-----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, jmexNUIjIIvOU40wq1z5E1HkGzqrc2W2pwb8dwWIlsexNSVsD7gLiQ6R81r4S90R tyJicVdrjoEtuUdkcJqksg== 0000792570-95-000007.txt : 19950613 0000792570-95-000007.hdr.sgml : 19950613 ACCESSION NUMBER: 0000792570-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19950429 FILED AS OF DATE: 19950612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER J INC CENTRAL INDEX KEY: 0000792570 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 042866591 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14681 FILM NUMBER: 95546437 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178289300 MAIL ADDRESS: STREET 1: P O BOX 231 CITY: HYDE PARK STATE: MA ZIP: 02136 10-Q 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 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 0-14681 J. BAKER, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2866591 (State of Incorporation) (I.R.S. Employer Identification Number) 555 Turnpike Street, Canton, Massachusetts 02021 (Address of principal executive offices) (617) 828-9300 (Registrant's telephone number, including area code) The registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to filing such reports for the past 90 days. YES X NO The number of shares outstanding of the registrant's common stock as of April 29, 1995 was 13,847,226. 1 2 J. BAKER, INC. AND SUBSIDIARIES Consolidated Balance Sheets April 29, 1995 (unaudited) and January 28, 1995 April 29, January 28, Assets 1995 1995 ------- --------- ----------- Current assets: Cash and cash equivalents $ 1,666,702 $ 4,915,491 Accounts receivable 32,360,378 25,549,504 Merchandise inventories 348,640,010 333,686,950 Prepaid expenses 8,931,708 8,121,922 Deferred income taxes 2,120,000 2,120,000 ----------- ----------- Total current assets 393,718,798 374,393,867 ----------- ----------- Property, plant and equipment, at cost: Land and buildings 25,000,838 24,988,513 Furniture, fixtures, machinery and equipment 121,398,410 116,900,087 Leasehold improvements 54,833,928 47,448,521 ----------- ----------- 201,233,176 189,337,121 Less accumulated depreciation 63,025,956 58,271,956 ----------- ----------- Net property, plant and equipment 138,207,220 131,065,165 ----------- ----------- Other assets 72,474,087 73,159,234 ------------ ------------ $604,400,105 $578,618,266 ------------ ------------ Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 1,500,000 $ 1,500,000 Accounts payable 110,519,272 120,792,457 Accrued expenses 11,004,518 15,504,950 Income taxes payable - 472,357 ----------- ----------- Total current liabilities 123,023,790 138,269,764 ----------- ----------- Deferred income taxes 6,136,000 6,136,000 Other liabilities 6,351,751 6,377,762 Long-term debt, net of current portion 168,900,000 128,300,000 Senior subordinated debt 5,876,803 5,864,835 Convertible subordinated debt 70,353,000 70,353,000 Stockholders' equity 223,758,761 223,316,905 ----------- ----------- $604,400,105 $578,618,266 ------------ ------------
See accompanying notes to consolidated financial statements. 2 3 J. BAKER, INC. AND SUBSIDIARIES Statements of Consolidated Earnings For the quarters ended April 29, 1995 and April 30, 1994 (Unaudited) Quarter Quarter Ended Ended April 29, 1995 April 30, 1994 -------------- -------------- Sales $231,384,692 $221,338,460 Cost of sales 127,852,826 124,119,268 ----------- ----------- Gross profit 103,531,866 97,219,192 Selling, administrative and general expenses 93,101,690 84,550,572 Depreciation and amortization 6,971,000 5,469,817 ----------- ----------- Operating income 3,459,176 7,198,803 Net interest expense 2,422,523 2,203,018 ----------- ----------- Earnings before income taxes 1,036,653 4,995,785 Taxes on earnings 399,000 1,798,000 ----------- ----------- Net earnings $ 637,653 $ 3,197,785 ----------- ----------- Net earnings per common share: Primary $ 0.05 $ 0.23 -------- -------- Fully diluted $ 0.05 $ 0.22 -------- -------- Number of shares used to compute net earnings per common share: Primary 13,845,796 13,813,399 ---------- ---------- Fully diluted 13,968,470 18,467,411 ---------- ---------- Dividends declared per share $ 0.015 $ 0.015 ---------- ----------
See accompanying notes to consolidated financial statements. 3 4 J. BAKER, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the quarters ended April 29, 1995 and April 30, 1994 (Unaudited) April 29, April 30, 1995 1994 --------- --------- Cash flows from operating activities: Net earnings $ 637,653 $ 3,197,785 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization: Fixed assets 4,754,000 3,572,435 Deferred charges, intangible assets and deferred financing costs 2,228,968 1,910,499 Change in: Accounts receivable (6,085,874) (6,277,665) Merchandise inventories (14,953,060) (35,974,773) Prepaid expenses (809,786) 476,175 Accounts payable (10,273,185) (5,619,223) Accrued expenses (4,500,432) (1,765,209) Income taxes payable (472,357) 1,965,435 Other liabilities 3,905 (90,374) ----------- ----------- Net cash used in operating activities (29,470,168) (38,604,915) ----------- ----------- Cash flows from investing activities: Capital expenditures for: Property, plant and equipment (11,896,055) (11,374,147) Other assets (2,286,769) (801,284) ----------- ----------- Net cash used in investing activities (14,182,824) (12,175,431) ----------- ----------- Cash flows from financing activities: Proceeds from long-term debt 40,600,000 52,300,000 Proceeds from issuance of common stock 11,903 375,012 Payment of dividends (207,700) (207,440) ----------- ---------- Net cash provided by financing activities 40,404,203 52,467,572 ----------- ---------- Net increase (decrease) in cash (3,248,789) 1,687,226 Cash and cash equivalents at beginning of year 4,915,491 3,584,032 ----------- ---------- Cash and cash equivalents at end of period $ 1,666,702 $ 5,271,258 ----------- ----------- Supplemental disclosure of cash flow information: Cash paid for interest $ 1,331,164 $ 681,597 ----------- ----------- Cash paid for income taxes, net $ 1,426,645 $ 1,978,090 ----------- -----------
See accompanying notes to consolidated financial statements 4 5 J. BAKER, INC. AND SUBSIDIARIES NOTES ----- 1] The accompanying unaudited consolidated financial statements, in the opinion of management, include all adjustments (which consist only of recurring accruals) necessary for a fair presentation of the Company's financial position and results of operations. The results for the interim periods are not necessarily indicative of results that may be expected for the entire fiscal year. 2] Primary earnings per share is based on the weighted average number of shares of Common Stock outstanding during such period. Stock options and warrants are excluded from the calculation since they have less than a 3% dilutive effect. Fully diluted earnings per share is based on the weighted average number of shares of Common Stock outstanding during such period. Included in this calculation is the dilutive effect of stock options and warrants. The calculation for the quarter ended April 30, 1994 also included the dilutive effect of common stock issuable under the 7% convertible subordinated notes due 2002. The common stock issuable under the 7% convertible subordinated notes were not included in the calculation for the quarter ended April 29, 1995 because they were antidilutive. 3] On November 10, 1993, a federal jury in Minneapolis, MN returned a verdict assessing royalties of $1,550,000, and additional damages of $1,500,000 against the Company in a patent infringement suit brought by Susan Maxwell with respect to a device used to connect pairs of shoes. Certain post trial motions were filed by Susan Maxwell seeking treble damages, attorney's fees and injunctive relief, which motions were granted on March 10, 1995. Judgment will be entered for Maxwell. The Company intends to appeal the judgment and believes it has substantial legal arguments to justify the judgment being overturned at the appellate level. In the event the Company were not to prevail, however, total damages, including attorney's fees and interest, are estimated to be approximately $10 million. A complaint was also filed by Susan Maxwell in November, 1992 against Morse Shoe, Inc. ("Morse"), a subsidiary of the Company, alleging infringement of the patent referred to above. The case is currently in the discovery phase, and a trial date has not yet been set. The Company believes that Ms. Maxwell's recovery against Morse, if any, will be less than her recovery against the Company because the number of allegedly infringing pairs of shoes is substantially less than those involved in the Company's case. Further, the Company believes that any recovery may be limited to the number of pairs allegedly infringing the patent during the time period after the confirmation of Morse's Chapter 11 Plan of Reorganization on December 20, 1991. 5 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. All references herein to fiscal 1996 and fiscal 1995 relate to the years ending February 3, 1996 and January 28, 1995, respectively. Results of Operations First Quarter Fiscal 1996 versus First Quarter Fiscal 1995 Net sales increased by $10.0 million to $231.4 million in the first quarter of fiscal 1996 from $221.4 million in the first quarter of fiscal 1995. Sales in the Company's footwear operations increased by $2.2 million primarily due to a sales increase in the Company's SCOA licensed shoe division as a result of SCOA's acquisition of new licensed departments during the last three quarters of fiscal 1995. The increase in SCOA's sales was partially offset by a $13.0 million decrease in wholesale footwear sales (which is a result of the closing of all wholesale footwear departments serviced by the Company during the second quarter of fiscal 1995) and a 5.9% decrease in comparable retail footwear sales (Comparable retail footwear sales increases/decreases are based upon comparisons of weekly sales volume in licensed departments and Parade of Shoes and Fayva shoe stores which were open in corresponding weeks of the two comparison periods). Sales in the Company's specialty apparel operations increased by $7.8 million due to an increase in the number of Casual Male Big & Tall stores and Work 'n Gear stores in operation during the first quarter of fiscal 1996 over the first quarter of fiscal 1995, partially offset by a 0.9% decrease in comparable specialty apparel store sales. (Comparable specialty apparel store sales increases/decreases are based upon comparisons of weekly sales volume in Casual Male Big & Tall stores and Work 'n Gear stores which were open in corresponding weeks of the two comparison periods.) Cost of sales constituted 55.3% of sales in the first quarter of fiscal 1996 as compared to 56.1% of sales in the first quarter of fiscal 1995. This decrease was attributable primarily to a relative increase in sales in divisions which have lower costs of sales. Cost of sales in the company's footwear operations was 56.6% of sales in the first quarter of fiscal 1996 as compared to 57.1% of sales in the first quarter of fiscal 1995. The decrease in such percentage is primarily attributable to a lower cost of sales in the SCOA licensed division as compared to the Company's other retail shoe divisions, coupled with the elimination of wholesale sales, which have a higher cost of sales than retail sales. These factors were partially offset by higher markdowns as a percentage of sales. Cost of sales in the Company's specialty apparel operations was 50.7% of sales the first quarter of fiscal 1996 as compared to 52.0% of sales in the first quarter of fiscal 1995 due to an increase in initial markup on merchandise purchases partially offset by higher markdowns as a percentage of sales. Selling, administrative and general expenses increased $8.6 million or 10.1% in the first quarter of fiscal 1996 as compared to the first quarter of fiscal 1995 primarily due to an increase in the number of licensed departments and specialty apparel stores in operation, partially offset by a decrease in overhead expenses. As a percentage of sales, selling, administrative and general expenses were 40.2% in the first quarter of fiscal 1996 as compared to 38.2% in the first quarter of fiscal 1995. Selling, administrative and general expenses in the Company's footwear operations were 39.4% of sales in the first quarter of fiscal 1996 as compared to 37.1% of sales in the first quarter of fiscal 1995. This increase was primarily due to the elimination of wholesale footwear sales, partially offset by a relative increase in licensed footwear sales, which have lower selling, administrative and general expenses than those in the Company's Parade of Shoes and Fayva divisions. Selling, administrative and general expenses in the Company's specialty apparel operations were 43.0% of sales in the first quarter of fiscal 1996 as compared to 42.5% in the first quarter of fiscal 1995 primarily due to an increase in store level expenses. Depreciation and amortization expense increased by $1.5 million in the first quarter of fiscal 1996 as compared to the first quarter of fiscal 1995 due to an increase in depreciable and amortizable assets. As a result of the above described effects, the Company's operating income decreased by 51.9% to $3.5 million in the first quarter of fiscal 1996 from $7.2 million in the first quarter of fiscal 1995. As a percentage of sales, operating income was 1.5% in the first quarter of fiscal 1996 as compared to 3.3% in the first quarter of fiscal 1995. 6 7 Net interest expense increased $220,000 to $2.4 million in the first quarter of fiscal 1996 from $2.2 million in the first quarter of fiscal 1995 primarily due to higher levels of borrowings and higher interest rates. Taxes on earnings for the first quarter of fiscal 1996 were $399,000, yielding an effective tax rate of 38.5%, as compared to taxes of $1.8 million, yielding an effective tax rate of 36.0% in the first quarter of fiscal 1995. Net earnings for the first quarter of fiscal 1996 were $638,000 as compared to earnings of $3.2 million in the first quarter of 1995, a decrease of 80.1%. Financial Condition April 29, 1995 versus January 28, 1995 The increase in accounts receivable at April 29, 1995 from January 28, 1995 is primarily due to seasonal factors, licensed sales in April being higher than licensed sales in January. Merchandise inventories at April 29, 1995 were higher than at January 28, 1995 primarily due to a seasonal increase in the average inventory level per location and a net increase of 32 in the number of stores and licensed departments in operation. The increase in net property, plant and equipment is the result of the company incurring capital expenditures of approximately $11.9 million in the first quarter of fiscal 1996 primarily for the opening of new stores, the renovation of existing units and the purchase of computer equipment. The ratio of accounts payable to merchandise inventory was 31.7% at April 29, 1995 as compared to 36.2% at January 28, 1995. This decrease is primarily the result of the company's decision to reduce the average financing terms of its foreign purchases. Accrued expenses at April 29, 1995 decreased from the balance at January 28, 1995 primarily due to payment of acquisition related costs and expenses. Debt increased $40.6 million to $245.1 million at April 29, 1995 from $204.5 million at January 28, 1995 primarily due to additional borrowings under the company's revolving line of credit to meet seasonal working capital needs and to fund capital expenditures. Liquidity and Capital Resources The Company currently has a $270 million revolving credit facility on an unsecured basis with Shawmut Bank, N.A., The First National Bank of Boston, Fleet Bank of Massachusetts, N.A., Citizens Savings Bank, NatWest Bank N.A., The Yasuda Trust and Banking Co., Ltd., Bank Hapoalim B.M., National City Bank, Columbus, and Standard Chartered Bank (the "Banks"). As amended to date, the aggregate commitment amount will be reduced by $20 million on October 1, 1995, and by $10 million on each December 29th of 1995 and 1996. Borrowings under the revolving credit facility bear interest at variable rates and, at the discretion of the Company, can be in the form of loans, bankers' acceptances and letters of credit. This facility expires in June, 1997. As of April 29, 1995, the Company had outstanding obligations under the revolving credit facility of $227.4 million, consisting of loans, obligations under bankers' acceptances and letters of credit. 7 8 Following is a table showing actual and planned store openings by division for fiscal 1996: Actual Openings Planned Openings Total First Second-Fourth Actual/ Division Quarter Fiscal Quarter Fiscal Planned 1996 1996 Openings --------------- ---------------- --------- Licensed 27 90 117 Parade of Shoes 4 1 5 Fayva 3 3 6 Casual Male 32 43 75 Work 'n Gear 3 3 6
Offsetting the above actual and planned store openings, the Company has closed 31 licensed departments, one Parade of Shoes store and five Fayva stores during the first quarter of fiscal 1996, and has plans to close approximately an additional 19 licensed departments, 25 Fayva stores and 20 Parade of Shoes stores during the second through fourth quarters of fiscal 1996. The information on store openings and closings reflects management's current plans and should not be interpreted as an assurance of actual future developments. The Company believes that amounts available under its revolving credit facility, along with internally generated funds, will be sufficient to meet its operating and capital requirements under ordinary circumstances through the end of the current fiscal year. 8 9 PART II - OTHER INFORMATION Item 6.Exhibits and Reports on Form 8-K (a)The Exhibits in the Exhibit Index are filed as part of this report. (b)No reports on Form 8-K were filed by the registrant during the quarter for which this report is filed. 9 10 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. J. BAKER, INC. By:/s/Alan I. Weinstein -------------------------- Alan I. Weinstein Senior Executive Vice President and Principal Financial Officer Date: Canton, Massachusetts June , 1995 By:/s/Philip Rosenberg --------------------------- Philip Rosenberg First Senior Vice President and Treasurer (Chief Accounting Officer) Date: Canton, Massachusetts June , 1995 10 11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________________ EXHIBITS Filed with Quarterly Report on Form 10-Q of J. BAKER, INC. 555 Turnpike Street Canton, MA 02021 For the Quarter ended April 29, 1995 11 12 EXHIBIT INDEX Exhibit - -------- 4. Instruments Defining the Rights of Security Holders, ---------------------------------------------------- Including Indentures -------------------- (.01) Fifth Amendment Agreement to Revolving Credit ** Agreement by and among JBI, Inc., et al, and Shawmut Bank, N.A., et al, dated May 19, 1995, attached. (.02) Assumption Agreement between TCMB&T, Inc. and ** Shawmut Bank, N.A., dated as of May 19, 1995, attached. (.03) Second Amendment to Pledge Agreement among JBI, ** Inc., et al, and Shawmut Bank, N.A., et al, dated as of May 19, 1995, attached. 10. Material Contracts ------------------ (.01) Amendment to Employment Agreement, between Alan ** I. Weinstein and J. Baker, Inc., dated April 25, 1995, attached. (.02) Amendment to Employment Agreement, between Larry ** I. Kelley and J. Baker, Inc., dated May 2, 1995, attached. (.03) Amendment to Employment Agreement, between Dennis ** B. Tishkoff and J. Baker, Inc., dated April 25, 1995, attached. 11. Computation of Primary and Fully Diluted Earnings Per ** ----------------------------------------------------- Share, attached. --------------- 27. Financial Data Schedule, attached. ** ----------------------------------
* Incorporated herein by reference ** Included herein 12 EX-4 2 EXHIBIT 4.01 ------------ [EXECUTION COUNTERPART] FIFTH AMENDMENT AGREEMENT FIFTH AMENDMENT AGREEMENT dated as of May 19, 1995, among JBI, INC., a Massachusetts corporation (the "Borrower"); J. BAKER, INC., a Massachusetts corporation ("Baker"); BANK HAPOALIM B.M. ("Hapoalim") and NATIONAL CITY BANK, COLUMBUS ("National City" and, together with Hapoalim, the "New Banks"); each of the other banks that is a signatory hereto (together with the New Banks, individually, a "Bank" and, collectively, the "Banks"); THE FUJI BANK, LIMITED (the "Retiring Bank"); and SHAWMUT BANK, N.A., a national banking association, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent"). The Borrower, Baker, certain of the Banks and the Agent are parties to a Revolving Credit and Loan Agreement dated as of February 1, 1993 (as amended by the First Amendment and Waiver Agreement relating thereto dated as of November 19, 1993, by the Second Amendment Agreement relating thereto dated as of April 29, 1994, by the Third Amendment Agreement relating thereto dated as of December 1, 1994 and by the Fourth Amendment Agreement relating thereto dated as of March 6, 1995, and as in effect on the date hereof, the "Credit Agreement"). The Borrower and Baker have requested that the Credit Agreement be amended to, among other things, (1) add the New Banks as parties to the Credit Agreement as "Banks" thereunder, (2) delete the Retiring Bank as a Bank party to the Credit Agreement, (3) increase the Aggregate Commitment Amount by $20,000,000 during the period from the Effective Date to September 30, 1995, and (4) provide for the TCM Transfer, as hereinafter defined, and the Banks and the Agent are prepared to agree to such amendments upon the terms and conditions hereof. Accordingly, the parties hereto hereby agree as follows, effective on the Effective Date (as defined below): Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Effective on the Effective Date (as defined below), the Credit Agreement and the other Operative Documents and Financing Agreements shall be amended as follows: A. The first paragraph of the introduction to the Credit Agreement is amended to read in its entirety as follows: "This Agreement made as of February 1, 1993, by and among JBI, INC., a Massachusetts corporation (the "BORROWER"), J. BAKER, INC., a Massachusetts corporation ("BAKER"), SHAWMUT BANK, N.A., a national banking association ("SHAWMUT"), THE FIRST NATIONAL BANK OF BOSTON, a national banking association ("FNB"), FLEET BANK OF MASSACHUSETTS, N.A., a national banking association ("FLEET- MASS"), NATWEST BANK N.A., a national banking association ("NATWEST"), BANK HAPOALIM B.M., an Israeli bank ("HAPOALIM"), NATIONAL CITY BANK, COLUMBUS, a national banking association ("NATIONAL CITY"), CITIZENS BANK OF MASSACHUSETTS, a Massachusetts stock savings bank ("CITIZENS"), STANDARD CHARTERED BANK, an English bank ("STANDARD CHARTERED"), and THE YASUDA TRUST & BANKING CO., LTD., a Japanese bank ("YASUDA") (SHAWMUT, FNB, FLEET-MASS, NATWEST, HAPOALIM, NATIONAL CITY, CITIZENS, STANDARD CHARTERED and YASUDA each being sometimes referred to herein as a "BANK" and collectively as "BANKS"), and SHAWMUT BANK, N.A., as agent (in such capacity, the "AGENT")." B. The fourth "Whereas" clause is amended by deleting therefrom the words "in an aggregate principal amount at any one time outstanding up to but not exceeding $250,000,000". C. Article I of the Credit Agreement is amended by changing the definitions of "AGGREGATE COMMITMENT AMOUNT" and "QUALIFIED SUBSIDIARY" to read in their entirety as set forth below, and by adding the new definitions thereto set forth below (and inserting the same in the appropriate alphabetical locations): "`AGGREGATE COMMITMENT AMOUNT' shall mean the sum of Two Hundred Fifty Million Dollars ($250,000,000.00) or such lesser amount as shall be established from time to time pursuant to Article VI; provided, that during the period from and including the Effective Date of the Fifth Amendment Agreement dated as of May 19, 1995 relating hereto to and including September 30, 1995, the AGGREGATE COMMITMENT AMOUNT shall mean the sum of Two Hundred Seventy Million Dollars ($270,000,000.00) or such lesser amount as shall be established from time to time pursuant to Article VI." "'QUALIFIED SUBSIDIARY' shall mean TCM, WGS, MORSE and TCMB&T." "`HAPOALIM' is defined in the Recitals." "`NATIONAL CITY' is defined in the Recitals." "'TCM Transfer'" shall mean the establishment of TCMB&T as a wholly-owned SUBSIDIARY of TCM and the contribution by TCM to TCMB&T of the majority of the retail operations of TCM. "'TCMB&T'" shall mean TCMB&T, Inc., a Massachusetts corporation and a wholly-owned SUBSIDIARY of TCM. D. Section 6.01 of the Credit Agreement is amended in its entirety to read as follows: The COMMITMENT PERCENTAGE of each BANK shall be: COMMITMENT BANK PERCENTAGE SHAWMUT 27.7% FNB 20.4% FLEET-MASS 14.8% NATWEST 11.1% HAPOALIM 5.6% NATIONAL CITY 5.6% STANDARD CHARTERED 5.6% CITIZENS 4.6% YASUDA 4.6% TOTAL: 100.0%."
E. Section 6.02.1 of the Credit Agreement is amended in its entirety to read as follows: "6.02.1 The COMMITMENT AMOUNT of each BANK shall, to and including September 30, 1995, be: COMMITMENT BANK AMOUNT SHAWMUT $ 75,000,000 FNB 55,000,000 FLEET-MASS 40,000,000 NATWEST 30,000,000 HAPOALIM 15,000,000 NATIONAL CITY 15,000,000 STANDARD CHARTERED 15,000,000 CITIZENS 12,500,000 YASUDA 12,500,000 TOTAL: $270,000,000
provided, however, that the COMMITMENT AMOUNT of each BANK from and including October 1, 1995 shall be: COMMITMENT BANK AMOUNT SHAWMUT $ 69,250,000 FNB 51,000,000 FLEET-MASS 37,000,000 NATWEST 27,750,000 HAPOALIM 14,000,000 NATIONAL CITY 14,000,000 STANDARD CHARTERED 14,000,000 CITIZENS 11,500,000 YASUDA 11,500,000 TOTAL: $250,000,000.
Nothing in this Section 6.02.1 shall derogate from the provisions of Section 6.03." E. Each reference in Section 10.05(d)(ii), (iii) and (iv) of the Credit Agreement to "TCM" is amended to refer instead to "TCM or TCMB&T". F. The reference in Section 10.12.1 of the Credit Agreement to "TCM" is amended to refer instead to "TCM or TCMB&T". G. Section 16.02(c) of the Credit Agreement is hereby amended by inserting the following at the end thereof: Bank Hapoalim B.M. 70 Federal Street Boston, Massachusetts 02110 Attn: Mr. Martin B. Goodstine Telephone (617) 457-1857; Telefax (617) 542-0015 National City Bank, Columbus 155 East Broad Street Columbus, Ohio 43251-0034 Attn: Mr. Ralph Kaparos Telephone (614) 463-7296; Telefax (614) 463-6770 Standard Chartered Bank 160 Water Street New York, New York 10038-4995 Attn: Mr. Leonard Tee, Vice President Telephone (212) 612-0486; Telefax (212) 612-0225 The Yasuda Trust and Banking Company, Ltd. 666 Fifth Avenue Suite 801 New York, New York 10103 Attn: Mr. Joel J. Powers, Vice President Telephone (212) 373-5729; Telefax (212) 373-5796." H. The reference in Section 21.03 of the Credit Agreement to "Article XIX" is changed to read "Article XVIII". Section 3. Waiver and Consent. Effective as of the Effective Date, each Bank (other than the Retiring Bank but including each New Bank) hereby consents to (i) the establishment of TCMB&T as a wholly-owned Subsidiary of TCM and (ii) the TCM Transfer, and agrees that such transactions shall be permitted notwithstanding Sections 10.07, 10.08 or 10.10 of the Credit Agreement. Section 4. New Banks and Retiring Bank. Effective on the Effective Date, (a) the Retiring Bank shall cease to be a "Bank" party to the Credit Agreement and shall be released and discharged from its obligations under the Credit Agreement, without prejudice, however, to the liabilities (if any) of the Retiring Bank under Section 13.11 of the Credit Agreement or any other provision of the Credit Agreement with respect to events or circumstances occurring or arising prior to the Effective Date, and provided that the Retiring Bank shall continue to benefit from the provisions of Section 5.09 and Article XVIII of the Credit Agreement with respect to events and circumstances occurring prior to the Effective Date and (b) each New Bank shall become a "Bank" party to the Credit Agreement having the Commitment Percentage and Commitment Amount specified herein and all of the rights and remedies, and all of the obligations, of a "Bank" under the Credit Agreement and all related documents. Section 5. Representations and Warranties. Each of the Borrower, Baker, TCM and TCMB&T hereby represents and warrants to the Banks and the Agent as of the Effective Date that (1) after giving effect to the amendments set forth herein and to the TCM Transfer and to the other transactions contemplated hereby, no Default has occurred and is continuing, (2) the representations and warranties set forth in Article VIII of the Credit Agreement are true and complete as if made on and as of the Effective Date and as if each reference in said Article VIII to "this Agreement" and "the Notes" included reference to this Agreement and to the New Notes, as defined in Section 6(c) hereof (provided that the representation and warranty set forth herein shall not be deemed to be inaccurate solely by reason of the failure of any information contained in any of Exhibits G (solely as the information therein relates to Section 8.04 or 8.05 of the Credit Agreement), N, O, P, Q and R to the Credit Agreement to remain true), (3) the amendments contemplated by Section 2 hereof do not require any consent under any agreement, instrument or other document (including, without limitation, the Convertible Subordinated Notes, the Senior Subordinated Notes and the Subordinated Convertible Debentures) including, without limitation, any consent necessary to cause the Loans and the Revolving Notes to be Obligations to which the Subordinated Indebtedness shall be subordinated under the subordination agreement(s) referred to in Section 1.110 of the Credit Agreement, (4) the representations and warranties of TCMB&T in the Assumption Agreement referred to in Section 6(d) hereof and of TCM in the Second Amendment to Pledge Agreement referred to in Section 6(e) hereof are true and (5) the effecting of the TCM Transfer will not contravene any provision of law or regulation (including without limitation any applicable bulk sales law) or any contract or agreement binding TCM or any other Obligor. The foregoing shall be deemed to be representations and warranties made in an Operative Document for purposes of Section 11.01(d) of the Credit Agreement). Section 6. Conditions Precedent. The Effective Date shall be the date on which the Agent notifies the Borrower, Baker and the Banks in writing that it has received the following documents, each of which shall be in form and substance satisfactory to the Agent: (a) counterparts of this Agreement duly executed and delivered by each of the parties hereto; (b) the Revolving Note issued under the Credit Agreement to the Retiring Bank, marked "canceled"; (c) a Revolving Note duly executed by the Borrower payable to the order of each New Bank, dated the Effective Date, in a principal amount equal to the Commitment Amount of such New Bank (each, a "New Note"); (d) an Assumption Agreement in substantially the form of Exhibit A hereto (the "Assumption Agreement"), duly executed and delivered by TCMB&T and the Agent; (e) a Second Amendment to Pledge Agreement in substantially the form of Exhibit B hereto (the "Second Amendment to Pledge Agreement") duly executed and delivered by TCM and the Agent, and a certificate or certificates evidencing all of the outstanding shares of stock of TCMB&T, accompanied by undated stock powers duly executed by TCM in blank; (f) evidence that all amounts owing under the Credit Agreement to the Retiring Bank, as certified to the Agent by the Retiring Bank, have been paid in full; (g) evidence that the New Banks have made Revolving Loans to the Borrower in such amounts as may be required so that the respective principal amounts of the Revolving Loans of all Banks are in proportion to the Commitment Percentages set forth in Section 2.C hereof; (h) evidence that each Guarantor and each Pledgor under the Pledge Agreement has expressly consented to the terms hereof by signing at the foot hereof; (i) certified copies of the charter and by-laws (or equivalent documents) of each Obligor, including TCMB&T (or, in the alternative, except as to TCMB&T, a certification to the effect that none of such documents has been modified since delivery thereof on the Closing Date pursuant to the Credit Agreement and of all corporate authority for each Obligor (including, without limitation, board of director resolutions and evidence of the incumbency of officers for each Obligor, including TCMB&T) with respect to the execution, delivery and performance of (i) this Agreement and the Credit Agreement as amended hereby (in the case of the Borrower and Baker), (ii) this Agreement (in the case of each other Obligor), (iii) the New Notes (in the case of the Borrower), (iv) the Assumption Agreement (in the case of TCMB&T and (v) the Second Amendment to Pledge Agreement (in the case of TCM), and each other document to be delivered by each Obligor from time to time in connection with the Credit Agreement as amended hereby (and the Agent and each Bank may conclusively rely on such certificate until it receives notice in writing from each Obligor to the contrary); (j) an opinion of Goodwin, Procter & Hoar, counsel to the Obligors, with respect to the transactions contemplated by this Agreement and the Credit Agreement and all other Operative Documents and Financing Agreements as amended hereby (and each Obligor hereby instructs such counsel to deliver such opinion to the Banks and the Agent), as to such matters relating hereto as the Agent may require; and (k) such other documents relating to the transactions contemplated by this Agreement as the Agent or any Bank or special counsel to the Agent may reasonably request. Section 7. References. All references in the Credit Agreement and in each Operative Document and Financing Agreement (including references to the Credit Agreement as amended hereby) to the "Credit Agreement" (and indirect references thereto such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. All references in the Credit Agreement and in each Operative Document and Financing Agreement to "the Notes" shall be deemed to include reference to the New Notes. Section 8. Miscellaneous. Except as expressly herein provided, the Credit Agreement and all other Operative Documents and Financing Agreements shall remain unchanged and in full force and effect. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Each Bank irrevocably authorizes the Agent to enter into the Assumption Agreement and the Second Amendment to Pledge Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by, and construed in accordance with, the law of The Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. JBI, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President J. BAKER, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President SHAWMUT BANK, N.A. By /s/Roger A. Stone ------------------------- Name: Roger A. Stone Title: Director THE FIRST NATIONAL BANK OF BOSTON By /s/Mitchell B. Feldman ------------------------- Name: Mitchell B. Feldman Title: Director FLEET BANK OF MASSACHUSETTS, N.A. By /s/Barrie King ------------------------- Name: Barrie King Title: Vice President NATWEST BANK N.A. (formerly "National Westminster Bank USA") By /s/Alfred R. Bonfantino ------------------------- Name: Alfred R. Bonfantino Title: Vice President BANK HAPOALIM B.M. By /s/Martin B. Goodstine ------------------------- Name: Martin B. Goodstine Title: Vice President By /s/Paul J. Bresler ------------------------- Name: Paul J. Bresler Title: Vice President NATIONAL CITY BANK, COLUMBUS By /s/Brian T. Strayton ------------------------- Name: Brian T. Strayton Title: Vice President STANDARD CHARTERED BANK By /s/K. M. Davis ------------------------- Name: Kristina M. Davis Title: Vice President By /s/Leonardo A. Tee ------------------------- Name: Leonardo A. Tee Title: Vice President CITIZENS BANK OF MASSACHUSETTS By /s/Samuel S. Philbrick ------------------------- Name: Samuel S. Philbrick Title: Sr. Vice President THE YASUDA TRUST AND BANKING COMPANY, LTD. By /s/Joel J. Powers ------------------------- Name: Joel J. Powers Title: Vice President SHAWMUT BANK, N.A., as Agent By /s/Roger A. Stone ------------------------ Name: Roger A. Stone Title: Director Retiring Bank THE FUJI BANK, LIMITED By /s/Katsunori Nozawa ------------------------- Name: Katsunori Nozawa Title: Vice President & Manager We hereby acknowledge, consent and agree to the terms of the foregoing Fifth Amendment Agreement and confirm that our obligations under the Guarantee and the Pledge Agreement shall remain unchanged and in full force and effect. Dated: May 19, 1995 SPENCER COMPANIES, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President SPENCER NO. 301 CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President JBI HOLDING CO., INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President THE CASUAL MALE, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President TCMB&T, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WGS CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President TCM HOLDING COMPANY, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President MORSE SHOE, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President BUCKMIN, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ELM EQUIPMENT CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President JARED CORPORATION By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE (CANADA) LTD. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE INTERNATIONAL, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ISAB, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WHITE CAP FOOTWEAR, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President EX-4 3 EXHIBIT 4.02 ------------ EXHIBIT A [FORM OF ASSUMPTION AGREEMENT] ASSUMPTION AGREEMENT dated as of May 19, 1995 between TCMB&T, INC., a Massachusetts corporation ("TCMB&T"), and SHAWMUT BANK, N.A., as Agent. WHEREAS, J. Baker, Inc., a Massachusetts corporation ("Baker"), entered into a Revolving Credit and Loan Agreement dated as of February 1, 1993, as amended (as further amended by the Fifth Amendment referred to below and as otherwise modified and supplemented and in effect from time to time, the "Credit Agreement") with JBI, Inc., a Massachusetts corporation (the "Borrower"), the Banks party thereto, and Shawmut Bank, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent") (except as otherwise defined in this Agreement, terms defined in the Credit Agreement referred to below are used herein as defined therein); WHEREAS, to induce the Banks to enter into the Credit Agreement and to extend credit thereunder, Baker and certain subsidiaries of Baker and the Borrower (the "Subsidiary Guarantors") entered into a Guarantee Agreement (as from time to time amended, the "Guarantee") dated as of February 1, 1993 with the Agent; WHEREAS, Baker, the Borrower and each of the Subsidiary Guarantors also entered into a Pledge Agreement (as from time to time amended, the "Pledge Agreement") dated as of February 1, 1993 with the Agent; WHEREAS, Baker, the Borrower, the Banks and the Agent have entered into a Fifth Amendment Agreement (the "Fifth Amendment") dated as of even date herewith relating to the Credit Agreement; and WHEREAS, TCMB&T has become a Subsidiary of Baker after the date of the Credit Agreement as a part of the TCM Transfer described in the Fifth Amendment and Baker is required under Section 7.02 of the Credit Agreement to cause TCMB&T to become a party to the Guarantee, it is a condition precedent to the effectiveness of the Fifth Amendment that TCMB&T execute and deliver an Assumption Agreement in substantially the form hereof, and TCMB&T desires to become a party to the Guarantee; NOW, THEREFORE, to induce the Banks and the Agent to enter into the Fifth Amendment and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and recognizing that the continuation and increase in the amount of credit to the Borrower under the Credit Agreement is expected to be of financial benefit to TCMB&T, effective as of the date hereof TCMB&T hereby: (1) agrees, pursuant to Section 7.02 of the Credit Agreement, that effective on the date hereof it shall be a party to, and a "Subsidiary Guarantor" for all purposes of, the Guarantee, as if it were an original signatory thereto, and that it shall have, and it hereby unconditionally and irrevocably assumes, all of the obligations of a Subsidiary Guarantor thereunder; (2) joins in each of the representations and warranties set forth in Section 8 of the Guarantee and represents and warrants to the Agent and the Banks that the representations and warranties set forth in said Section 8 are true and complete on the date hereof with respect to TCMB&T as if made on and as of the date hereof, and as if each reference in said Section to "this Agreement" referred to this Agreement and the Guarantee as supplemented hereby (and the foregoing shall be deemed to be a representation or warranty made in an Operative Document for purposes of Section 11.01(d) of the Credit Agreement); (3) agrees that nothing in this Agreement shall release, alter or in any way affect any of the obligations of any of the other Subsidiary Guarantors under the Guarantee, nor any of the obligations of any other party to the Credit Agreement or any other Operative Document or Financing Agreement; and (4) agrees that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, TCMB&T has caused this Agreement to be executed and delivered as of the day and year first above written. TCMB&T, INC. By /s/Alan I. Weinstein ------------------------- Title: Sr. Exec. Vice President SHAWMUT BANK, N.A., as Agent By /s/Roger A. Stone ------------------------ Title: Director Agreed: SUBSIDIARY GUARANTORS SPENCER COMPANIES, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President SPENCER NO. 301 CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President JBI HOLDING CO., INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President THE CASUAL MALE, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WGS CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President TCM HOLDING COMPANY, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President MORSE SHOE, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President BUCKMIN, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ELM EQUIPMENT CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President JARED CORPORATION By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE (CANADA) LTD. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE INTERNATIONAL, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ISAB, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WHITE CAP FOOTWEAR, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President EX-4 4 EXHIBIT 4.03 ------------ EXHIBIT B [FORM OF SECOND AMENDMENT TO PLEDGE AGREEMENT] SECOND AMENDMENT dated as of May 19, 1995, among JBI, INC., a Massachusetts corporation (the "Borrower"); J. BAKER, INC., a Massachusetts corporation ("Baker"); each of the Subsidiary Guarantors that is a signatory hereto (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"); and SHAWMUT BANK, N.A., a national banking association, as agent for the Banks party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Agent"). The Borrower, Baker, the Banks and the Agent are parties to a Revolving Credit and Loan Agreement dated as of February 1, 1993 (as heretofore modified and supplemented and in effect from time to time, the "Credit Agreement"). The Borrower, Baker, the Subsidiary Guarantors and the Agent are parties to a Pledge Agreement dated as of February 1, 1993 (as heretofore modified and supplemented and in effect on the date hereof, the "Pledge Agreement"). The Borrower, Baker, the Banks and the Agent have entered into a Fifth Amendment (the "Fifth Amendment") dated as of even date herewith relating to the Credit Agreement. TCMB&T, Inc., a Massachusetts corporation ("TCMB&T"), has become a Subsidiary of Baker after the date of the Credit Agreement as a result of the TCM Transfer described in the Fifth Amendment and Baker is required under Section 7.04 of the Credit Agreement to cause the pledge to the Agent for the benefit of the Banks and the Agent, as collateral security for the Secured Obligations (as defined in the Pledge Agreement), of all of the issued and outstanding shares of capital stock of all classes of TCMB&T, and it is a condition precedent to the effectiveness of the Fifth Amendment that the parties hereto execute and deliver a Second Amendment to the Pledge Agreement in substantially the form hereof. To induce the Banks and the Agent to enter into the Fifth Amendment and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and recognizing that the continuation and increase in the amount of credit to the Borrower under the Credit Agreement is expected to be of financial benefit to Baker and the Subsidiary Guarantors, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Pledge Agreement are used herein as defined therein. Section 2. Amendments. Effective as of the date hereof, the Pledge Agreement and other Operative Documents and Financing Agreements shall be amended as follows: A. TCMB&T shall be deemed to be an "Issuer" for all purposes of the Pledge Agreement. B. Annex 1 to the Pledge Agreement shall be amended by inserting beneath the name of Baker the following: " Certificate Registered Description Issuer Nos. Owner of Shares TCMB&T The Casual Male, Inc." C. References in each of the Credit Agreement and the other Operative Documents and Financing Agreements to the Pledge Agreement or words of like import (including indirect references thereto) shall be deemed to be references to the Pledge Agreement as amended hereby. Section 3. Representations and Warranties. Baker represents and warrants to the Agent that, as of the date hereof, after giving effect to the waivers and amendments contemplated by the Fifth Amendment and to the assumption and amendments contemplated by the Assumption Agreement (as defined in the Fifth Amendment) and to this Second Amendment to Pledge Agreement: (a) the representations and warranties set forth in Section 2 of the Pledge Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Section 2 to "this Agreement" included reference to this Agreement and (b) the certificates described in Section 2.B hereof evidence all of the issued and outstanding shares of capital stock of all classes of TCMB&T owned beneficially or of record by TCM (and the foregoing shall be deemed to be representations and warranties made in an Operative Document for purposes of Section 11.01(d) of the Credit Agreement). Section 4. Miscellaneous. Except as herein provided, the Pledge Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall be governed by, and construed in accordance with, the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. JBI, INC. By /s/Alan I. Weinstein ------------------------- Title: Sr. Exec. Vice President J. BAKER, INC. By /s/Alan I. Weinstein ------------------------- Title: Sr. Exec. Vice President THE CASUAL MALE, INC. By /s/Alan I. Weinstein ------------------------- Title: Sr. Exec. Vice President SHAWMUT BANK, N.A., as Agent By /s/Roger A. Stone ------------------------ Title: Director Agreed: SUBSIDIARY GUARANTORS SPENCER COMPANIES, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President SPENCER NO. 301 CORP. By /s/Alan I. Weinstein ---------------------- Name: Alan I. Weinstein Title: Sr. Exec. Vice President JBI HOLDING CO., INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President TCMB&T, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WGS CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President TCM HOLDING COMPANY, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: President MORSE SHOE, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President BUCKMIN, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ELM EQUIPMENT CORP. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President JARED CORPORATION By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE (CANADA) LTD. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President MORSE SHOE INTERNATIONAL, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President ISAB, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President WHITE CAP FOOTWEAR, INC. By /s/Alan I. Weinstein ------------------------ Name: Alan I. Weinstein Title: Sr. Exec. Vice President EX-10 5 EXHIBIT 10.01 AMENDMENT TO EMPLOYMENT AGREEMENT DATED MARCH 25, 1993 Reference is made to the Executive Employment Agreement dated as of March 25, 1993 as amended on April 27, 1994 (the "Agreement") by and between J. Baker, Inc. and Alan I. Weinstein. Pursuant to paragraph 19 of the Agreement and in order to further amend certain provisions of the Agreement, the Agreement is hereby further amended as follows: 1. Paragraph 6 of the Agreement is hereby amended by deleting the phrase "ending on April 1, 1996" in the fifth line thereof and inserting in its place the phrase "ending on April 1, 1997". 2. All other terms of the Agreement shall remain unchanged and continue in full force and effect. J. BAKER, INC. /s/Jerry M. Socol April 25, 1995 ---------------------------- -------------------- By: Jerry M. Socol Date President and Chief Executive Officer /s/Alan I. Weinstein April 25, 1995 ----------------------------- -------------------- Alan I. Weinstein Date EX-10 6 EXHIBIT 10.02 AMENDMENT TO EMPLOYMENT AGREEMENT DATED MARCH 25, 1993 Reference is made to the Executive Employment Agreement dated as of March 25, 1993 as amended on April 27, 1994 (the "Agreement") by and between J. Baker, Inc. and Larry I. Kelley. Pursuant to paragraph 19 of the Agreement and in order to further amend certain provisions of the Agreement, the Agreement is hereby further amended as follows: 1. Paragraph 3 of the Agreement entitled "Compensation" is hereby amended by deleting the figure "$271,000" in the third line thereof and inserting in its place the figure "$283,000". 2. Paragraph 6 of the Agreement is hereby amended by deleting the phrase "ending on April 1, 1996" in the fifth line thereof and inserting in its place the phrase "ending on April 1, 1997". 3. All other terms of the Agreement shall remain unchanged and continue in full force and effect. J. BAKER, INC. /s/Jerry M. Socol May 2, 1995 --------------------------- ------------------ By: Jerry M. Socol Date President and Chief Executive Officer /s/Larry I. Kelley May 2, 1995 -------------------------- ----------------- Larry I. Kelley Date EX-10 7 EXHIBIT 10.03 AMENDMENT TO EMPLOYMENT AGREEMENT DATED NOVEMBER 19, 1993 Reference is made to the Executive Employment Agreement dated as of November 19, 1993 as amended on February 8, 1995 (the "Agreement") by and between J. Baker, Inc. and Dennis B. Tishkoff. Pursuant to paragraph 19 of the Agreement and in order to further amend certain provisions of the Agreement, the Agreement is hereby further amended as follows: 1. Paragraph 3 of the Agreement entitled "Compensation" is hereby amended by deleting the figure "$255,000" in the second line thereof and inserting in its place the figure "$270,000". 2. Paragraph 6 of the Agreement is hereby amended by deleting the phrase "ending on November 19, 1995" in the fifth line thereof and inserting in its place the phrase "ending on April 1, 1997". 3. All other terms of the Agreement shall remain unchanged and continue in full force and effect. J. BAKER, INC. /s/Jerry M. Socol April 25, 1995 ----------------------------- --------------------- By: Jerry M. Socol Date President and Chief Executive Officer /s/Dennis B. Tishkoff April 25, 1995 ---------------------------- --------------------- Dennis B. Tishkoff Date EX-11 8 EXHIBIT 11 J. BAKER, INC. AND SUBSIDIARIES Computation of Primary and Fully Diluted Earnings Per Share* (Unaudited) Quarter Ended April 29, April 30, 1995 1994 ---------- ---------- PRIMARY: Net Earnings $ 637,653 $3,197,785 ---------- ---------- Weighted average number of common shares outstanding 13,845,796 13,813,399 ---------- ---------- Earnings Per Share $0.046 $0.231 ---------- ---------- ASSUMING FULL DILUTION: Net Earnings (1) $ 637,653 $3,981,785 ---------- ---------- Weighted average number of common shares outstanding 13,845,796 13,813,399 Dilutive effect of outstanding stock options 122,674 312,927 Dilutive effect of convertible subordinated debt - 4,341,085 ---------- ---------- Weighted average number of common shares as adjusted 13,968,470 18,467,411 ---------- ---------- Earnings per share $0.046 $0.216 ---------- ----------
1 For the purpose of calculating fully diluted earnings per share for the quarter ended April 30, 1994, the conversion of the 7% convertible debt results in an after tax benefit from reduced interest expense. * This calculation is submitted in accordance with Item 601(b)(11) of Regulation S-K. EX-27 9
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF J. BAKER, INC. FOR THE QUARTER ENDED APRIL 29, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 U.S. DOLLARS 3-MOS FEB-03-1996 JAN-29-1995 APR-29-1995 1 1,666,702 0 32,360,378 0 348,640,010 393,718,798 201,233,176 (63,025,956) 604,400,105 123,023,790 245,129,803 6,923,613 0 0 216,835,148 604,400,105 231,384,692 231,384,692 127,852,826 127,852,826 0 0 2,422,523 1,036,653 399,000 637,653 0 0 0 637,653 0.05 0.05
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