FORM 8-K SECURITIES AND EXCHANGE COMMISSION FILER Current report filing

SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current report filing
Filing Date: 2004-06-28 | Period of Report: 2004-06-25
SEC Accession No. 0000950172-04-001568
(HTML Version on secdatabase.com)
FILER
HARTMARX CORP/DE
CIK:723371| IRS No.: 363217140 | State of Incorp.:DE | Fiscal Year End: 1130
Type: 8-K | Act: 34 | File No.: 001-08501 | Film No.: 04884899
SIC: 2300 Apparel & other finishd prods of fabrics & similar matl
Mailing Address
101 N WACKER DRIVE
CHICAGO IL 60606
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Business Address
101 N WACKER DR
CHICAGO IL 60606
3123726300
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2004
HARTMARX CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction
of incorporation)
1-8501
(Commission
File Number)
36-3217140
(IRS Employer
Identification No.)
101 North Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 372-6300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5.
Other Events and Required FD Disclosure.
On June 28, 2004, Hartmarx Corporation issued the press release which
is attached hereto as Exhibit 99.1 and which is incorporated herein by
reference.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARTMARX CORPORATION
By: /s/ TARAS R. PROCZKO
-------------------------Taras R. Proczko
Senior Vice President
Dated: June 28, 2004
EXHIBIT LIST
Exhibit Number
Description
--------------------------------99.1
Press Release dated June 28, 2004
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Erin Gaffney 212-840-4771
Web Site: www.hartmarx.com
HARTMARX ANNOUNCES AGREEMENT TO ACQUIRE WOMENSWEAR
MAKER
EXCLUSIVELY MISOOK, INC.
ACQUISITION EXPECTED TO CONTRIBUTE $.12 - $.15 TO FISCAL 2005
EARNINGS PER SHARE
CHICAGO, June 28, 2004 - - Hartmarx Corporation (NYSE: HMX) today announced
that it has entered into a definitive agreement to acquire the business of
Exclusively Misook, Inc., a designer and marketer of upscale women's knit
products sold through leading specialty stores.
Homi B. Patel, president and chief executive officer of Hartmarx,
commented, "We are truly excited about having Exclusively Misook as part of the
Hartmarx family. Misook is the leading designer of very fine luxury knits
catering to the busy woman executive. Each Misook garment is custom-cut
individually by hand, meticulously sewn and hand-pressed, providing for a very
long-lasting, high quality product. This acquisition fits in perfectly with our
"best of class" strategy. The brand also has an exceptionally loyal following
among its core consumers and we see significant long-term opportunities for
high quality line extensions, licensing and international sales. We are very
pleased that Misook Doolittle, founder and designer, has agreed to continue as
president under a five-year employment agreement. So as to maintain its
uniqueness, Exclusively Misook will operate as an autonomous business and a
free-standing operating unit of Hartmarx."
"With this acquisition, our annualized women's segment revenues will
exceed $100 million and will enable us to accomplish our long-term goal of a
50/50 split between men's tailored and non-tailored categories much sooner than
originally anticipated. Misook's annualized operating results are expected to
contribute approximately $35 million in sales and $.12 - $.15 to Hartmarx
earnings per share in fiscal 2005. This all cash acquisition will be financed
almost entirely from internally generated cash utilizing the availability under
our current Senior Credit Facility," Mr. Patel concluded.
The terms of the transaction call for a cash payment at closing of $30
million subject to certain post-closing adjustments. Additional contingent
amounts would be payable over a five- year period if specified earnings levels
are achieved. The acquisition, which is subject to customary closing
conditions, including Hart-Scott-Rodino approval under the United States antitrust laws, is expected to close during July.
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Misook's management team will continue to report to Misook Doolittle.
Misook Doolittle added, "Our business has grown very rapidly and we were
looking for a partner that would help take us to the next level. We are very
pleased to be associated with a company like Hartmarx that is not only
dedicated to high quality garments, but understands the great value of product
differentiation. Our affiliation with Hartmarx going forward will best enable
us to expand our product offerings and achieve our sales and earnings growth
objectives."
Kurt Salmon Associates Capital Advisors, Inc. acted as exclusive
financial advisor to Exclusively Misook in connection with this transaction.
-- More Hartmarx produces and markets business, casual and golf apparel under its own
brands including Hart Schaffner Marx, Hickey-Freeman, Palm Beach, Coppley,
Cambridge, Keithmoor, Racquet Club, Naturalife, Pusser's of the West Indies,
Royal, Brannoch, Riserva, Sansabelt, Barrie Pace and Hawksley & Wight. In
addition, the Company has certain exclusive rights under licensing agreements
to market selected products under a number of premier brands such as Austin
Reed, Tommy Hilfiger, Kenneth Cole, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Perry Ellis,
Andrea Jovine, Lyle & Scott and Golden Bear. The Company's broad range of
distribution channels includes fine specialty and leading department stores,
value-oriented retailers and direct mail catalogs.
The comments set forth above contain forward-looking statements made in
reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements can be identified by the
use of forward-looking terminology such as "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "may," "should" or "will" or the negatives
thereof or other comparable terminology. Forward-looking statements are not
guarantees as actual results could differ materially from those expressed or
implied in such forward-looking statements as a result of certain factors,
including those factors set forth in Hartmarx's filings with the Securities and
Exchange Commission ("SEC"). The statements could be significantly impacted by
such factors as the level of consumer spending for men's and women's apparel,
the prevailing retail environment, the Company's relationships with its
suppliers, customers, licensors and licensees, actions of competitors that may
impact the Company's business, possible acquisitions and the impact of
unforeseen economic changes, such as interest rates, or in other external
economic and political factors over which the Company has no control. The
reader is also directed to the Company's periodic filings with the SEC for
additional factors that may impact the Company's results of operations and
financial condition. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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