-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b0zIItTHi4vnrtlCnphG8OfFJxUrL5p+VKx2x4GFfGW0Pj5ajRPVuCRR4oPVkuKL HWVXFa8eZ7O91XFjZ/bR0A== 0000950110-95-000013.txt : 19950608 0000950110-95-000013.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950110-95-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941215 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08546 FILM NUMBER: 95501275 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 1994 SYMS CORP - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) New Jersey 1-8564 - --------------------------------------- ------------------------------------ (State or other (Commission File Number) jurisdiction of incorporation) 22-2465228 -------------------------------- (I.R.S. Employer Identification No.) Syms Way, Secaucus, New Jersey 07094 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 902-9600 ------------------ Item 5. Other Events. - ------ ------------ Pursuant to a Supplemental Agreement and Amendment, dated as of December 15, 1994 (the "Amendment"), the Voting Trust Agreement dated July 25, 1983 among Sy Syms and six members of his family, which provided for a voting trust (the "Voting Trust") which was to terminate on July 15, 2004, has been amended to provide that the shares of Company Common Stock held in the Voting Trust will be released to the participants therein in three equal installments during December 1994, 1995 and 1996, with the Voting Trust to terminate on December 31, 1996. Prior to any such release of shares, 4,222,226 shares (23.9% of total outstanding shares) of Company Common Stock were held in the Voting Trust; accordingly, 1,407,409 shares will be released each December. Shares released from the Voting Trust will be eligible for sale pursuant to Rule 144 without any additional holding period. Pursuant to the Voting Trust Agreement Sy Syms can unilaterally vote or sell shares held in the Voting Trust. After giving effect to the complete termination of the Voting Trust, Sy Syms continues to beneficially own approximately 54% of the Company's outstanding stock. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits -------- 9.1 Supplemental Agreement and Amendment to Voting Trust Agreement, dated as of December 15, 1994 -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. January 11, 1995 SYMS CORP By: Arthur Weber --------------------------------------------- Arthur Weber Vice President, Chief Financial Officer and Treasurer -3- Exhibit Index ------------- Exhibit Description Page No. - ------- ----------- ------- 9.1 Supplemental Agreement and Amendment to Voting Trust Agreement, dated as of December 15, 1994 -4- EX-9.1 2 FORM 8-K Exhibit 9.1 SUPPLEMENTAL AGREEMENT AND AMENDMENT TO VOTING TRUST AGREEMENT ---------------------- Supplemental Agreement and Amendment, made and entered into as of the 15th day of December, 1994, to a Voting Trust Agreement, dated July 25, 1983, as amended, by and among SYMS CORP, a corporation duly organized and existing under the laws of the State of New Jersey (hereinafter referred to as the "Corporation"), SY SYMS MERNS (now Sy Syms), as trustee (said trustee and his respective successors being hereinafter referred to as the "Voting Trustee") and Sy Syms Merns (now Sy Syms), Marcy Syms Merns, Stephen Merns, Robert Merns (now Robert Syms), Richard Merns (now Richard Syms), Adrienne Merns and Laura Merns (hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") (such Voting Trust Agreement, including any and all amendments or supplements thereto, hereinafter called the "Voting Trust Agreement"). W I T N E S S E T H: -------------------- WHEREAS, Section 6(b) of the Voting Trust Agreement provides that the Voting Trustee shall have the sole, full and unrestricted right and power to terminate the Voting Trust Agreement prior to its scheduled July 1, 2004 expiration date upon the giving of ten (10) days advance written notice to the Stockholders; WHEREAS, the Voting Trustee wishes to terminate the Voting Trust Agreement in its entirety effective December 31, 1996, and in connection therewith wishes to deliver to each of the Stockholders, in three equal installments to be delivered during December 1994, 1995 and 1996, respectively, all of the shares of Common Stock, $.05 par value ("Common Stock"), of the Corporation which the Stockholders have on deposit in the Voting Trust on the date hereof; and WHEREAS, the Stockholders wish to confirm their concurrence with and consent to the above-described termination and distributions, and accordingly the Stockholders and the Voting Trustee deem it appropriate and advisable to amend the Voting Trust Agreement to provide for said distributions and termination, upon the terms, provisions and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, it is mutually agreed by the parties hereto as follows: 1. Section 6(a) of the Voting Trust Agreement is hereby amended by deleting the words "until the first day of July, 2004" and inserting in place thereof the words "December 31, 1996". 2. Notwithstanding anything to the contrary contained in the Voting Trust Agreement, the Voting Trustee shall release from the Voting Trust to each Stockholder during December 1994, 1995 and 1996, respectively, the number of shares set forth on Schedule A hereto with respect to such Stockholder. -1- 3. In connection with the annual release of shares of Common stock pursuant to Section 2 hereof, each Stockholder shall submit within ten days after the date hereof, and thereafter during December 1995 and 1996 (on or prior to December 10), a Voting Trust Certificate issued to such Stockholder properly endorsed by such Stockholder with a signature guarantee, for at least the same number of shares of Common Stock as the number of shares to be released from the Voting Trust during December or such year pursuant to said Section 2. Upon such surrender, the Voting Trustee shall deliver or caused to be delivered to the surrendering Stockholder certificates registered in the name of such Stockholder for shares of Common Stock equivalent in amount to the number of shares to be released to such Stockholder during such December pursuant hereto, and if such number of shares is less than the number of such shares represented by the Voting Trust Certificate surrendered by such Stockholder, the Voting Trustee shall deliver or cause to be delivered to such Stockholder a new Voting Trust Certificate representing the number of shares of Common Stock represented by the surrendered Voting Trust Certificate which are not being released during such December from the Voting Trust. 4. Each of the Stockholders agrees to hold the Voting Trustee harmless from and against any and all claims, actions and damages arising out of the transactions contemplated hereby. All terms used herein which are defined in the Voting Trust Agreement and not otherwise defined herein shall have the meanings specified in the Voting Trust Agreement. Except as otherwise provided herein, all of the terms, provisions and conditions of the Voting Trust Agreement shall continue in effect without change. This Supplemental Agreement and Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written. SYMS CORP. By:________________________________ SY SYMS (formerly Sy Syms Merns), CHAIRMAN OF THE BOARD ___________________________________ SY SYMS (formerly Sy Syms Merns), VOTING TRUSTEE Stockholders: ___________________________________ SY SYMS (formerly Sy Syms Merns) ___________________________________ MARCY SYMS MERNS ___________________________________ STEPHEN MERNS ___________________________________ ROBERT SYMS (formerly Robert Merns) ____________________________________ RICHARD SYMS (formerly Richard Merns) ___________________________________ ADRIENNE MERNS ____________________________________ LAURA MERNS SY SYMS, as Guardian -2-
SCHEDULE A Shares To Be Shares To Be Released From Shares To Be Released From Voting Trust Released From Voting Trust During Voting Trust During During Name of Stockholder December 1994 December 1995 December 1996 ------------------- ------------- -------------------- ------------- Sy Syms (formerly Sy Syms Merns) 41,183 41,183 41,184 Marcy Syms Merns 243,591 243,592 243,592 Stephen Merns 243,591 243,592 243,592 Robert Syms (formerly Robert Merns) 210,258 210,258 210,259 Richard Syms (formerly Richard Merns) 210,258 210,258 210,259 Adrienne Merns 229,262 229,263 229,263 Laura Merns 229,262 229,263 229,263
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