-----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, I3SQc5uabPpWpw9ZNGp/GNdhEPWUzfiaWbn4qPkwHaz7R1pJDanB9U8/8eqWle0s 2T2Xw9ZAxFa9cNBBxEt0Ng== 0000950144-04-009102.txt : 20040914 0000950144-04-009102.hdr.sgml : 20040914 20040914143329 ACCESSION NUMBER: 0000950144-04-009102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040909 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040914 DATE AS OF CHANGE: 20040914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUSSELL CORP CENTRAL INDEX KEY: 0000085812 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 630180720 STATE OF INCORPORATION: AL FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05822 FILM NUMBER: 041029383 BUSINESS ADDRESS: STREET 1: 755 LEE STREET STREET 2: P.O. BOX 272 CITY: ALEXANDER CITY STATE: AL ZIP: 35011 BUSINESS PHONE: 2565004000 MAIL ADDRESS: STREET 1: 1 LEE ST STREET 2: P O BOX 272 CITY: ALEXANDER CITY STATE: AL ZIP: 35010 FORMER COMPANY: FORMER CONFORMED NAME: RUSSELL MILLS INC DATE OF NAME CHANGE: 19730809 8-K 1 g90951e8vk.htm RUSSELL CORPORATION RUSSELL CORPORATION
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2004

RUSSELL CORPORATION

(Exact name of registrant as specified in its charter)
         
Alabama
(State or other jurisdiction
of incorporation) 		  0-1790
(Commission
File Number) 		  63-0180720
(I.R.S. Employer
Identification No.)
     
3330 Cumberland Blvd., Suite 800, Atlanta, Georgia   30339
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (678) 742-8000

Former name or former address, if changed since last report: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

     The description of the material terms of the Employment Agreement (the “Agreement”), dated August 25, 2004, between Russell Corporation (the “Company”) and Robert D. Koney, Jr. contained in Item 5.02 of this Form 8-K is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On September 9, 2004, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the appointment of Robert D. Koney, Jr., 47, to the position of chief financial officer for the Company. Mr. Koney will join the Company effective September 15, 2004, and the Company anticipates that he will be elected Senior Vice President of the Company at its Board of Directors meeting in October. Mr. Koney served as Vice President, Controller and Chief Accounting Officer of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry headquartered in Charlotte, North Carolina, from 1998 until September 2004. He joined Goodrich Corporation in 1986 as a financial accounting manager, was appointed Assistant Controller of its aerospace segment in 1992, and served as Vice President and Controller for its aircraft wheels and brakes business from 1994 to 1998.

     In connection with his appointment as chief financial officer for the Company, the Company entered into the Agreement, pursuant to which Mr. Koney will receive an annual base salary of $325,000, subject to annual merit increases. He also will be eligible to receive an annual cash bonus of 50% of base salary if target financial objectives are met, up to a maximum of 100% of base salary if such objectives are exceeded. Mr. Koney has been guaranteed a bonus of $112,500 for fiscal 2004, a portion of which is intended to compensate Mr. Koney for his loss of bonus from his former employer.

     Mr. Koney also will be eligible to participate in the Company’s long term incentive programs in accordance with such programs’ terms. This includes the Company’s 2004-2005 Performance Share Award Program, pursuant to which he will receive 15,000 time lapse restricted shares of the Company’s common stock scheduled to vest in equal installments in January and April 2005 and in early 2006. He also will receive a restricted share grant the vesting of which is contingent on the degree to which cumulative earnings per share goals are met during 2004 and 2005. Pursuant to this performance share award, if target EPS goals are met, Mr. Koney will receive 10,000 shares of Company common stock in 2006.

     The Agreement is contingent upon Mr. Koney’s execution of certain non-competition and non-disclosure agreements.

     There have been no transactions since the beginning of the Company’s 2003 fiscal year, or proposed transactions, to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Koney had or is to have a direct or indirect material interest.

 

 

In addition, Mr. Koney has no family relationships with any other executive officer or director of the Company.

Item 9.01. Financial Statements and Exhibits.

(c) See exhibit index.

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 hereunto duly authorized.
         
  RUSSELL CORPORATION
 		  
September 14, 2004  By:   /s/ Floyd G. Hoffman    
    Floyd G. Hoffman   
    Senior Vice President, Corporate Development, General Counsel and Secretary   
 

 

 

EXHIBIT INDEX

     
Exhibit No.
   Description
10.1
  Employment Agreement, dated August 25, 2004, between Russell Corporation and Robert D. Koney, Jr.
 
    
99.1
  Press Release of Russell Corporation dated September 9, 2004.

 

EX-10.1 2 g90951exv10w1.txt EX-10.1 EMPLOYMENT AGREEMENT EXHIBIT 10.1 [RUSSELL CORPORATION LETTERHEAD] August 25, 2004 Mr. Robert D. Koney, Jr. 2500 Sheffield Crescent Court Charlotte, NC 28226 Personal & Confidential Dear Bob: I am pleased to confirm our offer for you to join Russell Corporation as Senior Vice President and Chief Financial Officer based in Atlanta, Georgia. Upon your acceptance, you will be recommended to the Board of Directors for election as a corporate officer as soon as possible, but not later than our next board meeting on October 27, 2004. A recommendation of a Change of Control Employment Agreement will be made subject to formal compensation committee approval as well. The compensation committee chair was already been informed of this recommendation and is supportive. You will report to Jack Ward, Chairman & Chief Executive Officer. As Russell's top financial officer, you will be a key strategic business partner to me, Jon Letzler and the other top executives of the Company. COMPENSATION: Your annual salary will be $325,000, subject to annual merit increases in conjunction with our performance review process each March. In addition, you will be eligible for an annual cash bonus of 50% of base salary at target, with a maximum of 100%. The bonus is based on the achievement of specified annual Company financial objectives. For the remainder of 2004, we will guarantee your bonus at $112,500.00 for 2004 paid in 2005. LONG TERM INCENTIVE GRANT: You will be eligible to participate in Russell's long term incentive programs in accordance with the terms of such programs, which include the fiscal 2004-2005 Performance Share Award Program. For the 2004-2005 performance period, you will receive 25,000 restricted shares of which 10,000 are performance-based shares at the target level and 15,000 are time lapse restricted shares. The time lapse restricted stock will be awarded as follows: 5,000 shares in January 2005, 5000 shares in April 2005 and 5000 shares in early 2006. BENEFITS: Our benefit package offers you many individual options to meet your financial and welfare needs, including Russell's SERP, Executive Physical Program, financial planning assistance (up to 3% of base salary annually) and membership at a luncheon club. In addition, you will be eligible for four (4) weeks vacation annually. Ed Flowers, our SVP, Human Resources, is available to provide you with specific benefit information. Please don't hesitate to call Ed at 678/742-8102. Mr. Robert D. Koney, Jr. August 25, 2004 Page 2 RELOCATION TO ATLANTA: We will pay moving expenses, including the purchase of your home in the Charlotte, NC area in accordance with our relocation policy. This offer is contingent upon your passing a pre-employment background check, drug exam, your execution of a confidentiality agreement in accordance with our Confidentiality Policy and non-compete and non-solicitation of employees agreements. If you have any questions or wish to clarify any elements of this offer, please call either Ed Flowers at 678/742-8102 or me at 678/742-8900. We believe Russell provides an excellent opportunity for you and look forward to hearing from you as soon as possible. Sincerely, /s/ Jack Ward Jack Ward AGREED: /s/ Robert D. Koney, Jr. 25 Aug 04 - ----------------------------- --------- Robert D. Koney, Jr. Date EX-99.1 3 g90951exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [RUSSELL CORPORATION LOGO] For Immediate Release: CONTACT: Roger Holliday (Financial) (678) 742-8181 or Nancy Young (Media) (678) 742-8118 RUSSELL CORPORATION NAMES NEW CHIEF FINANCIAL OFFICER ATLANTA, GA (September 9, 2004) - Russell Corporation (NYSE: RML) announced today that it has named Robert D. Koney, Jr. chief financial officer for the company. Koney, 47, will be responsible for all corporate financial areas as well as investor relations. He will join the company September 15 and it is anticipated that he will be elected a senior vice president of the corporation at the Board of Directors meeting in October. "We are extremely pleased to have someone with Bob's experience in corporate finance joining our team," said Jack Ward, chairman and CEO. "His extensive involvement in all areas of finance will certainly be beneficial to Russell as we go forward with our efforts to build a global sporting goods company." Koney will be joining Russell from Goodrich Corporation, where he has been since 1986. He joined Goodrich as general accounting manager in the specialty chemicals group and then moved to the aerospace segment as assistant controller. In 1994, he was promoted to vice president and controller of the aircraft wheel and brake operations for BF Goodrich Aerospace. After four years in that position, he was named vice president, controller and chief accounting officer for the corporation and has remained in that position since 1998. Prior to Goodrich, Koney had been manager of federal taxation with Picker International for four years and a senior tax accountant. He began his career as a staff auditor with Arthur Andersen & Company in 1978. Koney graduated cum laude from the University of Notre Dame with a B.B.A. degree in accounting and earned his M.B.A. degree from Case Western Reserve University. He received his Certified Public Accountant designation in 1980. About Russell Corporation - ------------------------- Russell Corporation is a leading branded athletic and sporting goods company with over a century of success in marketing athletic uniforms, apparel and equipment for a wide variety of sports, outdoor and fitness activities. The company's brands include: Russell Athletic(R), JERZEES(R), Spalding(R), AAI(R), Huffy Sports(R), Mossy Oak(R), Bike(R), Moving Comfort(R), Dudley(R), Cross Creek(R) and Discus(R). The company's common stock is listed on the New York Stock Exchange under the symbol RML and its website address is http://www.russellcorp.com. ### -----END PRIVACY-ENHANCED MESSAGE-----