##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended NOVEMBER 1, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-4365
 OXFORD INDUSTRIES, INC.
  Georgia
    
    58-0831862(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308  (Address of principal executive offices)     (Zip Code)
 (404) 659-2424  (Registrants telephone number, including area code)
 Not Applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Number of shares outstandingTitle of each class
    
    as of December 5, 2008Common Stock, $1 par value
    
    15,848,216




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##### 



PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Earnings (Unaudited)
    
    
    5Condensed Consolidated Balance Sheets (Unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    37PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    38Item 1A. Risk Factors
    
    
    38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    39Item 4. Submission of Matters to a Vote of Security Holders
    
    
    39Item 5. Other Information
    
    
    39Item 6. Exhibits
    
    
    40Signatures
    
    
    41EX-3.(B)EX-31.1EX-31.2EX-32
  2




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
   3




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DEFINITIONS
   Fiscal 2009
    
    52 weeks ending January 30, 2010Fiscal 2008
    
    52 weeks ending January 31, 2009Eight-month transition period ended February 2, 2008
    
    35 weeks and one day ended February 2, 200812 months ended February 2, 2008
    
    52 weeks and one day ended February 2, 2008Fiscal 2007
    
    52 weeks ended June 1, 2007Fourth quarter of fiscal 2008
    
    13 weeks ending January 31, 2009Third quarter of fiscal 2008
    
    13 weeks ended November 1, 2008Second quarter of fiscal 2008
    
    13 weeks ended August 2, 2008First quarter of fiscal 2008
    
    13 weeks ended May 3, 2008Three months ended February 2, 2008
    
    13 weeks and one day ended February 2, 2008Three months ended November 2, 2007
    
    13 weeks ended November 2, 2007Three months ended August 3, 2007
    
    13 weeks ended August 3, 2007Three months ended May 4, 2007
    
    13 weeks ended May 4, 2007First nine months of fiscal 2008
    
    39 weeks ended November 1, 2008Nine months ended November 2, 2007
    
    39 weeks ended November 2, 2007
 4




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 OXFORD INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 (UNAUDITED)
 (in thousands, except per share amounts)
 Third

    
    Three Months
    
    First Nine
    
    Nine MonthsQuarter
    
    Ended
    
    Months
    
    EndedFiscal 2008
    
    November 2,
    
    Fiscal 2008
    
    November 2,2007
    
    
    
    2007Net sales
    
    $
    244,186
    
    
    $
    286,325
    
    
    $
    747,648
    
    
    $
    823,332Cost of goods sold
    
    
    150,557
    
    
    
    174,078
    
    
    
    441,039
    
    
    
    487,514Gross profit
    
    
    93,629
    
    
    
    112,247
    
    
    
    306,609
    
    
    
    335,818Selling, general and administrative expenses
    
    
    84,637
    
    
    
    92,843
    
    
    
    273,243
    
    
    
    275,340Amortization of intangible assets
    
    
    692
    
    
    
    1,227
    
    
    
    5,538
    
    
    
    4,24085,329
    
    
    
    94,070
    
    
    
    278,781
    
    
    
    279,580Royalties and other operating income
    
    
    4,584
    
    
    
    4,999
    
    
    
    13,123
    
    
    
    14,476Operating income
    
    
    12,884
    
    
    
    23,176
    
    
    
    40,951
    
    
    
    70,714Interest expense, net
    
    
    6,437
    
    
    
    5,521
    
    
    
    18,754
    
    
    
    15,997Earnings before income taxes
    
    
    6,447
    
    
    
    17,655
    
    
    
    22,197
    
    
    
    54,717Income taxes
    
    
    1,672
    
    
    
    3,984
    
    
    
    6,432
    
    
    
    15,215Net earnings
    
    $
    4,775
    
    
    $
    13,671
    
    
    $
    15,765
    
    
    $
    39,502Net earnings per common share:Basic
    
    $
    0.31
    
    
    $
    0.77
    
    
    $
    1.01
    
    
    $
    2.22Diluted
    
    $
    0.31
    
    
    $
    0.76
    
    
    $
    1.00
    
    
    $
    2.20Weighted average common shares outstanding:Basic
    
    
    15,489
    
    
    
    17,820
    
    
    
    15,682
    
    
    
    17,777Dilutive impact of options and restricted shares
    
    
    92
    
    
    
    125
    
    
    
    91
    
    
    
    182Diluted
    
    
    15,581
    
    
    
    17,945
    
    
    
    15,773
    
    
    
    17,959Dividends declared per common share
    
    $
    0.18
    
    
    $
    0.18
    
    
    $
    0.54
    
    
    $
    0.54
  5




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OXFORD INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 (in thousands, except par amounts)
 November 1,
    
    February 2,
    
    November 2,2008
    
    2008
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    8,034
    
    
    $
    14,912
    
    
    $
    11,959Receivables, net
    
    
    119,960
    
    
    
    105,561
    
    
    
    156,424Inventories, net
    
    
    108,622
    
    
    
    158,925
    
    
    
    155,762Prepaid expenses
    
    
    21,120
    
    
    
    18,701
    
    
    
    21,979Total current assets
    
    
    257,736
    
    
    
    298,099
    
    
    
    346,124Property, plant and equipment, net
    
    
    93,348
    
    
    
    92,502
    
    
    
    90,190Goodwill, net
    
    
    248,569
    
    
    
    257,921
    
    
    
    225,039Intangible assets, net
    
    
    208,315
    
    
    
    230,933
    
    
    
    236,932Other non-current assets, net
    
    
    26,928
    
    
    
    30,817
    
    
    
    32,004Total Assets
    
    $
    834,896
    
    
    $
    910,272
    
    
    $
    930,289LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable and other accrued expenses
    
    $
    89,242
    
    
    $
    101,123
    
    
    $
    95,357Accrued compensation
    
    
    14,972
    
    
    
    14,485
    
    
    
    16,359Income taxes payable
    
    
    
    
    
    
    20
    
    
    
    2,656Dividends payable
    
    
    
    
    
    
    2,889
    
    
    
    3,236Short-term debt and current maturities of long-term debt
    
    
    16,038
    
    
    
    37,900
    
    
    
    416Total current liabilities
    
    
    120,252
    
    
    
    156,417
    
    
    
    118,024Long-term debt, less current maturities
    
    
    219,548
    
    
    
    234,414
    
    
    
    221,570Other non-current liabilities
    
    
    50,562
    
    
    
    50,909
    
    
    
    51,671Non-current deferred income taxes
    
    
    54,416
    
    
    
    60,984
    
    
    
    66,699Commitments and contingenciesShareholders Equity:Preferred stock, $1.00 par value; 30,000 authorized and
none issued and outstanding at November 1, 2008;
February 2, 2008; and November 2, 2007
    
    
    
    
    
    
    
    
    
    
    Common stock, $1.00 par value; 60,000 authorized and
15,866 issued and outstanding at November 1, 2008;
16,049 issued and outstanding at February 2, 2008; and
17,978 issued and outstanding at November 2, 2007
    
    
    15,866
    
    
    
    16,049
    
    
    
    17,978Additional paid-in capital
    
    
    87,465
    
    
    
    85,224
    
    
    
    84,651Retained earnings
    
    
    300,867
    
    
    
    293,212
    
    
    
    348,311Accumulated other comprehensive (loss) income
    
    
    (14,080
    )
    
    
    13,063
    
    
    
    21,385Total shareholders equity
    
    
    390,118
    
    
    
    407,548
    
    
    
    472,325Total Liabilities and Shareholders Equity
    
    $
    834,896
    
    
    $
    910,272
    
    
    $
    930,289
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OXFORD INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (in thousands)
 Nine MonthsFirst Nine
    
    EndedMonths
    
    November 2,Fiscal 2008
    
    2007Cash Flows From Operating Activities:Net earnings
    
    $
    15,765
    
    
    $
    39,502Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:Depreciation
    
    
    15,006
    
    
    
    13,322Amortization of intangible assets
    
    
    5,538
    
    
    
    4,240Amortization of deferred financing costs and bond discount
    
    
    2,572
    
    
    
    1,859Stock compensation expense
    
    
    2,629
    
    
    
    1,212Loss on sale of property, plant and equipment
    
    
    416
    
    
    
    701Equity income from unconsolidated entities
    
    
    (875
    )
    
    
    (476
    )Deferred income taxes
    
    
    (1,556
    )
    
    
    (6,548
    )Changes in working capital:Receivables
    
    
    (17,779
    )
    
    
    (47,633
    )Inventories
    
    
    47,086
    
    
    
    11,355Prepaid expenses
    
    
    (3,490
    )
    
    
    1,459Current liabilities
    
    
    (7,781
    )
    
    
    (17,132
    )Other non-current assets
    
    
    3,997
    
    
    
    (1,933
    )Other non-current liabilities
    
    
    (242
    )
    
    
    9,272Net cash provided by (used in) operating activities
    
    
    61,286
    
    
    
    9,200Cash Flows From Investing Activities:Acquisitions, net of cash acquired, and investment in unconsolidated entity
    
    
    (666
    )
    
    
    (22,081
    )Purchases of property, plant and equipment
    
    
    (17,280
    )
    
    
    (25,378
    )Proceeds from sale of property, plant and equipment
    
    
    16
    
    
    
    2,956Net cash provided by (used in) investing activities
    
    
    (17,930
    )
    
    
    (44,503
    )Cash Flows From Financing Activities:Repayment of financing arrangements
    
    
    (266,952
    )
    
    
    (71,997
    )Proceeds from financing arrangements
    
    
    230,430
    
    
    
    94,185Deferred financing costs paid
    
    
    (1,665
    )
    
    
    Proceeds from issuance of common stock including tax benefits
    
    
    264
    
    
    
    3,924Dividends on common stock
    
    
    (11,557
    )
    
    
    (9,632
    )Net cash provided by (used in) financing activities
    
    
    (49,480
    )
    
    
    16,480Net change in cash and cash equivalents
    
    
    (6,124
    )
    
    
    (18,823
    )Effect of foreign currency translation on cash and cash equivalents
    
    
    (754
    )
    
    
    320Cash and cash equivalents at the beginning of period
    
    
    14,912
    
    
    
    30,462Cash and cash equivalents at the end of period
    
    $
    8,034
    
    
    $
    11,959
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OXFORD INDUSTRIES, INC.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THIRD QUARTER OF FISCAL 2008
 1.
    
    Basis of Presentation:The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in
the United States for interim financial reporting and the instructions of Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United States. We
believe the accompanying unaudited condensed consolidated financial statements reflect all
normal, recurring adjustments that are necessary for a fair presentation of our financial
position and results of operations as of the date and for the periods presented. Results of
operations for the interim periods presented are not necessarily indicative of results to be
expected for our fiscal year primarily due to the impact of the restructuring charges and
other unusual items described in note 6 which do not occur evenly throughout the year and the
seasonality of our business. The accounting policies applied during the interim periods
presented are consistent with the significant accounting policies described in our Form 10-KT
for the eight-month transition period ended February 2, 2008. The information included in
this Form 10-Q should be read in conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations and the financial statements and notes thereto
included in our Form 10-KT for the eight-month transition period ended February 2, 2008.Recently Adopted StandardsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). In
February 2008, the FASB released FASB Staff Position 157-2 Effective Date of FASB Statement No.
157, which delayed the effective date of SFAS 157 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). We adopted SFAS 157 for financial assets and
liabilities during the first quarter of fiscal 2008. SFAS 157 provides enhanced guidance for using
fair value measurements for assets and liabilities which are required or permitted to be recorded
at fair value under another standard and does not extend the use of fair value beyond what is
currently required or permitted by other standards. SFAS 157 also requires additional disclosures
about the extent to which companies measure assets and liabilities at fair value, the information
used to measure fair value and the effect of fair value measurements on earnings. The adoption of
SFAS 157 for our financial assets and liabilities in fiscal 2008 did not have a material impact on
our consolidated financial statements. We are still in the process of evaluating the impact that
SFAS 157 will have on our non-financial assets and non-financial liabilities upon adoption in
fiscal 2009.SFAS 157 defines fair value as the exchange price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants at the measurement date. SFAS
157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair
value. This hierarchy requires that we maximize the use of observable inputs and minimize the use
of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Observable inputs other than quoted prices included in Level 1, such as quoted
prices for similar assets and liabilities in active markets; quoted prices for identical or
similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data.
    
    Level 3  Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities, which includes certain
pricing models, discounted cash flow methodologies and similar techniques that use
significant unobservable inputs.
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We have determined that certain foreign currency exchange contracts are the only financial
assets and liabilities measured at fair value on a recurring basis (at least annually) within the
scope of SFAS 157 that are included in our consolidated financial statements. Although we have had
forward foreign currency exchange contracts outstanding at certain times during fiscal 2008, as of
November 1, 2008 we had no forward foreign currency exchange contracts outstanding. Refer to Note 1
included in our Form 10-KT for the eight-month transition period ended February 2, 2008 for
additional information about our practices relating to forward foreign currency exchange contracts.In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS 159). We
adopted SFAS 159 in the first quarter of fiscal 2008. SFAS 159 permits entities to choose to
measure eligible items in the balance sheet at fair value at specified election dates with the
unrealized gains and losses recognized in net earnings. We did not elect to change the measurement
of any items in our balance sheet to fair value upon adoption; therefore the adoption of SFAS 159
did not have an impact on our financial statements.2.
    
    Inventories:The components of inventories as of the dates specified are summarized as
follows (in thousands):
 November 1,
    
    February 2,
    
    November 2,2008
    
    2008
    
    2007Finished goods
    
    $
    129,339
    
    
    $
    171,685
    
    
    $
    168,868Work in process
    
    
    7,187
    
    
    
    10,142
    
    
    
    7,268Fabric, trim and supplies
    
    
    11,146
    
    
    
    16,912
    
    
    
    18,910LIFO reserve
    
    
    (39,050
    )
    
    
    (39,814
    )
    
    
    (39,284
    )Total
    
    $
    108,622
    
    
    $
    158,925
    
    
    $
    155,762
 3.
    
    Comprehensive Income:Comprehensive income, which reflects the effects of foreign currency
translation adjustments, is calculated as follows for the periods presented (in thousands):
 Three Months
    
    
    
    
    
    Nine MonthsEnded
    
    First Nine
    
    EndedThird Quarter
    
    November 2,
    
    Months Fiscal
    
    November 2,Fiscal 2008
    
    2007
    
    2008
    
    2007Net earnings
    
    $
    4,775
    
    
    $
    13,671
    
    
    $
    15,765
    
    
    $
    39,502Gain (loss) on foreign currency translation, net of tax
    
    
    (26,418
    )
    
    
    3,306
    
    
    
    (27,143
    )
    
    
    11,961Comprehensive income
    
    $
    (21,643
    )
    
    $
    16,977
    
    
    $
    (11,378
    )
    
    $
    51,463
 4.
    
    Operating Group Information:Our business is operated through our four operating groups:
Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We identify our operating groups
based on the way our management organizes the components of our business for purposes of
allocating resources and assessing performance. The leader of each operating group reports
directly to our Chief Executive Officer. Corporate and Other is a reconciling category for
reporting purposes and includes our corporate offices, substantially all financing activities,
LIFO inventory accounting adjustments and other costs that are not allocated to the operating
groups. Corporate and Other includes a LIFO reserve of $39.1 million, $39.8 million and $39.3
million as of November 1, 2008, February 2, 2008 and November 2, 2007, respectively. For
further information on our operating groups, see Part I, Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations included in this report and Part I,
Item 1. Business in our Form 10-KT for the eight-month transition period ended February 2,
2008.
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The table below presents certain information about our operating groups (in thousands).
 Three Months
    
    First
    
    Nine MonthsThird Quarter
    
    Ended
    
    Nine Months
    
    EndedFiscal 2008
    
    November 2,
    
    Fiscal 2008
    
    November 2,2007
    
    
    
    2007Net SalesTommy Bahama
    
    $
    83,726
    
    
    $
    102,960
    
    
    $
    324,991
    
    
    $
    349,086Ben Sherman
    
    
    38,235
    
    
    
    46,668
    
    
    
    107,317
    
    
    
    122,418Lanier Clothes
    
    
    44,314
    
    
    
    52,861
    
    
    
    111,185
    
    
    
    127,079Oxford Apparel
    
    
    78,082
    
    
    
    83,348
    
    
    
    204,790
    
    
    
    222,801Corporate and Other
    
    
    (171
    )
    
    
    488
    
    
    
    (635
    )
    
    
    1,948Total
    
    $
    244,186
    
    
    $
    286,325
    
    
    $
    747,648
    
    
    $
    823,332DepreciationTommy Bahama
    
    $
    4,009
    
    
    $
    3,181
    
    
    $
    11,677
    
    
    $
    9,686Ben Sherman
    
    
    584
    
    
    
    664
    
    
    
    1,760
    
    
    
    1,902Lanier Clothes
    
    
    138
    
    
    
    200
    
    
    
    712
    
    
    
    627Oxford Apparel
    
    
    226
    
    
    
    255
    
    
    
    682
    
    
    
    816Corporate and Other
    
    
    66
    
    
    
    89
    
    
    
    175
    
    
    
    291Total
    
    $
    5,023
    
    
    $
    4,389
    
    
    $
    15,006
    
    
    $
    13,322Amortization of Intangible AssetsTommy Bahama
    
    $
    355
    
    
    $
    542
    
    
    $
    1,064
    
    
    $
    1,895Ben Sherman
    
    
    327
    
    
    
    614
    
    
    
    1,047
    
    
    
    2,130Lanier Clothes
    
    
    
    
    
    
    30
    
    
    
    2,267
    
    
    
    90Oxford Apparel
    
    
    10
    
    
    
    41
    
    
    
    1,160
    
    
    
    125Total
    
    $
    692
    
    
    $
    1,227
    
    
    $
    5,538
    
    
    $
    4,240Operating IncomeTommy Bahama
    
    $
    689
    
    
    $
    11,310
    
    
    $
    38,315
    
    
    $
    58,750Ben Sherman
    
    
    3,242
    
    
    
    5,595
    
    
    
    1,495
    
    
    
    5,825Lanier Clothes
    
    
    4,482
    
    
    
    2,618
    
    
    
    (6,894
    )
    
    
    1,865Oxford Apparel
    
    
    7,346
    
    
    
    7,376
    
    
    
    16,409
    
    
    
    17,710Corporate and Other
    
    
    (2,875
    )
    
    
    (3,723
    )
    
    
    (8,374
    )
    
    
    (13,436
    )Total Operating Income
    
    $
    12,884
    
    
    $
    23,176
    
    
    $
    40,951
    
    
    $
    70,714Interest Expense, net
    
    
    6,437
    
    
    
    5,521
    
    
    
    18,754
    
    
    
    15,997Earnings Before Income Taxes
    
    $
    6,447
    
    
    $
    17,655
    
    
    $
    22,197
    
    
    $
    54,717
 November 1,
    
    February 2,
    
    November 2,2008
    
    2008
    
    2007AssetsTommy Bahama
    
    $
    509,769
    
    
    $
    519,291
    
    
    $
    483,631Ben Sherman
    
    
    172,765
    
    
    
    208,829
    
    
    
    226,076Lanier Clothes
    
    
    70,750
    
    
    
    83,208
    
    
    
    101,514Oxford Apparel
    
    
    86,916
    
    
    
    102,253
    
    
    
    112,390Corporate and Other
    
    
    (5,304
    )
    
    
    (3,309
    )
    
    
    6,678Total
    
    $
    834,896
    
    
    $
    910,272
    
    
    $
    930,289
 10




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##### Table of Contents



5.
    
    Accelerated Share Repurchase Program:As discussed in our Form 10-KT for the eight-month
transition period ended February 2, 2008 and our Form 10-Qs for the first and second quarters
of fiscal 2008, on November 8, 2007, we entered into a $60 million accelerated share
repurchase agreement with Bank of America, N.A. On November 8, 2007, we made a payment of $60
million to Bank of America that was funded by borrowings under our Prior Credit Agreement (as
defined in Note 7 below). Bank of America made an initial delivery to us of approximately 1.9
million shares during November 2007 and a final delivery during May 2008 of approximately 0.6
million shares upon completion of the program. We acquired approximately 2.5 million shares at
a price of $24.03 per share.6.
    
    Restructuring Charges and Other Unusual Items:During the second quarter of fiscal 2008, we
incurred approximately $8.9 million of charges related to the impact of restructuring in our
Lanier Clothes and Oxford Apparel operating groups. In addition to these restructuring charges
recognized in the second quarter of fiscal 2008, we recognized other unusual items totaling a
charge of $0.3 million in Lanier Clothes and a net benefit of $1.2 million in Oxford Apparel,
substantially all of which charge and benefit is reflected in selling, general and
administrative expenses, or SG&A.Lanier Clothes incurred restructuring charges totaling approximately $9.2 million primarily
associated with our decision to exit from certain license agreements relating to the Nautica® and O
OscarTMbrands and the restructuring of our Arnold Brant® business. These charges
include costs associated with the disposal of the inventory, payments related to license
termination, the impairment of intangible assets associated with the Arnold Brant business,
severance costs and the impairment of certain property, plant and equipment. Approximately $2.5
million and $2.2 million of these charges were recorded in SG&A and amortization of intangible
assets, respectively, with the remaining charges being recognized in net sales and cost of goods
sold. Substantially all cash charges are anticipated to be paid prior to the end of fiscal 2008.
Approximately $1.9 million of the $9.2 million of charges for Lanier Clothes were reversed in cost
of goods sold in Corporate & Other as part of LIFO.Additionally, our Oxford Apparel operating group incurred certain restructuring charges totaling
approximately $1.6 million during the second quarter of fiscal 2008 associated with the decision to
exit the Solitude business. These charges include costs associated with the disposal of inventory
which are classified as a reduction to net sales and the impairment of intangible assets of $1.1
million associated with the Solitude business which is included in amortization of intangible
assets.The net benefit of $1.2 million in Oxford Apparel was primarily related to the resolution of a
contingent liability and the sale of a trademark partially offset by an increase in our bad debt
reserve due to certain customers bankruptcy filings.During the third quarter of fiscal 2008, we incurred an additional $0.6 million of restructuring
charges, primarily consisting of severance costs as we continue to focus on reducing overhead
within all operating groups and a write-off of approximately $0.9 million of unamortized financing
costs as discussed in Note 7 below. We anticipate incurring approximately $1.0 million of
additional restructuring charges in the fourth quarter of fiscal 2008.7.
    
    U.S. Revolving Credit Agreement:On August 15, 2008, we entered into a Second Amended and
Restated Credit Agreement (the U.S. Revolving Credit Agreement). The parties to the U.S.
Revolving Credit Agreement are Oxford Industries, Inc. and Tommy Bahama Group, Inc., as the
borrowers (the Borrowers), certain of our subsidiaries as guarantors (the Guarantors), the
financial institutions party thereto as lenders, the financial institutions party thereto as
issuing banks, and SunTrust Bank as administrative agent (the Administrative Agent). The
U.S. Revolving Credit Agreement amended and restated our Amended and Restated Credit Agreement
dated as of July 28, 2004, as previously amended (the Prior Credit Agreement), among Oxford
Industries, Inc., certain of our domestic subsidiaries as borrowers or guarantors, certain
financial institutions party thereto as lenders, certain financial institutions party thereto
as the issuing banks and SunTrust Bank, as administrative agent.The U.S. Revolving Credit Agreement provides for a revolving credit facility which may be used to
refinance existing funded debt, to fund working capital, to fund future acquisitions and for
general corporate purposes. The material terms of the U.S. Revolving Credit Agreement are as
follows:
 
    
    The U.S. Revolving Credit Agreement provides for a revolving credit facility of up to
$175 million, which may be increased by up to $100 million by us subject to certain
conditions. The Prior Credit Agreement provided for a revolving credit facility of up to
$280 million.
 11




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##### Table of Contents




    
    The total amount of availability under the U.S. Revolving Credit Agreement is limited to
a borrowing base consisting of specified percentages of eligible categories of assets. The
Administrative Agent has certain discretion to determine eligibility and to establish
reserves with respect to the calculation of borrowing base availability.
    
    We may request base rate advances or LIBOR advances. Base rate advances accrue interest
at floating rates equal to the higher of (i) SunTrust Banks prime lending rate or (ii) the
federal funds rate plus 50 basis points. LIBOR advances accrue interest at LIBOR plus an
applicable margin. We are also charged fees for letters of credit which are issued under
the U.S. Revolving Credit Agreement. The applicable margin on LIBOR advances and the letter
of credit fees are determined from a pricing grid which is based on the average unused
availability under the U.S. Revolving Credit Agreement. Interest rate margins on LIBOR
advances and standby letter of credit fees range from 175 basis points to 225 basis points,
while the letter of credit fees for trade letters of credit range from 100 basis points to
150 basis points. Unused line fees are calculated at a per annum rate of 30 basis points.
    
    Our obligations under the U.S. Revolving Credit Agreement are secured by a first
priority security interest in the Borrowers and the Guarantors accounts receivable (other
than royalty payments in respect of trademark licenses), inventory, investment property
(including the equity interests of certain subsidiaries), general intangibles (other than
trademarks, trade names and related rights), deposit accounts, inter-company obligations,
equipment, goods, documents, contracts, books and records and other personal property.
    
    The U.S. Revolving Credit Facility contains a financial covenant that applies only if
unused availability under the U.S. Revolving Credit Agreement is less than the greater of
(i) $26.25 million or (ii) 15% of the total revolving commitments for three consecutive
business days. In such case, our fixed charge coverage ratio must not be less than 1.0 to
1.0 for the immediately preceding 12 fiscal months for which financial statements have been
delivered. This financial covenant continues to apply until we have maintained unused
availability under the U.S. Revolving Credit Agreement of more than the greater of (i)
$26.25 million or (ii) 15% of the total revolving commitments for thirty consecutive days.
    
    The U.S. Revolving Credit Agreement contains a number of customary affirmative covenants
regarding, among other things, the delivery of financial and other information to the
Administrative Agent and other lenders, maintenance of records, compliance with law,
maintenance of property, insurance and conduct of business.
    
    The U.S. Revolving Credit Agreement also contains certain negative covenants, including,
among other things, covenants that limit our ability to (i) incur debt, (ii) guaranty
certain obligations, (iii) incur liens, (iv) pay dividends to shareholders or repurchase
shares of our common stock, (v) make investments, (vi) sell assets or stock of
subsidiaries, (vii) acquire assets or businesses, (viii) merge or consolidate with other
companies, or (ix) prepay, retire, repurchase or redeem debt.
    
    The U.S. Revolving Credit Agreement generally is scheduled to mature on August 15, 2013
as compared to the Prior Credit Agreement which had a maturity date of July 28, 2009.
 The above description of the U.S. Revolving Credit Agreement is not complete and is qualified
in its entirety by the actual terms of the U.S. Revolving Credit Agreement and the related Amended
and Restated Pledge and Security Agreement, attached as Exhibits 10.1 and 10.2, respectively, to
our Form 8-K filed with the SEC on August 19, 2008.As a result of amending and restating the U.S. Revolving Credit Agreement during the third
quarter of fiscal 2008, we wrote off approximately $0.9 million of unamortized financing costs
incurred in connection with the Prior Credit Agreement.
 12




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##### Table of Contents



8.
    
    Consolidating Financial Data of Subsidiary Guarantors:Our $200 million Senior Unsecured
Notes (Senior Unsecured Notes) are guaranteed by our wholly owned domestic subsidiaries
(Subsidiary Guarantors). All guarantees are full and unconditional. For consolidated
financial reporting purposes, non-guarantors consist of our subsidiaries which are organized
outside of the United States. We use the equity method with respect to investments in
subsidiaries included in other non-current assets in our condensed consolidating financial
statements. Set forth below are our unaudited condensed consolidating balance sheets as of
November 1, 2008, February 2, 2008, and November 2, 2007; our unaudited condensed
consolidating statements of earnings for the third quarter of fiscal 2008, the first nine
months of fiscal 2008, the three months ended November 2, 2007 and the nine months ended
November 2, 2007; and our unaudited condensed consolidating statements of cash flows for the
first nine months of fiscal 2008 and the nine months ended November 2, 2007 (in thousands).
 OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
November 1, 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    6,400
    
    
    $
    892
    
    
    $
    742
    
    
    $
    
    
    
    $
    8,034Receivables, net
    
    
    60,813
    
    
    
    38,009
    
    
    
    30,315
    
    
    
    (9,177
    )
    
    
    119,960Inventories
    
    
    33,432
    
    
    
    62,812
    
    
    
    14,097
    
    
    
    (1,719
    )
    
    
    108,622Prepaid expenses
    
    
    8,195
    
    
    
    8,844
    
    
    
    4,081
    
    
    
    
    
    
    
    21,120Total current assets
    
    
    108,840
    
    
    
    110,557
    
    
    
    49,235
    
    
    
    (10,896
    )
    
    
    257,736Property, plant and equipment, net
    
    
    9,181
    
    
    
    78,640
    
    
    
    5,527
    
    
    
    
    
    
    
    93,348Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    77,790
    
    
    
    
    
    
    
    248,569Intangible assets, net
    
    
    76
    
    
    
    131,515
    
    
    
    76,724
    
    
    
    
    
    
    
    208,315Other non-current assets, net
    
    
    813,500
    
    
    
    150,406
    
    
    
    35,277
    
    
    
    (972,255
    )
    
    
    26,928Total Assets
    
    $
    933,444
    
    
    $
    640,050
    
    
    $
    244,553
    
    
    $
    (983,151
    )
    
    $
    834,896LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    52,041
    
    
    $
    46,357
    
    
    $
    30,793
    
    
    $
    (8,939
    )
    
    $
    120,252Long-term debt, less current portion
    
    
    219,548
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,548Non-current liabilities
    
    
    275,153
    
    
    
    (223,522
    )
    
    
    108,077
    
    
    
    (109,146
    )
    
    
    50,562Non-current deferred income taxes
    
    
    (3,416
    )
    
    
    36,411
    
    
    
    21,421
    
    
    
    
    
    
    
    54,416Total shareholders/invested equity
    
    
    390,118
    
    
    
    780,804
    
    
    
    84,262
    
    
    
    (865,066
    )
    
    
    390,118Total Liabilities and Shareholders Equity
    
    $
    933,444
    
    
    $
    640,050
    
    
    $
    244,553
    
    
    $
    (983,151
    )
    
    $
    834,896
 13




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OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
February 2, 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    2,100
    
    
    $
    1,050
    
    
    $
    11,762
    
    
    $
    
    
    
    $
    14,912Receivables, net
    
    
    52,599
    
    
    
    38,244
    
    
    
    20,763
    
    
    
    (6,045
    )
    
    
    105,561Inventories
    
    
    64,896
    
    
    
    76,462
    
    
    
    18,826
    
    
    
    (1,259
    )
    
    
    158,925Prepaid expenses
    
    
    6,595
    
    
    
    8,475
    
    
    
    3,631
    
    
    
    
    
    
    
    18,701Total current assets
    
    
    126,190
    
    
    
    124,231
    
    
    
    54,982
    
    
    
    (7,304
    )
    
    
    298,099Property, plant and equipment, net
    
    
    7,933
    
    
    
    77,652
    
    
    
    6,917
    
    
    
    
    
    
    
    92,502Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    87,142
    
    
    
    
    
    
    
    257,921Intangible assets, net
    
    
    1,235
    
    
    
    134,846
    
    
    
    94,852
    
    
    
    
    
    
    
    230,933Other non-current assets, net
    
    
    825,252
    
    
    
    150,142
    
    
    
    70,673
    
    
    
    (1,015,250
    )
    
    
    30,817Total Assets
    
    $
    962,457
    
    
    $
    655,803
    
    
    $
    314,566
    
    
    $
    (1,022,554
    )
    
    $
    910,272LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    78,518
    
    
    $
    54,268
    
    
    $
    29,066
    
    
    $
    (5,435
    )
    
    $
    156,417Long-term debt, less current portion
    
    
    234,414
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,414Non-current liabilities
    
    
    246,261
    
    
    
    (197,557
    )
    
    
    111,564
    
    
    
    (109,359
    )
    
    
    50,909Non-current deferred income taxes
    
    
    (4,284
    )
    
    
    38,910
    
    
    
    26,358
    
    
    
    
    
    
    
    60,984Total shareholders/invested equity
    
    
    407,548
    
    
    
    760,182
    
    
    
    147,578
    
    
    
    (907,760
    )
    
    
    407,548Total Liabilities and Shareholders Equity
    
    $
    962,457
    
    
    $
    655,803
    
    
    $
    314,566
    
    
    $
    (1,022,554
    )
    
    $
    910,272
 14




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##### Table of Contents



OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
November 2, 2007
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    3,718
    
    
    $
    1,145
    
    
    $
    7,096
    
    
    $
    
    
    
    $
    11,959Receivables, net
    
    
    78,309
    
    
    
    50,791
    
    
    
    33,395
    
    
    
    (6,071
    )
    
    
    156,424Inventories
    
    
    68,503
    
    
    
    71,222
    
    
    
    17,378
    
    
    
    (1,341
    )
    
    
    155,762Prepaid expenses
    
    
    7,492
    
    
    
    9,299
    
    
    
    5,188
    
    
    
    
    
    
    
    21,979Total current assets
    
    
    158,022
    
    
    
    132,457
    
    
    
    63,057
    
    
    
    (7,412
    )
    
    
    346,124Property, plant and equipment, net
    
    
    8,592
    
    
    
    74,655
    
    
    
    6,943
    
    
    
    
    
    
    
    90,190Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    54,260
    
    
    
    
    
    
    
    225,039Intangible assets, net
    
    
    1,278
    
    
    
    135,417
    
    
    
    100,237
    
    
    
    
    
    
    
    236,932Other non-current assets, net
    
    
    795,589
    
    
    
    149,981
    
    
    
    1,355
    
    
    
    (914,921
    )
    
    
    32,004Total Assets
    
    $
    965,328
    
    
    $
    661,442
    
    
    $
    225,852
    
    
    $
    (922,333
    )
    
    $
    930,289LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    41,053
    
    
    $
    55,471
    
    
    $
    27,201
    
    
    $
    (5,701
    )
    
    $
    118,024Long-term debt, less current portion
    
    
    221,570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,570Non-current liabilities
    
    
    234,554
    
    
    
    (182,186
    )
    
    
    108,451
    
    
    
    (109,148
    )
    
    
    51,671Non-current deferred income taxes
    
    
    (4,174
    )
    
    
    43,104
    
    
    
    27,769
    
    
    
    
    
    
    
    66,699Total shareholders/invested equity
    
    
    472,325
    
    
    
    745,053
    
    
    
    62,431
    
    
    
    (807,484
    )
    
    
    472,325Total Liabilities and Shareholders Equity
    
    $
    965,328
    
    
    $
    661,442
    
    
    $
    225,852
    
    
    $
    (922,333
    )
    
    $
    930,289
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##### Table of Contents



OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Third Quarter Fiscal 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    120,087
    
    
    $
    96,584
    
    
    $
    42,153
    
    
    $
    (14,638
    )
    
    $
    244,186Cost of goods sold
    
    
    94,253
    
    
    
    46,819
    
    
    
    18,117
    
    
    
    (8,632
    )
    
    
    150,557Gross profit
    
    
    25,834
    
    
    
    49,765
    
    
    
    24,036
    
    
    
    (6,006
    )
    
    
    93,629Selling, general and administrative
    
    
    16,590
    
    
    
    56,607
    
    
    
    18,224
    
    
    
    (6,092
    )
    
    
    85,329Royalties and other income
    
    
    2
    
    
    
    3,119
    
    
    
    1,723
    
    
    
    (260
    )
    
    
    4,584Operating income
    
    
    9,246
    
    
    
    (3,723
    )
    
    
    7,535
    
    
    
    (174
    )
    
    
    12,884Interest (income) expense, net
    
    
    6,935
    
    
    
    (2,814
    )
    
    
    2,316
    
    
    
    
    
    
    
    6,437Income from equity investment
    
    
    4,494
    
    
    
    
    
    
    
    
    
    
    
    (4,494
    )
    
    
    Earnings before income taxes
    
    
    6,805
    
    
    
    (909
    )
    
    
    5,219
    
    
    
    (4,668
    )
    
    
    6,447Income taxes (benefit)
    
    
    1,917
    
    
    
    (1,131
    )
    
    
    947
    
    
    
    (61
    )
    
    
    1,672Net earnings
    
    $
    4,888
    
    
    $
    222
    
    
    $
    4,272
    
    
    $
    (4,607
    )
    
    $
    4,775First Nine Months Fiscal 2008Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    310,481
    
    
    $
    355,692
    
    
    $
    116,406
    
    
    $
    (34,931
    )
    
    $
    747,648Cost of goods sold
    
    
    245,934
    
    
    
    161,670
    
    
    
    50,226
    
    
    
    (16,791
    )
    
    
    441,039Gross profit
    
    
    64,547
    
    
    
    194,022
    
    
    
    66,180
    
    
    
    (18,140
    )
    
    
    306,609Selling, general and administrative
    
    
    55,266
    
    
    
    184,449
    
    
    
    58,128
    
    
    
    (19,062
    )
    
    
    278,781Royalties and other income
    
    
    539
    
    
    
    9,053
    
    
    
    4,912
    
    
    
    (1,381
    )
    
    
    13,123Operating income
    
    
    9,820
    
    
    
    18,626
    
    
    
    12,964
    
    
    
    (459
    )
    
    
    40,951Interest (income) expense, net
    
    
    20,453
    
    
    
    (8,875
    )
    
    
    7,176
    
    
    
    
    
    
    
    18,754Income from equity investment
    
    
    25,015
    
    
    
    
    
    
    
    
    
    
    
    (25,015
    )
    
    
    Earnings before income taxes
    
    
    14,382
    
    
    
    27,501
    
    
    
    5,788
    
    
    
    (25,474
    )
    
    
    22,197Income taxes (benefit)
    
    
    (1,681
    )
    
    
    6,862
    
    
    
    1,412
    
    
    
    (161
    )
    
    
    6,432Net earnings
    
    $
    16,063
    
    
    $
    20,639
    
    
    $
    4,376
    
    
    $
    (25,313
    )
    
    $
    15,765
 16




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##### Table of Contents



OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Three Months Ended November 2, 2007
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    132,930
    
    
    $
    115,548
    
    
    $
    48,968
    
    
    $
    (11,121
    )
    
    $
    286,325Cost of goods sold
    
    
    102,081
    
    
    
    53,346
    
    
    
    21,743
    
    
    
    (3,092
    )
    
    
    174,078Gross profit
    
    
    30,849
    
    
    
    62,202
    
    
    
    27,225
    
    
    
    (8,029
    )
    
    
    112,247Selling, general and administrative
    
    
    23,785
    
    
    
    56,370
    
    
    
    22,228
    
    
    
    (8,313
    )
    
    
    94,070Royalties and other income
    
    
    
    
    
    
    2,788
    
    
    
    2,727
    
    
    
    (516
    )
    
    
    4,999Operating income
    
    
    7,064
    
    
    
    8,620
    
    
    
    7,724
    
    
    
    (232
    )
    
    
    23,176Interest (income) expense, net
    
    
    6,640
    
    
    
    (3,574
    )
    
    
    2,433
    
    
    
    22
    
    
    
    5,521Income from equity investment
    
    
    14,647
    
    
    
    1
    
    
    
    
    
    
    
    (14,648
    )
    
    
    Earnings before income taxes
    
    
    15,071
    
    
    
    12,195
    
    
    
    5,291
    
    
    
    (14,902
    )
    
    
    17,655Income taxes (benefit)
    
    
    1,238
    
    
    
    2,890
    
    
    
    (53
    )
    
    
    (91
    )
    
    
    3,984Net earnings
    
    $
    13,833
    
    
    $
    9,305
    
    
    $
    5,344
    
    
    $
    (14,811
    )
    
    $
    13,671Nine Months Ended November 2, 2007Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    342,212
    
    
    $
    386,707
    
    
    $
    124,854
    
    
    $
    (30,441
    )
    
    $
    823,332Cost of goods sold
    
    
    264,247
    
    
    
    175,375
    
    
    
    55,222
    
    
    
    (7,330
    )
    
    
    487,514Gross profit
    
    
    77,965
    
    
    
    211,332
    
    
    
    69,632
    
    
    
    (23,111
    )
    
    
    335,818Selling, general and administrative
    
    
    68,819
    
    
    
    170,620
    
    
    
    63,952
    
    
    
    (23,811
    )
    
    
    279,580Royalties and other income
    
    
    2,148
    
    
    
    8,452
    
    
    
    5,237
    
    
    
    (1,361
    )
    
    
    14,476Operating income
    
    
    11,294
    
    
    
    49,164
    
    
    
    10,917
    
    
    
    (661
    )
    
    
    70,714Interest (income) expense, net
    
    
    19,085
    
    
    
    (10,039
    )
    
    
    6,883
    
    
    
    68
    
    
    
    15,997Income from equity investment
    
    
    47,819
    
    
    
    (1
    )
    
    
    
    
    
    
    (47,818
    )
    
    
    Earnings before income taxes
    
    
    40,028
    
    
    
    59,202
    
    
    
    4,034
    
    
    
    (48,547
    )
    
    
    54,717Income taxes (benefit)
    
    
    49
    
    
    
    17,435
    
    
    
    (2,017
    )
    
    
    (252
    )
    
    
    15,215Net earnings
    
    $
    39,979
    
    
    $
    41,767
    
    
    $
    6,051
    
    
    $
    (48,295
    )
    
    $
    39,502
 17




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##### Table of Contents



OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Nine Months Fiscal 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalCash Flows From Operating Activities:Net cash (used in) provided by
operating activities
    
    $
    20,801
    
    
    $
    42,844
    
    
    $
    (2,144
    )
    
    $
    (215
    )
    
    $
    61,286Cash Flows from Investing Activities:Investment in unconsolidated entity
    
    
    
    
    
    
    (628
    )
    
    
    (38
    )
    
    
    
    
    
    
    (666
    )Purchases of property, plant and
equipment
    
    
    (2,656
    )
    
    
    (13,680
    )
    
    
    (944
    )
    
    
    
    
    
    
    (17,280
    )Proceeds from sale of property, plant
and equipment
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Net cash (used in) provided by
investing activities
    
    
    (2,640
    )
    
    
    (14,308
    )
    
    
    (982
    )
    
    
    
    
    
    
    (17,930
    )Cash Flows from Financing Activities:Change in debt
    
    
    (38,762
    )
    
    
    (1
    )
    
    
    2,241
    
    
    
    
    
    
    
    (36,522
    )Deferred financing costs paid
    
    
    (1,665
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,665
    )Proceeds from issuance of common stock
    
    
    281
    
    
    
    (17
    )
    
    
    
    
    
    
    
    
    
    
    264Change in inter-company payable
    
    
    31,884
    
    
    
    (28,676
    )
    
    
    (3,423
    )
    
    
    215
    
    
    
    Dividends on common stock
    
    
    (5,599
    )
    
    
    
    
    
    
    (5,958
    )
    
    
    
    
    
    
    (11,557
    )Net cash (used in) provided by
financing activities
    
    
    (13,861
    )
    
    
    (28,694
    )
    
    
    (7,140
    )
    
    
    215
    
    
    
    (49,480
    )Net change in Cash and Cash Equivalents
    
    
    4,300
    
    
    
    (158
    )
    
    
    (10,266
    )
    
    
    
    
    
    
    (6,124
    )Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    (754
    )
    
    
    
    
    
    
    (754
    )Cash and Cash Equivalents at the
Beginning of Period
    
    
    2,100
    
    
    
    1,050
    
    
    
    11,762
    
    
    
    
    
    
    
    14,912Cash and Cash Equivalents at the End
of Period
    
    $
    6,400
    
    
    $
    892
    
    
    $
    742
    
    
    $
    
    
    
    $
    8,034
 18




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##### Table of Contents



OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended November 2, 2007
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalCash Flows From Operating Activities:Net cash (used in) provided by
operating activities
    
    $
    (34,217
    )
    
    $
    47,002
    
    
    $
    (2,704
    )
    
    $
    (881
    )
    
    $
    9,200Cash Flows from Investing Activities:Acquisitions, net of cash acquired, and investment in unconsolidated entity
    
    
    (21,562
    )
    
    
    (519
    )
    
    
    
    
    
    
    
    
    
    
    (22,081
    )Purchases of property, plant and
equipment
    
    
    (590
    )
    
    
    (23,032
    )
    
    
    (1,756
    )
    
    
    
    
    
    
    (25,378
    )Proceeds from sale of property, plant
and equipment
    
    
    2,956
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,956Net cash (used in) provided by
investing activities
    
    
    (19,196
    )
    
    
    (23,551
    )
    
    
    (1,756
    )
    
    
    
    
    
    
    (44,503
    )Cash Flows from Financing Activities:Change in debt
    
    
    22,200
    
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    22,188Proceeds from issuance of common stock
    
    
    3,924
    
    
    
    
    
    
    
    (613
    )
    
    
    613
    
    
    
    3,924Change in inter-company payable
    
    
    15,957
    
    
    
    (22,992
    )
    
    
    4,678
    
    
    
    2,357
    
    
    
    Dividends on common stock
    
    
    (9,632
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,632
    )Net cash (used in) provided by
financing activities
    
    
    32,449
    
    
    
    (23,004
    )
    
    
    4,065
    
    
    
    2,970
    
    
    
    16,480Net change in Cash and Cash Equivalents
    
    
    (20,964
    )
    
    
    447
    
    
    
    (395
    )
    
    
    2,089
    
    
    
    (18,823
    )Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    
    
    
    
    320Cash and Cash Equivalents at the
Beginning of Period
    
    
    24,682
    
    
    
    698
    
    
    
    7,171
    
    
    
    (2,089
    )
    
    
    30,462Cash and Cash Equivalents at the End
of Period
    
    $
    3,718
    
    
    $
    1,145
    
    
    $
    7,096
    
    
    $
    
    
    
    $
    11,959
 19




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
    
    
    Tommy Bahamas operating income decreased $10.6 million, or 93.9%, during the third
quarter of fiscal 2008 compared to the three months ended November 2, 2007. The decrease
was primarily due to the impact of the current economic environment on sales at our
owned retail stores and in our wholesale business and higher SG&A expenses associated
with operating additional retail stores. These factors were partially offset by
reductions in overhead during the third quarter of fiscal 2008. The third quarter
historically has been Tommy Bahamas weakest quarter at our owned retail stores, but the
third quarter of fiscal 2008 was particularly weak as a result of significantly
diminished traffic during September and October.
    
    Ben Shermans operating income decreased $2.4 million, or 42.1%, during the third
quarter of fiscal 2008 compared to the three months ended November 2, 2007. The decrease
in operating income was primarily due to lower sales in our United Kingdom business as
we exited certain lower tier customer accounts that were still active in the three
months ended November 2, 2007 as part of our efforts to reposition the brand, the
current economic conditions and the impact of the weaker British pound versus the U.S.
dollar during the third quarter of fiscal 2008. The impact of the sales decrease in the
United Kingdom was partially offset by increased sales in other markets and reductions
in overhead.
    
    Lanier Clothes operating income increased $1.9 million, or 71.2%, during the third
quarter of fiscal 2008 compared to the three months ended November 2, 2007. This
increase in operating income was primarily attributable to reductions in SG&A. Net sales
declined during the third quarter of fiscal 2008 compared to the three months ended
November 2, 2007 primarily due to the winding down of the Oscar de la Renta and Nautica
licensed businesses, the restructuring of the Arnold Brant business and
the impact of the weak demand in the tailored clothing market. The sales decline resulted
in a decline in gross profit which was more than offset by the reductions in overhead.
 20




---



##### Table of Contents




    
    Oxford Apparels operating income was flat during the third quarter of fiscal 2008
compared to the three months ended November 2, 2007. The third quarter of fiscal 2008
provided lower sales levels due to the current economic conditions and our continued
focus on key product categories and lines of business. The impact of the lower sales was
offset by a significant reduction in SG&A in the third quarter of fiscal 2008. Also, the
same period of the prior year included charges totaling $1.0 million associated with the sale
of Oxford Apparels last owned manufacturing facility.
    
    Corporate and Others operating loss decreased $0.8 million, or 22.8%, in the third
quarter of fiscal 2008 compared to the three months ended November 2, 2007. This
decrease in operating loss was primarily due to the impact of lower corporate SG&A.
 ACCELERATED SHARE REPURCHASE PROGRAM
  U.S. REVOLVING CREDIT AGREEMENT
  RESULTS OF OPERATIONS
  21




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##### Table of Contents



Three
    
    
    
    
    
    
    
    
    
    NineMonths
    
    
    
    
    
    
    
    
    
    MonthsThird
    
    Ended
    
    
    
    
    
    First Nine
    
    EndedQuarter
    
    November 2,
    
    Percent
    
    Months
    
    November 2,
    
    PercentFiscal 2008
    
    2007
    
    Change
    
    Fiscal 2008
    
    2007
    
    ChangeNet sales
    
    $
    244,186
    
    
    $
    286,325
    
    
    
    (14.7
    %)
    
    $
    747,648
    
    
    $
    823,332
    
    
    
    (9.2
    %)Cost of goods sold
    
    
    150,557
    
    
    
    174,078
    
    
    
    (13.5
    %)
    
    
    441,039
    
    
    
    487,514
    
    
    
    (9.5
    %)Gross profit
    
    
    93,629
    
    
    
    112,247
    
    
    
    (16.6
    %)
    
    
    306,609
    
    
    
    335,818
    
    
    
    (8.7
    %)Selling, general and
administrative
expenses
    
    
    84,637
    
    
    
    92,843
    
    
    
    (8.8
    %)
    
    
    273,243
    
    
    
    275,340
    
    
    
    (0.8
    %)Amortization of
intangible assets
    
    
    692
    
    
    
    1,227
    
    
    
    (43.6
    %)
    
    
    5,538
    
    
    
    4,240
    
    
    
    30.6
    %Royalties and other
operating income
    
    
    4,584
    
    
    
    4,999
    
    
    
    (8.3
    %)
    
    
    13,123
    
    
    
    14,476
    
    
    
    (9.3
    %)Operating income
    
    
    12,884
    
    
    
    23,176
    
    
    
    (44.4
    %)
    
    
    40,951
    
    
    
    70,714
    
    
    
    (42.1
    %)Interest expense, net
    
    
    6,437
    
    
    
    5,521
    
    
    
    16.6
    %
    
    
    18,754
    
    
    
    15,997
    
    
    
    17.2
    %Earnings before
income taxes
    
    
    6,447
    
    
    
    17,655
    
    
    
    (63.5
    %)
    
    
    22,197
    
    
    
    54,717
    
    
    
    (59.4
    %)Income taxes
    
    
    1,672
    
    
    
    3,984
    
    
    
    (58.0
    %)
    
    
    6,432
    
    
    
    15,215
    
    
    
    (57.7
    %)Net earnings
    
    $
    4,775
    
    
    $
    13,671
    
    
    
    (65.1
    %)
    
    $
    15,765
    
    
    $
    39,502
    
    
    
    (60.1
    %)The following table sets forth the line items in our consolidated statements of earnings as a
percentage of net sales. We have calculated all percentages based on actual data, but columns may
not add due to rounding.Percent of Net SalesThree
    




    
    
    
    
    NineMonths
    




    
    
    
    
    MonthsThird
    
    Ended
    




    First Nine
    
    EndedQuarter
    
    November 2,
    




    Months
    
    November 2,Fiscal 2008
    
    2007
    




    Fiscal 2008
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    




    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    61.7
    %
    
    
    60.8
    %
    




    
    59.0
    %
    
    
    59.2
    %Gross profit
    
    
    38.3
    %
    
    
    39.2
    %
    




    
    41.0
    %
    
    
    40.8
    %Selling, general and
administrative
expenses
    
    
    34.7
    %
    
    
    32.4
    %
    




    
    36.5
    %
    
    
    33.4
    %Amortization of
intangible assets
    
    
    0.3
    %
    
    
    0.4
    %
    




    
    0.7
    %
    
    
    0.5
    %Royalties
and other operating income
    
    
    1.9
    %
    
    
    1.7
    %
    




    
    1.8
    %
    
    
    1.8
    %Operating income
    
    
    5.3
    %
    
    
    8.1
    %
    




    
    5.5
    %
    
    
    8.6
    %Interest expense, net
    
    
    2.6
    %
    
    
    1.9
    %
    




    
    2.5
    %
    
    
    1.9
    %Earnings before
income taxes
    
    
    2.6
    %
    
    
    6.2
    %
    




    
    3.0
    %
    
    
    6.6
    %Income taxes
    
    
    0.7
    %
    
    
    1.4
    %
    




    
    0.9
    %
    
    
    1.8
    %Net earnings
    
    
    2.0
    %
    
    
    4.8
    %
    




    
    2.1
    %
    
    
    4.8
    %
 22




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##### Table of Contents



OPERATING GROUP INFORMATION
       23




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##### Table of Contents



ThreeMonths
    
    
    
    
    
    
    
    
    
    Nine MonthsThird
    
    Ended
    
    
    
    
    
    First
    
    EndedQuarter
    
    November 2,
    
    Percent
    
    Nine Months
    
    November 2,
    
    PercentFiscal 2008
    
    2007
    
    Change
    
    Fiscal 2008
    
    2007
    
    ChangeNet SalesTommy Bahama
    
    $
    83,726
    
    
    $
    102,960
    
    
    
    (18.7
    %)
    
    $
    324,991
    
    
    $
    349,086
    
    
    
    (6.9
    %)Ben Sherman
    
    
    38,235
    
    
    
    46,668
    
    
    
    (18.1
    %)
    
    
    107,317
    
    
    
    122,418
    
    
    
    (12.3
    %)Lanier Clothes
    
    
    44,314
    
    
    
    52,861
    
    
    
    (16.2
    %)
    
    
    111,185
    
    
    
    127,079
    
    
    
    (12.5
    %)Oxford Apparel
    
    
    78,082
    
    
    
    83,348
    
    
    
    (6.3
    %)
    
    
    204,790
    
    
    
    222,801
    
    
    
    (8.1
    %)Corporate and Other
    
    
    (171
    )
    
    
    488
    
    
    
    (135.0
    %)
    
    
    (635
    )
    
    
    1,948
    
    
    
    (132.6
    %)Total
    
    $
    244,186
    
    
    $
    286,325
    
    
    
    (14.7
    %)
    
    $
    747,648
    
    
    $
    823,332
    
    
    
    (9.2
    %)Operating IncomeTommy Bahama
    
    $
    689
    
    
    $
    11,310
    
    
    
    (93.9
    %)
    
    $
    38,315
    
    
    $
    58,750
    
    
    
    (34.8
    %)Ben Sherman
    
    
    3,242
    
    
    
    5,595
    
    
    
    (42.1
    %)
    
    
    1,495
    
    
    
    5,825
    
    
    
    (74.3
    %)Lanier Clothes
    
    
    4,482
    
    
    
    2,618
    
    
    
    71.2
    %
    
    
    (6,894
    )
    
    
    1,865
    
    
    
    (469.7
    %)Oxford Apparel
    
    
    7,346
    
    
    
    7,376
    
    
    
    (0.4
    %)
    
    
    16,409
    
    
    
    17,710
    
    
    
    (7.3
    %)Corporate and Other
    
    
    (2,875
    )
    
    
    (3,723
    )
    
    
    22.8
    %
    
    
    (8,374
    )
    
    
    (13,436
    )
    
    
    37.7
    %Total
    
    $
    12,884
    
    
    $
    23,176
    
    
    
    (44.4
    %)
    
    $
    40,951
    
    
    $
    70,714
    
    
    
    (42.1
    %)
  THIRD QUARTER OF FISCAL 2008 COMPARED TO THREE MONTHS ENDED NOVEMBER 2, 2007
  Net sales
   24




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##### Table of Contents



Gross profit
  SG&A
 Amortization of intangible assets
 Royalties and other operating income
 Operating income
   25




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##### Table of Contents



Interest expense, net
 Income Taxes
 Diluted net earnings per common share
 FIRST NINE MONTHS OF FISCAL 2008 COMPARED TO NINE MONTHS ENDED NOVEMBER 2, 2007
  Net sales
  26




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##### Table of Contents



Gross profit
  SG&A
 Amortization
of intangible assets
 Royalties and other operating income
 27




---



##### Table of Contents



Operating income
      Interest expense, net
 Income Taxes
 Diluted net earnings per common share
 28




---



##### Table of Contents



FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
   Cash and cash equivalents
 Operating Activities
   Receivables
 Inventories
 Prepaid expenses
 29




---



##### Table of Contents



Current liabilities
 Other non-current liabilities,
 Non-current deferred income taxes
 Investing Activities
  Non-current asset
 Financing Activities
    30




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##### Table of Contents



Debt,
 Liquidity and Capital Resources
  November 1, 2008$175 million U.S. Secured Revolving Credit Facility (U.S. Revolving Credit
Agreement), which is limited to a borrowing base consisting of specified
percentages of eligible categories of assets, accrues interest (4.0% at
November 1, 2008), unused line fees and letter of credit fees based upon a
pricing grid which is tied to average unused availability, requires interest
payments monthly with principal due at maturity (August 15, 2013) and is
secured by a first priority security interest in the accounts receivable
(other than royalty payments in respective of trademark licenses),
inventory, investment property (including the equity interests of certain
subsidiaries), general intangibles (other than trademarks, trade names and
related rights), deposit accounts, inter-company obligations, equipment,
goods, documents, contracts, books and records and other personal property
of Oxford Industries, Inc. and its consolidated domestic subsidiaries(1)
    
    $
    34,138£12 million Senior Secured Revolving Credit Facility (U.K. Revolving Credit
Agreement), which accrues interest at the banks base rate plus 1.35% (5.5%
at November 1, 2008), requires interest payments monthly with principal
payable on demand or at maturity (August 2009) and is collateralized by
substantially all of the United Kingdom assets of Ben Sherman
    
    
    1,900$200 million Senior Unsecured Notes (Senior Unsecured Notes), which accrue
interest at 8.875% (effective interest rate of 9.0%) and require interest
payments semi-annually on June 1 and December 1 of each year, require
payment of principal at maturity (June 2011), are subject to certain
prepayment penalties and are guaranteed by our consolidated domestic
subsidiaries
    
    
    200,000Unamortized discount on Senior Unsecured Notes
    
    
    (452
    )Total debt
    
    
    235,586Short-term debt and current maturities of long-term debt
    
    
    (16,038
    )Long-term debt, less short-term debt and current maturities of long-term debt
    
    $
    219,548
 
 (1)
    
    $20.0 million of the amount outstanding under the U.S. Revolving Credit Agreement at
November 1, 2008 was classified as long-term debt. The amount classified as long-term debt
represents the minimum amount we anticipate being outstanding under the U.S. Revolving
Credit Agreement in fiscal 2008. U.S. Revolving Credit Agreement
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
    
    The U.S. Revolving Credit Agreement provides for a revolving credit facility of up to
$175 million, which may be increased by up to $100 million by us subject to certain
conditions. The Prior Credit Agreement provided for a revolving credit facility of up to
$280 million.
    
    The total amount of availability under the U.S. Revolving Credit Agreement is limited to
a borrowing base consisting of specified percentages of eligible categories of assets. The
Administrative Agent has certain discretion to determine eligibility and to establish
reserves with respect to the calculation of borrowing base availability.
    
    We may request base rate advances or LIBOR advances. Base rate advances accrue interest
at floating rates equal to the higher of (i) SunTrust Banks prime lending rate or (ii) the
federal funds rate plus 50 basis points. LIBOR advances accrue interest at LIBOR plus an
applicable margin. We are also charged fees for letters of credit which are issued under
the U.S. Revolving Credit Agreement. The applicable margin on LIBOR advances and the letter
of credit fees are determined from a pricing grid which is based on the average unused
availability under the U.S. Revolving Credit Agreement. Interest rate margins on LIBOR
advances and standby letter of credit fees range from 175 basis points to 225 basis points,
while the letter of credit fees for trade letters of credit range from 100 basis points to
150 basis points. Unused line fees are calculated at a per annum rate of 30 basis points.
    
    Our obligations under the U.S. Revolving Credit Agreement are secured by a first
priority security interest in the Borrowers and the Guarantors accounts receivable (other
than royalty payments in respect of trademark licenses), inventory, investment property
(including the equity interests of certain subsidiaries), general intangibles (other than
trademarks, trade names and related rights), deposit accounts, inter-company obligations,
equipment, goods, documents, contracts, books and records and other personal property.
    
    The U.S. Revolving Credit Facility contains a financial covenant that applies only if
unused availability under the U.S. Revolving Credit Agreement is less than the greater of
(i) $26.25 million or (ii) 15% of the total revolving commitments for three consecutive
business days. In such case, our fixed charge coverage ratio must not be less than 1.0 to
1.0 for the immediately preceding 12 fiscal months for which financial statements have been
delivered. This financial covenant continues to apply until we have maintained unused
availability under the U.S. Revolving Credit Agreement of more than the greater of (i)
$26.25 million or (ii) 15% of the total revolving commitments for thirty consecutive days.
    
    The U.S. Revolving Credit Agreement contains a number of customary affirmative covenants
regarding, among other things, the delivery of financial and other information to the
Administrative Agent and other lenders, maintenance of records, compliance with law,
maintenance of property, insurance and conduct of business.
    
    The U.S. Revolving Credit Agreement also contains certain negative covenants, including,
among other things, covenants that limit our ability to (i) incur debt, (ii) guaranty
certain obligations, (iii) incur liens, (iv) pay dividends to shareholders or repurchase
shares of our common stock, (v) make investments, (vi) sell assets or stock of
subsidiaries, (vii) acquire assets or businesses, (viii) merge or consolidate with other
companies, or (ix) prepay, retire, repurchase or redeem debt.
    
    The U.S. Revolving Credit Agreement generally is scheduled to mature on August 15, 2013
as compared to the Prior Credit Agreement which had a maturity date of July 28, 2009.
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Availability, Restrictions and Covenants
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Off Balance Sheet Arrangements
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue Recognition and Accounts Receivable
   34




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Inventories
    Goodwill, net
  35




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Intangible Assets, net
    36




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Income Taxes
  SEASONALITY
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Due to the current global economic crisis, our business has been, and may continue to be,
adversely impacted.
    
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    During the third quarter of fiscal 2008, we did not make any unregistered sales of our
securities.
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(c)
    
    The table below summarizes our stock repurchases during the third quarter of fiscal
2008.
 Total Number of
    
    MaximumShares
    
    Number of SharesAverage
    
    Purchased as
    
    That May Yet beTotal Number
    
    Price
    
    Part of Publicly
    
    Purchased Underof Shares
    
    Paid per
    
    Announced Plans
    
    the Plans orFiscal Month
    
    Purchased
    
    Share
    
    or Programs
    
    ProgramsAugust (8/3/08-8/30/08)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September (8/31/08-10/4/08) (1)
    
    
    113
    
    
    $
    24.00
    
    
    
    
    
    
    
    October (10/5/08-11/1/08)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    113
    
    
    $
    24.00
    
    
    
    
    
    
    
    
 
 (1)
    
    We have certain stock incentive plans as described in Note 7 to our consolidated financial
statements included in our Form 10-KT for the eight-month transition period ended February 2,
2008, all of which are publicly announced plans. Under the plans, we can repurchase shares
from employees to cover the employee tax liabilities related to the exercise of stock options
or the vesting of previously restricted shares. All shares repurchased in the third quarter
of fiscal 2008 were purchased pursuant to these stock incentive plans.  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
    
    Explicitly provide that the procedures relating to all shareholder nominations and
other proposals of business are the exclusive means for a shareholder to submit such
business other than proposals governed by Rule 14a-8 under the Securities Exchange Act,
which provides its own procedural requirements.
    
    Simplify the advance notice deadlines establishing when a shareholder must notify us
that it intends to nominate directors or propose other business at an annual meeting.
The By-Laws of Oxford Industries, Inc., as now in effect, provide that any such notice
must be delivered to our Secretary at our principal executive offices not less than 90
days and not more than 120 days prior to the anniversary of the previous years annual
meeting. Our 2008 annual meeting of shareholders took place on June 16, 2008. Under the
By-Laws of Oxford Industries, Inc., as now in effect, for a shareholders notice to be
timely for our 2009 annual meeting of shareholders, expected to be held in June 2009,
the shareholders notice must be delivered not earlier than February 16, 2009 and not
later than March 18, 2009.
    
    Require that, if the date of an annual meeting is more than 30 days earlier or 30
days later than the anniversary of the previous years annual meeting, in order to be
timely, notice by a shareholder
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seeking to nominate directors or propose other business
at an annual meeting must be delivered not later than the later of (1) the 10th day
following public announcement of the date of the annual meeting or (2) 90 days prior to
the annual meeting.
    
    Provide that a shareholder making a director nomination or other proposal of business
at an annual meeting of shareholders pursuant to the By-Laws of Oxford Industries, Inc.
must be a shareholder of record at the time of giving the required notice, as well as at
the time of the annual meeting, and must be eligible to vote at the annual meeting.
    
    Expand the required disclosure in the shareholders advance notice to include, among
other things, all ownership interests, such as derivatives, hedged positions and other
economic and voting interests, and other relevant information with respect to persons or
entities affiliated with the shareholder. The By-Laws of Oxford Industries, Inc., as now
in effect, also require that a shareholder update and supplement any such information as
of the record date of the meeting and shortly before the meeting.
    
    Clarify that the business to be transacted at a special meeting of shareholders is
limited to the purpose(s) stated in our notice of meeting to shareholders.
  
 ITEM 6. EXHIBITS
 3(a)
    
    Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference
to Exhibit 3.1 to the Oxford Industries, Inc. Form 10-Q for the fiscal quarter ended August
29, 2003.3(b)
    
    Bylaws of Oxford Industries, Inc., as amended.*10.1
    
    Second Amended and Restated Credit Agreement, dated as of August 15, 2008, by and among
Oxford Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to
time as Guarantors, the financial institutions party thereto from time to time as lenders,
the financial institutions party thereto from time to time as Issuing Banks and SunTrust
Bank, as administrative agent. Incorporated by reference to Exhibit 10.1 to the Oxford
Industries, Inc. Form 8-K filed on August 19, 2008.10.2
    
    Amended and Restated Pledge and Security Agreement, dated as of August 15, 2008, among
Oxford Industries, Inc., Tommy Bahama Group, Inc., Ben Sherman Clothing, Inc., Lionshead
Clothing Company, Oxford Caribbean, Inc., Oxford Garment, Inc., Oxford International, Inc.,
Oxford of South Carolina, Inc., Piedmont Apparel Corporation, SFI of Oxford Acquisition
Corporation, Tommy Bahama Beverages, LLC, Tommy Bahama R&R Holdings, Inc., Tommy Bahama
Texas Beverages, LLC, Viewpoint Marketing, Inc., Oxford Lockbox, Inc. and those additional
entities grantor thereto from time to time, as Grantors, and SunTrust Bank, as
administrative agent. Incorporated by reference to Exhibit 10.2 to the Oxford Industries,
Inc. Form 8-K filed on August 19, 2008.31.1
    
    Section 302 Certification by Principal Executive Officer.*31.2
    
    Section 302 Certification by Principal Financial Officer.*32
    
    Section 906 Certification by Principal Executive Officer and Principal Financial Officer.*
 
 *
    
    Filed herewith.+
    
    Exhibit is a management contract or compensatory plan or arrangement. 40




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SIGNATURES
  December 10, 2008
    OXFORD INDUSTRIES, INC.
(Registrant)/s/ K. Scott GrassmyerK. Scott GrassmyerSenior Vice President, Chief Financial Officer and Controller
(Authorized Signatory and Principal Financial Officer) 41