-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYPwEjTpMkiyzvesuMQYJNFriVH77oWhXkrzZXFgzP3ujMhk587NQF8SKQ2DvN8N tGeWdppQ3UFtu3cC62ySHw== 0000075288-96-000003.txt : 19960117 0000075288-96-000003.hdr.sgml : 19960117 ACCESSION NUMBER: 0000075288-96-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951201 FILED AS OF DATE: 19960116 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD INDUSTRIES INC CENTRAL INDEX KEY: 0000075288 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 580831862 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04365 FILM NUMBER: 96503699 BUSINESS ADDRESS: STREET 1: 222 PIEDMONT AVE NE CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4046592424 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended December 1, 1995 ---------------- 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 Number 1-4365 ------- OXFORD INDUSTRIES, INC. ----------------------- (Exact name of registrant as specified in its charter) Georgia 58-0831862 - ------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (404) 659-2424 -------------- (Registrant's telephone number, including area code) Not Applicable --------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares outstanding Title of each class as of January 8, 1996 - --------------------------- ---------------------------- Common Stock, $1 par value 8,801,921 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. - ------------------------------ OXFORD INDUSTRIES, INC. CONSOLIDATED STATEMENT OF EARNINGS SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994 (UNAUDITED ) Six Months Ended Quarter Ended --------------------------- -------------------------- $ in thousands except December 1, December 2, December 1, December 2, per share amounts 1995 1994 1995 1994 - --------------------- ------------ ------------ ------------ ------------ Net Sales $376,320 $357,471 $187,066 $192,167 -------- -------- -------- -------- Costs and Expenses: Cost of Goods Sold 312,353 288,490 155,222 155,058 Selling, General and Administrative 50,914 48,918 25,596 25,870 Provision for environmental remediation 4,500 - - - Interest 3,717 1,705 1,876 1,041 -------- -------- -------- -------- Total Costs and Expenses 371,484 339,113 182,694 181,969 -------- -------- -------- -------- Earnings Before Income Taxes 4,836 18,358 4,372 10,198 Income Taxes 1,935 7,435 1,749 4,131 -------- -------- -------- -------- Net Earnings $2,901 $10,923 $2,623 $6,067 ======== ======== ======== ======== Net Earnings Per Common Share $ .33 $1.26 $0.30 $0.70 ===== ===== ==== ===== Average Number of Shares Outstanding 8,707,324 8,655,613 8,714,170 8,665,610 ========= ========= ========= ========= Dividends Per Share $0.40 $0.36 $0.20 $0.18 ===== ====== ===== ===== See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 1, 1995, JUNE 2, 1995 AND DECEMBER 2, 1994 (UNAUDITED EXCEPT FOR JUNE 2, 1995) December 1, June 2, December 2, $ in thousands 1995 1995 1994 - -------------- ------------------------------------------ Assets Current Assets: Cash $ 4,254 $ 2,225 $ 5,278 Receivables 95,674 83,962 107,226 Inventories: Finished Goods 81,981 96,013 57,308 Work in Process 17,493 31,014 28,003 Fabric, Trim & Supplies 30,896 42,951 31,405 -------- -------- -------- 130,370 169,978 116,716 Prepaid expenses 14,565 13,023 10,627 -------- -------- -------- Total Current Assets 244,863 269,188 239,847 Property, Plant & Equipment 38,961 38,650 33,212 Other Assets 7,600 1,190 1,375 -------- -------- -------- $291,424 $309,028 $274,434 ======== ======== ======== Liabilities and Stockholders' Equity Current Liabilities: Notes Payable $ 38,000 $ 43,500 $ 46,500 Trade Accounts Payable 36,022 54,331 44,586 Accrued Compensation 7,784 8,235 10,137 Other Accrued Expenses 13,580 13,039 14,796 Dividends Payable 1,745 1,739 1,561 Income Taxes - - 793 Current maturities of long-term debt 4,625 4,732 4,855 -------- -------- -------- Total Current Liabilities 101,756 125,576 123,228 Long-Term Debt, less current maturities 48,953 47,011 11,185 Non-Current liabilities 4,500 - - Deferred Income Taxes 3,825 3,862 3,878 Stockholders' Equity: Common Stock 8,730 8,694 8,672 Additional paid-in capital 7,419 7,020 6,746 Retained Earnings 116,241 116,865 120,725 -------- -------- -------- Total Stockholders' Equity 132,390 132,579 136,143 -------- -------- -------- $291,424 $309,028 $274,434 ======== ======== ======== See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994 (UNAUDITED) Six Months Ended ------------------------------- December 1, December 2, $ in thousands 1995 1994 - -------------- ------------------------------ Cash Flows From Operating Activities - ------------------------------------ Net earnings $ 2,901 $ 10,923 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,972 3,683 Gain on sale of property, plant and equipment (47) (177) Changes in working capital: Receivables (9,626) (32,061) Inventories 40,639 (2,251) Prepaid expenses (1,535) 1,775 Trade accounts payable (19,135) (437) Accrued expenses and other current liabilities 90 275 Income taxes payable - 793 Non-current liabilities 4,500 - Deferred income taxes (37) 148 Other noncurrent assets (1,193) 96 Net cash flows provided by (used in) ------- -------- operating activities 20,529 (17,233) Cash Flows From Investing Activities Acquisitions (8,763) - Proceeds from sale of business 1,273 - Purchase of property, plant and equipment (4,760) (4,161) Proceeds from sale of property, plant and and equipment 500 659 -------- -------- Net cash used in investing activities (11,750) (3,502) Cash Flows From Financing Activities Short-term borrowings (5,500) 27,000 Payments on long-term debt 1,835 (1,700) Proceeds from exercise of stock options 395 598 Dividends on common stock (3,480) (3,112) Net cash (used in) provided by ------- -------- financing activities (6,750) 22,786 Net change in Cash and Cash Equivalents 2,029 2,051 Cash and Cash equivalents at Beginning of Period 2,225 3,227 -------- -------- Cash and Cash Equivalents at End of Period $ 4,254 $ 5,278 ======== ======== Supplemental Disclosure of Cash Flow Information - ------------------------------------------------ Cash paid for: Interest $ 3,513 $ 1,676 Income taxes 44 5,710 See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994 (UNAUDITED) 1. The foregoing unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of results to be expected for the year. 2. The financial information presented herein should be read in conjunction with the consolidated financial statements included in the Registrant's Annual Report on Form 10-K for the fiscal year ended June 2, 1995. 3. The Company is involved in certain legal matters primarily arising in the normal course of business. In the opinion of management, the Company's liability under any of these matters would not materially affect its financial condition or results of operations. 4. The Company discovered a past unauthorized disposal of a substance believed to be dry cleaning fluid on one of its properties. The Company believes that remedial action will be required, including continued investigation, monitoring and treatment of ground water and soil. Based on advice from its environmental experts, the Company has provided $4,500,000 for this remediation, in the first quarter of the current fiscal year. Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations - ----------------------------------------------------------------------- Results of Operations NET SALES Net sales for the second quarter of the 1996 fiscal year, which ended December 1, 1995, decreased by 2.7% from net sales for the second quarter of the previous year. Net sales for the first six months of the current year increased by 5.3% from net sales for the same period of the prior year. Second quarter net sales increases in the Company's Men's Shirts and Men's Slacks groups were offset by declines in Tailored Clothing and Womenswear. Sales from the Company's Ely & Walker (western shirts) division, which was acquired in the first quarter of the current year, were offset by the sale, in the second quarter, of the Company's B.J. Designs Concepts (screen printed sportswear) division. The Company continued to strengthen strategic alliances with its larger, more financially stable customers. Sales to the Company's fifty largest customers continued to outpace the Company's overall sales performance. The Company experienced an overall net sales unit volume decrease of approximately 4.0% while experiencing an overall 1.4% increase in the average sales price per unit during the second quarter of the current year. For the first six months of the current year, the Company experienced a 7.1% increase in overall net sales unit volume while incurring a 1.7% decrease in the average sales price per unit. COST OF GOODS SOLD Cost of goods sold as a percentage of net sales was 83.0% for the second quarter of both the current and prior year and 80.7% for the first six months of both the current and prior year. The Company successfully continued its targeted inventory reduction plan, reduced inventory an additional $29,000,000 in the current quarter, and $40,000,000 in the first half of the current fiscal year. The production curtailment associated with this inventory reduction negatively impacted manufacturing efficiencies and overhead absorption. The Company also reserved amounts for the impending closings of two additional sewing facilities (Bowman, GA and Monticello, GA) and the closure of a wrinkle-free men's shirt wet processing facility (Vidalia, GA). Cost of goods sold was also negatively impacted by the inventory valuation method used in the acquisition of Ely & Walker which eliminated most of that division's gross profit for the first half. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses decreased by 1.1% to $25,596,000 in the second quarter of fiscal 1996 from $25,870,000 in the same period of fiscal 1995. Selling, general and administrative expenses (excluding the environmental charge) increased by 4.1% to $50,914,000 in the first half of fiscal 1996 from $48,918,000 in the same period of fiscal 1995. As a percentage of net sales, selling, general and administrative expenses increased to 13.7% for the second quarter of fiscal 1996 from 13.5% for the second quarter of the prior year, and decreased to 13.5% for the first six months of fiscal 1996 from 13.7% for the first six months of the previous year. Included in selling, general and administrative expenses are start-up costs for the new Tommy Hilfiger Golf line which began shipments in the second fiscal quarter. Also included in selling, general and administrative are costs associated with the continued expansion and reengineering of two distribution centers. INTEREST EXPENSE Net interest expense as a percentage of net sales increased to 1.0% in the second quarter and the first half of fiscal 1996 from 0.5% for the second quarter and first half of fiscal 1995. This increase was due to an increase in average short-term borrowing and long-term debt from the same periods in the prior year. INCOME TAXES The Company's effective income tax rate was 40.0% in fiscal 1996 for both the second quarter and the first half and 40.5% in fiscal 1995 for both the second quarter and the first half. FUTURE OPERATING RESULTS The Company does not expect the widely publicized weakness in apparel retailing to improve dramatically in the near term. Based on the latest reports of holiday apparel sales at retail and the Company's current rate of wholesale order bookings, the Company anticipates continuing difficult business conditions. The Company expects second half sales to be equal to or slightly less than sales in the prior fiscal year. The Company expects second half earnings to be improved over those of the prior year. Subsequent to the second quarter, the Company signed a licensing agreement with Nautica Apparel, Inc. The agreement is for the manufacture and sales of the Nautica men's tailored clothing collection to be launched in the Holiday 1996/Spring 1997 seasons. LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES Operating activities generated $20,529,000 during the first six months of the current year and used $17,233,000 in the first six months of the prior year. The primary factors contributing to this change were a smaller increase in receivables and a decrease in inventory offset by a decrease in net earnings and a larger decrease in trade accounts payable as compared to the first half of the previous year. The accounts receivable balance at the end of the second quarter was actually less than the balance at the end of the comparable period in the prior year due primarily to timing of shipments and, to a lesser extent, to decreased sales. The inventory reduction was the result of the planned inventory control mentioned above achieved through production curtailment. The reduction in trade accounts payable is due to the inventory reduction. INVESTING ACTIVITIES Investing activities used $11,750,000 during the first six months of the current year and used $3,502,000 in the first six months of the prior year. The primary factors contributing to this change were the acquisition of Ely & Walker in the first quarter. During the second quarter, the Company completed the sale of it Los Angeles - based B.J. Design Concepts division. B.J. Designs Concepts was the Company's smallest stand-alone operating division with annual sales of approximately $20,000,000. FINANCING ACTIVITIES Financing activities used $6,750,000 in the first half of fiscal 1996 and generated $22,786,000 in the first half of fiscal 1995. The primary factor contributing to this change was the reduction of short-term borrowings due to the operating and investing activities described above. Due to the exercise of employee stock options, a net of 38,180 shares of the Company's common stock have been issued during the six months ended December 1, 1995 and 74,610 shares have been issued since December 1, 1995 through January 8, 1996. WORKING CAPITAL Working capital increased from $116,619,000 at the end of the second quarter of fiscal 1995 to $143,612,000 at the end of the 1995 fiscal year and decreased to $143,107,000 at the end of the second quarter of fiscal 1996. The ratio of current assets to current liabilities was 1.9 at the end of the second quarter of the prior fiscal year, 2.1 at the end of the 1995 fiscal year and 2.4 at the end of the second quarter of the 1996 fiscal year. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company believes it has the ability to generate cash or has available borrowing capacity to meet its foreseeable needs. The sources of funds primarily include funds provided by operations and short-term borrowings. The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, dividends and repayment of long-term debt. The Company regularly utilizes committed bank lines of credit and other uncommitted bank resources to meet working capital requirements. On December 1, 1995, the Company had available for its use lines of credit with several lenders aggregating $50,000,000. The Company has agreed to pay commitment fees for these available lines of credit. At December 1, 1995 $50,000,000 was in use under these lines. Of the $50,000,000, $40,000,000 is long term. In addition, the Company has $178,000,000 in uncommitted lines of credit, of which $88,000,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. At December 1, 1995, $28,000,000 was in use under these lines of credit. Maximum short-term borrowings from all sources during the first six months of the current year were $125,500,000. The Company anticipates continued use and availability of both committed and uncommitted short-term borrowing resources as working capital needs may require. The Company is actively considering possible acquisitions of apparel-related businesses that are compatible with its long-term strategies. There are no present plans to sell securities or enter into off-balance sheet financing arrangements. ADDITIONAL INFORMATION For additional information concerning the Company's operations, cash flows, liquidity and capital resources, this analysis should be read in conjunction with the Consolidated Financial statements and the Notes to Consolidated Financial statements contained in the Company's Annual Report for fiscal 1995. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 10c 1984 Stoct Option Plan. 11 Statement re computation of per share earnings. 27 Financial Data Schedule (b) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K during the quarter ended December 1, 1995. SIGNATURES 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. OXFORD INDUSTRIES, INC. (Registrant) /s/Ben B. Blount, Jr. --------------------- Date: January 16, 1996 Ben B. Blount Jr. Chief Financial Officer EX-10 2 EXHIBIT 10(C) OXFORD INDUSTRIES, INC. 1984 STOCK OPTION PLAN I. PURPOSE The purpose of the Oxford Industries, Inc. 1984 Stock Option Plan (the "Plan") is to advance the interests of Oxford Industries, Inc. (the "Company") and its stockholders by providing the opportunity for key employees to purchase shares of the Company's common stock through the exercise of stock options and to benefit from the Company's future growth. The Plan is intended to encourage continued service of key employees and to attract able personnel to positions as key employees. II. EFFECTIVE DATE OF PLAN The effective date of this Plan is July 9, 1984, subject to approval by the stockholders of the Company at a duly called Annual Meeting of Stockholders. III. ADMINISTRATION OF THE PLAN This Plan shall be administered by a Stock Option Committee (the "Committee") of not less than three (3) Directors to be appointed by the Board of Directors. No Director shall be appointed to serve as a member of the Committee unless at the time of his appointment he is not eligible and has not at any time within one (1) year prior to such time been eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to this Plan or any other plan of the Company or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights from the Company or any of its affiliates. Any Director appointed to serve as a member of the Committee who thereafter becomes eligible to be selected as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to this Plan or any other plan of the Company or any of its affiliates, effective at the time of such eligibility, shall be deemed to have been removed from the Committee. The term "affiliates" shall have the same meaning for purposes of this Section III as that term has for purposes of regulations adopted under Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"). The interpretation of any provision of this Plan by the Committee and any action taken by the Committee under this Plan or with respect to any option granted hereunder shall be final and binding on all persons. No Committee member shall be personally liable for any interpretation or action made or taken in good faith under this Plan or with respect to any option granted hereunder and, to the extent permitted by law, each member shall be indemnified by the Company against any liability and expenses arising from such interpretation or action. IV. ELIGIBILITY The persons eligible to participate in this Plan as recipients of stock options shall be only those employees that the Committee in its discretion determines to be key employees of the Company or any of the Company's subsidiary corporations ("Subsidiary Corporations"), as defined in Section 425(f) of the Internal Revenue Code of 1954, as amended (the "Code"). Directors of the Company who are otherwise employed by the Company are eligible employees. V. GRANT OF OPTIONS The Committee in its discretion may from time to time grant options to purchase shares of stock to any eligible employees and determine the number of shares which may be subject to each such option. Each option granted pursuant to this Plan shall be expressed in a written agreement between the employee and the Company incorporating such terms and conditions as may be determined by the Committee in its discretion at the time of grant, subject to the terms, conditions and limitations set forth in this Plan. Options granted pursuant to this Plan may be either incentive stock options under Section 422A of the Code ("Incentive Stock Options") or options which do not qualify as Incentive Stock Options, as determined by the Committee in its discretion at the date of grant of each option. VI. OPTION SHARES There shall be an aggregate number of 500,000 shares of $1.00 par value common stock of the Company which may be subject to options granted pursuant to this Plan. The shares may be either authorized and unissued shares or issued shares held in or hereafter acquired for the treasury of the Company. For any number of shares of treasury stock issued pursuant to the exercise of an option, a like number of shares of authorized but unissued stock shall no longer be deemed reserved for issuance pursuant to the exercise of options under this Plan. In the event any shares are subject to options which terminate for any reason without being exercised, such shares shall again become available for issuance pursuant to options hereunder until the termination of the Plan as provided in Section XI hereof. VII OPTION PRICE The purchase price for each share of stock with respect to which an option is granted pursuant to this Plan (the "option price") shall be determined by the, Committee but shall in no event be less than one hundred (100%) percent of the fair market value of the stock at the time such option is granted. Such option price shall be payable according to the payment method specified by the Committee in each option. The payment methods available for selection by the Committee are cash only, common stock of the Company (valued at fair market value as of the day surrendered as payment) or any combination of cash and common stock of the Company. VIII TERMS OF OPTIONS The period during which an option granted under this Plan can be exercised shall commence on the date of grant of the option and continue until such option expires by its terms. No option granted under this Plan shall be exercisable by its terms after the earlier of (a) the expiration of ten (10) years from the date such option is granted, or (b) the expiration of three (3) months from the date the employee first ceases to be an employee of the Company or any of its Subsidiary Corporations for any reason, except as otherwise provided in the terms of the option in accordance with the provisions of this Section VIII relating to death or permanent disability. Any option granted under this Plan may, but shall not be required to, provide either or both of the following: (a) in the event the employee dies prior to expiration of the option, the option may be exercised by the person or persons to whom such right passes by will or inheritance or by the executor or administrator of the employee's estate in whole or in part at any time or within such time as the administrator of the employee's estate in whole or in part at any time or within such time as the Committee may specify in the terms of the option; or (b) in the event the employee first ceases employment with the Company or any of its Subsidiary Corporations because of permanent and total disability (within the meaning of Section 105(d)(4) of the Code) prior to expiration of the option, the option may be exercised by such disabled employee in whole or in part at any time or within such time as the Committee may specify in the terms of the option, but in no event later than the expiration of one (1) year from the date the employee ceases such employment by reason of such disability; provided, however, that in neither such event shall the option be exercisable after the expiration of ten (10) years from the date such option is granted. IX. NON-TRANSFERABILITY Each option granted pursuant to this Plan by its terms shall not be transferable by the employee otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the employee's lifetime, only by him. X. INCENTIVE STOCK OPTION LIMITATIONS No Incentive Stock Option shall be granted to an employee who, immediately before the option is granted, owns stock (taking into consideration the attribution rules of Section 425(b) of the Code) possessing greater than ten (10 %) percent of the total combined voting power of all classes of the Company or any of its Subsidiary Corporations, unless: (a) the option price is at least one hundred ten (110 %) percent of the fair market value of stock subject to the option at the date of grant; and (b) the option by its terms is not exercisable after the expiration of five (5) years from the date the option is granted. No option shall be designated as an Incentive Stock Option under this Plan unless such option by terms is not exercisable while there is outstanding any Incentive Stock Option previously granted to such employee under this Plan or any other plan to purchase stock of the Company or of any corporation which (at the time of the granting of such later option) is a Subsidiary Corporation or parent corporation ("Parent Corporation"), as that term is defined in Section 425(e) of the Code, of the Company or of any predecessor corporation of any of such corporations. For purposes of this Section, an option which has not been exercised in full is considered outstanding until the expiration of the original period during which it could have been exercised. The aggregate fair market value (determined as of the date the option is granted) of the stock for which any employee may be granted Incentive Stock Options in any calendar year under this Plan and all other stock option plans of the Company and any Parent Corporation or Subsidiary Corporations of Company is limited in each such calendar year to $100,000 plus any "unused limit carryover" to that year, as that phrase is used in Section 422A(c)(4) of the Code. XI. TERM OF THE PLAN The term of this Plan shall be from July 9, 1984, until July 8, 1994, unless it shall have so terminated through the issuance pursuant to the exercise of options granted hereunder of the full number of shares authorized pursuant to Section VI hereof . Outstanding options hereunder shall continue to be effective and governed by this Plan until they expire as herein provided even though their expiration dates may be subsequent to the termination of this Plan. XII. TERMINATION OF EMPLOYMENT The employment of any employee shall not be deemed to have terminated if he is transferred to and becomes an employee of a Subsidiary Corporation, or if he is an employee of such a Subsidiary Corporation and is transferred to or becomes an employee of the Company or of another Subsidiary Corporation of the Company. XIII. ADJUSTMENT FOR CHANGES AFFECTING COMMON STOCK The Committee in its discretion, to prevent dilution or enlargement of the rights represented by options, may make appropriate adjustments to the number and kind of shares available for issuance pursuant to options to be granted under this Plan, and to the number, kind and option prices of shares subject to outstanding options under this Plan, to give equitable effect to any reorganization, recapitalization, exchange of shares, stock split, stock dividend, rights offering, combination of shares, merger, consolidation, spin-off, partial liquidation, or other similar transaction affecting the Company's capitalization or corporate structure, including without limitation any "corporate transaction" as that term is used in regulations under Section 425 of the Code. XIV. AMENDMENT OR DISCONTINUANCE OF THE PLAN OR OUTSTANDING OPTIONS The Committee may amend, suspend or discontinue this Plan at any time without restriction for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose permitted by law; provided, however, that the Committee may not (a) increase the maximum number of shares covered by the Plan (other than to increase such number of shares pursuant to the provisions of Section XIII), (b) alter the class of persons eligible to receive options under this Plan, or otherwise materially modify the requirements as to eligibility for participation in this Plan within the meaning of Rule 16b-3 under the 1934 Act, (c) extend the period for granting options under this Plan, (d) alter the membership requirements for the Committee, or (e) materially increase the benefits accruing to eligible employees within the meaning of Rule 16b-3 under the 1934 Act. The Committee may not alter, amend, discontinue, revoke, or otherwise impair any outstanding options which have been granted pursuant to this Plan and which remain unexercised, except (a) as provided in Section XIII, (b) in the event of a dissolution or liquidation of the Company, or (c) in the event there is secured the written consent of the holder of the outstanding option proposed to be so altered or amended. Nothing contained in this Section, however, shall in any way condition or limit the termination of an option under any other provision of this Plan. XV. NO EMPLOYMENT RIGHTS CONFERRED Nothing in this Plan or in any option granted hereunder shall confer upon any person any right of employment or continued employment by the Company or its Subsidiary Corporations or impair the Company's and its Subsidiary Corporations' rights to terminate any person's employment. EX-11 3 EXHIBIT 11 OXFORD INDUSTRIES, INC. COMPUTATION OF PER SHARE EARNINGS SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994 (UNAUDITED) Six Months Ended Quarter Ended ---------------------------------------------------- December 1, December 2, December 1, December 2, 1995 1994 1995 1994 ----------------------------------------------------- Net Earnings $2,901,000 $10,923,000 $2,623,000 $6,067,000 Average Number of Shares Outstanding: Primary 8,802,440 8,842,996 8,793,512 8,834,288 Fully diluted 8,808,214 8,847,507 8,805,171 8,842,878 As reported* 8,707,324 8,655,613 8,714,170 8,665,610 Net Earnings per Common Share: Primary $0.33 $1.24 $0.30 $0.69 Fully diluted $0.33 $1.23 $0.30 $0.69 As reported* $0.33 $1.26 $0.30 $0.70 * Common stock equivalents (which arise solely from outstanding stock options) are not materially dilutive and, accordingly, have not been considered in the computation of reported net earnings per common share. EX-27 4
5 This schedule contains summary financial information extracted from SEC Form 10-Q and is qualified in its entirety by reference to such financial statements. 1000 6-MOS MAY-31-1996 DEC-01-1995 4,254 0 98,656 2,982 130,370 244,863 112,666 73,705 291,424 101,756 0 0 0 8,730 123,660 291,424 376,320 376,320 312,353 312,353 55,414 0 3,717 4,836 1,935 2,901 0 0 0 2,901 .33 .33
EX-99 5 EXHIBIT 99 INDEX OF EXHIBITS INCLUDED HERIN, FORM 10-Q DECEMBER 1, 1995 SEQUENTIAL EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------------------------------------------------------------------- 10c 1984 Stock Option Plan 11-15 11 Statement re computation of per share earnings 16 27 Financial Data Schedule 17 -----END PRIVACY-ENHANCED MESSAGE-----