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, 1997
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. / /
The aggregate market value of the Common Stock of the
Registrant held by non-affiliates of the Registrant on March 6,
1998 was $7,512,688. 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:
16,514,523 shares of Common Stock as of the close of business on
March 6, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended December 31,
1997 - Incorporated by reference into Part II of this
Form 10-K.
Portions of the Registrant's Proxy Statement relating
to the Registrant's 1998 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 "Geoffrey Beene", "Pierre Cardin", "Kenneth Cole", "Yves
Saint Laurent", "Swank", "Colours by Alexander Julian", "Anne
Klein", "Anne Klein II" and "Guess?", 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 "Geoffrey Beene", "Pierre Cardin", "Kenneth Cole", "Yves
Saint Laurent", "Guess?", "Swank", and "Colours by Alexander
Julian". 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"
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 "Geoffrey Beene", "Pierre Cardin", "Kenneth Cole", "Yves
Saint Laurent", "Guess?", "Swank" 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 bank borrowings
are at a peak during the months of August, September, October and
November to enable the Company to carry significant amounts of
inventory and accounts receivable.
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
1997 1996 1995 1997-96 1996-95
Contribution to Net Sales
$ 59,186 $ 55,988 $ 59,271 Men's and Women's Jewelry 6% (6%)
75,098 72,967 74,786 Men's Leather Accessories 3% (2%)
2,790 3,687 6,045 Other* (24)% (39%)
$137,074 $132,642 $140,102 Total Net Sales 3% ( 5%)
Contribution to Gross Profit
$ 29,015 $ 26,054 $ 25,323 Men's and Women's Jewelry 11% 6%
29,077 30,325 27,335 Men's Leather Accessories (4)% 1%
1,435 1,867 1,670 Other* (23)% 12%
$ 59,527 $ 58,246 $54,328 Total Gross Profit 2% 7%
* 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 1997, 17% and 13% in 1996 and 19% and 12% in 1995,
respectively. No other customer accounted for more than 10% of
consolidated net sales during such fiscal years. Exports to foreign
countries accounted for 8%, 9% and 7% of consolidated net sales in
each of the Company's fiscal years ended December 31, 1997, 1996
and 1995, respectively.
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 17 Company-operated factory outlet stores located in 11
states.
Manufacturing
Items manufactured by the Company accounted for
approximately 63% 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 wallets and
certain jewelry, leather items, belt buckles, and other
accessories which are purchased domestically or imported from
countries in Europe, South America, Central 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 1997, 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, Tandy Brands Accessories, Inc. 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 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 under the name "Pierre Cardin", (ii) men's costume
jewelry under the name "Pierre Cardin", (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", "Kenneth Cole" and "Colours by Alexander Julian", and (v)
men's leather accessories and men's and women's jewelry under the
name "Guess?". The Company's "Pierre Cardin", "Yves Saint
Laurent", "Geoffrey Beene", "Kenneth Cole", "Anne Klein", "Anne
Klein II" and "Guess?" licenses may be considered material to the
Company's business. The "Pierre Cardin" licenses provide for
percentage royalty payments not exceeding 5% of sales. The "Anne
Klein" and "Anne Klein II" license provides for percentage royalty
payments not exceeding 6% of sales. The "Guess?" and "Geoffrey
Beene" licenses provide for percentage royalty payments not
exceeding 7% of sales. The "Yves Saint Laurent" and "Kenneth Cole"
licenses provide for percentage royalty payments not exceeding 8%
of sales. The license agreements generally specify minimum
royalties and minimum advertising and promotion expenditures. The
Company's Geoffrey Beene licenses expire June 30, 1999. The
Company's licenses to 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?" licenses expire June 30, 2000. The Company's
"Kenneth Cole" licenses expire December 31, 1999 (jewelry) and 2000
(leather accessories). The Company's "Yves Saint Laurent" licenses
expire December 31, 2001.
Employees
The Company has approximately 1,280 employees, of whom
approximately 925 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,
executive offices and regional sales offices are located in leased
premises at 90 Park Avenue, New York City. The leases of such pre-
mises expire in 2000. Regional sales offices are also located in
leased premises in Beverly Hills, Chicago, Atlanta, Dallas and a
branch office is leased in Scottsdale. The leases for the
preceding premises expire from 1998 to 2003. Collectively, these
offices contain approximately 26,700 square feet.
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 certain 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 16 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 35,000 square feet.
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 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 since December 31,
1990, independent of legal fees, in the amount of $1,932,928 as of
December 31, 1997. 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
7.99% of approximately 75% of the costs.
(b) No material pending legal proceedings were
terminated during the three-month period ended December 31, 1997.
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 80 Chairman of the Board and
Director
John A. Tulin 51 President and Director
James E. Tulin 46 Senior Vice President -
Merchandising and
Director
Richard V. Byrnes, Jr. 38 Senior Vice President -
Operations
Paul Duckett 57 Senior Vice President -
Distribution and Retail
Store Operations
Melvin Goldfeder 61 Senior Vice President - Special
Markets Division
Eric P. Luft 42 Senior Vice President - Men's
Division
Lewis Valenti 58 Senior Vice President - Women's
Division
Christopher F. Wolf 49 Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
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.
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.
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.
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.
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.
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.
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.
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.
Christopher F. Wolf joined the Company as Senior Vice
President, Chief Financial Officer, Treasurer and Secretary in
October 1996. For more than the five years prior to joining the
Company, Mr. Wolf was a partner in 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.
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, 1997 (the "1997 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" incorporated by
reference in Item 7 of 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 1997 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 1997 Annual Report.
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
The information called for by this Item 8 is incorporated
herein by reference to the information under the following captions
on pages 6-15 of the Company's 1997 Annual Report:
I. Consolidated Balance Sheets as of December 31, 1997 and 1996.
II. Consolidated Statements of Operations for each of
the three years ended December 31, 1997, 1996 and 1995.
III. Consolidated Statements of Changes in Stockholders'
Equity for each of the three years ended December 31,
1997, 1996 and 1995.
IV. Consolidated Statements of Cash Flows for each of
the three years ended December 31, 1997, 1996 and 1995.
. Notes to Consolidated Financial Statements.
. 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 1998 Annual Meeting of
Stockholders filed pursuant to Regulation 14A under the Securities
Act of 1934, as amended (the "1998 Proxy Statement").
Item 11. Executive Compensation.
The information called for by this Item 11 is
incorporated herein by reference to the 1998 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 1998 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
The information called for by this Item 13 is
incorporated herein by reference to the 1998 Proxy Statement.
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 1997
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, 1997,1996 and 1995:
II. Valuation and Qualifying Accounts
(b) Current Reports on Form 8-K during the quarter ended
December 31, 1997
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).
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 incor-
porated 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 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).
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).+
10.01.2 Amendment effective as of October 30, 1995 to
Employment Agreement between the Company and Marshall Tulin.
(Exhibit 10.01.2 to the Company's Annual Report on Form 10K for the
fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
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. (Exhibit 10.02.2
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, File No. 1-5354, is incorporated
herein by reference).+
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. (Exhibit 10.03.3
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, File No. 1-5354, is incorporated
herein by reference).+
10.04 1987 Incentive Stock Option Plan of the Company.
(Exhibit 10.05 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.05 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).+
10.06 Termination Agreement effective October 1, 1996
between the Corporation and Christopher Wolf. (Exhibit 10.08 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.07 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).+
10.08 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).
10.09 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).
10.10 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).
10.11 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).+
10.11.1 First Amendment effective January 1, 1997 to Key
Employee Deferred Compensation Plan. (Exhibit 10.14.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.12 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).+
10.12.1 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).+
10.12.2 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).+
10.12.3 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).+
10.12.4 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).+
10.12.5 Stock Option Contracts dated as of July 31, 1996
between the Company and each of Mark Abramowitz, Raymond Vise
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, 1996, File No.
1-5354, is incorporated herein by reference).+
10.13 Stock Option Contracts dated as of April 24, 1997
between the Company and Mark Abramowitz, Raymond Vise and John
J. Macht.*
10.14 Stock Option Contract dated as of October 1, 1996
between the Company and Christopher F. Wolf. (Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.15 Employment Agreement dated as of October 1, 1996,
between the Company and Christopher F. Wolf. (Exhibit 10.17
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, File No. 1-5354, is incorporated herein by
reference).+
10.16 Letter Agreement effective August 1, 1996 between
the Company and John J. Macht. (Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is incorporated herein by
reference).
13 1997 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.
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 1997 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.
Boston, Massachusetts
February 13, 1998
Swank, Inc.
Schedule II - Valuation and Qualifying Accounts and Reserves
Column A Column B Column C Column D Column E
Balance at Additions Balance
Beginning Charged End of
of Period to Expense Deductions Period
For the year ended December 31, 1997
Reserve for Receivables
allowance for doubtful accounts $1,481,000 $92,000 (G) $73,000 (A) $1,500,000
Allowance for cash discounts 176,000 1,427,000 (H) 1,376,000 (B) 227,000
Allowance for customer returns 4,826,000 7,025,000 (F) 6,638,000 (C) 5,213,000
Allowance for cooperative advertising 537,000 1,106,000 (G) 1,187,000 (D) 456,000
Allowance for in-store markdowns 3,443,000 5,717,000 (G) 6,850,000 (E) 2,310,000
Total 10,463,000 15,367,000 16,124,000 9,706,000
Reserve for inventory obsolescence 574,000 439,000 (I) 139,000 (J) 874,000
For the year ended December 31, 1996
Reserve for Receivables
Allowance for doubtful account $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 custumer 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 (I) 0 574,000
For the year ended December 31, 1995
Reserve for Receivables
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 custumer 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
Total 9,484,000 18,925,000 19,312,000 9,097,000
(A) Bad debts charged off as uncollectible, net of reserves.
(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 in sales and cost of sales.
(G) Located in selling and administrative.
(H) Located in net sales.
(I) Located in cost of sales.
(J) Inventory charged off.
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 30, 1998 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
John A. Tulin (principal executive officer) March 30, 1998
/s/ Christopher F. Wolf Senior Vice President,
Christopher F. Wolf Chief Financial Officer,
Treasurer and Secretary March 30, 1998
(principal financial and
accounting officer)
/s/ Mark Abramowitz Director March 30, 1998
Mark Abramowitz
/s/ John J. Macht Director March 30, 1998
John J. Macht
Signature Title Date
/s/ James E. Tulin Director March 30, 1998
James E. Tulin
/s/ Marshall Tulin Director March 30, 1998
Marshall Tulin
/s/ Raymond Vise Director March 30, 1998
Raymond Vise
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997
SWANK, INC.
EXHIBIT INDEX
Exhibit Description Page No.
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 incor-
porated 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 Com-
pany'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
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 incor-
porated 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 incor-
porated 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).
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 incor-
porated 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 incor-
porated 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).+
10.01.2 Amendment effective as of October 30, 1995 to
Employment Agreement between the Company and
Marshall Tulin. (Exhibit 10.01.2 to the
Company's Annual Report on Form 10K for the
fiscal year ended December 31, 1996, File No.
1-5354, is incorporated herein by reference).+
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. (Exhibit 10.02.2 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
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. (Exhibit 10.03.3 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No.
1-5354, is incorporated herein by reference).+
10.04 1987 Incentive Stock Option Plan of
the Company. (Exhibit 10.05 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.05 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).+
10.06 Termination Agreement effective
October 1, 1996 between the Corporation and
Christopher Wolf. (Exhibit 10.08 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No.
1-5354, is incorporated herein by reference).+
10.07 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).+
10.08 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).
10.09 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).
10.10 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).
10.11 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).+
10.11.1 First Amendment effective January 1, 1997 to
Key Employee Deferred Compensation Plan.
(Exhibit 10.14.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.12 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).+
10.12.1 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).+
10.12.2 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 incor-
porated herein by reference).+
10.12.3 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 incor-
porated herein by reference).+
10.12.4 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).+
10.12.5 Stock Option Contracts dated as of July 31,
1996 between the Company and each of Mark
Abramowitz, Raymond Vise 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, 1996, File No. 1-5354, is
incorporated herein by reference).+
10.13 Stock Option Contracts dated as of
April 24, 1997 between the Company and Mark
Abramowitz, Raymond Vise and John J. Macht.*
10.14 Stock Option Contract dated as of
October 1, 1996 between the Company and
Christopher F. Wolf. (Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No.
1-5354, is incorporated herein by reference).+
10.15 Employment Agreement dated as of
October 1, 1996, between the Company and
Christopher F. Wolf. (Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No.
1-5354, is incorporated herein by reference).+
10.16 Letter Agreement effective August 1,
1996 between the Company and John J. Macht.
(Exhibit 10.18 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5354, is
incorporated herein by reference).
13 1997 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.