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 3, 2001
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 11, 2001, was approximately $9,489,000.
This figure was calculated by multiplying (i) the mean between the high
and low prices for the registrant's common stock on April 11, 2001, 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 11, 2001, 4,088,949 shares of the registrant's Common Stock,
$0.50 par value were outstanding.
Documents Incorporated by Reference
The portions of the 2000 Annual Report to Shareholders ("2000 Annual Report")
for the fiscal year ended February 3, 2001, 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 31, 2001,
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 34 years. The
Company began operations with one store and as of March 24, 2001 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 3, 2001 ("fiscal 2001"), see "Narrative
Description of Business."
(b) Financial Information about Industry Segments
The Company operates in one segment, the retail sale of men's tailored clothing,
furnishings, sportswear 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 24, 2001 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 2001, the Company opened 15 new S&K stores, totaling approximately
61,300 square feet, in the following localities:
Alabama: Birmingham (1), Trussville
Iowa: Des Moines
Kentucky: Louisville
Florida: Jacksonville(1) , Sarasota, Tampa
Louisiana: Alexandria(1)
Maryland: Hanover
Mississippi: South Haven
New York Clay(1)
North Carolina: Garner
South Carolina: Myrtle Beach(1)
Tennessee: Nashville(1)
Virginia: Roanoke(1)
(1) These new stores were relocated from previous locations which were closed.
Additionally, in fiscal 2001, the Company closed 17 under-performing stores
(seven of which were relocations), approximating 66,100 square feet, which were
at the end of their lease term and which had not met the Company's sales and
profitability expectations: Birmingham, Alabama; Ft. Myers, Jacksonville and
Naples, Florida; Evansville, Indiana; Eddyville, Kentucky; Alexandria,
Louisiana; Clay, New York, Upper Arlington, Ohio; Erie, Pennsylvania; Myrtle
Beach, South Carolina; Bartlett and Nashville, Tennessee; Ft. Worth, Texas;
Richmond and Roanoke, Virginia; and Kenosha, Wisconsin.
3
The following table summarizes information concerning store openings and
closings during the fiscal years presented:
Fiscal Year Ended
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Stores: 2/03/01 1/29/00 1/30/99 1/31/98 1/25/97
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Open at beginning of year 240 233 211 194 184
Closed during year 17 15 8 9 8
Opened during year 15 22 30 26 18
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Open at end of year 238 240 233 211 194
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Relocations 7 1 2 8 2
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During fiscal 2002, the Company plans to open approximately 10 new stores and
close 10 under-performing locations. As of March 24, 2001, the Company has
opened two new stores (both of which were relocations): Augusta, Georgia and
York, Pennsylvania and closed a store in Toledo, Ohio.
Average sales per selling square foot for the stores included in comparable
store sales statistics were: $213, $214, $218, $226, and $218 in the fiscal
years ended 2001 through 1997, 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 14, 18, 16, 26 and 8, in fiscal years ended 2001 through 1997,
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
trend toward relaxed dress codes in the workplace.
S&K's sales associates provide the level and quality of customer service
generally found only 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 an Elite 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.
4
The Company offers the S&K Premier Charge Card as another payment option for
it's 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.
S&K uses television as its primary advertising medium. Additionally, newspaper
may be used occasionally for certain promotions or special events such as
holiday sales or grand openings. 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.
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 it's 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,
Daniel Hechter, Andrew Fezza, Emanuel Ungaro, Evan Picone, Claiborne for Men,
Chaps by Ralph Lauren 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 200 vendors. Except for two
vendors who accounted for approximately 18% and 11%, respectively, no other
vendors exceeded 10% of the Company's purchases in fiscal 2001. 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.
S&K has a basic item replenishment program with its major suppliers for much of
its merchandise to fulfill customers' needs on a timely basis and increase the
Company's inventory turnover. 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. The Company continually enhances and refines its
allocation and distribution processes (generally through technology
improvements), and is in the process of implementing the ability to
electronically communicate with a few selected vendors with the goal to shorten
delivery time. The Company believes that through these enhancements and the
5
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.
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 "Gold Star" program. 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). 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
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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 and open-to-buy systems. Physical inventories are conducted in the
stores twice a year to verify and enhance the accuracy of the merchandise
information system. Additionally, the store 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.
Additionally, each store format incorporates the latest advances in
merchandising techniques.
The Company currently has three formats: approximately 51% of the stores are
considered to be traditional stores, 24% are outlets and 25% are superstores.
The 3,900 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. The 4,500-6,500 square foot superstore carries a
much broader merchandise assortment, especially in tailored clothing. The larger
format also enables the Company to use "shop concepts" within the store, i.e. -
formal shop, Big & Tall shop, shoes, etc., as well as attractively display its
"Corporate Casual" collection.
Seasonality
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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 30-33% of the
Company's net sales and 50-55% of its net earnings for a fiscal year.
Working Capital
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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
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As of February 3, 2001, the Company had approximately 2,200 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
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In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the SEC's views in applying
accounting principles generally accepted in the United States of America to
revenue recognition in financial statements. During fiscal 2001, SAB 101 had no
impact on the recognition, presentation, or disclosure of revenue for the
Company.
In March, 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No 44 ("FIN 44"), "Accounting for Certain Transactions involving
Stock Compensation, an interpretation of APB Opinion No. 25". FIN 44 clarifies
the application of APB 25 "Accounting for Stock-Based Compensation", for certain
issues, including the definition of an employee and the treatment of the
acceleration of stock options. FIN 44 is generally effective for transactions
occurring after July 1, 2000, but is applicable for certain transactions dating
back to December 1998. FIN 44 had no impact on the Company's financial condition
or results of operation for fiscal 2001.
Information Regarding Forward-Looking Statements
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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 2002 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 existing working
capital credit facilities to support 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 or availability of a suitable work force
to manage and support the Company's service-driven operating strategy;
(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.
8
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
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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 24, 2001 all but one of the Company's 237 stores are leased. The
Company owns a superstore which it built and opened in March 1998. With the
exception of three free-standing 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 4,500 square feet, the outlet stores from 3,000
to 4,000 square feet and the superstores from 4,500 to 6,500 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 seventeen stores in fiscal 2001 (seven of which were
relocations): Birmingham, Alabama; Ft. Myers, Jacksonville and Naples, Florida;
Evansville, Indiana; Eddyville, Kentucky; Alexandria, Louisiana; Clay, New York;
Upper Arlington, Ohio; Erie, Pennsylvania; Myrtle Beach, South Carolina;
Bartlett and Nashville, Tennessee; Ft. Worth, Texas; Richmond and Roanoke,
Virginia; and Kenosha, Wisconsin.
As of March 24, 2001, the Company operated 237 stores in 27 states. The
following summary recaps the number of current locations by state.
Number of stores
Virginia ........................................... 25
Alabama ............................................ 12
Arkansas ........................................... 4
Florida ............................................ 20
Georgia ............................................ 10
Illinois ........................................... 9
Indiana ............................................ 11
Iowa ............................................... 3
Kansas ............................................. 3
Kentucky ........................................... 5
Louisiana .......................................... 4
Maine .............................................. 2
Maryland ........................................... 2
9
Michigan ........................................... 14
Mississippi ........................................ 2
Missouri ........................................... 3
New Jersey ......................................... 1
New York ........................................... 17
North Carolina ..................................... 24
Ohio ............................................... 13
Oklahoma ........................................... 2
Pennsylvania ....................................... 8
South Carolina ..................................... 13
Tennessee .......................................... 15
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
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The executive officers of the Company who serve at the discretion of the Board
of Directors are as follows:
Stuart C. Siegel, 58, is Chairman of the Board of Directors of the Company, and
is Chief Executive Officer.
Donald W. Colbert, 51, is President and Chief Operating Officer and is a
director of the Company.
Robert E. Knowles, 51, is Executive Vice President, Chief Financial Officer,
Secretary and Treasurer.
Mr. Knowles is a Certified Public Accountant.
Weldon J. Wirick, III, 50, is Senior Vice President--Operations.
Robert F. Videtic, 53, is Senior Vice President, Divisional Merchandise Manager.
Prior to January, 2001, Mr. Videtic was Vice President, Divisional Merchandise
Manager
11
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
- - -------
Please see page 12 of the 2000 Annual Report under the caption "Selected
Quarterly Data," which is incorporated herein by reference.
During the fiscal year ended February 3, 2001, the Company contributed 8,126
shares of its common stock to the S&K Famous Brands Employees' Savings/Profit
Sharing Plan. 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 2000 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
-----------------------------------------------------------------------
of Operations
- - -------------
Please see pages 3 and 4 of the 2000 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 4 of the 2000 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 2000
Annual Report.
Please see page 12 of the 2000 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 pages 5-6 and page 10 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 page 7 of the registrant's definitive Proxy Statement
under the captions "Certain Relationships and Related Transactions" and "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
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1. Financial Statements:
---------------------
The following financial statements of S&K Famous Brands, Inc. and
report of independent accountants, included in the registrant's 2000
Annual Report are incorporated by reference in Item 8:
Statements of Income for the fiscal years ended February
3, 2001, January 29, 2000, and January 30, 1999 5
Statements of Changes in Shareholders' Equity for the fiscal years
ended February 3, 2001, January 29, 2000, and
January 30, 1999 5
Balance Sheets at February 3, 2001, January 29, 2000, and
January 30, 1999. 6
Statements of Cash Flows for the fiscal years ended
February 3, 2001, January 29, 2000, and January 30, 1999 7
Notes to Financial Statements 8-11
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
3, 2001.
None.
Except for the information referred to in Items 5, 6, 7, 7A, 8 and 14(a) 1.
hereof, the 2000 Annual Report to Shareholders for the fiscal year ended
February 3, 2001 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, 2001 /s/ Stuart C. Siegel
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STUART C. SIEGEL
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: April 12, 2001 /s/ Robert E. Knowles
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ROBERT E. KNOWLES
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer (Principal Financial
Officer)
Date: April 12, 2001 /s/ Janet L. Jorgensen
---------------------------------------
JANET L. JORGENSEN
Vice President and 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, 2001 /s/ Stuart C. Siegel
---------------------------------------
STUART C. SIEGEL, Chairman of the
Board of Directors
Date: April 12, 2001 /s/ Robert L. Burrus, Jr.
---------------------------------------
ROBERT L. BURRUS, JR., Director
Date: April 12, 2001 /s/ Donald W. Colbert
---------------------------------------
DONALD W. COLBERT, President and Chief Operating
Officer, Director
Date: April 12, 2001 /s/ Andrew M. Lewis
---------------------------------------
ANDREW M. LEWIS, Director
Date: April 12, 2001 /s/ Steven A. Markel
---------------------------------------
STEVEN A. MARKEL, Director
Date: April 12, 2001 /s/ Troy A. Peery, Jr.
---------------------------------------
TROY A. PEERY, JR., Director
Date: April 12, 2001 /s/ Marshall B. Wishnack
---------------------------------------
MARSHALL B. WISHNACK, 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 27, 2001 and registrant's
amended and restated Bylaws (conformed to include amendments to date).
(4) Instruments defining the rights of security holders, including indentures.
a. Amended and Restated Credit Agreement dated as of May 31, 1997,
between the registrant and Signet Bank/Virginia (now First Union
National Bank), filed as Exhibit 4(b) to the registrant's Quarterly
Report on Form 10-Q for the quarter ended July 26, 1997, is expressly
incorporated herein by this reference.
b. 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.
c. 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.
d. First Amendment to Amended and Restated Credit Agreement dated April
2, 1999 between registrant and First Union National Bank as successor-
in-interest to Signet Bank/Virginia filed as Exhibit 4(b) to the
registrant's Quarterly Report on Form 10-Q for the quarter ended May
1, 1999, is expressly incorporated herein by this reference
e. Second Amendment dated July 30, 1999 to Amended and Restated Credit
Agreement dated May 31, 1997 between registrant and First Union
National Bank as successor-in-interest to Signet Bank/Virginia filed
as Exhibit 4(b) to the registrant's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1999, is expressly incorporated herein by
this reference.
f. Credit Agreement dated as of May 31, 2000, between the registrant and
SunTrust Bank, filed as Exhibit 4(a) to the registrant's Quarterly
Report on Form 10-Q for the quarter ended July 29, 2000, is expressly
incorporated herein by this reference.
g. Third Amendment dated May 31, 2000 to Amended and Restated Credit
Agreement dated May 31, 1997 between registrant and First Union
National Bank as successor-in-interest to Signet Bank/Virginia filed
as Exhibit 4(b) to the registrant's Quarterly Report on Form 10-Q for
the quarter ended July 29, 2000, 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.
*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 2000 Annual Report to Shareholders ("2000 Annual Report")
for the fiscal year ended February 3, 2001.
(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.