-----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, lm7Vlfv3v3LvPqoqbZ0vorG5mNl1afrLXKz2Z84aERcF6iisj/yLGpPG3rqEno3w iFUpGqOYWFpEa9rQ7C2oAQ== 0000075042-94-000005.txt : 19940404 0000075042-94-000005.hdr.sgml : 19940404 ACCESSION NUMBER: 0000075042-94-000005 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940506 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: 2300 IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 34 SEC FILE NUMBER: 000-13365 FILM NUMBER: 94519825 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 DEF 14A 1 1994 PROXY TEST NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON MAY 6, 1994 To Shareholders of Oshkosh B'Gosh, Inc. The annual meeting of shareholders of Oshkosh B'Gosh, Inc. (the "Company"), will be held at the Pioneer Inn, 1000 Pioneer Drive, Oshkosh, Wisconsin on May 6, 1994 at 10:00 a.m., to consider and act upon the following matters: 1. The election of a Board of nine Directors. 2. The transaction of such other business as may properly come before the meeting or any adjournment or adjournments thereof. The close of business on March 11, 1994 is the record date for the meeting and only shareholders of record at that time will be entitled to notice of and to vote at the meeting or any adjournment or adjournments thereof. Your attention is called to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters to be acted upon at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL NOMINEES. Steven R. Duback, Secretary Oshkosh, Wisconsin March 28, 1994 To aid in the early preparation of a record relative to those voting by Proxy, please indicate your voting directions, sign and date the enclosed Proxy and return it promptly in the enclosed envelope. If you should be present at the meeting and desire to vote in person or for any other reason desire to revoke your Proxy, you may do so at any time before it is voted. PROXY STATEMENT OSHKOSH B'GOSH, INC. 112 Otter Avenue Oshkosh, Wisconsin 54901 (414) 231-8800 SOLICITATION AND VOTING This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Oshkosh B'Gosh, Inc. (the "Company") for the annual meeting of shareholders to be held on Friday, May 6, 1994. Shares represented by properly executed proxies received by the Company will be voted at the meeting or any adjournment thereof in accordance with the terms of such proxies, unless revoked. Proxies may be revoked at any time prior to the voting thereof either by written notice filed with the Secretary or Acting Secretary of the meeting or by oral notice to the presiding officers during the meeting. The record date for the meeting is the close of business on March 11, 1994. At that date, there were 13,294,752 shares of Class A Common Stock and 1,291,048 shares of Class B Common Stock outstanding. Each share of Class A Common Stock entitles its holder to one vote for the election of each of two directors. Each share of Class B Common Stock entitles its holder to one vote for the election of each of seven directors. Each share of Class B Common Stock also entitles its holder to one vote concerning all other matters properly coming before the meeting. Any shareholder entitled to vote may vote either in person or by duly authorized proxy. A majority of the shares of each class, represented in person or by proxy, constitutes a quorum. Directors to be elected by each class shall be elected by a plurality of the votes of the shares of that class present in person or represented by proxy at the meeting. "Plurality" means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the meeting. In any othermatters, the affirmative vote of the majority of the shares of Class B Common Stock present in person or represented by proxy at the meeting will be the act of the shareholders; holders of Class A Common Stock are not entitled to vote on other matters except as required by law. The independent inspector shall count the votes and ballots. Abstentions are considered as shares present and entitled to vote but are not counted as affirmative votes cast on a given matter. A broker or nominee holding shares registered in its name, or in the name of its nominee, which are beneficially owned by another person and for which it has not received instructions as to voting from the beneficial owner has the discretion to vote the beneficial owner's shares with respect to the election of directors but may not have discretion to do so with respect to any other matters. Any broker or nominee "non-votes" with respect to any matter will not be considered as shares entitled to vote on that matter and will not be considered by the inspector when counting votes cast on the matter. However, such broker "non-votes" will be counted for quorum purposes if the proxy is voted by the broker with respect to the election of directors. A majority of the shares of each class represented at the meeting, even if less than a majority of the outstanding stock of either or both classes, may adjourn the meeting from time to time without further notice. Expenses in connection with the solicitation of proxies will be paid by the Company. Upon request, the Company will reimburse brokers, dealers and banks or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material and annual report to the beneficial owners of shares which such persons hold of record. Solicitation of proxies will be made principally by mail. Proxies may also be solicited in person, or by telephone or telegraph, by officers and regular employees of the Company. This proxy material is being mailed to shareholders commencing on or about March 28, 1994. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the Company's Class A Common Stock and Class B Common Stock by each director, each nominee for director, each person known to own more than 5% of either class of the Company's Common Stock, each executive officer named in the Summary Compensation Table, and all directors and officers as a group. The information is as of February 1, 1994, except that the information with respect to Banc One Corporation and Ariel Capital Management, Inc. is as of December 31, 1993. Except as indicated in the footnotes such persons have sole voting and investment power of the shares beneficially owned and disclaim beneficial ownership of shares held directly by their spouses. Shares of Class A Percentage Shares of Class B Percentage Name and Address Common Stock of Shares Common Stock of Shares Beneficial Owner Beneficially Owned Outstanding Beneficially Owned Outstanding Banc One Corporation and subsidiaries, including amounts owned as Trustee of the Earl W. Wyman Trusts dated February 17, 1960 as amended ("Earl W. Wyman Trusts") (1) 100 East Broad Street Columbus OH 43271-0251 1,740,039 13.1% 145,515 11.3% Ariel Capital Management, Inc. 307 North Michigan Avenue Chicago IL 60601 1,899,005 14.3% 0 -- William F. Wyman (1)(2)(3) 1373 Waugoo Avenue Oshkosh WI 54901 84,510 0.6% 223,292 17.3% Thomas R. Hyde (1)(2)(4) 109 Chapin Parkway Buffalo NY 14209 132,591 1.0% 102,847 8.0% Thomas R. Wyman (1)(2)(5) 2896 Fond du Lac Road Oshkosh WI 54901 300,015 2.3% 159,612 12.4% Douglas W. Hyde (1)(2)(6) 3700 Edgewater Lane Oshkosh WI 54901 111,708 0.8% 145,822 11.3% Michael D. Wachtel (1)(2)(7) 1030 Washington Avenue Oshkosh WI 54901 118,156 0.9% 118,078 9.1% Charles F. Hyde (1)(2)(8) 1234 Washington Avenue Oshkosh WI 54901 58,849 0.4% 56,835 4.4% Joyce W. Hyde (1)(2)(8) 1234 Washington Avenue Oshkosh WI 54901 115,263 0.9% 83,909 6.5% William P. Jacobsen 2100 White Swan Drive Oshkosh WI 54901 10,500 0.1% 1,500 0.1% Steven R. Duback (9) 3212 North Summit Avenue Milwaukee WI 53211 2,185 ---- 0 ---- Orren J. Bradley 6770 North Reynard Milwaukee WI 53217 813 ---- 119 ---- Judith D. Pyle 415 Farwell Drive Madison WI 53704 300 ---- 0 ---- Jerry M. Hiegel One South Pinckney Street Suite 333 Madison WI 53703 0 ---- 0 ---- David L. Omachinski 1605 Maricopa Drive Oshkosh WI 54904 0 ---- 0 ---- Anthony S. Giordino 112 Otter Avenue Oshkosh WI 54901 29,740 0.2% 4,470 0.3% All Directors and Executive Officers as a group (17 persons) 1,265,297 9.5% 904,807 70.1% (1) The Earl W. Wyman Trust for the benefit of the Wyman family beneficially owns 247,500 shares of Class A Common Stock and 55,180 shares of Class B Common Stock, or about 1.9% and 4.2%, respectively, of such stock outstanding. Its beneficiaries are Thomas R. Wyman and his children (William F. Wyman and Ann E. Wolf). The Earl W. Wyman Trust for the benefit of the Hyde family beneficially owns 182,500 shares of Class A Common Stock and 55,180 shares of Class B Common Stock, or about 1.4% and 4.2% respectively, of such stock outstanding. Its beneficiaries are Joyce W. Hyde and her children (Douglas W. Hyde, Thomas R. Hyde, and Margaret H. Wachtel). All of the beneficiaries disclaim beneficial ownership of such shares. (2) Thomas R. Wyman and Shirley F. Wyman are the parents of William F. Wyman and Ann E. Wolf. Thomas R. Wyman is also the brother of Joyce W. Hyde. Joyce W. Hyde and Charles F. Hyde are the parents of Douglas W. Hyde, Thomas R. Hyde and Margaret H. Wachtel (who is the wife of Michael D. Wachtel). (3) William F. Wyman owns directly 83,630 shares of Class A Common Stock and 187,976 shares of Class B Common Stock. He also owns, as sole trustee of three trusts created for the benefit of his children, 880 shares of Class A Common Stock and 9,756 shares of Class B Common Stock. The amounts shown in the table also include 25,560 shares of Class B Common Stock owned by two trusts of which he is a remainder beneficiary. (4) Thomas R. Hyde owns directly 93,955 shares of Class A Common Stock and 89,701 shares of Class B Common Stock. He owns as sole trustee of two trusts created for the benefit of his children 11,800 shares of Class A Common Stock and 1,000 shares of Class B Common Stock. He has beneficial ownership of 19,136 shares of Class A Common Stock and 8,146 shares of Class B Common Stock held by him as custodian for his minor children, and beneficial ownership of 3,700 shares of Class A Common Stock held by his spouse. In addition, he shares beneficial ownership of 4,000 shares of Class A Common Stock and 4,000 shares of Class B Common Stock owned by a trust of which he is an income beneficiary, his minor son is a remainder beneficiary and his spouse is the sole trustee. The amounts shown in the table do not include 23,047 shares of Class A Common Stock owned by the Joyce W. Hyde Income Trust of 1987 of which he is a remainder beneficiary, as to which he disclaims beneficial ownership. (5) Includes shares owned directly or as marital property with his wife, Shirley F. Wyman. The amount shown in the table does not include 3,372 shares of Class B Common Stock (less than 1% of the total number outstanding) owned by Shirley F. Wyman, or the shares owned directly by their two adult children, as to which he disclaims beneficial ownership. The table also does not include 20,000 shares of Class A Common Stock and 25,560 shares of Class B Common Stock held by trusts under which Thomas R. Wyman and Shirley F. Wyman are income beneficiaries. They disclaim beneficial ownership of those shares. (6) Douglas W. Hyde owns directly 73,653 shares of Class A Common Stock and 135,457 shares of Class B Common Stock, or approximately 0.6% and 10.4%, respectively, of the total number of such shares outstanding. He also owns as sole trustee of two trusts created for the benefit of his children 8,100 shares of Class A Common Stock and 1,000 shares of Class B Common Stock. In addition, he shares beneficial ownership of 29,955 shares of Class A Common Stock and 9,365 shares of Class B Common Stock owned directly by his spouse, held by his spouse as trustee for the benefit of his children and held by him as custodian for his minor children. The amounts shown in the table do not include 16,635 shares of Class A Common Stock and 2,445 shares of Class B Common Stock owned by a trust of which he is the income beneficiary and his minor daughter is the remainder beneficiary, or 23,047 shares of Class A Common Stock held as a remainder beneficiary of the Joyce W. Hyde Income Trust of 1987, as to which he disclaims beneficial ownership. (7) Michael D. Wachtel owns directly 13,710 shares of Class A Common Stock and 1,710 shares of Class B Common Stock, or approximately 0.1% of the outstanding shares of each class. He owns an additional 2,560 shares of Class B Common Stock as sole trustee of two trusts created for the benefit of his children. In addition, he shares beneficial ownership of 96,346 shares of Class A Common Stock and 112,808 shares of Class B Common Stock owned directly by his spouse and held by his wife as custodian for their minor children and 8,100 shares of Class A Common Stock and 1,000 shares of Class B Common Stock owned by his spouse as sole trustee of two trusts created for the benefit of their children. The amounts shown in the table do not include 12,681 shares of Class A Common Stock and 29,083 shares of Class B Common Stock owned by two trusts of which his spouse is the income beneficiary and his minor children are remainder beneficiaries, respectively, or 23,047 shares of Class A Common Stock held by his spouse as a remainder beneficiary of the Joyce W. Hyde Income Trust of 1987, as to which he disclaims beneficial ownership. (8) Charles F. Hyde, and his wife, Joyce W. Hyde, own all of their Company stock as marital property, but they each hold the amounts shown in their own respective names. The amounts shown in the table do not include the shares owned directly or indirectly by their three adult children, as to which they disclaim beneficial ownership. The table also does not include 69,140 shares of Class A Common Stock held by the Joyce W. Hyde Income Trust of 1987, under which she is the income beneficiary, but disclaims beneficial ownership. (9) Steven R. Duback owns 885 shares of Class A Common stock directly and 1,300 shares as custodian for his children. The decendents of Earl W. Wyman, their spouses and trusts of which they are beneficiaries (the "Wyman/Hyde Group," including, among others, Thomas R. Hyde, Charles F. Hyde, Joyce W. Hyde, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel, the Earl W. Wyman Trusts, Thomas R. Wyman and William F. Wyman) own a total of 1,864,863 shares of Class A Common Stock (approximately 14.0% of the outstanding shares) and 1,035,655 shares of Class B Common Stock (approximately 79.3% of the outstanding shares). Each member of the Wyman/Hyde Group is subject to a cross purchase agreement pursuant to which his or her Class B Common Stock generally may not be transferred except to a spouse or descendant (or a trust for their benefit) unless the shares first have been offered to the other members of the Wyman/Hyde Group. Under the securities laws of the United States, the Company's directors, its executive officers and any person holding more than 10% of any class of the Company's Common Stock are required to report their initial ownership of the Company's Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to disclose in this Proxy Statement any failure to file these dates not previously reported.To the Company's knowledge, all of these filing requirements were satisfied except that Forms 3 for two trusts formed by Mr. and Mrs. Wachtel for the benefit of their children were filed late.
DIRECTORS AND EXECUTIVE OFFICERS Election of Directors Information regarding the nominees for whom the shares represented by proxies will be voted for election as directors is set forth in the following table. Proxies for Class A Common Stock will be voted to elect Orren J. Bradley and Jerry M. Hiegel as directors, and proxies for Class B Common Stock will be voted to elect Charles F. Hyde, Thomas R. Wyman, Steven R. Duback, Douglas W. Hyde, Michael D. Wachtel, Judith D. Pyle and David L. Omachinski, as directors. William P. Jacobsen retired as an executive officer of the Company at the end of 1993 and declined to be renominated for election as a director. In the unforseen event that any nominee will be unable or unwilling to serve, proxies will be voted with discretionary authority for a substitute nominee designated by the Board of Directors. The nominees for Directors are: Principal Occupation and Business Director Name Age Experience Since Nominees for Directors to be Elected by Class B Shares Charles F. Hyde 73 Chairman of the Board 1955 (since February, 1990); until 1992 Mr. Hyde was Chief Executive Officer of the Company (since 1966); until February, 1990 he was also President of the Company (since 1962). Thomas R. Wyman 66 Vice Chairman of the Board 1955 (since February, 1990); until February, 1990 Mr. Wyman was Executive Vice President of the Company (since 1979); prior thereto Mr. Wyman served as Vice President and Treasurer (since 1973). Steven R. Duback 49 Partner, Quarles & Brady 1981 (law firm), Milwaukee (joined the firm in 1969); Secretary of the Company (since 1981). Douglas W. Hyde 43 President (since 1991) and 1988 Chief Executive Officer (since 1992); prior thereto Mr. Hyde served as Senior Vice President - Marketing (since 1989); Vice President - Merchandising (since 1983); and as Director of Sportswear Merchandising (since 1979); joined the Company in 1975. Michael D. Wachtel 40 Executive Vice President 1988 (since 1991), Chief Operating Officer (since 1992) and Assistant Secretary (since 1990); prior thereto Mr. Wachtel served as Senior Vice President - Operations (since 1986); and as Director of Operations (since 1984) and as Administrative Assistant to the President; joined the Company in 1978. Judith D. Pyle 50 Vice Chairman and Senior 1989 Vice President, Corporate Marketing, Rayovac Corporation (manufacturer of batteries and flashlights) (since 1983). Ms. Pyle is also a director of Firstar Corporation and of Wisconsin Power & Light Co. David L. Omachinski 42 Vice President - Finance, New Nominee CFO and Treasurer (since 1993. Joined the Company in 1993. Prior thereto (since 1980) Mr. Omachinski was a shareholder of Schumaker, Romenesko & Associates, S.C. (since 1992 Mr. Omachinski was the Executive Vice President and Chief Operating Officer thereof) which served as the Company's independent public accountants. Nominees for Directors to be Elected by Class A Shares Jerry M. Hiegel 67 Chairman of the Hiegel 1992 Group, Inc. (a private investment firm) since 1987. Prior thereto Mr. Hiegel was Executive Vice President of General Foods Corporation (since 1982); Chairman (since 1984), President and CEO (since 1980), and President (since 1977) of Oscar Mayer Foods Corporation (food manufacturer specializing in packaged meats). Mr. Hiegel is also a director of Firstar Corporation. Orren J. Bradley 69 Retired; prior to March, 1988 1992, President of Metro Milwaukee, Inc. (since 1990); prior thereto he was Senior Vice-President of Laub Group, Inc. (independent insurance agents) (since 1985); prior thereto Mr. Bradley was Chairman and CEO of Boston Store. Mr. Bradley is also a director of Stokely, USA, Inc. Each director attended 75% or more of the meetings of the Board and committees of which he or she is a member held during 1993. The nominating committee consists of Ms. Pyle (chair) and Messrs. Duback, Bradley, D. Hyde, and Wyman. The executive committee consists of Messrs. D. Hyde (chair), C. Hyde, Wachtel, Jacobsen and Bradley. The compensation committee consists of Messrs. Duback (chair), Hiegel, Wachtel and Ms. Pyle. The audit committee consists of Messrs. Bradley (chair), Hiegel and D. Hyde. Executive Officers Information concerning those continuing executive officers of the Company who are not directors or nominees for director is sent forth in the following table. Name Age Position and Experience Anthony S. Giordano 57 Vice President - Manufacturing (since 1980); joined the Company in 1963. Donald M. Carlson 58 Vice President - Human Resources (since 1990). Prior thereto Mr. Carlson was director of organizational effectiveness and training for General Dynamics Corp. (an aerospace and defense manufacturer) (since 1959). Jon C. Dell'Antonia 52 Vice President - Management Information Systems (since 1990). Prior thereto Mr. Dell'Antonia served in a similar capacity for Coleman Co. (a manufacturer of outdoor recreational products) (since 1982). Oliver E. Wood, Jr. 51 Vice President - International Sales and Marketing (since 1990); General Manager, International Sales (since 1987). Michael G. Donabauer 46 Vice President - Corporate Marketing and Planning (since 1992), Director of Marketing (since 1991). Prior thereto he was vice president of marketing of Charming Shoppes, Inc. (since 1988). William F. 35 Vice President-Domestic Wyman Licensing (since 1993). Prior thereto he was director of licensed product (since 1991) and manager of retail development (since 1990); joined the Company in 1981. Kenneth H. Masters 52 Assistant Vice President - Manufacturing (since 1983); prior thereto Mr. Masters served as plan manager (since 1973); joined the Company in 1962. Charles F. Hyde is the father of Douglas W. Hyde, the father-in-law of Michael D. Wachtel, the brother-in-law of Thomas R. Wyman and the uncle of William F. Wyman, who is the son of Thomas R. Wyman. There are no other family relationships among the executive officers, directors and nominees. Executive Compensation The following table shows compensation paid by the Company for services rendered to the Company during its fiscal year ended December 31, 1993, to the five most highly compensated executive officers. SUMMARY COMPENSATION TABLE All Other Annual Compensation Compensation
Retirement Life Name and Principal Position Year Salary $(1) Bonus $ Plans $ (2) Insurance $(3) Douglas W. Hyde 1993 149,400 58,667 10,660 1,460 President and Chief 1992 146,400 74,989 24,974 1,460 Executive Officer 1991 132,300 100,129 23,233 1,305 Michael D. Wachtel 1993 143,400 58,492 10,234 1,170 Executive Vice President 1992 140,000 74,814 24,480 1,072 and Chief Operating Officer 1991 128,400 99,729 22,813 1, William P. Jacobsen 1993 139,800 42,222 9,972 4,543 Vice President-Finance, Chief 1992 136,800 53,617 22,502 4,543 Financial Officer and Treasurer 1991 132,000 99,229 23,123 Anthony S. Giordano 1993 122,400 23,221 10,442 3,074 Vice President - 1992 120,000 28,426 14,041 3,074 Manufacturing 1991 117,600 58,016 17,562 2,110 Charles F. Hyde 1993 120,000 25,427 8,562 0 Chairman of the Board 1992 140,000 60,741 32,689 11,265 1991 253,200 222,565 45,045 11,265 (1) For 1993, 1992 and 1991 other annual compensation did not exceed the lesser of $50,000 or 10% of such executive officer's salary. (2) The Company's contribution to the named individual's accounts in defined contribution retirement plans, including the Executive Nonqualified Profit Sharing Plan and the defined contribution portion of the Excess Benefits Plan. (3) Premium paid by the Company on a term life insurance policy covering the named individual.
The Company maintains a qualified Pension Plan, and an unfunded Excess Benefits Plan that provides to participant's pension benefits that they would otherwise be prevented from receiving as a result of certain limitations of the Internal Revenue Code. The following table shows estimated annual benefits payable upon normal retirement to persons in specified remuneration and years of service classifications under the qualified Pension Plan, including amounts payable under the Excess Benefits Plan. Average Annual Years of Service Renumeration 15 20 25 30 35 40 45 $50,000 $7,500 $10,000 $12,500 $15,000 $17,500 $20,000 $22,500 75,000 11,250 15,000 18,750 22,500 26,250 30,000 33,750 100,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 150,000 22,500 30,000 37,500 45,000 52,500 60,000 67,500 200,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 250,000 37,500 50,000 62,500 75,000 87,500 100,000 112,500 300,000 45,000 60,000 75,000 90,000 105,000 120,000 135,000 350,000 52,500 70,000 87,500 105,000 122,500 140,000 157,500 400,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 500,000 75,000 100,000 125,000 150,000 175,000 200,000 225,000 600,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000
Under the Company's qualified Pension Plan and Excess Benefit Plan a non-union employee generally is entitled to receive upon retirement at age 65 a lifetime monthly benefit equal to 1% of his highest five consecutive year average monthly compensation (including bonuses) multiplied by the number of years in which he completed at least 1,000 hours of service, or certain actuarial equivalent benefits. An employee who has reached age 60 and completed five years of service may retire and begin to receive the actuarial equivalent of his pension benefits, and pre-retirement death benefits equal to the actuarial equivalent value of a participant's accrued pension benefits. Benefit amounts are not subject to any reduction for Social Security benefits. The current years of credited service of Messrs. C. Hyde, D. Hyde, Wachtel, Jacobsen and Giordano are 46, 18, 16, 26 and 30, respectively. The currently applicable final five year average compensation covered by the Pension Plan and Excess Benefits Plan to Messrs. C. Hyde, D. Hyde, Wachtel, Jacobsen and Giordano are $414,149, $220,542, $214,692, $221,108, and $167,494. Employment Contracts Each of Charles F. Hyde and Thomas R. Wyman has entered into an amended and restated employment contract with the Company, providing that if he continues to be employed by the Company upon terms mutually agreeable to him and the Company until the end of the year in which he attains age 65 (i.e., December 31, 1985 and December 31, 1992, respectively) or until such earlier or later date as the parties mutually agree, subject to certain conditions, the Company shall make an annual payment to him upon retirement or permanent disability of $18,000 per annum in monthly installments of $1,500 each, for so long as he shall live, and thereafter to his surviving spouse (if any) or to his estate or the estate of his surviving spouse until total payments equal $180,000. Messrs. Hyde and Wyman retired effective 12/31/93 and 12/31/92, respectively, and have been receiving their benefits. REPORT OF THE COMPENSATION COMMITTEE Compensation Committee Approach The Compensation Committee recommends executive compensation levels for the Company's executive officers. Its recommendations are usually approved by the Board without change, as was the case in 1993. Salaries and incentive bonuses are determined and established at the beginning of the calendar year with respect to which the salaries and incentive bonuses are payable. The approach to compensating the executive officers used for calendar year 1993 was designed to tie executive compensation closely to overall Company profitability. The Compensation Committee was guided by: The need to provide competitive compensation to enable the Company to attract and retain key management personnel needed for the Company's long-term success. To this end, the Committee analyzed and took into account annual compensation data published by the American Apparel Manufacturers Association. The philosophy that top level executive compensation ought to depend heavily on overall Company profitability for the year to which the compensation relates. To this end, the Committee recommended incentive bonuses which were a direct percentage of 1993 Company profits. Its knowledge of the individual executives' skills and their anticipated individual performances for the coming year. Executive Compensation Package The Company's executive compensation package for 1993 consisted of three elements: A fixed salary determined at the beginning of the year. An incentive bonus determined at the beginning of the year based on a predetermined percentage of the Company's profits for 1993. A small year end bonus determined at year end, the amount of which has traditionally been in the range of 3-7 percent of salary (average of about 3.3 percent of salary for 1993 for executive officers) and which is based both on individual performance and Company profitability for the year. The salaries and incentive bonus percentages for 1993 were set at the beginning of the year with a view to the salary comprising approximately 50-80 percent of total compensation and the incentive bonus comprising approximately 20-50 percent of total compensation. The more senior executive officers' salaries were set toward the low end of the salary range and their incentive bonuses were set at the high end of incentive bonus range. The opposite was true for the more junior executive officers. The combined salary and incentive bonus system rewards the executive officers in a "good" year and penalizes them in a "poor" year. For example, and as a direct result of the nature of the combined salary and incentive bonus system, the total cash compensation paid to each of the five highest paid executive officers for 1993 was less than the amount received by him in 1992. The Committee believes that compensation based on overall Company performance is appropriate for the most senior executives. Although the Company does not currently have any stock based compensation plan for executive officers, this subject is currently being studied by the Compensation Committee with a view to proposing some form of modest stock based compensation plan which, if adopted, would probably cover not only executive officers but also employees at lower compensation levels as well. The incentive bonuses for senior executives (other than the CEO and COO) for 1994 have been modified to gear their bonuses more directly to the achievement of pre-defined individual and group performance goals as opposed to simply overall Company performance. For the CEO and the COO, incentive bonuses will continue to be based almost entirely on overall Company performance. Chief Executive Officer Compensation Douglas W. Hyde was the President and CEO of the Company during 1993. His total cash compensation for 1993 was $208,067 consisting of $149,400 salary, $53,817 incentive bonus, and $4,850 year end bonus. His salary and incentive bonus percentage were based on the Committee's evaluation of his individual skills, his anticipated performance for the upcoming year, the high level of his responsibilities, and the relationship of his anticipated total compensation to that of CEOs of other comparable sized manufacturing (especially apparel) companies. His actual total 1993 compensation was obviously linked very directly to, and adversely impacted by, the Company's overall 1993 performance. Compensation Committee Steven R. Duback, Chairperson Judith D. Pyle Michael D. Wachtel Jerry M. Hiegel Directors' Compensation Each outside director of the Company (currently Messrs. Wyman, Duback, Bradley and Hiegel, and Ms. Pyle) is entitled to receive $800 for each directors meeting and $600 for each committee meeting attended, plus travel expenses to and from the meeting. In addition, each outside director is entitled to receive a monthly fee of $1,250 per month. During 1993 Messrs. Wyman, Duback, Bradley and Hiegel and Ms. Pyle received director's fees of $22,000, $23,200, $25,600, $23,800 and $23,200, respectively. Compensation Committee Interlocks and Insider Participation The Company's four member Compensation Committee includes Michael D. Wachtel (the Company's Executive Vice President and COO) and Steven R. Duback (a partner in Quarles & Brady, the Company's principal outside counsel). There are no Compensation Committee interlocks. Comparison of Five-Year Cumulative Total Return Oshkosh B'Gosh, Inc., S&P 500 Stock Index, and S&P Textile-Apparel Manufacturers Group 12/88 12/89 12/90 12/91 12/92 12/93 Oshkosh B'Gosh 100.00 186.51 105.41 143.45 104.60 96.56 S&P 500 100.00 131.76 127.49 166.17 178.81 196.75 S&P Textiles & Apparel 100.00 131.59 114.60 183.71 195.57 147.90 INDEPENDENT ACCOUNTANTS On December 13, 1993, the Company engaged Ernst & Young as the independent public accountants to audit the Company's financial statements for the fiscal year ended December 31, 1993. They replaced the firm of Schumaker, Romensko & Associates, S.C., who served as the independent public auditors for the Company's consolidated financial statements for the fiscal year's ended December 31, 1991 and 1992. The change was approved by the Audit Committee of the Board and the Company's Board of Directors. In connection with the audits of the Company's consolidated financial statements for the fiscal year's ended December 31, 1991 and 1992, and the subsequent interim period preceding the engagement of Ernst & Young, there were no disagreements with Schumaker, Romensko & Associates, S.C., on any matters of accounting principals or procedures. Schumaker, Romenesko & Associates, S.C.'s report on the Company's financial statements for such two fiscal years contains no adverse or disclaimer of opinion and was not qualified as to uncertainty, audit scope or accounting principles. Representatives from Ernst & Young are expected to be present at the meeting and will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate shareholder questions. OTHER MATTERS The Board of Directors has not been informed and is not aware that any other matters will be brought before the meeting. However, proxies may be voted with discretionary authority with respect to any other matters that may properly be presented to the meeting and any adjournment thereof. SHAREHOLDER PROPOSALS Shareholder proposals must be received by the Company no later than November 29, 1994 in order to be considered for inclusion in next year's annual meeting proxy statement. By order of the Board of Directors Charles F. Hyde, Chairman A copy (without exhibits) of the Company's Form 10-K annual report to the Securities and Exchange Commission for the fiscal year ended December 31, 1993 will be provided without charge to each record or beneficial owner of the Company's Class A Common Stock or Class B Common Stock as of March 11, 1994 on the written request of such person directed to: David L. Omachinski, Vice President - Finance, Oshkosh B'Gosh, Inc., 112 Otter Avenue, P.O. Box 300, Oshkosh, Wisconsin 54902 Oshkosh, Wisconsin March 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----