Incorporated in Delaware | I.R.S. Employer Identification Number: | |
220 Hickory Street | 25-0691670 | |
Warren, Pennsylvania 16366 | ||
(814) 723-3600 |
TITLE OF EACH CLASS | NAME OF EACH EXCHANGE ON WHICH REGISTERED | |
Common Stock, without nominal or par value | American Stock Exchange |
ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
2
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
3
Business | ||||||||||||
Position with | Director | Experience During | ||||||||||
Name | Age | Company | Since | Past Five Years | ||||||||
Harriet Edelman
|
51 | Director | 2001 | Director, Hershey Foods Corp. (makers of chocolate and candy products), April 2003 present; Senior Vice President, Business Transformation and Chief Information Officer, Avon Products, Inc. (direct seller of cosmetics, clothing, toys, perfume, jewelry, books and videos), New York, NY, January 2000 present. | ||||||||
Cynthia A. Fields
|
57 | Director | 2003 | Director, Boston Proper (retailer of womens apparel), June 2001 present; President, CFC Consulting (consulting firm), June 2000 present. | ||||||||
John O. Hanna
|
75 | Director | 1992 | Member of Executive Committee, January 2000 present; Director, JLB Service Bank, August 2003 present; Chairman of the Board of Directors, Northwest Bancorp, Inc. (savings and loan holding company), Warren, PA, July 2001 July 2003; Director, President and Chief Executive Officer, Northwest Bancorp, Inc., Warren, PA, November 1994 July 2001; Chairman, Northwest Savings Bank, Warren, PA, July 1998 July 2003; Director, Jamestown Savings Bank (depository institution), Jamestown, NY, November 1995 June 2005; President and Chief Executive Officer, Jamestown Savings Bank, Jamestown, NY, July 1998 July 2003. | ||||||||
Jerel G. Hollens
|
54 | Director | 2006 | Independent consultant, November 2005 present; Senior Vice President Supply Chain, Dicks Sporting Goods (online sporting goods retailer), Pittsburgh, PA, September 2003 November 2005; Vice President Business Design, Gap Inc. (specialty retailer), San Francisco, CA, July 2001 April 2003; Vice President Supply Chain, Toys R Us (toy store), Paramus, NJ, March 1997 July 2001. |
4
Business | ||||||||||||
Position with | Director | Experience During | ||||||||||
Name | Age | Company | Since | Past Five Years | ||||||||
Craig N. Johnson
|
65 | Chairman of the Board | 1997 | Chairman of the Board, April 2003 present; Member of Executive Committee, January 2000 present; Managing Director and Partner, Glenthorne Capital, Inc. (financial advisory and investment banking services), Philadelphia, PA, February 1994 February 2002. | ||||||||
Murray K. McComas
|
70 | Director | 1977 | Member of Executive Committee 1987-2003; Chairman of the Board, April 1987 April 2003. | ||||||||
Ronald L. Ramseyer
|
64 | Director | 2001 | Executive Vice President Chief Marketing Officer, Casual Male Retail Group, Inc. (big and tall mens clothing retailer), Canton, MA, March 2005 present; Consultant strategic planning & multi-channel marketing, Ramseyer Direct (consulting firm), November 2002 February 2005; President of Direct Marketing, Bass Pro Shops (outdoor gear retailers), Springfield, MO, April 2001 November 2002; President and Chief Executive Officer, Macys By Mail, Inc. (mail order apparel catalogue), September 1997 March 2001. | ||||||||
Michael A. Schuler
|
57 | Director | 2003 | President and Chief Executive Officer, Westny Building Products Co.,( a distributor of residential and commercial window and door products), December 2003 present; President and Chief Executive Officer, Donerail Investments, Ltd. (private investment partnership), Bradford, PA, March 2001 December 2003; Chairman of Audit Committee, National City Corporation (financial holding company), Cleveland, OH 2000 2002; Board Member, Audit Committee Member, Public Policy Committee Member, National City Corporation, Cleveland, OH, 1996 2002; Chairman, President and Chief Executive Officer, Zippo Manufacturing Co. (retailer of lighters, pocket knives, key holders, money clips, writing instruments and tape measures), Bradford, PA, September 1986 March 2001. | ||||||||
Shelley J. Seifert
|
52 | Director | 2006 | Executive Vice President, National City Corporation, Cleveland, OH, 2004-present; Director of Corporate Human Resources, National City Corporation, 1994-2004. Human Resources Director, National Processing Company, 1991-1994; Compensation and Development Director, National City Corporation, 1988-1991; Compensation and Benefits Manager, First Kentucky National Bank, 1982-1998; Financial Analyst, First Kentucky National Bank, 1979-1982. |
5
Executive | ||||||||||||
Position with | Officer | Business Experience During | ||||||||||
Name | Age | Company | Since | Past Five Years | ||||||||
Daniel R. Blair
|
38 | Interim Vice President (Human Resources) |
2003 | Interim Vice President (Human Resources), October 2006 present; Corporate Human Resources Representative, March 2001 October 2006; Corporate Secretary, April 2003 October 2006. | ||||||||
Cynthia L. Dziendziel
|
47 | Vice President (Customer Services) |
2005 | Vice President (Customer Services), October 2005 present; Merchandising Director (Menswear) October 2004 October 2005; General Manager, The Bon Ton (department stores offering apparel, cosmetics, home furnishings, bedding and furniture and fine jewelry), February 1992 October 2004. | ||||||||
David N. Elliott
|
53 | Senior Vice President (Merchandising and Design) | 2004 | Senior Vice President (Merchandising and Design), October 2005 present; Senior Vice President (Womenswear), July 2004 October 2005; Vice President and General Merchandising Manager, Ross Simons (retailer of jewelry, luxury items and gifts), Cranston, RI, 2003 July 2004; Executive Vice President, Merchandising and Product Development, Petals, Inc. (retailer of flowers, wedding accessories, bridal jewelry and unity candles), Tarrytown, NY, 1994 2003. | ||||||||
Beth W. English
|
43 | Vice President (Advertising) |
2006 | Vice President (Advertising), July 2006 present; Interim General Manager (Advertising); January 2006-July 2006; Design Director, June 2004 July 2006; Merchandising Manager, January 2001 June 2004. |
6
Executive | ||||||||||||
Position with | Officer | Business Experience During | ||||||||||
Name | Age | Company | Since | Past Five Years | ||||||||
Audrey C. Garrett
|
46 | Senior Vice President (Marketing Development) |
2006 | Senior Vice President (Marketing Development), September 2006 present; Direct Marketing Consultant, August 2004-September 2006; Direct Mail Director, Office Depot, Delray Beach, FL, March 2003-May 2004; Chief Operating Officer, skinstore.com, Boca Raton, FL, October 2000-July 2002; Vice President Specialty Catalogs, Seta Corporation of Boca, Inc., November 1998-April 1999; President, Transamerica Mailings Inc., Cleveland, OH, June 1997-October 1998; Executive Vice President, Transamerica Mailings Inc., Cleveland, OH, January 1996-June 1997; Vice President, Marketing, Transamerica Mailings Inc., Cleveland OH, September 1990-January 1996. | ||||||||
Herbert G. Hotchkiss
|
36 | Corporate Counsel and Secretary | 2006 | Corporate Counsel, July 2006 present; Corporate Secretary, July 2006 present; Associate, Hahn Loeser & Parks LLP, Cleveland, OH, July 2004 July 2006; Associate, Calfee Halter & Griswold LLP, Cleveland, OH, August 2000 June 2004. | ||||||||
Adelmo S. Lopez
|
41 | President & CEO | 2006 | President & CEO, January 2007 present; Senior Vice President (CFO/COO), September 2006 January 2007; Group General Manager, Russell Corporation, Atlanta, GA, March 2006-August 2006; Vice President, Mass Retail, Russell Corporation, Atlanta, GA, January 2005-March 2006; Vice President & Chief Financial Officer, Dole Fresh Fruit International, San Jose, Costa Rica, November 2002-May 2004; Regional Vice President, Frito Lay, Florida, February 2002-November 2002; Group Vice President and Chief Financial Officer, Sara Lee Corp. , Branded Apparel, Latin American Group, Boca Raton, FL, June 1999-February 2002. | ||||||||
Jeffrey H. Parnell
|
45 | Vice President (Marketing) |
2000 | Vice President (Marketing), March 2001 present. | ||||||||
Larry J. Pitorak
|
60 | Chief Financial Officer, Senior Vice President and Chief Administrative Officer | 2005 | Chief Financial Officer, Senior Vice President and Chief Administrative Officer, January 2007 present; Vice President, September 2006 January 2007; Interim Chief Financial Officer, September 2005 September 2006; Partner, Tatum LLC, (executive services and consulting firm), Cleveland, OH, 2002 present; Senior Vice President-Finance, Treasurer and Chief Financial Officer, The Sherwin-Williams Company (manufacturer and retailer of paints, coatings and related products), Cleveland, OH, 1973 2001. |
7
Executive | ||||||||||||
Position with | Officer | Business Experience During | ||||||||||
Name | Age | Company | Since | Past Five Years | ||||||||
Michael A. Rowe
|
52 | Chief Information Officer and Vice President (Information Services) | 2000 | Chief Information Officer, July 2002 present; Vice President (Information Services), January 2000 present. | ||||||||
Randall A. Scalise
|
52 | Vice President (Fulfillment) |
1993 | Vice President (Fulfillment), March 2001 present. | ||||||||
Lawrence R. Vicini
|
58 | Vice President (Merchandise Procurement) |
1992 | Vice President (Merchandise Procurement) October 2005 present; Vice President (International Trade) June 1992 October 2005; Director and President, Blair International Holdings, Inc., December 2000 present; Director, Blair International, Ltd., January 2001 present; Director, Blair International Singapore Pte. Ltd., January 2001 present. |
8
n
|
Attract and retain executives to serve as leaders of the corporation | |
n
|
Align executive goals, objectives and rewards with long-term stockholder interests | |
n
|
Foster a pay for performance culture; and | |
n
|
Provide market based compensation programs aligned with the 50th percentile and commensurate with the executives contribution and commitment to the Company. |
n
|
The compensation program will be fair and competitive, from an internal and external perspective, taking into account the role and distinct responsibilities of each executive. | |
n
|
A significant portion of an executives compensation will be at risk and linked to the achievement of both corporate and individual goals and changes in shareholder value. | |
n
|
Retirement benefits will provide financial stability following employment but will not be the focal point of why executives choose to work for the Company. | |
n
|
The use of perquisites and other executive benefits will be negligible and of minimal cost to the Company. | |
n
|
All compensation program elements taken as a whole will help focus executives to achieve the Companys financial goals. |
9
n
|
Understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics | |
n
|
Identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and |
10
n
|
Serve as a basis for developing salary adjustments and short-term and long-term incentive awards for the Compensation Committees approval. |
Pre-Established | ||||||||||||||||||||
2006 | 2006 Short-Term Incentive Goals | |||||||||||||||||||
Performance | Actual | |||||||||||||||||||
Measure | Weight | Performance | Threshold | Target | Maximum | |||||||||||||||
Corporate
Income Before Income Taxes |
90 | % | ($449,790 | ) | $18.0mm | $25.7mm | $33.4mm | |||||||||||||
Individual
Performance Objectives |
10 | % | Varies by Executive |
11
n
|
Increases in long-term total shareholder return (stock price appreciation plus dividends); | |
n
|
Increases in long-term earnings before income taxes; and | |
n
|
Continued loyalty and employment with the Company |
n
|
Time-vesting restricted stock ¾ 50% | |
n
|
Performance shares/cash or combination ¾ 50% |
12
Corporate Earnings Before | Award to Executive as a Percent of Target | |||
Income Taxes | Opportunity | |||
Below $50.47 million | No payout | |||
$50.47 million | 50% (minimum award) | |||
$72.1million | 100% (target award) | |||
$93.73 million or greater | 200% (maximum award) |
n
|
Equity grant guidelines are developed by our consultant and are determined by using the binomial pricing model which includes an assumption for the closing price of Company common stock when the grants will be made and a weighting of the type of equity grants to be made, i.e., time-vesting restricted stock or performance shares. | |
n
|
The Chief Executive Officer recommends actual equity grants for each of the executive officers to the Compensation Committee, generally at the first meeting of the year, and any grants to the CEO are determined by the Committee. |
13
n
|
Tax return preparation | |
n
|
Estate planning | |
n
|
Financial planning |
14
Change in Pension | ||||||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||||||
Name | Non-Equity | Nonqualified | ||||||||||||||||||||||||||||||||||
and | Stock | Option | Incentive Plan | Deferred | All Other | |||||||||||||||||||||||||||||||
Principal | Salary | Bonus | Awards | Awards | Compensation | Compensation | Compensation | Total | ||||||||||||||||||||||||||||
Position | Year | ($) | ($) | ($) | ($) | ($) | Earnings ($) | ($) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
John Zawacki |
2006 | 490,147 | | 188,686 | | | | 160,506 | (4) | 839,339 | ||||||||||||||||||||||||||
President & CEO(1) |
||||||||||||||||||||||||||||||||||||
Adelmo Lopez |
2006 | 99,618 | 50,000 | | | | | 94,920 | (5) | 244,538 | ||||||||||||||||||||||||||
Executive Vice
President, COO &
CFO (2) |
||||||||||||||||||||||||||||||||||||
Larry Pitorak |
2006 | 317,546 | | | | | | 41,806 | (6) | 359,352 | ||||||||||||||||||||||||||
Vice President (3) |
||||||||||||||||||||||||||||||||||||
David Elliott |
2006 | 331,968 | | 99,374 | | | | 105,979 | (7) | 537,321 | ||||||||||||||||||||||||||
Sr. Vice President |
||||||||||||||||||||||||||||||||||||
Randall Scalise |
2006 | 296,944 | | 21,440 | | | | 39,373 | (8) | 357,757 | ||||||||||||||||||||||||||
Vice President |
||||||||||||||||||||||||||||||||||||
Lawrence Vicini |
2006 | 283,162 | | 17,145 | | | | 87,996 | (9) | 388,303 | ||||||||||||||||||||||||||
Vice President |
(1) | As of December 31, 2006. Mr. Zawacki subsequently resigned as the President and Chief Executive Officer effective January 21, 2007. | |
(2) | As of December 31, 2006. Mr. Lopez was promoted to President and Chief Executive Officer effective January 21, 2007. | |
(3) | Mr. Pitorak served as the Interim CFO until September 11, 2006. After that, he remained with the Company in the position of Vice President. On January 23, 2007, he became the Senior Vice President, Chief Financial Officer and Chief Administrative Officer. | |
(4) | Includes $129,021 for tax gross-up related to vesting of a stock award and $27,854 for payment of unused accumulated vacation time. | |
(5) | Includes $36,240 for relocation, moving expenses and temporary housing costs, $24,338 for tax gross-up related to such costs and $34,342 for payment of unused accumulated vacation time. | |
(6) | Includes $28,024 for payment of unused accumulated vacation time. Also includes value of corporate housing and tax gross-up on corporate housing. | |
(7) | Includes $67,950 for tax gross-up related to vesting of a stock award and $32,257 for unused accumulated vacation time. | |
(8) | Includes $25,679 for payment of unused accumulated vacation time and $12,669 for tax gross-up related to vesting of a stock award. | |
(9) | Includes $72,568 for payment of unused accumulated vacation time and $10,783 for tax gross-up related to vesting of a stock award. |
All Other | ||||||||||||||||||||||||||||||||
All Other | Option | |||||||||||||||||||||||||||||||
Estimated | Stock | Awards: | Exercise or | |||||||||||||||||||||||||||||
Equity | Awards: | Number of | Base Price | |||||||||||||||||||||||||||||
Payments | Number of | Securities | of Option | |||||||||||||||||||||||||||||
Estimated Future Payouts | under Long- | Shares of | Underlying | Awards | ||||||||||||||||||||||||||||
under Long-Term | Term Incentive | Stock or Units | Options (#) | ($/Sh) | ||||||||||||||||||||||||||||
Incentive Plan | Programs | (i) | (j) | (k) | ||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Grant | ||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | Value ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||||||||||
John Zawacki |
1/20/06 | 198,205 | 396,410 | 792,820 | 347,870 | | | | ||||||||||||||||||||||||
Adelmo Lopez |
N/A | | | | | 20,000 | | | ||||||||||||||||||||||||
Larry Pitorak |
N/A | | | | | | | | ||||||||||||||||||||||||
David Elliott |
1/20/06 | 64,720 | 129,440 | 258,880 | 113,260 | | | | ||||||||||||||||||||||||
Randall Scalise |
1/20/06 | 26,292.50 | 52,585 | 105,170 | 44,495 | | | | ||||||||||||||||||||||||
Lawrence Vicini |
1/20/06 | 26,292.50 | 52,585 | 105,170 | 44,495 | | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Plan | ||||||||||||||||||||||||||||||||||||
Awards: | ||||||||||||||||||||||||||||||||||||
Market | ||||||||||||||||||||||||||||||||||||
Equity | Equity | or Payout | ||||||||||||||||||||||||||||||||||
Incentive | Incentive | Value of | ||||||||||||||||||||||||||||||||||
Plan | Plan Awards: | Unearned | ||||||||||||||||||||||||||||||||||
Awards: | Number of | Shares, | ||||||||||||||||||||||||||||||||||
Number of | Number of | Number of | Number of | Unearned | Units or | |||||||||||||||||||||||||||||||
Securities | Securities | Securities | of Shares | Shares, Units | Other | |||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | Option | or Units of | Market Value of | or Other | Rights That | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Exercise | Option | Stock That | Shares or Units of | Rights That | Have Not | ||||||||||||||||||||||||||||
Options(#) | Options (#) | Unearned | Price | Expiration | Have Not | Stock That Have | Have Not | Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options (#) | ($) | Date | Vested (#) | Not Vested ($) | Vested (#) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)(1) | (i) | (j) | |||||||||||||||||||||||||||
John Zawacki |
5,101 | | | $ | 17.10 | 04/16/11 | ||||||||||||||||||||||||||||||
26,502 | | | $ | 19.30 | 04/15/12 | |||||||||||||||||||||||||||||||
26,502 | | | $ | 23.60 | 04/15/13 | 29,750 | (2) | 974,313 | N/A | N/A | ||||||||||||||||||||||||||
Adelmo Lopez |
| | | N/A | N/A | 20,000 | 655,000 | N/A | N/A | |||||||||||||||||||||||||||
Larry Pitorak |
| | | N/A | N/A | | | N/A | N/A | |||||||||||||||||||||||||||
David Elliott |
| | | N/A | N/A | 14,360 | 470,290 | N/A | N/A | |||||||||||||||||||||||||||
Randall Scalise |
2,067 | | | $ | 23.60 | 04/15/13 | 4,799 | 157,167 | N/A | N/A | ||||||||||||||||||||||||||
Lawrence Vicini |
2,067 | | | $ | 23.60 | 04/15/13 | 4,211 | 137,910 | N/A | N/A |
(1) | Market value based on closing price of $32.75 on December 29, 2006 (last business day of the year). | |
(2) | Does not include 6,880 shares forfeited by Mr. Zawacki upon his retirement from Blair effective April 1, 2007. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Number of Shares | |||||||||||||||
Acquired on Exercise | Value Realized On | Acquired on Vesting | Value Realized on | |||||||||||||
Name | (#) | Exercise ($) | (#) | Vesting ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
John Zawacki |
| | 5,360 | 188,686 | ||||||||||||
Adelmo Lopez |
| | | | ||||||||||||
Larry Pitorak |
| | | | ||||||||||||
David Elliott |
| | 3,640 | 99,374 | ||||||||||||
Randall Scalise |
3,484 | 64,938 | 575 | 21,440 | ||||||||||||
Lawrence Vicini |
| | 454 | 17,145 |
Executive Payments Upon | Involuntary Not-For- | |||||||||||||||
Termination | Death | Disability | Cause Termination | Change in Control | ||||||||||||
Severance Payments | | | $ | 471,994 | (2) | $ | 1,651,978 | (3) | ||||||||
Long-Term Incentive Plan* |
$ | 348,413 | (1) | $ | 348,413 | (1) | | $ | 2,162,475 | |||||||
Stock Options
(Unvested And Accelerated) |
$ | 1,245,300 | $ | 1,245,300 | $ | 1,245,300 | $ | 1,245,300 | ||||||||
Restricted Stock
(Unvested And Accelerated) |
$ | 1,391,875 | $ | 1,391,875 | $ | 1,391,875 | $ | 1,391,875 | ||||||||
Tax Gross-Up |
$ | 509,437 | $ | 509,437 | $ | 509,437 | $ | 559,422 |
* | This portion of the Long-Term Incentive Plan does not include restricted stock awarded upon plan inception. | |
(1) | The Long-Term Incentive Plan Agreement entitles Mr. Zawacki to a pro-rated value of the award earned (no award for the 2004 Plan, assumed at target performance for the 2005 Plan and the 2006 Plan), determined at the end of the Performance Period (3 Years), such pro-ration calculated by multiplying the ratio of the number of months he was employed during the Performance Period (24 months in the 2005 Plan, 12 months in the 2006 Plan) to the total number of months in the Performance Period (36) by the value of the award earned ($324,415 at target for the 2005 Plan and $396,410 at target for the 2006 Plan). | |
(2) | The Corporate Severance Policy entitles Mr. Zawacki to 2 weeks of base pay for each completed year of continuous service (34), not to exceed 52 weeks of base pay ($471,994). | |
(3) | The Change-In-Control Agreement entitles Mr. Zawacki to a cash lump sum equal to one-twelfth of the severance period (36) multiplied by his base salary ($471,994), plus the greater of the average Annual Incentive Plan bonus award earned in the three most recent complete fiscal years preceding the date of the termination or the target Annual Incentive Plan bonus award for the year in which the termination occurs ($235,997), plus a cash lump sum equal to one-twelfth of the Severance Period (36) multiplied by his target award opportunity in the Long-Term Incentive Plan ($324,415 for the 2005 Plan and $396,410 for the 2006 Plan). |
Executive Payments Upon | Involuntary Not-For- | |||||||||||||||
Termination | Death | Disability | Cause Termination | Change in Control | ||||||||||||
Severance Payments |
| | $ | 555,017 | $ | 1,835,256 | (2) | |||||||||
Long-Term Incentive Plan* |
| | | | ||||||||||||
Stock Options (Unvested And Accelerated) |
| | | | ||||||||||||
Restricted Stock
(Unvested And Accelerated) |
$ | 850,000 | $ | 850,000 | $ | 170,000 | $ | 850,000 | ||||||||
Tax Gross-Up |
| | | $ | 658,697 |
* | This portion of the Long-Term Incentive Plan does not include restricted stock awarded upon plan inception. | |
(1) | Mr. Lopezs offer letter entitles him to 18 months of base pay ($555,017). | |
(2) | The Change-In-Control Agreement entitles Mr. Lopez to a cash lump sum equal to one-twelfth of the severance period (36) multiplied by his base salary ($370,011), plus the greater of the average Annual Incentive Plan bonus award earned in the three most recent complete fiscal years preceding the date of the termination or the target Annual Incentive Plan bonus award for the year in which the termination occurs ($170,205). |
Executive Payments Upon | Involuntary Not-For- | |||||||||||||||
Termination | Death | Disability | Cause Termination | Change in Control | ||||||||||||
Severance Payments |
| | $ | 249,766 | (2) | $ | 574,463 | (3) | ||||||||
Long-Term Incentive Plan* |
$ | 45,528 | (1) | $ | 45,528 | (1) | | $ | 189,170 | |||||||
Stock Options
(Unvested And Accelerated) |
$ | 39,066 | $ | 39,066 | $ | 39,066 | $ | 39,066 | ||||||||
Restricted Stock
(Unvested And Accelerated) |
$ | 288,958 | $ | 288,958 | $ | 251,558 | $ | 288,958 | ||||||||
Tax Gross-Up |
$ | 55,070 | $ | 55,070 | $ | 55,070 | $ | 87,037 |
* | This portion of the Long-Term Incentive Plan does not include restricted stock awarded upon plan inception. | |
(1) | The Long-Term Incentive Plan Agreement entitles Mr. Scalise to a pro-rated value of the award earned (no award for the 2004 Plan, assumed at target performance for the 2005 Plan and the 2006 Plan), determined at the end of the Performance Period (3 Years), such pro-ration calculated by multiplying the ratio of the number of months he was employed during the Performance Period (24 months in the 2005 Plan, 12 months in the 2006 Plan) to the total number of months in the Performance Period (36) by the value of the award earned ($42,000 at target for the 2005 Plan and $52,585 at target for the 2006 Plan). | |
(2) | The Corporate Severance Policy entitles Mr. Scalise to 2 weeks of base pay for each completed year of continuous service (33), not to exceed 52 weeks of base pay ($249,766). | |
(3) | The Change-In-Control Agreement entitles him to a cash lump sum equal to one-twelfth of the severance period (24) multiplied by his base salary ($249,766), plus the greater of the average Annual Incentive Plan bonus award earned in the three most recent complete fiscal years preceding the date of the termination or the target Annual Incentive Plan bonus award for the year in which the termination occurs ($74,930), plus a cash lump sum equal to one-twelfth of the Severance Period (24) multiplied by his target award opportunity in the Long-Term Incentive Plan ($42,000 for the 2005 Plan and $52,585 for the 2006 Plan). |
18
Executive Payments Upon | Involuntary Not-For- | |||||||||||||||
Termination | Death | Disability | Cause Termination | Change in Control | ||||||||||||
Severance Payments |
| | $ | 334,214.40 | (2) | $ | 1,470,543 | (3) | ||||||||
Long-Term Incentive Plan* |
$ | 113,380 | (1) | $ | 113,380 | (1) | | $ | 704,370 | |||||||
Stock Options
(Unvested And Accelerated) |
| | | | ||||||||||||
Restricted Stock
(Unvested And Accelerated) |
$ | 610,300 | $ | 610,300 | $ | 515,100 | $ | 610,300 | ||||||||
Tax Gross-Up | $ | 335,944 | $ | 335,944 | $ | 335,944 | $ | 417,314 |
* | This portion of the Long-Term Incentive Plan does not include restricted stock awarded upon plan inception. | |
(1) | The Long-Term Incentive Plan Agreement entitles Mr. Elliott to a pro-rated value of the award earned (no award for the 2004 Plan, assumed at target performance for the 2005 Plan and the 2006 Plan), determined at the end of the Performance Period (3 Years), such pro-ration calculated by multiplying the ratio of the number of months he was employed during the Performance Period (24 months in the 2005 Plan, 12 months in the 2006 Plan) to the total number of months in the Performance Period (36) by the value of the award earned ($105,350 at target for the 2005 Plan and $129,440 at target for the 2006 Plan). | |
(2) | The Offer Letter entitles Mr. Elliott to 12 months of base pay ($334,214). | |
(3) | The Change-In-Control Agreement entitles him to a cash lump sum equal to one-twelfth of the severance period (36) multiplied by his base salary ($334,214), plus the greater of the average Annual Incentive Plan bonus award earned in the three most recent complete fiscal years preceding the date of the termination or the target Annual Incentive Plan bonus award for the year in which the termination occurs ($133,686), plus a cash lump sum equal to one-twelfth of the Severance Period (36) multiplied by his target award opportunity in the Long-Term Incentive Plan ($105,350 for the 2005 Plan and $129,440 for the 2006 Plan). |
Executive Payments Upon | Involuntary Not-For- | |||||||||||||||
Termination | Death | Disability | Cause Termination | Change in Control | ||||||||||||
Severance Payments |
| | $ | 246,376 | (2) | $ | 566,665 | (3) | ||||||||
Long-Term Incentive Plan* | $ | 45,528 | (1) | $ | 45,528 | (1) | | $ | 189,170 | |||||||
Stock Options
(Unvested And Accelerated) |
$ | 39,066 | $ | 39,066 | $ | 39,066 | $ | 39,066 | ||||||||
Restricted Stock
(Unvested And Accelerated) |
$ | 221,468 | $ | 221,468 | $ | 184,068 | $ | 221,468 | ||||||||
Tax Gross-Up | $ | 41,005 | $ | 41,005 | $ | 41,005 | $ | 72,972 |
* | This portion of the Long-Term Incentive Plan does not include restricted stock awarded upon plan inception. | |
(1) | The Long-Term Incentive Plan Agreement entitles Mr. Vicini to a pro-rated value of the award earned (no award for the 2004 Plan, assumed at target performance for the 2005 Plan and the 2006 Plan), determined at the end of the Performance Period (3 Years), such pro-ration calculated by multiplying the ratio of the number of months he was employed during the Performance Period (24 months in the 2005 Plan, 12 months in the 2006 Plan) to the total number of months in the Performance Period (36) by the value of the award earned ($42,000 at target for the 2005 Plan and $52,585 at target for the 2006 Plan). | |
(2) | The Corporate Severance Policy entitles Mr. Vicini to 2 weeks of base pay for each completed year of continuous service (35), not to exceed 52 weeks of base pay ($246,376). | |
(3) | The Change-In-Control Agreement entitles Mr. Vicini to a cash lump sum equal to one-twelfth of the severance period (24) multiplied by his base salary ($246,376), plus the greater of the average Annual Incentive Plan bonus award earned in the three most recent complete fiscal years preceding the date of the termination or the target Annual Incentive Plan bonus award for the year in which the termination occurs ($73,913), plus a cash lump sum equal to one-twelfth of the Severance Period (24) multiplied by his target award opportunity in the Long-Term Incentive Plan ($42,000 for the 2005 Plan and $52,585 for the 2006 Plan). |
19
Change in | ||||||||||||||||||||||||||||
Pension Value | ||||||||||||||||||||||||||||
and | ||||||||||||||||||||||||||||
Non-Equity | Nonqualified | |||||||||||||||||||||||||||
Fees Earned | Incentive Plan | Deferred | All Other | |||||||||||||||||||||||||
or | Stock Awards | Option Awards | Compensation | Compensation | Compensation | Total | ||||||||||||||||||||||
Name | Paid in Cash ($) | ($) | ($) | ($) | Earnings | ($) | ($) | |||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Harriet Edelman |
49,000 | 36,550 | | | | 765 | 86,315 | |||||||||||||||||||||
Cynthia A.
Fields |
45,500 | 36,550 | | | | 765 | 82,815 | |||||||||||||||||||||
John O. Hanna |
60,500 | 36,550 | | | | 765 | 97,815 | |||||||||||||||||||||
Jerel G.
Hollens |
43,200 | 41,611 | | | | 878 | 85,689 | |||||||||||||||||||||
Craig N.
Johnson |
201,500 | 36,550 | | | | 765 | 238,815 | |||||||||||||||||||||
Murray K.
McComas |
53,500 | 36,550 | | | | 765 | 90,815 | |||||||||||||||||||||
Ronald L.
Ramseyer |
48,500 | 36,550 | | | | 765 | 85,815 | |||||||||||||||||||||
Michael A.
Schuler |
50,500 | 36,550 | | | | 765 | 87,815 | |||||||||||||||||||||
Shelley J.
Seifert |
39,750 | 36,550 | | | | 765 | 77,065 |
20
Amount of shares | ||||||||
beneficially | Percentage of | |||||||
Name of beneficial owner | owned(1) | Class(2) | ||||||
Security Ownership of More than 5% Stockholders: |
||||||||
Jewelcor Companies(3) |
196,800 | 5.11 | % | |||||
Golden Gate Capital Management II, L.L.C.(4) |
312,521 | 8.11 | % | |||||
Dimensional Fund Advisors LP(5) |
254,416 | 6.60 | % | |||||
PNC Financial Services Group, Inc.(6) |
269,755 | 7.00 | % | |||||
John E. Zawacki(7) |
120,875 | 3.14 | % | |||||
Robert W. Blair(8) |
232,730 | 5.88 | % | |||||
Directors: |
||||||||
Harriet Edelman |
4,425 | * | ||||||
Cynthia A. Fields |
2,925 | * | ||||||
John O. Hanna |
22,600 | * | ||||||
Jerel G. Hollens |
975 | * | ||||||
Craig N. Johnson |
7,750 | * | ||||||
Murray K. McComas |
45,675 | 1.19 | % | |||||
Ronald L. Ramseyer |
4,175 | * | ||||||
Michael A. Schuler |
3,100 | * | ||||||
Shelley J. Seifert |
850 | * | ||||||
Executive Officers Who are Not Directors: |
||||||||
Adelmo S. Lopez |
-0- | * | ||||||
Lawrence J. Pitorak |
-0- | * | ||||||
David Elliott |
9,120 | * | ||||||
Randall A. Scalise |
16,601 | * | ||||||
Lawrence R. Vicini |
9,868 | * | ||||||
All directors and executive officers as a group (22 persons) |
292,419 | 7.59 | % |
* | Less than 1.0% | |
(1) | In accordance with Rule 13d-3 promulgated under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if such person has sole or shared voting or dispositive power with respect to such shares, or has a right to acquire beneficial ownership at any time within sixty days of the date of determination of beneficial ownership. As used herein, voting power is the power to vote or direct the voting of shares and dispositive power is the power to dispose or direct the disposition of shares. | |
(2) | Percentages based upon 3,854,287 shares of common stock issued and outstanding as of March 16, 2007. | |
(3) | The address for Jewelcor Companies is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. Based solely on Schedule 13D, filed January 25, 2007 by Seymour Holtzman c/o Jewelco Companies and Evelyn Holtzman, Jewelcor Management Inc., S. H. Holdings, Inc., Jewelcor Incorporated, Holtzman Opportunity Fund, L.P., SH Independence, Holtzman Financial Advisors, which states that the reporting persons owned an aggregate of 196,800 shares of common stock. |
21
(4) | The address for Golden Gate Capital Management II, L.L.C. is One Embercadero Center, 33rd Floor, San Francisco, California 94111. Based solely on Schedule 13D, filed January 18, 2007 as amended by Schedule 13D/A filed January 24, 2007, by Golden Gate Capital Management II, L.L.C., Golden Gate Capital Investment Fund II, L.P., ZZZ Holdings LLC, Catalog Holdings LLC, which states that the foregoing entities have sole voting power over 312,521 shares of common stock and sole dispositive power over 312,521 shares of common stock, and by David C. Dominik and Jesse T. Rogers, stating that Messrs. Dominik and Rogers have shared voting power over 312,521 shares of common stock and shared dispositive power over 312,521 shares of common stock, and by Appleseeds Topco, Inc. and BLR Acquisition Corp., which states that the foregoing entities have no voting or dispositive power over 312,521 shares of common stock. | |
(5) | The address for Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa Monica, CA 90401. Based solely on a Schedule 13G filed February 1, 2006 which states the reporting person beneficially owned 254,416 shares of our common stock as of such date. | |
(6) | The address for PNC Financial Services Group, Inc. is One PNC Plaza 249 Fifth Avenue, Pittsburgh, PA 15222-2707. Based solely on a Schedule 13G filed February 12, 2007 by PNC Financial Services Group, Inc., PNC Bancorp, Inc. and PNC Bank, National Association which states the reporting persons owned 269,755 shares of our common stock as of such date. | |
(7) | Mr. Zawacki resigned as our President and Chief Executive Officer on January 21, 2007. | |
(8) | The address for Robert W. Blair is 311 East Street, Warren, Pennsylvania 16365. Based solely on a Schedule 13G filed February 10, 2006 which states the reporting person beneficially owned 232,730 shares of our common stock as of such date. |
2006 | 2005 | |||||||
Audit Fees |
$ | 630,926 | $ | 718,448 | ||||
Audit-Related Fees(1) |
1,500 | 44,800 | ||||||
Tax Fees(2) |
8,864 | 14,398 | ||||||
All Other Fees |
| |
(1) | Fees billed for assurance and related services relating to online advisory services in 2006 and audit and financial statements (Profit Sharing and Savings Plan Audit) in 2005. | |
(2) | Fees billed for professional services rendered for tax consulting in 2006 and for foreign tax services in 2005. |
22
2 | Agreement and Plan of Merger among Blair Corporation, BLR Acquisition Corp. and Appleseeds Topco, Inc., dated as of January 23, 2007 (1) | ||
3.1 | Restated Certificate of Incorporation of the Company (2) | ||
3.2 | Amended and Restated Bylaws of Blair Corporation (3) | ||
4 | Specimen Common Stock Certificate (4) | ||
10.1 | Stock Accumulation and Deferred Compensation Plan for Directors (5) | ||
10.2 | Blair Corporation 2000 Omnibus Stock Plan (6) | ||
10.3 | Blair Credit Agreement (7) | ||
10.4 | Amendment No. 2 to Credit Agreement (8) | ||
10.5 | Amendment No. 3 to Credit Agreement (9) | ||
10.6 | Amendment No. 4 to Credit Agreement (10) | ||
10.7 | Amendment No. 5 to Credit Agreement (11) | ||
10.8 | Change in Control Severance Agreement Vice Presidents (12) | ||
10.9 | Change in Control Severance Agreement CEO and Senior Vice Presidents (13) | ||
10.10 | Purchase, Sale and Capital Servicing Transfer Agreement (14) | ||
10.11 | Private Label Credit Program Agreement (15) | ||
10.12 | First Amendment to the Private Label Credit Program Agreement (16) | ||
10.13 | Second Amendment to the Private Label Credit Program Agreement (17) | ||
10.14 | Amendment Agreement, dated as of July 15, 2005, which amends the Receivables Purchase Agreement (18) | ||
10.15 | Amended and Restated Credit Agreement, dated as of July 15, 2005 (19) | ||
10.16 | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 23, 2006 (20) | ||
10.17 | Agreement among Blair Corporation and Loeb, dated as of May 24, 2005 (21) |
23
10.18 | Agreement among Blair Corporation and Mr. Phillip Goldstein and Mr. Andrew Dakos, dated as of May 24, 2005 (22) | ||
10.19 | Agreement among Blair Corporation and Santa Monica and Mr. Lawrence Goldstein, dated as of May 25, 2005 (23) | ||
10.20 | Offer letter between Blair Corporation and Adelmo S. Lopez (24) | ||
10.21 | Offer letter between Blair Corporation and Larry J. Pitorak (25) | ||
11 | Statement regarding computation of per share earnings (26) | ||
14 | Code of Ethics (27) | ||
21 | Subsidiaries of Blair Corporation (28) | ||
23 | Consent of Independent Registered Public Accounting Firm | ||
31.1 | CEO Certification pursuant to Section 302 (29) | ||
31.2 | CFO Certification pursuant to Section 302 (30) | ||
31.3 | CEO Certification pursuant to Section 302 | ||
31.4 | CFO Certification pursuant to Section 302 | ||
32.1 | CEO Certification pursuant to Section 906 (31) | ||
32.2 | CFO Certification pursuant to Section 906 (32) | ||
32.3 | CEO Certification pursuant to Section 906 | ||
32.4 | CFO Certification pursuant to Section 906 |
(1) | Incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed with the SEC on January 23, 2007 (SEC File No. 1-878). | |
(2) | Incorporated herein by reference to Exhibit A to the Companys Quarterly Report on Form 10-Q filed with the SEC on August 10, 1995 (SEC File No. 1-878). | |
(3) | Incorporated herein by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-8 filed with the SEC on July 19, 2000 (SEC File No. 333-41772). | |
(4) | Incorporated herein by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-8 filed with the SEC on July 19, 2000 (SEC File No. 333-41770). | |
(5) | Incorporated herein by reference to Exhibit A to the Companys Proxy Statement filed with the SEC on March 20, 1998 (SEC File No. 1-878). | |
(6) | Incorporated herein by reference to Appendix A to the Companys Proxy Statement filed with the SEC on March 14, 2003 (SEC File No. 1-878). | |
(7) | Incorporated herein by reference to Exhibit 99.1 to the Companys Form 8-K filed with the SEC on January 9, 2002 (SEC File No. 1-878). | |
(8) | Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 8, 2003 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(9) | Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 9, 2004 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(10) | Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K of the Company filed with the SEC |
24
on March 1, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | ||
(11) | Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 6, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(12) | Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 9, 2004 (SEC File No. 1-878). | |
(13) | Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on November 9, 2004 (SEC File No. 1-878). | |
(14) | Incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on April 27, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(15) | Incorporated herein by reference to Exhibit 10.2 to the Companys Form 8-K filed with the SEC on April 27, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(16) | Incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 9, 2006 (SEC File No. 1-878). | |
(17) | Incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 9, 2006 (SEC File No. 1-878). | |
(18) | Incorporated herein by reference to Exhibit (b) (i) to the Companys Schedule TO filed with the SEC on July 20, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(19) | Incorporated herein by reference to Exhibit (b) (ii) to the Companys Schedule TO filed with the SEC on July 20, 2005 (SEC File No. 1-878). Certain schedules to the agreement have been omitted. | |
(20) | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on October 24, 2006 (SEC File No. 1-878). | |
(21) | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on May 27, 2005 (SEC File No. 1-878). | |
(22) | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed with the SEC on May 27, 2005 (SEC File No. 1-878). | |
(23) | Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed with the SEC on May 27, 2005 (SEC File No. 1-878). | |
(24) | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on January 25, 2007 (SEC File No. 1-878). | |
(25) | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed with the SEC on January 25, 2007 (SEC File No. 1-878). | |
(26) | Incorporated by reference to Note 5 of the financial statements included in the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). | |
(27) | Incorporated by reference to Exhibit 14 to the 2003 Annual Report on Form 10-K of the Company filed with the SEC on March 15, 2004 (SEC File No. 1-878). | |
(28) | Incorporated by reference to Exhibit 21 to the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). | |
(29) | Incorporated by reference to Exhibit 31.1 to the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). | |
(30) | Incorporated by reference to Exhibit 31.2 to the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). | |
(31) | Incorporated by reference to Exhibit 32.1 to the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). | |
(32) | Incorporated by reference to Exhibit 32.2 to the 2006 Annual Report on Form 10-K of the Company filed with the SEC on March 16, 2007 (SEC File No. 1-878). |
25
BLAIR CORPORATION (Registrant) |
|||||||||
Date: April 24, 2007 | By: | /s/ Adelmo S. Lopez | |||||||
ADELMO S. LOPEZ | |||||||||
President and Chief Executive Officer | |||||||||
By: | /s/ Larry J. Pitorak | ||||||||
LARRY J. PITORAK | |||||||||
Senior Vice President, Chief Financial Officer and Chief Administrative Officer |
|||||||||
By: | /s/ Michael R. Delprince | ||||||||
MICHAEL R. DELPRINCE | |||||||||
Controller | |||||||||
Date: April 24, 2007
|
By: | /s/ Craig N. Johnson | ||
CRAIG N. JOHNSON | ||||
Chairman of the Board of Directors | ||||
Date: April 24, 2007
|
By: | /s/ Harriet Edelman | ||
HARRIET EDELMAN | ||||
Director | ||||
Date: April 24, 2007
|
By: | /s/ John O. Hanna | ||
JOHN O. HANNA | ||||
Director | ||||
Date: April 24, 2007
|
By: | /s/ Michael A. Schuler | ||
MICHAEL A. SCHULER | ||||
Director | ||||
Date: April 24, 2007
|
By: | /s/ Ronald L. Ramseyer | ||
RONALD L. RAMSEYER | ||||
Director | ||||
Date: April 24, 2007
|
By: | /s/ Cynthia A. Fields | ||
CYNTHIA A. FIELDS | ||||
Director | ||||
Date: April 24, 2007
|
By: | |||
JEREL G. HOLLENS | ||||
Director |
26
Date: April 24, 2007
|
By: | |||
SHELLEY J. SEIFERT | ||||
Director | ||||
Date: April 24, 2007
|
By: | /s/ Murray K. McComas | ||
MURRAY K. MCCOMAS | ||||
Director |
27