UNITED STATES 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
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
--------------------------------------------
For the fiscal year ended January 2, 1999 Commission File Number 1-63
PREMIUMWEAR, INC.
(formerly known as Munsingwear, Inc.)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-0429620
(State of Incorporation) (I.R.S. Employer Identification No.)
5500 FELTL ROAD, MINNETONKA, MINNESOTA 55343-7902
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (612) 979-1700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
- --------------------------------- ---------------------------
Common Stock, $.01 par value New York Stock Exchange
Preferred share purchase rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. YES _X_ NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting and non-voting common equity held
by nonaffiliates of the Registrant at March 25, 1999 was $10,227,000, based upon
the closing price of $5.00 per share on that date.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES _X_ NO ___
The number of shares of common stock outstanding at March 25, 1999 was
2,581,422.
--------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Documents incorporated in part by reference in Parts I and II of this
report: Portions of PremiumWear, Inc. 1998 Annual Report to Shareholders for the
fiscal year ended January 2, 1999.
Documents incorporated in part by reference in Part III of this report:
Portions of definitive proxy statement for the 1999 Annual Meeting of
Shareholders.
This Form 10-K consists of 86 total pages: The exhibit index is on page 18.
PART I
Item 1. Business
A. GENERAL DEVELOPMENT OF BUSINESS
The Company was incorporated under the laws of Delaware in 1923 as the
successor to a business founded in 1886. On July 3, 1991, the Company
filed a voluntary petition for bankruptcy under Chapter 11 of the United
States Bankruptcy Code, together with a proposed Plan of Reorganization.
The Company emerged from bankruptcy on October 29, 1991.
In two separate transactions in 1996, the Company sold its tradenames and
trademarks, and certain associated assets relating to the retail and
professional golf businesses for $23,000,000 in cash.
The Company then changed its name from Munsingwear, Inc. to PremiumWear,
Inc. and entered into a license agreement with Supreme International
Corporation for the use of the Munsingwear(R) brand in the sale of knit
and woven shirts to the promotional products/advertising specialty
channels of distribution which includes advertising specialty incentive
customers, specialty distributors and uniform market customers. In early
1998, the Company introduced its own Page & Tuttle(R) brand of knit and
woven golf shirts to the golf pro shop market and, in late 1998, expanded
this product line to include fleece, windshirts, sweaters, pants and
shorts. In late 1998 the Company announced it would also market the Page
& Tuttle(R) brand to the promotional products/advertising specialty
markets starting in 1999.
The Company's principal executive offices are located at 5500 Feltl Road,
Minnetonka, Minnesota 55343-7902, and its telephone number is (612)
979-1700. As used in this document, the term "Company" refers to
PremiumWear, Inc. and its subsidiary unless otherwise noted or indicated
by the context. At January 2, 1999, the Company had one idle foreign
subsidiary.
B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company operates in one industry segment, apparel manufacturing. As
of January 2, 1999, the Company's foreign operations were not material.
Financial information regarding the Company's revenue, operating profit
and assets can be found in the Company's audited Financial Statements for
the fiscal Year Ended January 2, 1999, included in Exhibit 13 to this
Form 10-K.
2
C. NARRATIVE DESCRIPTION OF BUSINESS
Principal Products:
The Company sells knit and woven sport shirts under the Munsingwear(R)
label to promotional products/advertising specialty markets customers
pursuant to a license from Supreme International Corporation. The Company
sells its Page & Tuttle(R) brand of knit golf shirts and coordinated
bottoms and outerwear to golf pro shops, resorts and to promotional
products/advertising specialty markets customers.
Methods of Distribution of Products:
The Company utilizes independent sales representative firms to solicit
orders from customers. All products are distributed to customers through
the Company's North Carolina distribution facility.
Sources and Availability of Raw Materials and Products:
Approximately one-third of the Company's products were manufactured
domestically in 1998. The balance was sourced primarily from "full
package" manufacturers in the Far East, Central and South America and
through the 807 program (assembly only) in Central America. The principal
raw materials used in the domestic production process are cotton,
synthetic and cotton/synthetic blended goods obtained principally from
United States sources. The Company purchases fabrics from approximately
five sources. There are currently no major problems in availability of
raw materials and alternative sources are available. The Company's
Fairmont, NC manufacturing facility includes a raw material warehouse,
cutting, sewing and embroidery operations, and a finished goods
distribution center. The Company occasionally utilizes contract sewing
manufacturers in close proximity to its North Carolina facility to handle
seasonal peak demand.
Trademarks and Trade Names:
The Company owns the Page & Tuttle(R) trademark for apparel and is a
licensee of the Munsingwear(R) brand under a license agreement entered
into in September 1996, which allows the Company to use the
Munsingwear(R) name on knit shirts for an initial term of 20 years and on
woven shirts for an initial term of 5 years. For the first 5 years, knit
shirt sales are subject to payment of royalties only after annual sales
reach a certain aggregate total, at which time license fees are due on
all such sales. After 2001, all knit shirt sales are subject to royalty
payments. Management expects to reach the annual sales threshold at which
royalties are due in 2001. All sales of woven shirts are subject to
royalty payments.
3
Seasonal Aspects of the Business:
The Company generally experiences peak seasonal demand for its products
in the second and third quarters of the fiscal year.
Working Capital Practices:
The Company maintains a secured bank line of credit of $6,000,000 to meet
its working capital needs. The bank line of credit is also used for
letters of credit that are required for some purchases from Far East
sources. The Company allows returns of merchandise as a result of
shipping errors, damaged merchandise and for other reasons. Returns have
historically been less than 2% of sales.
Customers:
The Company sells to approximately 3,300 customers. In the promotional
products/specialty advertising market, the Company sells primarily to
wholesale distributors, uniform companies and advertising specialty
dealers. Wholesale distributors comprised approximately 60% of the
Company's 1998 sales volume and included eight individual distributors
who generally are located in key geographic areas of distribution. In
1998, Alpha Shirt Company, Broder Bros. and San Mar Corporation
represented 17%, 14% and 11%, respectively, of total Company net sales.
No other customer represented more than 10% of total Company sales. While
a loss of one of these customers could have a material short-term impact
on the Company's business, management believes that alternate customers
are available to minimize the long-term impact of any such loss.
Backlog of Orders:
The Company's backlog of unfilled orders at January 2, 1999 was
approximately $2,000,000 as compared to $1,400,000 a year ago. The
unfilled order backlog consists of orders received for subsequent
delivery. However, since it includes orders subject to change for color,
size, stock adjustments, extension of delivery dates and cancellation,
the unfilled order backlog does not necessarily relate directly to future
sales.
Competition:
The promotional products/advertising specialty marketplace for apparel is
increasingly competitive and is characterized by a number of broad-line
companies. The principal methods of competition are pricing, styling,
quality (both in material and production), inventory replenishment
programs, brand recognition, and customization services such as
embroidery. Recently, deflationary pricing practices have increasingly
been used by the Company and its competition, primarily the result of
increased offshore sourcing that has lowered unit production
4
costs. Many of the Company's competitors have greater financial and other
resources than the Company.
Research and Development:
The Company is involved in limited experimental research activities
related to the development of new fabrics and customization processes.
Research and development expenses, other than for product design, are not
significant.
Environmental Considerations:
The Company's manufacturing operations are subject to various federal,
state and local laws restricting the discharge of materials into the
environment. The Company is not involved in any pending or threatened
proceedings which would require curtailment of its operations because of
such regulations. In 1998, the Company's capital expenditures for
environmental control facilities were not significant, and no significant
capital expenditures related to environmental issues are projected in
1999.
Employees:
As of January 2, 1999, there were 265 employees, none of whom were
represented by a union.
Special Cash Distribution to Shareholders:
On January 27, 1997, the Board of Directors declared a special cash
distribution of $5.39 per share, or approximately $12,500,000, to
shareholders of record on February 19, 1997 which was paid on March 5,
1997. The funds utilized were proceeds from the 1996 sales of trademarks
and collection of accounts receivable and liquidation of inventories
related to the former retail and golf businesses.
Subsequent Events:
On March 25, 1999, the Company acquired Klouda-Lenz, Inc., its
independent sales representative agency for the promotional
products/advertising specialty market. Klouda-Lenz, Inc. merged into a
wholly-owned acquisition subsidiary of the Company. The purchase price
was $1,510,634 in cash and 241,892 newly issued shares of common stock,
which are subject to a two-year holding restriction. Klouda-Lenz' 1998
revenues totaled approximately $4.4 million, about 44% of which
represented commissions from the Company.
D. FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
Sales to foreign customers located outside the United States and its
territories for the past three years were not significant.
5
Item 2. Properties
At January 2, 1999, the Company occupied the following properties:
Approximate
Square Percentage Lease
Property Footage Utilized Expires
-------- ------- -------- -------
Minnetonka, MN - Headquarters 23,000 100 2003
Fairmont, NC - Cutting and
sewing plant, warehouse and
distribution center
139,100 50 Owned
Approximately half of the Minnetonka, MN facility is subleased to the
Company's special markets sales representative agency.
Management has decided to reduce the production capacity of its Fairmont,
North Carolina manufacturing facility in order to take advantage of lower
unit production costs in offshore locations. 1998 financial results
included an asset impairment charge to reduce the carrying value of this
facility.
At January 2, 1999, no facilities were occupied under capitalized leases.
Item 3. Legal Proceedings
None of a significant nature or which is expected to have a material
impact on the Company's business or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
None.
6
Executive Officers of the Registrant
The following information is furnished with respect to the Company's executive
officers as of the date hereof, pursuant to Item 401(b) of Regulation S-K. Each
of the officers has been appointed to serve in his respective office until his
successor has been elected.
Executive
Officer
Name and Age Position Since
- ------------ -------- -----
Thomas D. Gleason (63) Chief Executive Officer September 1996 to 1996
present; Chairman and director of the
Company 1995 to present; Vice Chairman of
Wolverine World Wide, Inc. (footwear
manufacturing and marketing), 1993 through
April 17, 1996; Chief Executive Officer of
Wolverine World Wide, Inc. from 1972 to
1993.
David E. Berg (42) President, August 1997 to present; Chief 1995
Operating Officer, December 1996 to
present; Executive Vice President, Sales &
Marketing May 1995 to August 1997; Vice
President, General Manager, Special
Markets, October 1993 to May 1995; Vice
President, National Sales Manager, Retail
Division, January 1990 to October 1993;
Vice President, General Manager,
Furnishings Division, February 1989 to
January 1990.
James S. Bury (55) Vice President of Finance, December 1996 to 1990
present; Vice President and Controller, May
1990 to December 1996; Corporate
Controller, August 1989 to May 1990; Vice
President Finance, Men's Apparel Division,
February 1988 to August 1989.
Cynthia L. Boeddeker (41) Vice President and General Merchandise 1996
Manager, December 1996 to present; Director
of Sourcing and Inventory Management,
February 1994 to December 1996; Import
Manager, March 1992 to February 1994;
Sourcing Administrator, July 1991 to March
1992.
7
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information required under this caption in incorporated herein by
reference to the information set forth under caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations
- Market Statistics" contained in the Company's 1998 Annual Report to
Shareholders.
Item 6. Selected Financial Data
The information required under this caption is incorporated herein by
reference to the information set forth under caption "Five Year Financial
Review" contained in the Company's 1998 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this caption is incorporated herein by
reference to the information set forth under captions "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the Company's 1998 Annual Report to Shareholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required under this caption is incorporated herein by
reference to the information set forth under caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations
- Market Risk" and "Notes to Consolidated Financial Statements - Note 1 -
New Accounting Pronouncements" contained in the Company's 1998 Annual
Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information required under this caption is incorporated herein by
reference to the information set forth under captions "Consolidated
Statements of Operations," "Consolidated Balance Sheets," "Consolidated
Statements of Cash Flows," "Consolidated Statements of Shareholders'
Equity," "Notes to Consolidated Financial Statements," "Report of
Independent Public Accountants," and "Five Year Financial Review"
contained in the Company's 1998 Annual Report to Shareholders.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required under this caption is incorporated by reference
to the information set forth under the caption "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" of the
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days of Registrant's fiscal year ended January 2,
1999.
Information regarding executive officers is included in Part I
of this Report.
Item 11. Executive Compensation
The information required under this caption is incorporated by reference
to the information set forth under the caption "Executive Compensation
and Other Information" of the definitive proxy statement to be filed with
the Securities and Exchange Commission within 120 days of the
Registrant's fiscal year ended January 2, 1999.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this caption is incorporated by reference
to the information set forth under the caption "Security Ownership of
Certain Beneficial Owners, Directors and Executive Officers" of the
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days of the Registrant's fiscal year ended January
2, 1999.
Item 13. Certain Relationships and Related Transactions
The information required under this caption is incorporated by reference
to the information set forth under the caption "Executive Compensation
and Other Information" of the definitive proxy statement to be filed
within 120 days of the Registrant's fiscal year ended January 2, 1999.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Financial statements, included under the following headings in the
1998 Annual Report to Shareholders, are incorporated by reference
in Item 8:
- Consolidated Statements of Operations for the three years
ended January 2, 1999.
- Consolidated Balance Sheets as of January 2, 1999 and
January 3, 1998.
- Consolidated Statements of Cash Flows for the three years
ended January 2, 1999.
- Consolidated Statements of Shareholders' Equity for the
three years ended January 2, 1999.
- Notes to Consolidated Financial Statements.
- Report of Independent Public Accountants.
2. Financial Statement Schedules for the three years ended January 2,
1999.
- Schedule II - Valuation and Qualifying Accounts, pages
13-15 of this report.
- Report of Independent Public Accountants on Schedules, page
16 of this report.
- All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are not applicable and, therefore, have
been omitted.
3. Exhibits:
- Exhibit 2 - Plan of Reorganization, as confirmed October 1,
1991 by the United States Bankruptcy Court. (2)
10
- Exhibit 3 - Restated Certificate of Incorporation and
By-Laws, as amended. (2) (3)
- Exhibit 4 - Form of Rights Agreement dated as of July 25,
1997, between the Registrant and Norwest Bank Minnesota,
N.A.(6)
- Exhibit 10 - Material Contracts (Management Contracts or
Compensatory Plans or Agreements):
(A) Employment Agreement with James S. Bury dated April
24, 1990. (1)
(B) The Registrant's 1991 Stock Plan, as amended. (5)
(C) The Registrant's 1999 Stock Plan. (7)
- Exhibit 10 - Material Contracts (Other):
(D) Purchase and Sale Agreement, dated May 22, 1996,
between the Registrant and Supreme International
Corporation, as amended. (4)
(E) License Agreement, dated September 6, 1996, between
the Registrant and Supreme International
Corporation. (4)
(F) Credit and Security Agreement, dated February 4,
1997, between the Registrant and U.S. Bank National
Association. (5)
(G) Agreement and Plan of Merger, dated March 25, 1999,
between the Registrant, Klouda-Lenz, Inc., and the
other parties named therein. (7)
- Exhibit 13 - PremiumWear, Inc. 1998 Annual Report to
Shareholders - Such report, except for those portions
thereof which are expressly incorporated by reference in
this report, is furnished for the information of the
Securities and Exchange Commission and is not to be deemed
"filed" as part of this filing. (7)
- Exhibit 23 - Consent of Independent Public Accountants. (7)
- Exhibit 27 - Financial Data Schedule. (7)
----------------------------
11
(1) Incorporated herein by reference to Exhibit 10(N) of
the Registrant's Annual Report on Form 10-K for the
year ended January 5, 1991 (File No. 1-63).
(2) Incorporated herein by reference to Exhibits 2 and
3, respectively, of the Registrant's Annual Report
on Form 10-K for the year ended January 4, 1992
(File No. 1-63).
(3) Incorporated herein by reference to Form 8-K, dated
August 1, 1995 (File No. 1-63).
(4) Incorporated herein by reference to Exhibits 2.1 and
2.2 respectively of the Registrant's Form 8-K, dated
September 12, 1996 (File No. 1-63).
(5) Incorporated herein by reference to Exhibits 10(B),
(G) and (H) respectively of the Registrant's Annual
Report on Form 10-K for the year ended January 4,
1997 (File No. 1-63).
(6) Incorporated herein by reference to Exhibit 1 of the
Registrants' Registration Statement on Form 8-A
filed with the SEC, dated September 22, 1997.
(7) Filed herewith.
---------------------------------
(b) REPORTS ON FORM 8-K: None.
(c) EXHIBITS: Reference is made to Item 14(a) (3).
(d) SCHEDULES: Reference is made to Item 14 (a) (2).
12
SCHEDULE II
PREMIUMWEAR, INC.
Valuation and Qualifying Accounts
Year ended January 2, 1999
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Additions
----------------------------
Balance Charged to
Beginning Costs and Charged to Balance at
Description of Year Expenses Net Sales Deductions End of Year
- ----------- ------- -------- --------- ---------- -----------
Allowances deducted
from trade receivables
Allowance for cash
discounts and other
customer credits $ 318,000 $(116,000)(d) $ 75,000 $ (1,000)(a) $ 278,000
Allowance for
doubtful accounts 170,000 262,000 -- 32,000 (b) 400,000
Allowance for
returns 50,000 -- 539,000 539,000 (c) 50,000
--------- --------- --------- --------- ---------
$ 538,000 $ 146,000 $ 614,000 $ 570,000 $ 728,000
========= ========= ========= ========= =========
Reserve for
liabilities related to
sold assets $ 578,000 $(398,000)(e) $ -- $ 180,000 $ --
========= ========= ========= ========= =========
(a) Discounts allowed and other credits to customers' accounts
receivable.
(b) Uncollectable accounts written off, net of recoveries.
(c) Returns applied to customers' accounts receivable.
(d) $149,000 charged to cost of goods sold, $265,000 credited to
bad debt provision.
(e) Credited to gain on sale of trademarks.
13
SCHEDULE II
PREMIUMWEAR, INC.
Valuation and Qualifying Accounts
Year ended January 3, 1998
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Additions
----------------------------
Balance Charged to
Beginning Costs and Charged to Balance at
Description of Year Expenses Net Sales Deductions End of Year
- ----------- ------- -------- --------- ---------- -----------
Allowances deducted
from trade receivables
Allowance for cash
discounts and other
customer credits $ 709,000 $ (350,000)(d) $ 42,000 $ 83,000(a) $ 318,000
Allowance for
doubtful accounts 150,000 74,000 -- 54,000(b) 170,000
Allowance for
returns 50,000 -- 457,000 457,000(c) 50,000
----------- ----------- ----------- ----------- -----------
$ 909,000 $ (276,000) $ 499,000 $ 594,000 $ 538,000
=========== =========== =========== =========== ===========
Reserve for liabilities
related to sold assets $ 1,530,000 $ -- $ -- $ 952,000 $ 578,000
=========== =========== =========== =========== ===========
Notes:
(a) Discounts allowed and other credits to customers' accounts receivable.
(b) Uncollectable accounts written off, net of recoveries.
(c) Returns applied to customers' accounts receivable.
(d) Credited to bad debt expense.
14
SCHEDULE II
PREMIUMWEAR, INC.
Valuation and Qualifying Accounts
Year ended January 4, 1997
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Additions
----------------------------
Balance Charged to
Beginning Costs and Charged to Balance at
Description of Year Expenses Net Sales Deductions End of Year
- ----------- ----------- -------- --------- ---------- -----------
Allowances deducted
from trade receivables
Allowance for cash
discounts and other
customer credits $ 219,000 $ 648,000(d) $ 516,000 $ 674,000(a) $ 709,000
Allowance for
doubtful accounts 242,000 (12,000) -- 80,000(b) 150,000
Allowance for
returns 50,000 -- 1,933,000 1,933,000(c) 50,000
----------- ----------- ----------- ----------- -----------
$ 511,000 $ 636,000 $ 2,449,000 $ 2,687,000 $ 909,000
=========== =========== =========== =========== ===========
Reserve for
restructuring $ 193,000 $ -- $ -- $ 193,000 $ --
=========== =========== =========== =========== ===========
Reserve for
liabilities related to
sold assets $ -- $ 4,437,000(d) $ -- $ 2,907,000 $ 1,530,000
=========== =========== =========== =========== ===========
Notes:
(a) Discounts allowed and other credits to customers' accounts receivable.
(b) Uncollectable accounts written off, net of recoveries.
(c) Returns applied to customers' accounts receivable.
(d) Charged against gain on sales of trademarks.
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULE II
To PremiumWear, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Company's annual report to
shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 19, 1999. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The accompanying
schedule is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
---------------------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 19, 1999
16
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 behalf
of the undersigned, thereunto duly authorized.
PREMIUMWEAR, INC.
Date: APRIL 1, 1999 By: /S/ THOMAS D. GLEASON
---------------------------------
Thomas D. Gleason,
Chairman and
Chief Executive Officer
Pursuant to the requirement 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 date indicated.
NAME TITLE
- ------------------------- ------------------------------------
/S/ THOMAS D. GLEASON Chairman and Chief Executive Officer April 1, 1999
- ------------------------- (Principal Executive Officer)
Thomas D. Gleason and Director
/S/ JAMES S. BURY V. P. of Finance April 1, 1999
- ------------------------- Principal Accounting Officer
James S. Bury
/S/ C. D. ANDERSON Director April 1, 1999
- -------------------------
C. D. Anderson
/S/ KEITH A. BENSON Director April 1, 1999
- -------------------------
Keith A. Benson
/S/ ALAN W. KOSLOFF
- -------------------------
Alan W. Kosloff Director April 1, 1999
/S/ GERALD E. MAGNUSON Director April 1, 1999
- -------------------------
Gerald E. Magnuson
/S/ MARK B. VITTERT Director April 1, 1999
- -------------------------
Mark B. Vittert
17
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
- ------------ ----------------------------------------------------- --------
10(C) 1999 Stock Plan. 19-32
10(G) Agreement and Plan of Merger. 33-51
13 PremiumWear, Inc. 1998 Annual Report to Shareholders.
52-83
21 Subsidiary of the Registrant. 84
23 Consent of Independent Public Accountants. 85
27 Financial Data Schedule. 86
18