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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
11-K
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ANNUAL
REPORT
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PURSUANT
TO SECTION 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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(Mark
One)
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
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x
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For
the fiscal year ended December 31, 2007
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED].
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For
the transition period from
to
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Commission
File Number 1-8501
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HARTMARX
SAVINGS INVESTMENT AND STOCK OWNERSHIP
PLAN
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101
North Wacker Drive, Chicago, Illinois
60606
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101
North Wacker Drive, Chicago, Illinois
60606
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HARTMARX
SAVINGS INVESTMENT AND STOCK OWNERSHIP PLAN
INDEX TO ANNUAL REPORT ON
FORM 11-K
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Financial
Statements and Supplemental Schedule
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2
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Exhibit
23 – Consent of Independent Registered Public Accounting
Firm
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16
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Plan Participants and Plan Administrator of
the
Hartmarx Savings Investment and Stock Ownership Plan
Chicago,
Illinois
We
have audited the accompanying statements of net assets available for benefits of
the Hartmarx Savings Investment and Stock Ownership Plan ("the Plan") as of
December 31, 2007 and 2006, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2007 and 2006, and the changes in net assets available for benefits
for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Our
audit was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets
(held at end of year) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan’s
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic 2007 financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic 2007 financial statements taken as a whole.
Crowe
Chizek and Company LLC
Oak
Brook, Illinois
June
25, 2008
HARTMARX SAVINGS INVESTMENT
AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS
AVAILABLE FOR BENEFITS
DECEMBER 31, 2007 AND
2006
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ASSETS:
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Investments,
at fair value (Note 5):
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Vanguard
mutual
funds
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$
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58,753,654
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$
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57,545,549
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Hartmarx
Corporation common
stock
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6,464,903
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15,177,419
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Vanguard
Retirement Savings
Trust
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6,278,086
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6,815,689
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Loans
to
participants
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897,511
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849,809
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Total
Investments
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72,394,154
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80,388,466
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Due
from Hartmarx Corporation:
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Participant
contributions
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329,842
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325,232
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Employer
contributions
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101,108
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100,700
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Participant
loan
repayments
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29,835
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33,366
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Accrued
investment
income
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190
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294
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Total
Assets
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72,855,129
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80,848,058
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LIABILITIES:
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Accounts
payable for purchases of investments
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--
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3,464
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Accrued
administrative
expenses
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20,306
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--
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Total
Liabilities
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20,306
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3,464
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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72,834,823
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$
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80,844,594
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See
accompanying notes to financial statements.
HARTMARX SAVINGS INVESTMENT
AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER
31, 2007 AND 2006
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Investment
income:
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Mutual
Funds –
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Net
appreciation
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$
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1,384,004
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$
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4,167,279
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Dividends
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3,063,783
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2,497,150
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Total
investment income from mutual funds
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4,447,787
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6,664,429
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Hartmarx
Corporation common stock –
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Net
depreciation
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(6,503,379
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(1,308,124
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Other
investment income –
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Interest
income from Vanguard Retirement
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Savings
Trust
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297,097
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290,367
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Interest
income from participant
loans
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66,891
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49,509
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Total
other investment
income
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363,988
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339,876
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Total
investment (loss)
income
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(1,691,604
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5,696,181
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Contributions
(Note
8)
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5,290,398
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5,940,022
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Total
contributions and investment
income
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3,598,794
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11,636,203
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Distributions
to
participants
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(11,512,339
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(7,454,553
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Administrative
expenses
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(96,226
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(3,115
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Total
distributions and
expenses
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(11,608,565
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(7,457,668
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Net
(decrease) increase in net assets
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available
for
benefits
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(8,009,771
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4,178,535
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Net
assets available for benefits:
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Beginning
of
year
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80,844,594
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76,666,059
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End
of
year
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$
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72,834,823
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$
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80,844,594
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See
accompanying notes to financial statements.
HARTMARX SAVINGS INVESTMENT
AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31, 2007 AND
2006
NOTE 1 – Plan
Description
:
The
Hartmarx Savings Investment and Stock Ownership Plan (the “Plan”) is a defined
contribution pension plan available to employees of Hartmarx Corporation
(“Hartmarx”) and certain subsidiary and affiliated companies in the United
States (collectively with Hartmarx, the “Employers”) meeting specified
requirements as to length of service (1 year) and age and who are not included
in a collective bargaining unit having a labor agreement providing retirement
benefits. Eligible employees who elected to participate in the Plan
before April 1, 2004 also automatically participated in the Hartmarx Retirement
Income Plan, a noncontributory defined benefit pension plan. Eligible
employees hired after March 31, 2003 who elected to participate in the Plan are
not eligible to participate in the Hartmarx Retirement Income Plan.
Participant
Contributions
:
Participants
may contribute to the Plan (through regular payroll deductions) from 1% to 16%
(in whole percentages) of their eligible annual earnings. Eligible
annual earnings are subject to a maximum limit established under provision of
the Internal Revenue Code (“Code”) ($225,000 for 2007 and $220,000 for
2006). The first 6% of earnings contributed are considered “matched”
contributions and determine the Employer contributions as described
below. Contributions in excess of 6% of earnings are considered
“voluntary” contributions and are not matched with Employer
contributions. At the election of the participant, participant
contributions in excess of the first 1% of earnings may be made on a pre-tax
basis under Section 401(k) of the Code (up to a statutory limit of $15,500 for
2007 and $15,000 for 2006), or on an after-tax basis; however, the first 1% of
participant earnings are always made on an after-tax basis. Under
Section 414(v) of the Code, an eligible participant, who attains age 50 before
the end of the Plan year and whose pre-tax contribution for the year is expected
to be either 15% of his annual earnings or the annual statutory dollar limit,
may make additional voluntary pre-tax contributions called “catch-up”
contributions which are not matched by Employer contributions. The
statutory limit on catch-up contributions was $5,000 in 2007 and
2006. Effective January 1, 2007, a third contribution option was
added for contributions in excess of the first 1% of participant earnings, the
Roth 401(k) contribution. Roth 401(k) contributions are after-tax
contributions which allow tax-free withdrawals of both the Roth 401(k)
contributions and the related earnings after a participant has reached age 59½
and held the account for at least five years. The annual 401(k)
contribution limit for 2007 of $15,500 and the catch-up contribution limit for
2007 of $5,000 apply to a participant’s combined pre-tax contributions and Roth
401(k) contributions. Under certain circumstances provided for by
Internal Revenue Service regulations, participant contributions on both pre-tax
and after-tax bases (including Roth 401(k) contributions) may be further
limited. Participants may change or cease contributions without
withdrawing from the Plan as participants. Participants are also
allowed to make rollover contributions of vested balances from other qualified
pension plans.
Employer
Contributions
:
Employer
contributions made to the Plan are based on a formula specified in the Plan,
which includes incremental Employer contributions required to match certain
participant contributions to the Plan. Employer contributions to the
Plan, which may be in the form of cash or shares of Hartmarx common stock, were
made in cash during the plan years ended December 31, 2007 and
2006. The Plan requires that Employer contributions made in cash be
used to buy Hartmarx common stock as described in Notes 1 and 3.
The
rate for Employer matching contributions was 50% of all matched participant
contributions in 2007 and 2006. Employer matching contributions in
2007 and 2006 aggregated $1,217,106 and $1,234,203,
respectively. Employer contributions are subject to maximum limits
set by the Code and incorporated in the Plan.
Vesting
:
Participants
are fully vested in their contributions to the Plan and related earnings at all
times. For Employer contributions and earnings thereon, participants
become 20% vested after two years of service, 40% vested after three years of
service, 70% vested after four years of service and 100% vested after five years
of service. Active participants also become fully vested in Employer
contributions and related earnings at the earlier of (1) death; (2) reaching age
65; or, (3) upon the occurrence of certain specified events deemed to be a
change in control of Hartmarx.
For
participants who terminate employment with an Employer, nonvested Employer
contributions and related earnings are withheld and, if the participant incurs
five consecutive one year breaks in service, forfeited. Forfeitures
can be applied, at the discretion of the Plan Administrator, to reduce Employer
contributions or to pay administrative costs of the Plan. During
2007, forfeitures were applied to pay Plan administrative costs of
$92,656. During 2006, no forfeitures were applied to reduce Employer
contributions or to pay Plan administrative costs. At December 31,
2007, the Plan’s financial statements include the balances of nonvested Employer
contributions and related earnings of terminated participants who had not
incurred five consecutive one year breaks in service and amounts forfeited
aggregated the equivalent of 33,761 shares of Hartmarx common stock with a
market value of $115,126 and 8,148 units of the Vanguard Prime Money Fund with a
market value of $8,148. At December 31, 2006, the amounts forfeited
aggregated the equivalent of 50,478 shares of Hartmarx common stock with a
market value of $356,375 and 7,750 units of the Vanguard Prime Money Fund with a
market value of $7,750.
Participant
Loans
:
Participants
may borrow that portion of their account attributable to participant
contributions and related earnings within percentage and dollar limits and at
rates and terms permitted by the Code and specified in the
Plan. Loans are payable over periods of one to five years (usually
through payroll deduction), with the exception that a loan to purchase a primary
residence may be paid over a term as long as 15 years. Interest is
charged at a rate which exceeds the prime rate at the inception of the loan by
1%. At December 31, 2007 and 2006, the interest on new loans was
8.25% and 9.25%, respectively. Principal and interest payments are
credited directly to the borrowing participant’s accounts according to the funds
selected for current contributions.
A
participant receiving a loan is charged a loan origination fee and an annual
administration fee which is deducted from the participant’s account in each year
the loan is outstanding. In 2007 and 2006, loan origination and
annual administration fees were $40 and $20, respectively.
Administrative
Expenses
:
Administrative
expenses of the Plan are comprised of trustee, record keeping, auditing, legal,
proxy and participant loan and redemption fees. The Plan provides
that administrative expenses may be paid from forfeitures of nonvested employer
contributions and related earnings; administrative expenses not paid by the Plan
are payable by Hartmarx. Administrative fees paid by the Plan for
2007 of $96,226 include $92,656 for record keeping and proxy fees paid from
available forfeitures at the election of the Plan Administrator, and $3,570 for
loan and redemption fees which were charged to the accounts of participants with
loans. Administrative fees paid by the Plan for 2006 of $3,115
represent loan and redemption fees which were charged to the accounts of
participants with loans. For 2007 and 2006, Hartmarx paid Plan
administrative expenses of $23,636 and $114,404, respectively.
Investment
Options
:
Participant
contributions are invested at the participant’s direction in the investment
programs described in Note 3. Employer contributions for participants
are invested in the Hartmarx Corporation Common Stock Fund. Prior to
January 1, 2007, only participants age 55 and older were able to transfer all or
part of their Employer contributions and related earnings in the Hartmarx
Corporation Common Stock Fund into the other investment
programs. Effective January 1, 2007, enhanced diversification rules
became effective which allow all participants to transfer all or part of their
Employer contributions and related earnings in the Hartmarx Corporation Common
Stock Fund into the other investment programs.
Voting of
Shares
:
Hartmarx
stock allocated to participants’ accounts in the Hartmarx Corporation Common
Stock Fund is voted by the Trustee as directed by the
participants. Shares not voted by participants, including
forfeitures, are voted by the Trustee in the same proportion as shares voted by
participants.
Distributions and
Withdrawals
:
Vested
account balances are generally distributed upon the participant’s retirement,
termination of employment, disability or death. Participants may also
receive vested account balances while remaining employed by an Employer upon
withdrawal from the Plan, but withdrawals for participants under age 59-1/2 are
generally limited to vested Employer contributions and after-tax participant
contributions, except that pre-tax participant contributions may also be
distributed in certain circumstances. Distributions and withdrawals
are normally made in cash, except that a participant may elect to receive
distributions and certain withdrawals from the Hartmarx Corporation Common Stock
Fund in the form of full shares of Hartmarx common stock with cash in lieu of
fractional shares.
Administrator and
Fiduciary
:
The
Plan Administrator is the Plan Administration Committee of Hartmarx
Corporation. Vanguard Fiduciary Trust Company, a trust company and
wholly owned subsidiary of The Vanguard Group Inc., is the sole Trustee of the
Plan and the custodian of the Hartmarx Corporation Common Stock Fund and all
other Plan funds.
Plan
Termination
:
Hartmarx
reserves the right to terminate the Plan on any date specified provided that 30
days advance written notice of the termination is given to the Trustee and to
the Employers. There are no priorities for distribution of assets
upon termination of the Plan. If the Plan were terminated,
participants would become fully vested in their account balances, including
participant and Employer contributions and related earnings, and former
participants who had not incurred five consecutive one year breaks in service
would become fully vested in the balances of nonvested Employer contributions
and related earnings. Any remaining Plan assets shall be allocated
and paid to participants in accordance with Section 403(d)(1) of
ERISA.
NOTE 2 – Significant
Accounting Policies
:
The
financial statements of the Plan have been prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America and, accordingly, include certain amounts based on
informed estimates and judgments of the Plan Administrator with consideration
given to materiality. Actual results could differ from those
estimates.
Investments
in publicly-traded securities, including Hartmarx Corporation common stock, and
mutual funds are carried at fair values based on quoted market
prices. Loans to participants represent the unpaid principal balance,
which approximates fair value.
Investments
in the Vanguard Retirement Savings Trust, a collective investment trust, are
based upon the net asset values of the trust at contract value, including
indirect investments in fully benefit-responsive investment contracts, as
reported by the Plan Trustee. In accordance with generally accepted
accounting standards, fully benefit-responsive investment contracts are to be
presented at fair value. In addition, any material difference between
the fair value of these investments and their contract value is to be presented
as a separate adjustment line in the statement of net assets available for
benefits, because contract value remains the relevant measurement attribute for
that portion of net assets available for benefits attributable to fully
benefit-responsive investment contracts. Management has determined
that the estimated fair value of the Plan’s indirect investments in fully
benefit-responsive contracts as of December 31, 2007 and 2006 approximates
contract value, and any difference between fair value and contract value is
immaterial. Contract value represents contributions made under the
contract, plus earnings, less participant withdrawals and administrative
expenses.
Income
from investments is recorded as earned, with dividends being accrued as of the
ex-dividend date. Purchases and sales of investments are recorded on
a trade date basis. Included in the Statement of Changes in Net
Assets Available for Benefits is the net appreciation of mutual funds and
Hartmarx Corporation common stock which includes realized investment gains
(losses) and unrealized depreciation on those investments.
Distributions
include proceeds from the liquidation of participant investments, the market
value of Hartmarx common stock distributed, and unpaid loan balances of
withdrawing participants. Distributions are recorded when
paid.
Recent Accounting
Pronouncements
:
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
No. 157,
Fair Value
Measurements
. This Statement defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. The standard is effective for fiscal years beginning after
November 15, 2007. In February 2008, the FASB issued Staff Position
157-2, which defers the effective date of FAS 157 for one year for certain
nonfinancial assets and nonfinancial liabilities. The Plan
Administrator is currently evaluating the impact, if any, of adopting FASB
Statement No. 157 on the Plan’s net assets available for benefits and changes in
net assets available for benefits.
In
February 2007, the FASB issued Statement No. 159,
The Fair Value Option for Financial
Assets and Financial Liabilities
;
Including an Amendment of FASB
Statement No. 115
. This Statement gives entities the option to
measure eligible items at fair value at specified dates. Unrealized
gains and losses on eligible items for which the fair value option has been
elected should be reported in earnings. The Statement is effective
for the Plan on January 1, 2008. The Plan Administrator is currently
evaluating the impact, if any, of adopting FASB Statement No. 159 on the Plan’s
net assets available for benefits and changes in the net assets available for
benefits.
NOTE 3 – Investment
Programs
:
The
following investment options are available:
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Vanguard
mutual funds (registered investment companies whose assets are primarily
marketable securities):
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- GNMA
Fund, an income fund.
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- Prime
Money Market Fund, a money market mutual fund.
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- 500
Index Fund, a growth and income fund.
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- STAR
Fund, a balanced fund.
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- PRIMECAP
Fund, a growth fund.
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- International
Growth Fund, a growth fund.
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- Small-Cap
Index Fund, an aggressive growth and income fund.
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- Mid-Cap
Index Fund, a growth and income fund.
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- Total
Bond Market Index Fund, a bond fund.
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- Windsor
II Fund, a growth and income fund.
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Vanguard
Retirement Savings Trust, a collective investment trust which invests solely in
the Vanguard Retirement Savings Master Trust whose assets are primarily
investment contracts.
Hartmarx
Corporation Common Stock Fund, which invests primarily in Hartmarx common
stock. Employer matching contributions and participant contributions
and earnings, if any, are credited to participant accounts based on shares of
Hartmarx common stock at 90% of the average trading prices as reported in the
New York Stock Exchange-Composite Transaction quotations on the date the shares
are purchased or deemed to be purchased by the Plan; participant loan payments
and transfers to the
Fund
are credited to participant accounts at the closing market prices on the
transaction date. Shares acquired with participant contributions and
Employer matching contributions are purchased from Hartmarx at 90% of the
average trading prices credited to participant accounts for
contributions. Shares acquired in 2007 and 2006 with funds from loan
payments and transfers to the Hartmarx Corporation Common Stock Fund were
purchased in the open market and from Hartmarx at market prices.
The
Vanguard mutual funds and Vanguard Retirement Savings Trust are operated by an
affiliate of Vanguard Fiduciary Trust Company.
Participants
may select more than one investment option and may change investment options as
often as once a month and may transfer previously contributed balances on a
daily basis within limits established by Vanguard.
Investment
in each investment option is at the participant’s direction.
With
the exceptions of the Vanguard Retirement Savings Trust and the Loan Fund, the
market value of the investments of each Fund (Hartmarx stock or mutual funds)
are published for each business day, and changes in the market value produce
similar changes in the unit values of each Fund.
A
summary of units and unit values for the Hartmarx Corporation Common Stock Fund
and the Vanguard Retirement Savings Trust is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hartmarx
Corporation Common
|
|
|
|
Stock
Fund
|
1,446,011
|
|
$4.49
|
|
1,645,628
|
|
$9.25
|
|
Vanguard
Retirement Savings
|
|
|
|
Trust
|
6,278,086
|
|
$1.00
|
|
6,815,689
|
|
$1.00
|
NOTE 4 – Tax
Status:
The
Plan is intended to be a qualified employee benefit plan under Section 401(a)
and 4975 (e)(7) of the Internal Revenue Code, exempt from federal income tax,
with participants not being subject to tax on Employer contributions or earnings
of the Trust prior to receiving benefits under the Plan. On November
8, 2002, the Internal Revenue Service issued a favorable determination letter
with respect to the qualified status of the Plan as amended and restated
effective December 31, 2000. The Plan has been subsequently amended
since the effective date of the determination letter to reflect the merger of
the Hartmarx Stock SIP Fund and the Hartmarx Stock ESOP Fund into the Hartmarx
Corporation Common Stock Fund and to incorporate new legislatively mandated
requirements. The Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code. Accordingly, the Plan
Administrator believes a provision for federal income taxes in the accompanying
financial statements is not required.
NOTE 5 – Investment
Information
:
The
following summarizes the Plan’s investments at December 31, 2007 and
2006:
|
|
|
|
|
|
|
|
Stock
shares,
|
|
|
|
|
|
|
|
Fund
and
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
quoted market value or net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
Mutual Funds:
|
|
|
|
|
|
|
|
GNMA
Fund
|
|
|
551,493
|
|
|
$
|
5,718,986
|
*
|
|
Prime
Money Market
Fund
|
|
|
2,465,762
|
|
|
|
2,465,762
|
|
|
500
Index
Fund
|
|
|
90,574
|
|
|
|
12,241,116
|
*
|
|
Star
Fund
|
|
|
430,211
|
|
|
|
8,978,508
|
*
|
|
PRIMECAP
Fund
|
|
|
184,575
|
|
|
|
13,298,664
|
*
|
|
International
Growth
Fund
|
|
|
262,665
|
|
|
|
6,519,336
|
*
|
|
Small-Cap
Index
Fund
|
|
|
77,309
|
|
|
|
2,518,731
|
|
|
Mid-Cap
Index
Fund
|
|
|
108,714
|
|
|
|
2,250,381
|
|
|
Total
Bond Market Index
Fund
|
|
|
186,649
|
|
|
|
1,896,355
|
|
|
Windsor
II
Fund
|
|
|
91,677
|
|
|
|
2,865,815
|
|
|
Total
Vanguard Mutual
Funds
|
|
|
|
|
|
|
58,753,654
|
|
|
|
|
|
|
|
|
|
|
|
|
Hartmarx
Corporation Common
Stock
|
|
|
1,895,866
|
|
|
|
6,464,903
|
*
|
|
|
|
|
|
|
|
|
65,218,557
|
|
|
At
estimated fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
Retirement Savings
Trust
|
|
|
6,278,086
|
|
|
|
6,278,086
|
*
|
|
Loans
to
participants
|
|
|
|
|
|
|
897,511
|
|
|
|
|
|
|
|
|
|
7,175,597
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
|
|
|
$
|
72,394,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
shares,
|
|
|
|
|
|
|
|
Fund
and
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
At
quoted market value or net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
Mutual Funds:
|
|
|
|
|
|
|
|
GNMA
Fund
|
|
|
569,646
|
|
|
$
|
5,816,086
|
*
|
|
Prime
Money Market Fund
|
|
|
2,177,431
|
|
|
|
2,177,431
|
|
|
500
Index Fund
|
|
|
94,670
|
|
|
|
12,362,962
|
*
|
|
Star
Fund
|
|
|
445,759
|
|
|
|
9,334,184
|
*
|
|
PRIMECAP
Fund
|
|
|
204,295
|
|
|
|
14,086,158
|
*
|
|
International
Growth Fund
|
|
|
219,157
|
|
|
|
5,229,087
|
*
|
|
Small-Cap
Index Fund
|
|
|
82,620
|
|
|
|
2,695,059
|
|
|
Mid-Cap
Index Fund
|
|
|
91,972
|
|
|
|
1,819,206
|
|
|
Total
Bond Market Index Fund
|
|
|
126,835
|
|
|
|
1,267,085
|
|
|
Windsor
II Fund
|
|
|
79,375
|
|
|
|
2,758,291
|
|
|
Total
Vanguard Mutual Funds
|
|
|
|
|
|
|
57,545,549
|
|
|
|
|
|
|
|
|
|
|
|
|
Hartmarx
Corporation Common Stock
|
|
|
2,149,776
|
|
|
|
15,177,419
|
*
|
|
|
|
|
|
|
|
|
72,722,968
|
|
|
At
estimated fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
Retirement Savings
Trust
|
|
|
6,815,689
|
|
|
|
6,815,689
|
*
|
|
Loans
to
participants
|
|
|
|
|
|
|
849,809
|
|
|
|
|
|
|
|
|
|
7,665,498
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
|
|
|
$
|
80,388,466
|
|
|
*
|
-
|
Investment’s
fair value is 5% or more of net assets available for plan benefits at the
respective
date.
|
NOTE 6 – Risks and
Uncertainties
:
The
Plan provides for various investment options in shares of Hartmarx common stock
and units of investment entities which invest in combinations of stocks, bonds,
fixed income securities and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risk associated with investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants’ account balances and the amounts
reported in the statements of net assets available for benefits and the
statement of changes in net assets available for
benefits. At
December
31, 2007 and 2006, approximately 9% and 19%, respectively, of the Plan’s assets
were invested in Hartmarx Corporation common stock.
NOTE 7 – Related Party
Transactions and Party-In-Interest Transactions
:
Related
party transactions consist of loans made to participants and investments in
Hartmarx Corporation Common Stock. Plan investment options include a
collective investment trust operated by Vanguard Fiduciary Trust Company, the
Plan Trustee, and mutual funds operated by an affiliate of Vanguard Fiduciary
Trust Company and, accordingly, these transactions are party-in-interest
transactions. Fees paid by the Plan to Vanguard Fiduciary Trust
Company for record keeping and proxy fees and for participant loan
administration services were $96,226 for the year ended December 31,
2007. Fees paid by the Plan for participant loan administration
services were $3,115 for the year ended December 31, 2006. None of
these related party transactions and party-in-interest transactions are
prohibited transactions as defined under the Employee Retirement Income
Security
Act of 1974.
NOTE 8 –
Contributions:
The
following summarizes
contributions
to the Plan in 2007 and
2006:
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
Participant
|
-
Payroll withholdings
|
|
$
|
4,047,338
|
|
|
$
|
4,130,815
|
|
|
|
-
Rollovers from other plans
|
|
|
25,954
|
|
|
|
575,004
|
|
|
Employer
|
|
|
|
1,217,106
|
|
|
|
1,234,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
contributions
|
|
$
|
5,290,398
|
|
|
$
|
5,940,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
addition to rollover contributions from participants at existing participating
Employers, participant rollover contributions in 2006 included balances for
several participants from a
plan
maintained by a business from which Hartmarx acquired certain assets, properties
and operations in 2005 and the acquired business unit became a participating
Employer in 2006.
NOTE 9 – Non-Participant
Directed Fund Information
:
Non-participant
directed funds include the allocated Hartmarx Corporation Common Stock Fund
balances of participants under age 55 from Employer matching contributions and
related earnings and forfeited balances. Effective January 1, 2007,
participants under age 55 were allowed to transfer their Employer contributions
and related earnings in the Hartmarx Corporation Common Stock
Fund. The net assets of the non-participant directed funds as of
December 31, 2006, is summarized as follows:
|
|
|
2006
|
|
|
|
|
Trust
|
|
|
Harmarx
|
|
|
|
|
and
|
|
|
Corporation
|
|
|
|
|
Mutual
Funds
|
|
|
Common
Stock
Fund
|
|
|
|
|
|
|
|
|
|
|
Net
Assets:
|
|
|
|
|
|
|
|
Prime
Money Market Fund
|
|
$
|
7,750
|
|
|
$
|
-
|
|
|
Hartmarx
Corporation Common Stock Fund
|
|
|
-
|
|
|
|
6,673,267
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Net Assets
|
|
$
|
7,750
|
|
|
$
|
6,673,267
|
|
The
changes in the net assets of the non-participant directed funds within the Plan
for the year ended December 31, 2006, is summarized as follows:
|
|
|
2006
|
|
|
|
|
Trust
|
|
|
Harmarx
|
|
|
|
|
and
|
|
|
Corporation
|
|
|
|
|
Mutual
Funds
|
|
|
Common
Stock
Fund
|
|
|
Changes
in Net Assets:
|
|
|
|
|
|
|
|
Investment
income (loss)
|
|
$
|
361
|
|
|
$
|
(563,195
|
)
|
|
Employer
contributions
|
|
|
-
|
|
|
|
765,079
|
|
|
Transfers-balances
for participants 55
|
|
|
|
|
|
|
|
|
|
and
older no longer restricted
|
|
|
-
|
|
|
|
(413,561
|
)
|
|
Distributions
to participants
|
|
|
-
|
|
|
|
(525,958
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in net assets
|
|
|
361
|
|
|
|
(737,635
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets: Beginning of year
|
|
|
7,389
|
|
|
|
7,410,902
|
|
|
|
|
|
|
|
|
|
|
|
|
End
of year
|
|
$
|
7,750
|
|
|
$
|
6,673,267
|
|
|
|
|
|
|
|
|
|
|
|
HARTMARX SAVINGS INVESTMENT
AND STOCK OWNERSHIP PLAN
SUPPLEMENTAL
SCHEDULE
SCHEDULE OF ASSETS HELD AT
DECEMBER 31, 2007
(Schedule
H – Line 4i)
Plan
Sponsor: Hartmarx Corporation EIN:
36-3217140 Plan No: 002
|
Identity
of Party,
|
|
|
|
|
|
|
|
|
|
Description
of
|
|
Maturity
|
|
Interest
|
|
Historical
|
|
Current
|
|
Investment
|
|
Date
|
|
Rate
|
|
Cost
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
Line
1c(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Loans
to Participants
|
|
Various
|
|
5.0%
- 9.5%
|
|
$
|
-
|
|
$
|
897,511
|
|
|
|
|
|
|
|
|
|
|
|
Line
1c(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
Retirement Savings Trust
|
|
|
|
|
|
|
|
|
|
|
(6,278,086
units)
|
|
|
|
|
|
$
|
6,278,086
|
|
6,278,086
|
|
|
|
|
|
|
|
|
|
|
|
Line
1c(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
GNMA Fund
|
|
|
|
|
|
|
|
|
|
|
(551,493
shares)
|
|
|
|
|
|
$
|
5,672,436
|
|
5,718,986
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
Prime Money Market Fund
|
|
|
|
|
|
|
|
|
|
|
(2,465,762
shares)
|
|
|
|
|
|
2,465,762
|
|
2,465,762
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
500 Index Fund
|
|
|
|
|
|
|
|
|
|
|
(90,574
shares)
|
|
|
|
|
|
8,967,379
|
|
12,241,116
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
STAR Fund
|
|
|
|
|
|
|
|
|
|
|
(430,211
shares)
|
|
|
|
|
|
7,840,158
|
|
8,978,508
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
PRIMECAP Fund
|
|
|
|
|
|
|
|
|
|
|
(184,575
shares)
|
|
|
|
|
|
10,164,840
|
|
13,298,664
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
International Growth Fund
|
|
|
|
|
|
|
|
|
|
|
(262,665
shares)
|
|
|
|
|
|
5,555,866
|
|
6,519,336
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
Small-Cap Index Fund
|
|
|
|
|
|
|
|
|
|
|
(77,309
shares)
|
|
|
|
|
|
1,981,883
|
|
2,518,731
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
Mid-Cap Index Fund
|
|
|
|
|
|
|
|
|
|
|
(108,714
shares)
|
|
|
|
|
|
1,884,270
|
|
2,250,381
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Vanguard
Total Bond Market Index Fund
|
|
|
|
|
|
|
|
|
|
|
(186,649
shares)
|
|
|
|
|
|
1,871,660
|
|
1,896,355
|
(Continued)
HARTMARX SAVINGS INVESTMENT
AND STOCK OWNERSHIP PLAN
SUPPLEMENTAL
SCHEDULE
SCHEDULE OF ASSETS HELD AT
DECEMBER 31, 2007
(Schedule
H – Line 4i)
Plan
Sponsor: Hartmarx Corporation EIN:
36-3217140 Plan No: 002
|
Identity
of Party,
|
|
|
|
|
|
|
|
|
|
Description
of
|
|
Maturity
|
|
Interest
|
|
Historical
|
|
Current
|
|
Investment
|
|
Date
|
|
Rate
|
|
Cost
|
|
Value
|
(continued)
|
*
|
Vanguard
Windsor II Fund
|
|
|
|
|
|
|
|
|
|
|
(91,677
shares)
|
|
|
|
|
|
2,931,645
|
|
2,865,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,335,899
|
|
65,929,251
|
|
|
|
|
|
|
|
|
|
|
|
|
Line
1d(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Hartmarx
Corporation
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
(1,895,866
shares)
|
|
|
|
|
|
$
|
10,480,630
|
|
6,464,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investments
|
|
|
|
|
|
|
|
$
|
72,394,154
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Party-in-interest
to the Plan
|
|
|
|
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Hartmarx Plan
Administration Committee has duly caused this annual report to be signed on its
behalf by the undersigned, hereunto duly authorized.
|
|
|
HARTMARX
SAVINGS INVESTMENT
|
|
|
|
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AND STOCK OWNERSHIP
PLAN
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(Name
of Plan)
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Date:
June 27,
2008
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By:
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/s/
GLENN
R. MORGAN
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Glenn
R. Morgan
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Executive
Vice President, Chief
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Financial
Officer and Treasurer of
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Hartmarx
Corporation and Member of
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the
Hartmarx Plan Administration Committee
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EXHIBIT
23
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement No’s
2-32692, 2-44774, 2-53426, 2-64613, 2-83433, 33-6194, 33-42202, 333-03169,
333-107668, 333-127647 and 333-145886 on Form S-8 of Hartmarx Corporation, of
our report dated June 25, 2008 appearing in this Annual Report on Form 11-K of
the Hartmarx Savings Investment and Stock Ownership Plan for the year ended
December 31, 2007.
Crowe
Chizek and Company LLC
Oak
Brook, Illinois
June
25, 2008
16
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