<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
Mazel Stores, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
April 20, 2000
Dear Fellow Shareholder:
It is a pleasure to extend to you a cordial invitation to attend the
2000 Annual Meeting of Shareholders of Mazel Stores, Inc. This year's annual
meeting will be held at Mazel Stores, Inc. Headquarters, 31000 Aurora Road,
Solon, Ohio 44139, on Tuesday, May 23, 2000 at 10:00 a.m.
Shareholders will be asked to approve the election of Directors and to
ratify the appointment of auditors. In addition, we will present a report on the
operations and activities of the Company. Following the meeting, management will
be pleased to answer your questions regarding the Company. Please carefully
review the enclosed Proxy Statement.
I hope you will be able to attend this meeting in person. Whether or
not you expect to attend, I urge you to sign, date and return the enclosed proxy
card so that your shares will be represented.
I look forward to seeing you on May 23rd.
Sincerely,
Reuven D. Dessler
Chairman of the Board
<PAGE> 3
MAZEL STORES, INC.
31000 Aurora Road
Solon, Ohio 44139
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 23, 2000
The Annual Meeting of Shareholders of Mazel Stores, Inc., an Ohio
corporation (the "Company"), will be held at Mazel Stores, Inc. Headquarters,
31000 Aurora Road, Solon, Ohio 44139, on Tuesday, May 23, 2000 at 10:00 a.m.
The purpose of the meeting will be to:
1. Elect three Directors for a term expiring in 2003.
2. Ratify the appointment of KPMG LLP as auditors of the Company
for the fiscal year ending February 3, 2001.
3. Transact such other business as is properly brought before the
meeting.
Only holders of shares of Common Stock of record at the close of
business on April 17, 2000 will be entitled to notice of and to vote at the
meeting. A list of such shareholders will be open for examination by any
shareholder at the meeting.
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. TO ENSURE
YOUR REPRESENTATION AT THE MEETING, HOWEVER, PLEASE MARK, SIGN AND DATE YOUR
PROXY CARD AND RETURN IT WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Any shareholder present at the meeting may withdraw his or her proxy and vote
personally on each matter brought before the meeting.
By Order of the Board of Directors
Marc H. Morgenstern
Secretary
Cleveland, Ohio
April 20, 2000
<PAGE> 4
MAZEL STORES, INC.
31000 AURORA ROAD
SOLON, OHIO 44139
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Mazel Stores, Inc. (the "Company") for
use at the Annual Meeting of Shareholders to be held at the time and place, and
for the purposes, set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Annual Meeting"). It is anticipated that the Proxy Statement
together with the proxy card and the fiscal 1999 Annual Report to Shareholders
will be mailed to the Company's shareholders commencing on April 28, 2000.
Pursuant to the Ohio General Corporation Law, a person has the power to
revoke its proxy at any time before it is exercised by (1) attending the Annual
Meeting and voting in person, (2) executing and delivering a proxy bearing a
later date, or (3) delivering written notice of revocation to the Secretary of
the Company prior to the Annual Meeting.
The Company will bear the cost of this solicitation of proxies,
including the charges and expenses of brokerage firms and others for forwarding
solicitation materials to beneficial owners of the Company's shares of Common
Stock (the "Common Shares"). In addition, proxies may be solicited by mail,
personal interview, or telephone by Directors, officers or employees of the
Company and its subsidiaries without additional compensation therefor.
PURPOSES OF ANNUAL MEETING
The Annual Meeting has been called for the purposes of (1) electing
three (3) Directors of the class whose three-year term of office will expire in
2003; (2) ratifying the appointment of KPMG LLP as auditors of the Company for
fiscal 2000; and (3) transacting such other business as may properly come before
the meeting.
The two persons named in the enclosed proxy have been selected by the
Board of Directors and will vote Common Shares represented by valid Board of
Directors' proxies. They have indicated that, unless otherwise indicated in the
enclosed proxy, they intend to vote for the election of the Director nominees
named herein and in favor of the proposal listed in Item 2 above.
VOTING SECURITIES
The close of business on April 17, 2000 has been fixed as the record
date for the determination of holders of record of the Common Shares of the
Company entitled to notice of and to vote at the Annual Meeting. On the record
date, 9,141,798 Common Shares were outstanding and eligible to be voted at the
Annual Meeting. A quorum for the transaction of business at the Annual Meeting
is a majority of the outstanding Common Shares. Votes cast by proxy or in person
at the Annual Meeting will be tabulated by the election inspector appointed for
the Annual Meeting. The election of Directors and the proposal to ratify the
appointment of auditors require approval only by a plurality of the votes cast.
As a consequence, abstentions and broker non-votes will not be counted in
determining the outcome of the vote with respect to election of Directors or
appointment of the auditors.
<PAGE> 5
INFORMATION REGARDING THE BOARD OF DIRECTORS
GENERAL
The business of the Company is managed under the direction of the
Company's Board of Directors. The number of Directors is currently fixed at
nine. The Company's Amended and Restated Code of Regulations ("Code of
Regulations") divides the Board of Directors into three classes of three
Directors each. The Directors serve staggered terms of three years, with the
members of one class being elected each year, as follows: (i) Jacob Koval, Jerry
Sommers and Phillip Cohen serve until the 2000 Annual Meeting; (ii) Brady
Churches, Robert Horne and Charles Bilezikian serve until the 2001 Annual
Meeting; and (iii) Reuven D. Dessler, Ned L. Sherwood and Mark J. Miller serve
until the 2002 Annual Meeting, and in each case until their respective
successors are elected and qualified.
The Board of Directors has established two standing committees: an
Audit Committee and Compensation Committee.
The Audit Committee has general responsibility for supervision of
financial controls as well as accounting and audit activities of the Company.
The Audit Committee annually reviews the qualifications of the Company's
independent certified public accountants, makes recommendations to the Board of
Directors concerning the selection of the accountants, reviews and approves the
services performed by the accountants and reviews their fees. The Audit
Committee consists of Messrs. Bilezikian, Horne and Sherwood.
The Compensation Committee has the authority to: (i) administer the
Company's stock option plan and restricted stock plan; (ii) review and monitor
key employee compensation and benefits policies; and (iii) administer the
Company's management compensation plans. The Compensation Committee consists of
Messrs. Sherwood, Bilezikian, Miller and Cohen.
The Board of Directors of the Company held four meetings in fiscal
1999; whereas the Audit and Compensation Committees each held one meeting during
the year. All of the current Directors attended at least 75% of the Board and
applicable committee meetings held during fiscal 1999. In addition to holding
regular Board and committee meetings, the Board members also reviewed and
considered matters and documents and communicated with each other wholly apart
from the meetings. Several actions were taken by unanimous written consent.
COMPENSATION OF DIRECTORS
The Company pays each outside Director a fee of $15,000 for attendance
at four meetings per year, together with reimbursement of out-of-pocket expenses
incurred in connection with the Directors' attendance at such meetings. In
addition, each outside Director receives $1,500 per meeting for each meeting
attended in excess of four per year. No additional compensation is to be paid
for committee meetings held on the same day as a Board of Directors' meeting.
Officers of the Company who are also Directors will receive no additional
compensation for serving as Directors.
Each outside Director of the Company, upon their initial election as a
Director, received a stock option to purchase 15,000 Common Shares at the time
of their election to the Board. Director options vest ratably over a period of
five years and expire ten years from date of grant.
2
<PAGE> 6
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has nominated Jacob Koval, Jerry Sommers and
Phillip Cohen, the Directors whose terms of office expire this year, to stand
for reelection as Directors. The three-year term will end upon the election of
Directors at the 2003 Annual Meeting of Shareholders.
At the Annual Meeting, the Common Shares represented by valid proxies,
unless otherwise specified, will be voted to reelect the Directors. Each
individual nominated for election as a Director of the Company has agreed to
serve if elected. However, if any nominee becomes unable or unwilling to serve
if elected, the proxies will be voted for the election of such other person as
may be recommended by the Board of Directors. The Board of Directors has no
reason to believe that the persons listed as nominees will be unable or
unwilling to serve.
The Board of Directors recommends that each shareholder vote "FOR" the
Board of Directors' nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR
NAME OF DIRECTOR AGE OTHER DIRECTORSHIPS SINCE
- ---------------- --- ------------------------------------- --------
NOMINEES WHOSE TERM EXPIRES IN 2003
<S> <C> <C> <C>
Phillip Cohen 81 Retired; former Vice President of P-C Sales, Inc., a wholesaler 1997
of closeout merchandise for over five years. From 1947 to his
retirement in 1989, Mr. Cohen was Chairman and CEO of Wisconsin
Toy and Novelty, Inc., a Midwest distributor of closeout toy and
novelty items.
Jacob Koval 52 Executive Vice President - Wholesale of the Company for over 1996
five years. Mr. Koval co-founded the Company in 1975.
Jerry Sommers 49 Executive Vice President - Retail of the Company since November 1996
1995. From 1984 through April 1995, Mr. Sommers held various
positions with Consolidated Stores Corporation, including
Executive Vice President - Merchandise from August 1993 until
April 1995.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR
NAME OF DIRECTOR AGE OTHER DIRECTORSHIPS SINCE
- ---------------- --- ------------------------------------- --------
DIRECTORS WHOSE TERM EXPIRES IN 2001
<S> <C> <C> <C>
Charles Bilezikian 63 President of Christmas Tree Shops, Inc., a New England-based 1997
specialty retailer of housewares and gourmet foods since 1971.
Brady Churches 41 President of the Company since November 1996 having served as 1996
President - Retail from August 1995 until such date. From 1978
until April 1995, Mr. Churches held various senior management
positions with Consolidated Stores Corporation, including
President from August 1993 Until April 1995.
Robert Horne 41 Principal of ZS Fund L.P., a private investment firm, for over 1996
five years.
DIRECTORS WHOSE TERM EXPIRES IN 2002
Reuven D. Dessler 52 Chairman of the Board and Chief Executive Officer of the Company 1996
since November 1996. Mr. Dessler co-founded the Company in 1975
and served as its President until November 1996.
Ned L. Sherwood 50 Principal of ZS Fund L.P., a private investment firm, for over 1996
five years. Mr. Sherwood is currently a member of the Board of
Directors of Kaye Group, inc.
Mark J. Miller 47 Executive Vice President and Chief Operating Officer for the 1999
Home Products Division of Value City Department Stores since
July 1999. Previously, Mr. Miller became President of the
Closeout Division of Consolidated Stores Corporation upon their
acquisition of MacFrugal's Bargain Close-out's Inc. in 1998.
Mr. Miller was MacFrugal's Executive Vice President of
Merchandise and Stores since 1995.
</TABLE>
4
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 17, 2000 with
respect to the beneficial ownership of the common shares. Unless otherwise
indicated below, the persons named below have the sole voting and investment
power with respect to the number of shares set forth opposite their names. All
information with respect to beneficial ownership has been furnished by the
respective director, officer or 5% or greater shareholder, as the case may be.
<TABLE>
<CAPTION>
Names And, Where Necessary, Number of Shares
Addresses of Beneficial Owners Beneficially Owned Percentage
- ------------------------------ ------------------ ----------
<S> <C> <C>
ZS Fund L.P. (1)................................... 2,750,383 29.3%
54 Morris Lane
Scarsdale, NY 10583
Ned Sherwood ...................................... 2,759,383 (2) 29.4
54 Morris Lane
Scarsdale, NY 10583
Robert Horne ...................................... 2,759,383 (2) 29.4
54 Morris Lane
Scarsdale, NY 10583
Mazel/D&K, Inc. (3)................................ 2,058,105 21.9
31000 Aurora Road
Solon, Ohio 44139
Reuven D. Dessler.................................. 1,605,755 (4) 17.1
31000 Aurora Road
Solon, Ohio 44139
Jacob Koval........................................ 820,917 (5) 8.7
31000 Aurora Road
Solon, Ohio 44139
Dimensional Fund Advisors, Inc..................... 686,800 7.3
1299 Ocean Avenue
Santa Monica, CA 90401
William Shenk...................................... 676,769 7.2
1728 Ocean Front
Del Mar, CA 92014
Brady Churches .................................... 354,004 (6) 3.8
Jerry Sommers...................................... 358,276 (7) 3.8
Susan Atkinson..................................... 61,510 (8) *
Charles Bilezikian................................. 24,000 (9) *
Phillip Cohen ..................................... 22,800 (10) *
All Current Directors and 6,015,645 (11) 64.0
Executive Officers of the Company (9 Persons).
</TABLE>
- ---------------------------------
* Less than one percent.
5
<PAGE> 9
(1) The shares beneficially owned by ZS Fund L.P. include 1,992,001 shares
held by ZS Mazel L.P., 453,767 shares held by ZS Mazel II L.P., and
304,615 shares held by ZS Mazel, Inc. Messrs. Horne and Sherwood are
officers of ZS Fund L.P.
(2) Includes the shares beneficially owned by ZS Fund L.P. as officers and/or
equity owners of the entities holding such shares. Messrs. Sherwood and
Horne have voting power with respect to such shares. Except to the extent
of their equity interests in the entities holding such shares, Messrs.
Sherwood and Horne disclaim beneficial ownership in such shares. Also
includes 9,000 shares each subject to options currently exercisable or
exercisable within 60 days hereof.
(3) Mazel/D& K, Inc. is a corporation owned by Messrs. Dessler and Koval and
members of their families. Messrs. Dessler and Koval are the Directors
and officers of Mazel/D&K, Inc.
(4) Includes 1,372,304 shares owned by Mazel/D&K, Inc. for the benefit of Mr.
Dessler and family members and 45,000 shares subject to options currently
exercisable or exercisable within 60 days hereof.
(5) Includes 685,801 shares owned by Mazel/D&K, Inc. for the benefit of Mr.
Koval and family members and 18,000 shares subject to options currently
exercisable or exercisable within 60 days hereof.
(6) Includes 60,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
(7) Includes 66,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
(8) Includes 22,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
(9) Includes 9,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
(10) Includes 19,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
(11) Includes 257,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.
6
<PAGE> 10
EXECUTIVE OFFICERS' COMPENSATION
The following table sets forth certain information with respect to the
compensation earned during the fiscal years ended January 29, 2000, January 30,
1999 and January 31, 1998 respectively, by the Chief Executive Officer and
certain other named executive officers of the Company:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
NAME AND FISCAL ANNUAL COMPENSATION OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(#) COMPENSATION
- ------------------ ------ --------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Reuven D. Dessler 1999 $ 466,220 $187,451 - $1,334
Chief Executive Officer 1998 458,945 - - 1,231
1997 457,363 62,500 - -
Brady Churches 1999 401,293 104,438 - 2,998
President 1998 394,531 - - 2,677
1997 390,055 62,500 - 112,500
Jacob Koval 1999 247,456 75,182 - 897
Executive Vice President - 1998 246,088 - - 890
Wholesale 1997 243,477 79,376 - -
Jerry Sommers 1999 299,139 78,440 - 2,244
Executive Vice President - 1998 290,952 - 15,000 1,999
Retail 1997 288,709 62,500 - 53,750
Susan Atkinson 1999 208,741 32,200 - 520
Senior Vice President - 1998 150,337 - 10,000 1,128
Chief Financial Officer and 1997 129,069 30,377 - -
Treasurer
</TABLE>
STOCK OPTION GRANTS IN FISCAL 1999
There were no stock option grants by the Company to executive officers
during the fiscal year ended January 29, 2000.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
The following table summarizes the fiscal year-end value of unexercised
options for each of the executive officers identified in the Summary
Compensation Table. No options were exercised by any executive officer in
fiscal 1999.
7
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT JANUARY 29, VALUE OF UNEXERCISED IN-THE-MONEY
2000 (#) OPTIONS AT JANUARY 29, 2000 ($) (1)
---------------------------------- -----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Reuven Dessler 45,000 30,000 $ 0 $ 0
Brady Churches 60,000 40,000 0 0
Jacob Koval 18,000 12,000 0 0
Jerry Sommers 63,000 52,000 0 0
Susan Atkinson 20,000 20,000 0 0
</TABLE>
(1) The closing price of Mazel Stores, Inc. Common Shares on January 28,
2000, the last trading day prior to the fiscal year end, was $9.063.
EMPLOYMENT ARRANGEMENTS
Mr. Dessler has an employment agreement terminating October 31, 2000.
Under the terms of the agreement, Mr. Dessler's current annual salary is
$486,100 (subject to annual cost-of-living adjustments). Mr. Dessler is entitled
to receive an annual bonus of up to 88.2% of his base salary subject to the
Company achieving pre-determined annual performance targets. Under the
agreement, Mr. Dessler is entitled to a severance payment equal to one-year's
salary and bonus in the event of termination of his employment by the Company
without cause, except that, if the termination occurs after or in contemplation
of a "change in control" (as defined in the agreement) that Mr. Dessler voted
against, the severance payment is two-years' salary and bonus.
Mr. Koval has an employment agreement terminating on October 31, 2000.
Under the terms of the agreement, Mr. Koval's current annual salary is $259,386
(subject to annual cost-of-living adjustments). Mr. Koval is entitled to receive
an annual bonus of up to 66.7% of his base salary subject to the Company
achieving pre-determined annual performance targets. Under the agreement, Mr.
Koval is entitled to a severance payment equal to one-year's salary and bonus in
the event of termination of his employment by the Company without cause, except
that, if the termination occurs after or in contemplation of a change in control
that Mr. Koval voted against, the severance payment is two-years' salary and
bonus.
Mr. Churches has an employment agreement terminating on August 31, 2003
providing him a current annual base salary of $406,510 (subject to annual
cost-of-living adjustments). Effective August 14, 2000, Mr. Churches salary
increases to $513,161. Beginning in fiscal year 2000, Mr. Churches is entitled
to receive an annual bonus up to 50.0% of his annual base salary, subject to the
Company achieving pre-determined annual performance targets. Under his
agreement, Mr. Churches is entitled to two-years' salary and bonus in the event
of termination of his employment without cause or in the event he elects to
terminate employment following a change in control.
Mr. Sommers has an employment agreement terminating on August 31, 2003
providing him a current annual base salary of $299,883 (subject to annual
cost-of-living adjustments). Effective
8
<PAGE> 12
November 1, 2000, Mr. Sommers salary increases to $384,871. Beginning in fiscal
year 2000, Mr. Sommers is entitled to receive an annual bonus up to 50.0% of his
annual base salary, subject to the Company achieving pre-determined annual
performance targets. Mr. Sommers is entitled to receive two-years' salary and
bonus in the event of termination of his employment without cause or in the
event he elects to terminate employment following a change in control.
Ms. Atkinson has an employment agreement terminating February 3, 2001
providing her a current annual base salary of $207,200. Ms. Atkinson is
entitled to an annual bonus of up to 33% of her annual base salary, subject to
the Company achieving pre-determined annual performance targets. Under her
agreement, Ms. Atkinson is entitled to receive one-year's salary in the event
of termination of her employment other than for cause, or in the event that she
elects to terminate employment following a change of control.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Act of 1934 requires the Company's
Directors, executive officers and persons who own 10% or more of the Company's
Common Shares to file reports of ownership and changes of ownership with the
Securities and Exchange Commission and the Company. Based upon a review of these
filings and written representations from such individuals, the Company
understands that all such filers have adhered to all applicable filing
requirements.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is generally
responsible for determining the nature and amount of compensation for executive
officers. All decisions by the Compensation Committee are reviewed and approved
by the full Board of Directors. The Compensation Committee met once in fiscal
1999.
The Company's compensation philosophy ties a significant portion of
executive compensation to the Company's success in meeting specified profit
growth and performance goals and to appreciation in the Company's stock price.
The Company's compensation objectives include attracting and retaining the best
possible executive talent, motivating executive officers to achieve the
Company's performance objectives, rewarding individual performance and
contributions, and linking executive and shareholder interests through
equity-based plans.
The Company's executive compensation consists of three key components:
base salary, annual bonus and stock options and restricted stock awards, each of
which is intended to complement the others and, taken together, to satisfy the
Company's compensation objectives.
BASE SALARY. The Company has entered into employment agreements with
each of the Company's executive officers. These agreements set forth annual
salaries for the executives that were established through negotiations with the
officers, giving consideration to the salaries of executives of other growth
retailers of similar size. In fiscal 1999, the Compensation Committee reviewed
the agreements to determine if the annual salaries for fiscal 1999 were
appropriate or needed modifications in order to continue to meet the Company's
compensation objectives. Modifications of Mr. Churches, Mr. Sommers and Ms.
Atkinson agreements were affected for fiscal 2000.
9
<PAGE> 13
ANNUAL BONUS. The Company has established a management incentive bonus
plan that bases an executive's annual bonus on specified profit growth and
performance goals and to appreciation in the Company's stock price established
by the Compensation Committee at the beginning of the fiscal year. The annual
bonus percentages for the named officers range from 33% to 88% of base salary,
with the annual bonus of the Chief Executive Officer being at the 88% threshold.
The plan provided for graduated bonus payments dependent on the percentage of
the targeted goal achieved. The employment contracts capped the maximum bonus
payable to senior executive officers. In as much as the targeted goals for
fiscal 1999 were not fully achieved, only 46% of the maximum bonuses were paid
under the plan.
STOCK-RELATED COMPENSATION. The Compensation Committee believes that
equity-based compensation ensures that the Company's executives have a
continuing stake in the long-term success of the Company. Stock option awards
contain vesting provisions that ensures the executives have a financial
incentive to remain with the Company during the vesting period and beyond. In
determining the size of option awards, the Committee looks at several
measurements, including the value of options awarded to individuals in
comparable position in peer group companies, individual and Company performance
against plan, the number of shares and options currently held by the officer and
the relative proportion of long-term incentives within the total compensation
mix. No stock option awards were made to executive officers in fiscal 1999.
However, an aggregate of 150,000 stock options were awarded to executives in
March 2000. The Company expects to review and may grant additional awards to
executive officers later in fiscal 2000.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Committee uses the same
procedures described above for the other executive officers in setting the
annual salary, bonus, and stock-incentive awards for the Chief Executive
Officer. Mr. Dessler's employment agreement is described in the section titled
"Employment Arrangements."
COMPENSATION COMMITTEE:
Charles Bilezikian, Chairman
Phillip Cohen
Ned Sherwood
10
<PAGE> 14
CERTAIN TRANSACTIONS
Messrs. Dessler and Koval are partners in Aurora Road Realty
Development Company, a partnership which leases the office and warehouse
facility located in Solon, Ohio, to the Company. Messrs. Dessler and Koval own
40.0% and 6.0% interests, respectively, in such partnership. The Company made
rent payments totaling $1,930,000 pursuant to the lease for fiscal 1999. Messrs.
Dessler and Koval are also minority shareholders in entities that operate public
warehouses in which the Company periodically leases space. The Company believes
the payments under the leases are on terms no less favorable to the Company than
could be obtained from unrelated parties.
The Company's warehouse in South Plainfield, New Jersey is leased from
a limited liability company in which Messrs. Dessler and Koval own approximately
34% and 10% membership interest, respectively. Neither Mr. Dessler or Mr. Koval
are involved in the management of the lessor and the Company believes the terms
are no less favorable than could be obtained from unrelated parties.
The Company made loans to executives and other individuals in December
1996 to provide for payment of tax obligations arising from the issuance of
Common Shares to such individuals at the time of the Company's IPO. The balances
as of January 29, 2000 were $1,010,247, $712,224 and $66,416 to Mr. Dessler, Mr.
Koval and Ms. Atkinson, respectively. Such loans are to be repaid on the earlier
of five years from the effective date of the loan or the date of the
individual's first sale of Common Shares, but only to the extent of net sale
proceeds. The loans bear interest at the applicable federal rate.
Christmas Tree Shops, Inc., a New England-based retailer of which Mr.
Bilezikian is President and founder, is a customer of the Company's wholesale
division. The dollar amount of purchases by the Christmas Tree Shops is not
"material" (as defined in SEC Regulation S-K, Item 404(b)) to either the Company
or Christmas Tree Shops.
11
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Shares against the cumulative total
return of the Nasdaq U.S. Composite Index and the Nasdaq Retail Trade Stock
Index from the date of the Company's IPO in November 1996 through January 2000.
The stock price performance graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into and filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed under such Acts.
- -------------------------------------------------------------------------------
COMPARISON OF CUMULATIVE TOTAL RETURNS
Mazel Stores, Inc., Nasdaq Retail Trade Stock Index and Nasdaq U.S. Composite
Index
- -------------------------------------------------------------------------------
------------------------------------------------------
From November 29, 1996 through January 31, 2000
------------------------------------------------------
===============================================================================
[LINE GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
11/29/96 1/31/97 1/31/98 1/31/99 1/31/00
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mazel Stores, Inc. $100.00 $164.06 $ 86.72 $ 95.31 $ 56.64
- -------------------------------------------------------------------------------------------------------------------------------
Nasdaq Retail Trade Index $100.00 $ 97.67 $113.97 $139.35 $116.26
- -------------------------------------------------------------------------------------------------------------------------------
Nasdaq U.S. Composite Index $100.00 $107.01 $126.31 $197.57 $303.06
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 16
PROPOSAL TWO
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has selected KPMG LLP as auditors for the fiscal year ending February 3, 2001.
The Board of Directors requests the ratification of the appointment of KPMG LLP
by the shareholders at the Annual Meeting. The Board of Directors recommends
that each shareholder vote "FOR" ratification of KPMG LLP as auditors for fiscal
2000.
KPMG LLP has audited the Company's financial statements for each fiscal
year since the fiscal year ended December 31, 1987. Representatives of KPMG LLP
are expected to be present at the meeting with the opportunity to make a
statement if they desire to do so, and are expected to be available to respond
to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matters
other than those listed in the Notice of Annual Meeting of Shareholders is to be
presented for action at the meeting. If any of the Board's nominees are
unavailable for election as a Director or any other matter should properly come
before the meeting, it is intended that votes will be cast pursuant to the proxy
in respect thereto in accordance with the best judgment of the person or persons
acting as proxies.
SHAREHOLDERS' PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 2001 Annual Meeting of Shareholders is
expected to be December 22, 2000.
OTHER INFORMATION
The Company's fiscal 1999 Annual Report is being mailed to shareholders
with this Notice of the Annual Meeting of Shareholders and Proxy Statement.
MARC H. MORGENSTERN
Secretary
By Order of the Board of Directors
April 20, 2000
13
<PAGE> 17
PROXY
Mazel Stores, Inc.
Annual Meeting of Shareholders
May 23, 2000
The undersigned shareholder of MAZEL STORES, INC. (the "Company")
hereby appoints Reuven D. Dessler and Brady Churches, or either one of them,
each with full power of substitution and revocation as Proxies to represent and
vote all the Common Shares of the Company held of record by the undersigned at
the above-stated Annual Meeting and at any adjournment(s) thereof with all of
the powers the undersigned would possess if present, as specified on the reverse
side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF.
UNMARKED PROXIES WILL BE VOTED IN FAVOR OF EACH OF THE MATTERS LISTED ON THE
REVERSE SIDE UNLESS SPECIFIED TO THE CONTRARY. THE PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM (3). THIS PROXY IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement dated April 20, 2000 for the Annual Meeting of Shareholders.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
<PAGE> 18
Please sign, date and mail your
proxy card back as soon as possible!
ANNUAL MEETING OF SHAREHOLDERS
MAZEL STORES, INC.
MAY 23, 2000
Please Detach and Mail in the Envelope Provided
[ X ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
For Withhold Nominees: Phillip Cohen
Item 1. Jacob Koval
Jerry Sommers
Election of directors [ ] [ ]
WITHHELD FOR: (Write that nominee's name in the space provided below)
- ---------------------------------
For Withhold Abstain
Item 2. Approval of the appointment of KPMG LLP [ ] [ ] [ ]
as auditors for the fiscal year ending
February 3, 2001
Item 3. Upon such other business as may be properly come
before said meeting or any adjournment thereof.
The Board of Directors recommends a vote FOR the nominees and FOR proposal 2.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
CHANGE OF ADDRESS
COMMENTS AT LEFT [ ]
I PLAN TO ATTEND
THE MEETING [ ]
I DO NOT PLAN TO
ATTEND THE MEETING [ ]
SIGNATURE(S)_________________________________________ DATE__________, 2000
NOTE: Please sign EXACTLY as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
