock of the
registrant. Such calculation does not constitute an admission or
determination that any such officer, director or holder of more than
five percent of the outstanding common stock of the registrant is an
affiliate of the registrant.
As of April 3, 2002, 4,056,504 shares of the registrant's Common
Stock, $0.50 par value were outstanding.
Documents Incorporated by Reference
The portions of the 2001 Annual Report to Shareholders ("2001 Annual Report")
for the fiscal year ended February 2, 2002, referred to in Part II, are
incorporated by reference into Part II. The portions of the Proxy Statement for
the Company's Annual Meeting of Shareholders to be held on May 23, 2002,
referred to in Part III, are incorporated by reference into Part III.
2
PART I.
Item 1. Business
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(a) General Development of Business
S&K Famous Brands, Inc. (the "Company") has been in business for over 34 years.
The Company began operations with one store and as of March 29, 2002 operates
237 stores. The Company was incorporated in Virginia in 1970, as successor to a
business established in 1967. As used herein, the term "Company" includes the
Company and its predecessors. The Company's corporate headquarters is located at
11100 West Broad Street, Richmond, Virginia; the telephone number is (804)
346-2500. For a discussion of the Company's business and its development during
the fiscal year ended February 2, 2002 ("fiscal 2002"), see "Narrative
(b) Financial Information about Industry Segments
The Company operates in one segment, the retail sale of men's tailored clothing,
furnishings, sportswear, shoes and accessories. Accordingly, data with respect
to separate industry segments is not applicable and has not been reported
herein.
(c) Narrative Description of Business
General
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The Company is engaged in the retail sale of men's apparel, that includes a full
line of men's suits, sportcoats, slacks, shirts, ties, sportswear, shoes and
related accessories, through stores trading as S&K Famous Brand Menswear (S&K).
The Company sells in-season, first-quality, men's apparel, primarily with
nationally recognized brand names, at 20% to 40% less than regular, full-priced
department and specialty store prices.
The Company's operations are generally conducted under the name S&K Famous Brand
Menswear. As of March 29, 2002 there are 237 stores in 27 states: Virginia,
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Maryland, Michigan, Mississippi, Missouri, New Jersey, New
York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee,
Texas, West Virginia and Wisconsin. Except for three locations, all of the S&K
stores are located either in strip shopping centers or enclosed shopping malls.
During fiscal 2002, the Company opened ten new S&K stores, totaling
approximately 41,800 square feet, in the following localities:
Georgia: Augusta/(1)/, Lawrenceville
Florida: Lakeland/(1)/
Ohio: Beavercreek, Toledo, Youngstown/(1)/
Tennessee: Chattanooga
Virginia: Richmond (2 stores)
Wisconsin: Madison/(1)/
/(1)/ These new stores were relocated from previous locations which were closed.
Additionally, in fiscal 2002, the Company closed 11 under-performing stores
(four of which were relocations), approximating 49,400 square feet, which were
at the end of their lease term and which had not met the Company's sales and
profitability expectations: Ft. Lauderdale and Tampa-Lakeland, Florida; Augusta
and Locust Grove, Georgia; Clarksville, Indiana; Flint and Saginaw Michigan;
Columbus, Toledo and Youngstown, Ohio; and Madison, Wisconsin.
3
The following table summarizes information concerning store openings and
closings during the fiscal years presented:
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Fiscal Year Ended
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Stores: 2/02/02 2/03/01 1/29/00 1/30/99 1/31/98
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Open at beginning of year 238 240 233 211 194
Closed during year 11 17 15 8 9
Opened during year 10 15 22 30 26
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Open at end of year 237 238 240 233 211
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Relocations 4 7 1 2 8
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During fiscal 2003, the Company plans to open approximately ten new stores and
close five under-performing locations.
Average sales per selling square foot for the stores included in comparable
store sales statistics were: $204, $213, $214, $218, and $226 in the fiscal
years ended 2002 through 1998, respectively. Other than the general economic and
competitive environment, average sales per selling square foot are primarily
influenced by three factors: sales levels in existing stores from year to year;
the proportion of newer stores which, although profitable, might not have
reached sales levels of more mature stores; and an increasing number of
additional stores in existing markets, where the Company does not expect sales
levels to be as high as in markets in which the Company operates a single store.
New stores opened in existing markets may negatively impact existing store sales
while increasing total market sales. The number of stores opened in existing
markets were 9, 14, 18, 16 and 26 in fiscal years ended 2002 through 1998,
respectively.
Merchandise and Marketing
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The merchandise offered in the Company's stores feature a wide variety of
nationally recognized labels from America's leading manufacturers as well as the
Company's exclusive, private labels. This first-quality merchandise is purchased
directly from manufacturers or produced to S&K's specifications and sold at
prices substantially lower than those regularly charged by department and
specialty stores. The Company does not purchase any "seconds" or "irregulars".
S&K offers a complete line of men's apparel: suits, sportcoats, furnishings,
casual clothing, shoes and accessories. Additionally, the Company offers a
custom-order program for the hard-to-fit customer with an emphasis toward the
"Big & Tall" market. The Company's "Corporate Casual" collection is sportcoat
driven, with a coordinating slack and sportswear focus, and responds to the
relaxed dress codes found in the workplace.
S&K's sales associates provide the level and quality of customer service
generally found in exclusive men's clothing stores. These services include
providing basic alterations at modest cost, soliciting comments from customers
as to their satisfaction with the merchandise and services, maintaining customer
files on special preferences, and offering a liberal refund policy for returned
merchandise, including a money-back guarantee. S&K promotes its Premier Club
program for those customers who shop with the Company on a repeat basis. Members
of the Premier Club receive periodic mailings throughout the year which usually
contain special promotional opportunities, as well as free alterations for the
life of garments purchased. Additionally, the Company has a Premier Club Rewards
Program which it believes further strengthens customer loyalty by awarding
additional incentives to those customers who reach various purchase levels on an
annual basis.
The Company offers the S&K Premier Charge Card as another payment option for its
customers and believes this also enhances its customer service. Customers pay no
annual fee and may even have special financing arrangements. Additionally, this
program allows S&K to communicate regularly with S&K Premier Charge Card
customers via their monthly statement.
4
S&K uses television as its primary advertising medium. The Company uses direct
mail for Premier Club promotions and prospective customer mailings. The direct
mail programs allow the Company to target Premier Club customers who have been
the most responsive and loyal to S&K in the past or potential customers who fit
the Company's demographic profile. Additionally, newspaper may be used
occasionally for certain promotions or special events such as holiday sales or
grand openings.
Purchasing and Distribution
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Purchasing for all of the Company's stores is directed from the Company's
headquarters in Richmond, Virginia, by its Senior Vice President -
Merchandise/Divisional Merchandise Manager.
The Company purchases branded merchandise directly from a number of nationally
recognized manufacturers that produce labels such as Jones New York, Bill Blass,
Albert Nipon, Andrew Fezza, Emanuel Ungaro, Perry Ellis, Evan Picone, Chaps by
Ralph Lauren, Claiborne for Men and Oleg Cassini. These purchases consist
primarily of merchandise produced specifically from orders placed by S&K well in
advance of manufacturers' production cycles allowing them to purchase fabrics
advantageously and schedule production during off-peak manufacturing periods.
The Company believes these buying practices enable it to sell this merchandise
at prices generally 20% to 40% below prices regularly offered by full-priced
department and specialty stores.
The Company also uses a number of high quality men's clothing factories which
manufacture goods to its specifications for Company-owned labels, such as
Roberto Villini, Kilburne & Finch, Tailors Row, Club Run, Fenzia, Deansgate and
others. The Roberto Villini label is carried on suits, sportcoats and dress
slacks tailored in Italy from some of the finest Italian fabrics and imported
exclusively for S&K, as well as on complementing shirts and ties. The Kilburne &
Finch label is carried on the Company's opening price point suit programs. The
Tailors Row label (as well as Tailors Row Finery), which includes suits, blazers
and slacks, offers a 100% worsted wool product with an exceptional level of
tailoring and complements the Company's other clothing lines. The various
manufacturing programs enable the Company to better control the quality,
selection and depth of its merchandise and supplement apparel purchased from
brand name manufacturers.
S&K works diligently to establish and maintain good vendor relationships. The
Company purchases merchandise from approximately 140 vendors. Except for one
vendor who accounted for approximately 21%, no other vendors exceeded 10% of the
Company's purchases in fiscal 2002. S&K does not believe that the loss of any
vendor would significantly impact the Company. The Company does not maintain any
long-term purchase commitments or arrangements with any supplier and believes
that there will be sufficient sources of merchandise to support its expansion
plans with no adverse effect on its purchasing practices.
Substantially all of the Company's merchandise is received centrally at its
110,000 square foot distribution center in Richmond, Virginia. While the Company
does have a program in place to ship direct to the stores from its vendors, most
merchandise is sorted, priced (if not pre-ticketed by the vendor) and
distributed from the distribution center. S&K's stores within an average 200
mile radius of Richmond receive merchandise once a week with deliveries
generally made by the Company's own trucks. Deliveries are made one to two times
a week to stores outside this radius using common carriers or package delivery
companies.
S&K has replenishment programs with its major suppliers for the merchandise it
considers to be "basics". These replenishment programs allow the Company to fill
back in on what has just sold, increasing the Company's inventory turnover. The
Company continually enhances and refines its allocation and distribution
processes (generally through technology improvements), and in fiscal 2002 began
its implementation of EDI (electronic data interchange). EDI allows the Company
to electronically communicate with selected vendors with the goal to shorten
delivery time. The Company currently has approximately 15 vendors operating
under this program and has shortened the time to replenish their products to the
stores by seven to ten days. The Company believes that through these
enhancements and the availability of direct vendor shipments to its stores that
there is sufficient capacity for receiving, storing and shipping merchandise to
support the Company's future expansion plans.
5
Store Operations
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Each store is under the direction of a general manager who is supervised by a
district or area manager. The district managers generally supervise ten to
fifteen stores while area managers supervise five to six stores. The district
and area managers visit the stores frequently to review merchandise needs,
personnel training and performance, and adherence to the Company's operating
procedures. The Company also has a few market managers who maintain general
manager responsibilities for their home store while supervising one or two other
stores in the same market. The Company believes this program will assist in
developing individuals for promotion to district or area manager.
The Company uses a multi-disciplinary training course specifically developed for
S&K associates. All store associates participate in this 75-day self-study
program, which the Company calls its "Pride" program (previously called "Gold
Star"). This program sets a personalized standard of performance for each sales
associate on a weekly basis and closely monitors their progress. Additionally,
throughout the year, the Company conducts numerous one-week, in-house training
seminars for selected management trainees and full-time sales associates. These
developmental programs are enhanced by continuous on-the-job training, video
training and periodic, in-district meetings conducted by district and area
managers or one of the four Vice Presidents - Operations. Annually, all general
managers are brought to Richmond to participate in a 4-day corporate training
and team building session.
The Company stresses promotion from within, and most of the Company's general
managers and district managers have been promoted in this manner. S&K has cash
bonuses and other incentive plans in effect for its store and district managers
which are based upon individual and store performance.
Each store employs an average of six sales associates, some on a part-time
basis. A weekly sales goal is established for each sales associate. The Company
evaluates weekly productivity reports and conducts semi-annual Management by
DevelopmentR goal reviews to assess each associate's performance.
All sales are accepted with cash, personal checks or independent credit cards
(Visa/Master Card/Discover/S&K Premier Charge Card). During fiscal 2002, the
Company also began accepting debit cards. The Company assumes no credit risk on
credit card purchases but pays a customary percentage of those sales to a credit
card processor as a service charge. The Company has a liberal refund policy on
returned merchandise.
Information Management and Point-of-Sale System
- -----------------------------------------------
Inventory records are controlled centrally and updated daily utilizing an
automated point-of-sale (POS) system. Each store's POS system is polled nightly
by the Company's computerized information system. This system assimilates all
data and interfaces with the Company's automated merchandise control, ordering,
replenishment, EDI and open-to-buy systems. Physical inventories are generally
conducted in the stores twice a year to verify and enhance the accuracy of the
merchandise information system. Additionally, the store general managers provide
daily information to the central office where it is subjected to various sales,
cash and inventory procedures.
All stores have a customized POS system which includes the following features:
automatic price lookup including promotional pricing on markdown items, the
ability to scan barcoded merchandise price tickets, the ability to capture and
track Premiere Club purchase activity, store and employee productivity reporting
capabilities including manpower scheduling, recording hours worked for all store
employees, a merchandise locator service, alterations tracking and the ability
to send and receive electronic mail. The Company monitors the performance of its
POS systems and works closely with the vendor to develop enhancements to this
software.
6
Store Expansion
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The Company plans to continue its policy of pursuing suitable locations and
opening new stores when attractive opportunities are presented. The strategy for
expansion is to increase sales and market share through the development of
additional store locations in both existing and new markets, subject to
favorable economic conditions.
The Company is currently seeking new S&K store locations in the eastern half of
the United States. The criteria used in selecting sites for new stores include
the geographic locations and the demographics and psychographics of the
surrounding area. Based on S&K's research, the Company locates its stores in
areas that appear most likely to be receptive to the Company's retailing
strategy. These store sites could be in regional shopping malls or strip
shopping centers generally located near a regional mall, or in outlet centers.
With respect to store sites in these centers, the Company considers the
principal anchor stores located in the center, tenant mix and the positioning of
the Company's site within that center.
The S&K stores are designed to provide what the Company believes is required by
the modern-day value-conscious consumers of menswear. The Company's store
formats are designed to attract a broad mix of customers by providing the
customer with the opportunity to make purchases quickly during leisure time as
well as having quality merchandise displayed in attractive store settings using
a wide variety of merchandising techniques.
The Company currently has two formats: approximately 77% of the stores are
considered to be traditional stores while 23% are outlets. In prior years, the
Company differentiated a small group of its larger square foot traditional
stores as superstores. As elements of the superstore format were successful they
were incorporated into the other two formats and the Company no longer believes
these differentiations to be significant. The 4,300 square foot traditional S&K
store provides a specialty store setting and is generally located in or near
regional malls in mid-size markets. The 3,500 square foot outlet store is
located within outlet centers and is designed to attract the bargain shopper.
Seasonality
- -----------
The Company's business is highly seasonal, with peak sales periods occurring
during the fourth fiscal quarter, which includes the Christmas season. The
fourth fiscal quarter generally accounts for approximately 30-35% of the
Company's net sales and 50-60% of its net earnings for a fiscal year.
Working Capital
- ---------------
The Company has historically funded its working capital from internally
generated funds and from bank borrowings and expects these sources to continue
to be adequate for the foreseeable future.
Competition
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The retail men's apparel business is highly competitive. The Company's stores
compete with department stores, other men's specialty stores and discount
clothing stores. The Company competes on the basis of price, quality and
selection of merchandise, as well as customer service and store location. Many
of its competitors are considerably larger than the Company and have
substantially greater financial and other resources. At various times throughout
the year, department store chains and full-priced specialty shops offer brand
name merchandise at substantial markdowns, which may result in prices matching
or less than those regularly offered by the Company.
Employees
- ---------
As of February 2, 2002, the Company had approximately 2,300 employees, more than
half of whom worked part-time. A number of part-time employees are usually added
during the Christmas holiday season. None of the Company's employees are covered
by collective bargaining agreements. The Company considers its employee
relations to be good.
7
New Accounting Pronouncements
- -----------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), Business Combinations.
SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. SFAS 141 is not expected to
have a material impact on the Company's financial statements.
In July 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which is effective for fiscal years beginning after December 15, 2001. SFAS 142
primarily addresses the accounting for goodwill and intangible assets subsequent
to their initial recognition. SFAS 142 is not expected to have a material impact
on the Company's financial statements.
In August 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations. SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
related asset retirement costs. SFAS 143 is effective for financial statements
with fiscal years beginning after June 15, 2002, and it is not expected to have
a material impact on the Company's financial statements.
In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 requires that long-lived assets to be
disposed of be measured at the lower of carrying amount or fair value less cost
to sell, whether reported in continuing operations or in discontinued
operations. SFAS 144 is effective for fiscal years beginning after December 15,
2001, and is not expected to have a material impact on the Company's financial
statements.
Information Regarding Forward-Looking Statements
- ------------------------------------------------
The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") provide companies with a "safe harbor" when making forward-looking
statements. This "safe harbor" encourages companies to provide prospective
information about their companies without fear of litigation. The Company wishes
to take advantage of the "safe harbor" provisions of the Act and is including
this section in its Annual Report on Form 10-K in order to do so. Company
statements that are not historical facts, including statements about
management's expectations for fiscal year 2003 and beyond, are forward-looking
statements and involve various risks and uncertainties. Factors that could cause
the Company's actual results to differ materially from management's projections,
forecasts, estimates and expectations include, but are not limited to, the
following:
(a) changes in the amount and degree of promotional intensity exerted
by current competitors and potential new competitors many of whom are, or
may be, larger and have greater financial and marketing resources;
(b) changes in general U.S. economic conditions including, but not
limited to, consumer credit availability, interest rates, inflation, and
consumer sentiment about the economy in general;
(c) changes in availability of working capital and capital expenditure
financing, including the availability of the Company's credit facilities to
support seasonal borrowing needs and the development of retail stores;
(d) changes in the availability on acceptable terms of appropriate
real estate locations for expansion;
(e) the presence or absence of new products or product features in the
merchandise categories the Company sells and changes in the Company's
actual merchandise sales mix, including the trend toward corporate casual
attire;
(f) changes in availability of or access to both domestic and foreign
sources of merchandise inventory;
(g) the ability to maintain an effective leadership team in a dynamic
environment of changes in the cost and availability of a suitable work
force to manage and support the Company's service- driven operating
strategy;
8
(h) changes in production or distribution costs of the Company's
advertising; and
(i) unusual weather patterns.
The Company assumes no obligation to update publicly or release revisions to any
forward-looking statements, whether as a result of new information, future
events or otherwise.
The United States retail industry and the specialty apparel retail industry in
particular, are dynamic by nature and have undergone significant changes in
recent years. The Company's ability to anticipate and successfully respond to
continuing challenges is key to achieving its expectations.
Trademarks and Service Marks
- ----------------------------
The Company believes it has the right to use all trademarks and service marks
necessary to conduct its business as currently operated. The Company considers
these marks and the accompanying customer recognition and goodwill to be
valuable to its business, particularly in the case of its "S&K"-related service
marks and logos. The Company believes its existing rights to use such marks can
be preserved through continued use of the marks and, where applicable, renewal
of registrations.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
The Company has no foreign operations or export sales.
Item 2. Properties
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As of March 29, 2002 all but one of the Company's 237 stores are leased. The
Company owns a "flagship" traditional store, which it built and opened in March
1998. With the exception of three freestanding locations, all the stores are
located in strip shopping centers, enclosed malls, or outlet centers. The square
footage of the stores varies with store format. The traditional S&K store
generally ranges in size from approximately 3,500 to 5,000 square feet and the
outlet stores from 3,000 to 4,000 square feet. All stores are located in close
proximity to population centers, department stores and other retail operations
and are often situated near a major highway or thoroughfare.
As leases expire, the Company generally exercises a renewal option when
desirable. It is S&K's strategy to negotiate its leases to include termination
clauses exercisable within two years of initial occupancy. By exercising this
termination clause when appropriate, S&K is able to minimize any long-term
effect of opening an undesirable location, which would be unable to meet volume
and profitability expectations. Additionally, these termination clauses give the
Company flexibility to relocate a store should a more attractive site become
available in that market. In most cases, the Company's new stores have been
profitable, on an operating basis, in the first full fiscal quarter of their
operation.
The company closed 11 stores in fiscal 2002 (four of which were relocations):
Ft. Lauderdale and Tampa-Lakeland, Florida; Augusta and Locust Grove, Georgia;
Clarksville, Indiana; Flint and Saginaw Michigan; Columbus, Toledo and
Youngstown, Ohio; and Madison, Wisconsin.
9
As of March 29, 2002, the Company operated 237 stores in 27 states. The
following summary recaps the number of current locations by state.
Number of stores
Virginia .................................................. 27
Alabama ................................................... 12
Arkansas .................................................. 4
Florida ................................................... 19
Georgia ................................................... 10
Illinois .................................................. 9
Indiana ................................................... 10
Iowa ...................................................... 3
Kansas .................................................... 3
Kentucky .................................................. 5
Louisiana ................................................. 4
Maine ..................................................... 2
Maryland .................................................. 2
Michigan .................................................. 12
Mississippi ............................................... 2
Missouri .................................................. 3
New Jersey ................................................ 1
New York .................................................. 17
North Carolina ............................................ 24
Ohio ...................................................... 14
Oklahoma .................................................. 2
Pennsylvania .............................................. 8
South Carolina ............................................ 13
Tennessee ................................................. 16
Texas ..................................................... 8
West Virginia ............................................. 2
Wisconsin ................................................. 5
---
Total ..................................................... 237
Store leases generally provide for an annual base rent of between $4.00 and
$26.00 per square foot. Most leases contain provisions which require the payment
of a percentage of sales as additional rent, generally when sales reach
specified levels.
The Company's executive offices are located at its Corporate Headquarters and
Central Distribution Center in Richmond, Virginia, and are owned by the Company.
The total facility contains approximately 130,000 square feet, with the
distribution center occupying approximately 110,000 of that square footage.
Item 3. Legal Proceedings
-----------------
There are no legal proceedings against the Company which are expected to have a
material adverse effect upon the Company or its financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
10
Executive Officers of the Registrant
- ------------------------------------
The executive officers of the Company who serve at the discretion of the Board
of Directors are as follows:
Stuart C. Siegel, 59, is Chairman of the Board of Directors of the Company, and
is Chief Executive Officer.
Donald W. Colbert, 52, is President and Chief Operating Officer and is a
director of the Company.
Robert E. Knowles, 52, is Executive Vice President, Chief Financial Officer,
Secretary and Treasurer. Mr. Knowles is a Certified Public Accountant.
Jon R. Vinegar, 45, is Vice President, Divisional Merchandise Manager since
February 2000. Between November 1999 and February 2000, Mr. Vinegar was a
Divisional Merchandise Manager - Men's Clothing & Furnishings with Belk
Department Stores; previously he was Vice President, Divisional Merchandise
Manager with S&K Famous Brands, Inc.
Weldon J. Wirick, III, 51, is Senior Vice President--Training and Associate
Development. Prior to January 2002, Mr. Wirick was Senior Vice President--
Operations.
Robert F. Videtic, 54, is Senior Vice President, Divisional Merchandise Manager.
Prior to January 2001, Mr. Videtic was Vice President, Divisional Merchandise
Manager
On March 27, 2002, the Company announced that Stewart M. Kasen will become
President and Chief Executive Officer of the Company effective in mid-April 2002
and has joined the Company's Board of Directors. Stuart C. Siegel will continue
as Chairman of the Board of the Company, and Donald W.Colbert will become Vice
Chairman and continue as Chief Operating Officer.
11
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
Please see page 12 of the 2001 Annual Report under the caption "Selected
Quarterly Data," which is incorporated herein by reference.
During the fiscal year ended February 2, 2002, the Company contributed 11,035
shares of its common stock to the S&K Famous Brands Employees' Savings/Profit
Sharing Plan for the year ended December 31, 2000. The contribution was exempt
from registration pursuant to section 3 (a) 2 of the Securities Act of 1933, as
amended, because the Plan does not permit employee contributions to be invested
in the Company's securities.
Item 6. Selected Financial Data
-----------------------
Please see page 3 of the 2001 Annual Report under the caption "Five-Year Summary
of Selected Financial Data," which is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
--------------
Please see pages 3-5 of the 2001 Annual Report under the caption "Management's
Discussion and Financial Review," which is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Please see page 5 of the 2001 Annual Report under the caption "Interest Rate
Risk", which is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Please see Part IV, Item 14 (a) 1., captioned "Financial Statements," for a list
of financial statements which are incorporated herein by reference from the 2001
Annual Report.
Please see page 12 of the 2001 Annual Report under the caption "Selected
Quarterly Data," which is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
12
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Please see page 3 of the registrant's definitive Proxy Statement under the
caption "Information Regarding Nominees", for information concerning directors,
which is incorporated herein by reference.
Please see section entitled "Executive Officers of the Registrant" in Part I of
this report for information concerning executive officers.
Item 11. Executive Compensation
----------------------
Please see page 5 and page 9 of the registrant's definitive Proxy Statement
under the captions "Executive Compensation" and "Compensation Committee
Interlocks and Insider Participation" and page 4 of the registrant's definitive
Proxy Statement under the caption "Directors' Compensation", which are
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Please see pages 1-2 of the registrant's definitive Proxy Statement under the
captions "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management," which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Please see page 4 and pages 6-7 of the registrant's definitive Proxy Statement
under the captions "Certain Relationships and Related Transactions" and "1995
and 2000 Stock Purchase Loan Plans" which are incorporated herein by reference.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report: Page in
Annual Report
-------------
1. Financial Statements:
--------------------
The following financial statements of S&K Famous Brands,
Inc. and report of independent accountants, included in
the registrant's 2001 Annual Report are incorporated by
reference in Item 8:
Statements of Income for the fiscal years ended February
2, 2002, February 3, 2001 and January 29, 2000 5
Statements of Changes in Shareholders' Equity for the
fiscal years ended February 2, 2002, February 3, 2001 and 5
January 29, 2000
Balance Sheets at February 2, 2002 and February 3, 2001 6
Statements of Cash Flows for the fiscal years ended February 7
2, 2002, February 3, 2001 and January 29, 2000
Notes to Financial Statements 8-12
Report of Independent Accountants 12
2. Financial Statement Schedules:
-----------------------------
None.
3. Exhibits required to be filed by Item 601 of Regulation S-K:
-----------------------------------------------------------
See INDEX TO EXHIBITS
(b) Reports on Form 8-K filed during the last quarter of the year
ended February 2, 2002.
None.
Except for the information referred to in Items 5, 6, 7, 7A, 8 and 14(a) 1.
hereof, the 2001 Annual Report to Shareholders for the fiscal year ended
February 2, 2002 shall not be deemed to be filed pursuant to the Securities
Exchange Act of 1934.
14
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.
S&K FAMOUS BRANDS, INC.
Date: April 12, 2002 /s/ Stuart C. Siegel
-----------------------------------------------
STUART C. SIEGEL
Chairman of the Board and Chief Executive
Officer
(Principal Executive Officer)
Date: April 12, 2002 /s/ Robert E. Knowles
-----------------------------------------------
ROBERT E. KNOWLES
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer)
Date: April 12, 2002 /s/ Janet L. Jorgensen
-----------------------------------------------
JANET L. JORGENSEN
Senior Vice President & Controller, Chief
Accounting Officer
(Principal Accounting Officer)
15
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.
Date: April 12, 2002 /s/ Stuart C. Siegel
-----------------------------------------------
STUART C. SIEGEL, Chairman of the Board of
Directors
Date: April 12, 2002 /s/ Robert L. Burrus, Jr.
-----------------------------------------------
ROBERT L. BURRUS, JR., Director
Date: April 12, 2002 /s/ Donald W. Colbert
-----------------------------------------------
DONALD W. COLBERT, President and Chief
Operating Officer, Director
Date: April 12, 2002 /s/ Andrew M. Lewis
-----------------------------------------------
ANDREW M. LEWIS, Director
Date: April 12, 2002 /s/ Steven A. Markel
-----------------------------------------------
STEVEN A. MARKEL, Director
Date: April 12, 2002 /s/ Troy A. Peery, Jr.
-----------------------------------------------
TROY A. PEERY, JR., Director
Date: April 12, 2002 /s/ Marshall B. Wishnack
-----------------------------------------------
MARSHALL B. WISHNACK, Director
Date: April 12, 2002 /s/ Stewart M. Kasen
-----------------------------------------------
STEWART M. KASEN, Director
16
INDEX TO EXHIBITS
Exhibit No.
(3) Articles of incorporation and bylaws
a. Registrant's Amended and Restated Articles of Incorporation
(conformed to include amendments to date), filed as Exhibit 3(a)
to registrant's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999, are expressly incorporated herein by this
reference.
b. Amendment to registrant's Bylaws dated March 26, 2002 and
registrant's amended and restated Bylaws (conformed to include
amendments to date).
(4) Instruments defining the rights of security holders, including
indentures.
a. Bond Purchase Agreement and Agreement of Sale dated December 1,
1983, by and among registrant and Industrial Development Authority
of the County of Henrico, Virginia, Bank of Virginia, and Bank of
Virginia Trust Company, filed as Exhibit 2(d) to registrant's Form
8-A Registration Statement (File #0-11682), is incorporated herein
by this reference.
b. First Amendment to Bond Purchase Agreement and Agreement of Sale
dated November 1, 1984, by and among registrant, Industrial
Development Authority of the County of Henrico, Virginia, and
United Virginia Bank (now Crestar Bank), filed as Exhibit 19 to
the registrant's Quarterly Report on Form 10-Q for the quarter
ended October 27, 1984 (File #0-11682), is expressly incorporated
herein by this reference.
c. Loan and Security Agreement, dated March 27, 2002, among the
registrant, Branch Banking and Trust Company of Virginia and
SunTrust Bank, filed as Exhibit (b) to the registrant's Schedule
TO filed March 28, 2002, is expressly incorporated herein by this
reference.
(10) Material Contracts
* a. Deferred compensation agreements dated February 1, 1988, between
registrant and the following officers of the registrant: Stuart C.
Siegel, Donald W. Colbert, Robert E. Knowles and Weldon J. Wirick,
III, filed as Exhibit 19(a) to registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1988 (File #0-11682),
are expressly incorporated herein by this reference.
* b. 1983 Stock Option Plan as amended on May 28, 1987, filed as
Exhibit 10(c) to registrant's Annual Report on Form 10-K for the
year ended January 30, 1988 (File #0-11682), is expressly
incorporated herein by this reference.
* c. Executive Split Dollar Life Insurance Plan and Executive Split
Dollar Life Insurance Agreement, dated May 1, 1990, between
registrant and Stuart C. Siegel with a schedule of other
participants and their respective coverage amounts, filed as
Exhibit 10(e) to registrant's Annual Report on Form 10-K for the
year ended January 30, 1993 (File #0-11682), is expressly
incorporated herein by this reference.
* d. 1991 Stock Option Plan, filed as Exhibit 19 to registrant's
Quarterly Report on Form 10-Q for the quarter ended July 27, 1991
(File #0-11682), is expressly incorporated herein by this
reference.
* e. Amendment to 1991 Stock Option Plan, filed as Exhibit 19 to
registrant's Quarterly Report on Form 10-Q for the quarter ended
May 1, 1993 (File #0-11682), is expressly incorporated herein by
this reference.
17
* f. Amendment to 1991 Stock Option Plan, filed as Exhibit 10(g) to
registrant's Annual Report on Form 10-K for the year ended January
31, 1998 (file #0-11682), is expressly incorporated herein by this
reference.
* g. 1995 Stock Purchase Loan Plan filed as Exhibit A to the
registrant's definitive proxy statement for the Annual Meeting of
Shareholders held on May 25, 1995 (file #0-11682) is expressly
incorporated herein by this reference.
* h. 1999 Stock Incentive Plan filed as Exhibit A to the registrant's
definitive proxy statement for the Annual Meeting of Shareholders
held on May 19, 1999 (file #0-11682) is expressly incorporated
herein by this reference.
* i. 2000 Stock Purchase Loan Plan filed as Exhibit A to the
registrant's definitive proxy statement for the Annual Meeting of
Shareholders held on May 18, 2000 (file #0-11682) is expressly
incorporated herein by this reference.
(13) Annual report to security holders, Form 10-Q or quarterly report to
security holders
a. Registrant's 2001 Annual Report to Shareholders ("2001 Annual
Report") for the fiscal year ended February 2, 2002.
(23) Consents of Experts and Counsel
a. Consent of Independent Accountants
* Management contract or compensatory plan or arrangement of the Company
required to be filed as an exhibit.
18