<PAGE>
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:
|_| Preliminary Proxy Statement
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(z))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
A.C. MOORE ARTS AND CRAFTS, 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)(4) 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:
<PAGE>
A.C. MOORE ARTS AND CRAFTS, INC.
500 University Court
Blackwood, NJ 08012
___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 27, 1999
___________________
To the Shareholders of A.C. Moore Arts & Crafts, Inc.:
The 1999 Annual Meeting of Shareholders of A.C. Moore Arts & Crafts, Inc.
(the "Company" or "A.C. Moore") will be held on Thursday, May 27, 1999, at 10:30
a.m., prevailing time, at the Travelodge Hotel, 1111 Route 73, Mt. Laurel, New
Jersey, for the purpose of considering and acting upon the following:
1. To elect two Class A directors to hold office for a term of three
years and until their successors are duly elected and qualified, as
described in the accompanying Proxy Statement;
2. To transact such other business as may properly come before the
Annual Meeting.
Only shareholders of record at the close of business on April 16, 1999,
are entitled to notice of, and to vote at, the Annual Meeting or any adjournment
or postponement thereof.
If the Annual Meeting is adjourned for one or more periods aggregating at
least 15 days because of the absence of a quorum, those shareholders entitled to
vote who attend the reconvened Annual Meeting, if less than a quorum as
determined under applicable law, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in this Notice of Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors
Janet Parker-Vandenberg
Secretary
Blackwood, New Jersey
April 19, 1999
<PAGE>
A.C. MOORE ARTS AND CRAFTS, INC.
500 University Court
Blackwood, NJ 08012
(609) 228-6700
___________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
___________________
The accompanying proxy is solicited by the Board of Directors of A.C.
Moore Arts & Crafts, Inc. (the "Company" or "A.C. Moore") for use at the 1999
Annual Meeting of Shareholders (the "Meeting") to be held on Thursday, May 27,
1999, at 10:30 a.m., prevailing time, at the Travelodge Hotel, 1111 Route 73,
Mt. Laurel, New Jersey, and any adjournments or postponements thereof. This
Proxy Statement and accompanying proxy card are first being mailed to
shareholders on or about April 19, 1999.
The cost of this solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
facsimile, telegraph or teletype by officers, directors or employees of the
Company, without additional compensation. Upon request, the Company will pay the
reasonable expenses incurred by record holders of the Company's Common Stock who
are brokers, dealers, banks or voting trustees, or their nominees, for mailing
proxy material and annual shareholder reports to the beneficial owners of the
shares they hold of record.
Only shareholders of record, as shown on the transfer books of the
Company, at the close of business on April 16, 1999 (the "Record Date") are
entitled to notice of, and to vote at, the Meeting. On the Record Date, there
were 7,405,000 shares of Common Stock outstanding.
Proxies in the form enclosed, if properly executed and received in time
for voting, and not revoked, will be voted as directed on the proxies. If no
directions to the contrary are indicated, the persons named in the enclosed
proxy will vote all shares of Common Stock "for" the election of all nominees
for directors hereinafter named. Sending in a signed proxy will not affect a
shareholder's right to attend the Meeting and vote in person since the proxy is
revocable. Any shareholder who submits a proxy has the power to revoke it by,
among other methods, giving written notice to the Secretary of the Company at
any time before the proxy is voted.
The presence, in person or represented by proxy, of the holders of a
majority of the outstanding shares of Common Stock will constitute a quorum for
the transaction of business at the Meeting. All shares of the Company's Common
Stock present in person or represented by proxy and entitled to vote at the
Meeting, no matter how they are voted or whether they abstain from voting, will
be counted in determining the presence of a quorum. If the Meeting is adjourned
because of the absence of a quorum, those shareholders entitled to vote who
attend the adjourned meeting, although constituting less than a quorum as
provided herein, shall nevertheless constitute a quorum for the purpose of
electing directors. If the Meeting is adjourned for one or more periods
aggregating at least 15 days because of the absence of a quorum, those
shareholders entitled to vote who attend the reconvened Meeting, if less than a
quorum as determined under
1
<PAGE>
applicable law, shall nevertheless constitute a quorum for the purpose of acting
upon any matter set forth in the Notice of Annual Meeting.
Each share of Common Stock is entitled to one vote on each matter which
may be brought before the Meeting. The election of directors will be determined
by a plurality vote and the nominee receiving the most "for" votes will be
elected. Approval of any other proposal will require the affirmative vote of a
majority of the shares cast on the proposal. Under the Pennsylvania Business
Corporation Law, an abstention, withholding of authority to vote or broker
non-vote will not have the same legal effect as an "against" vote and will not
be counted in determining whether the proposal has received the required
shareholder vote.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the board of
directors shall consist of not fewer than one nor more than 15 directors, with
the exact number to be fixed by the board of directors. The board of directors
has fixed the number of directors at six. Pursuant to the Articles of
Incorporation of the Company, the directors are divided into three classes,
which is required to be as nearly equal in number as possible. One class of
directors is to be elected annually for a term of three years. The board of
directors is currently comprised of three classes of two directors each.
At the A.C. Moore Annual Meeting shareholders will elect two Class A
directors to serve for a term of three years and until their successors are
elected and qualified. Unless directed otherwise, the persons named in the
enclosed Proxy intend to vote such Proxy "for" the election of the listed
nominees or, in the event of inability of a nominee to serve for any reason, for
the election of such other person as the board of directors may designate to
fill the vacancy. The board has no reason to believe that any nominee will not
be a candidate or will be unable to serve.
The board of directors has nominated Patricia A. Parker and Richard
Lesser to serve as the Class A directors. Ms. Parker and Mr. Lesser currently
serve as directors. The nominees have consented to being named in the Proxy
Statement and to serve if elected. The following table sets forth information,
as of the Record Date, concerning A.C. Moore's directors and nominees for
election to the board of directors:
<TABLE>
<CAPTION>
Director Term
Name Age Position Since(1) Expires
- ---------------------------- ----- -------------------------------- ---------- ---------
<S> <C> <C> <C> <C>
William Kaplan 71 Chairman of the Board 1984 2000
John E. (Jack) Parker 57 President, Chief Executive 1984 2000
Officer and Director
Richard J. Bauer (2)(3) 73 Director 1990 2001
Richard J. Drake (3) 65 Director 1984 2001
Patricia A. Parker(4) 56 Director 1984 1999
Richard Lesser (2) (3)(4) 64 Director 1993 1999
</TABLE>
- --------------
(1) Includes service as a director of A.C. Moore Incorporated, the Company's
wholly-owned operating subsidiary.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Nominee for Director.
2
<PAGE>
The following information about A.C. Moore's directors and nominees for
director is based, in part, upon information supplied by such persons.
Mr. Kaplan is a co-founder of the Company and has been Chairman of the
Board of Directors of the Company since its inception. Mr. Kaplan also serves as
the Chairman of the Board of Directors of Regal Bag Corporation, a manufacturer
of women's handbags which he founded in 1947.
Mr. Parker is a co-founder of the Company and has been President, Chief
Executive Officer and a director of the Company since its inception. From 1959
to 1984, Mr. Parker worked for the F.W. Woolworth Company ("Woolworth") in
various management positions, most recently as President and Chief Executive
Officer of the U.S. General Merchandise Group where he had responsibility for
more than 1,000 stores, including the entire domestic chain of Woolworth retail
stores. Mr. Parker is the husband of Patricia A. Parker.
Ms. Parker has been Executive Vice President, Merchandising of the
Company since September 1990. From 1985 to 1990, she served as a Vice President
of the Company. Ms. Parker is responsible for purchasing all floral and seasonal
merchandise and the Company's import purchasing program. Ms. Parker is the wife
of Jack Parker.
Mr. Lesser has been a director of the Company since March 1993. He is
currently Executive Vice President, Chief Operating Officer and a Director of
The TJX Companies, Inc., a New York Stock Exchange traded retail company. Mr.
Lesser is a director of Reebok International, a New York Stock Exchange traded
shoe and apparel manufacturer.
Mr. Bauer has been a director of the Company since September 1990. Mr.
Bauer is President and Chief Executive Officer of Eastern Alloys, Inc. an
independent zinc alloyer, which he founded in 1965. Mr. Bauer is the co-founder
and current Chairman of the Board of Service Aluminum Corporation, an aluminum
trading company. Mr. Bauer has been a member of the Regional Board of Directors
of the Bank of New York since 1989.
Mr. Drake has been a director of the Company since its founding. He is
President of Drake, Sommers, Loeb, Tarshis & Catania, P.C., a professional
corporation which renders legal services.
Shareholder Nominations
Pursuant to A.C. Moore's Bylaws, no shareholder is permitted to nominate
a candidate for election as a director unless the shareholder complies with the
procedures set forth in the Bylaws. According to the Bylaws, nominations by
shareholders for directors to be elected at a meeting of shareholders which have
not previously been approved by the Board of Directors must be submitted to the
Secretary of the Corporation in writing, either by personal delivery,
nationally-recognized express mail or United States mail, postage prepaid, not
later than (i) the latest date upon which shareholder proposals must be
submitted to the Company for inclusion in the Company's proxy statement relating
to such meeting pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended, or other applicable rules or regulations under the federal
securities laws or, if no such rules apply, at least 90 days prior to the date
one year from the date of the immediately preceding annual meeting of
shareholders, and (ii) with respect to an election to be held at a special
meeting of shareholders, the close of business on the tenth day following the
date on which notice of such meeting is first given to shareholders. Each
nomination is required to set forth: (i) the name and
3
<PAGE>
address of the shareholder making the nomination and the person or persons
nominated; (ii) a representation that the shareholder is a holder of record of
capital stock of the Company entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to vote for the person or persons
nominated; (iii) a description of all arrangements and understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination was made by the shareholder;
(iv) such other information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors; and (v) the consent of each nominee to
serve as a director of the Company if so elected. All nominations which are late
will be rejected by the Company.
Board of Directors, Committees and Attendance at Meetings
The Board of Directors of A.C. Moore held four meetings during 1998. The
audit committee and the compensation committee each held one meeting during
1998. All directors attended at least 75% of all Board and applicable committee
meetings.
The Board has two standing committees. The Company does not have a
standing nominating committee.
-- The Compensation Committee reviews and makes recommendations to
the Board regarding the salaries, bonuses and other forms of compensation for
executive officers of A.C. Moore and administers various compensation and
benefit plans. The current members of the Compensation Committee are Messrs.
Bauer and Lesser.
-- The Audit Committee reviews the results and scope of the annual
audit of the Company's financial statements, proposes changes in the Company's
financial and accounting standards and principles and the Company's policies and
procedures with respect to its internal accounting and financial controls. The
Audit Committee also makes recommendations to the Board of Directors on the
engagement of the Company's independent accountants as well as other matters
which may come before the Committee or at the direction of the Board of
Directors. The current members of the Audit Committee are Messrs. Bauer, Drake
and Lesser.
Director Compensation
Directors' Fees. Directors who are not officers, employees or consultants
of the Company each receive a directors' fee of $400 per meeting and a committee
fee of $100 for each committee of which the director is a member.
Stock Options. In 1998, Messrs. Bauer, Drake and Lesser, directors of the
Company, were each granted an option to acquire 4,000 shares and in 1997 Messrs.
Bauer and Drake were each granted an option to acquire 10,000 shares of Common
Stock under the Company's 1997 Employee, Director and Consultant Stock Option
Plan. In 1995, Mr. Lesser, a director of the Company, was granted an option
which is exercisable for 64,500 shares of Common Stock at an exercise price of
$4.66 per share. Mr. Lesser's option expires on February 28, 2005.
4
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 28, 1999, certain
information with respect to the beneficial ownership of the Common Stock (i) by
each person who is known by A.C. Moore to be the beneficial owner of more than
5% of the Common Stock, (ii) by each director of A.C. Moore, (iii) by each
executive officer of A.C. Moore named in the Summary Compensation Table and (iv)
by all directors and executive officers of A.C. Moore as a group. Except as
otherwise indicated, the beneficial owners of the Common Stock listed below have
sole investment and voting power with respect to such shares.
<TABLE>
<CAPTION>
Shares Beneficially Owned(1)
Name and Address Number Percent
- ----------------------------------------------------------- ------ -------
<S> <C> <C>
William Kaplan (2) 2,010,000 26.8%
Jack Parker (2) 2,140,000 28.5%
Rex A. Rambo 29,667 (4) *
Patricia A. Parker (2) 2,140,000 (3) 28.5%
Leslie H. Gordon 24,167 (4) *
Janet Parker-Vandenberg 7,667 (5) *
Richard Lesser 64,500 (6) *
Richard J. Bauer 9,733 (7) *
Richard J. Drake 5,333 (7) *
All executive officers and directors as a group (9 persons) 4,291,067 57.2%
</TABLE>
- ------------
* Denotes less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and includes voting or
investment power with respect to the Common Stock. Shares of Common Stock
issuable upon the exercise of securities currently exercisable or
exercisable within 60 days of the date hereof are deemed outstanding for
computing the share ownership and percentage ownership of the person
holding such securities, but are not deemed outstanding for computing the
percentage of any other person.
(2) The address of each of Messrs. Kaplan and Parker and Ms. Parker is 500
University Court, Blackwood, New Jersey 08012.
(3) In accordance with the SEC's rules Ms. Parker is deemed to be the
beneficial owner of the shares owned of record by her husband, Jack Parker.
Ms. Parker disclaims beneficial ownership of these shares.
(4) Includes 11,667 shares subject to presently exercisable options.
(5) Includes 6,667 shares subject to presently exercisable options.
(6) Represents 64,500 shares of Common Stock which may be acquired upon the
exercise of currently exercisable options.
(7) Includes 3,333 shares subject to presently exercisable options.
Executive Compensation
Compensation Committee Report
The Compensation Committee of A.C. Moore's board of directors
establishes A.C. Moore's general compensation policies, compensation plans and
specific compensation levels of A.C. Moore's most highly compensated executive
officers, and reviews the design, administration and effectiveness of
compensation programs for other key executives. The Compensation Committee's
executive compensation policies are designed to provide competitive levels of
compensation, integrate pay with A.C. Moore's annual and long-term performance
goals, reward above-average corporate performance, recognize individual
initiative and achievements, and assist A.C. Moore in attracting and retaining
qualified executives.
5
<PAGE>
Base Salary and Incentive Compensation. A.C. Moore's executive officer
compensation program is comprised of base salary, annual cash incentive
compensation and long term incentive compensation in the form of stock options
and various benefits. The Company seeks to be competitive with compensation
programs offered by companies of a similar size within the retail industry.
Prior to the beginning of each fiscal year, financial and other goals
are established for the Company. Each executive officer is responsible for
accomplishing the goals pertaining to his or her area of responsibility. Base
salaries are based on the results of individual performance, as well as other
considerations such as the executive officer's level of responsibility, years of
service with A.C. Moore and professional background. Incentive compensation is
based upon the achievement of Company profit objectives. The Company did not
meet its profit objectives for 1998. Therefore, no executive officer received
bonus compensation during 1998.
Stock Options. A.C. Moore uses its 1997 Employee, Director and
Consultant Stock Option Plan (the "Plan") as a long-term incentive plan for
executive officers and key employees. The objectives of the Plan with respect to
executive officers are to align the long-term interests of executive officers
and shareholders by creating a direct link between executive compensation and
shareholder return and to enable executives to develop and maintain a
significant long-term equity interest in A.C. Moore. The Plan authorizes the
Compensation Committee to award stock options to officers and key employees.
Stock options granted to executive officers are based upon the level and degree
of responsibility of the positions they hold. In general under the Plan, options
are granted with an exercise price equal to the fair market value of the A.C.
Moore Common Stock on the date of grant and are exercisable according to a
vesting schedule determined by the Compensation Committee at the time of grant.
In fiscal 1998 and 1997, the board of directors granted options to purchase an
aggregate of 152,150 shares and 444,500 shares, respectively of A.C. Moore
Common Stock under the Plan. Information concerning the option grants to certain
executive officers is set forth in the Summary Compensation Table.
Policy with Respect to Section 162(m) of the Internal Revenue Code.
Generally, Section 162(m) of the Internal Revenue Code of 1986, and the
regulations promulgated thereunder (collectively, "Section 162(m)"), denies a
deduction to any publicly held corporation, such as A.C. Moore, for certain
compensation exceeding $1,000,000 paid during a taxable year to the chief
executive officer and the four other highest paid executive officers, excluding,
among other things, certain performance-based compensation. Where appropriate,
the Compensation Committee has taken action to reduce the impact of this
provision. For example, the Compensation Committee intends that the Plan qualify
for the performance-based exclusion. The Compensation Committee continually
evaluates to what extent Section 162(m) will apply to its other compensation
programs.
Discussion of 1998 Compensation for the Chief Executive Officer and the
Chief Operating Officer
In considering the compensation for Mr. Parker, the President and Chief
Executive Officer, the Compensation Committee reviewed his existing compensation
arrangements which were based on circumstances determined before the Company's
sale of common shares to the public and compensation levels of comparable retail
companies. The Compensation Committee accordingly made the determination that
the annual compensation for the President be established as $350,000. It was
also determined that as a major stockholder, the President would not participate
in either the incentive compensation program or the Stock Option Plan. In light
of the Company's performance, Mr. Parker elected to reduce his compensation to
$300,000 for 1998.
6
<PAGE>
As part of his overall compensation package, Mr. Parker is provided
various life insurance policies, including a split dollar life insurance
arrangement for Mr. Parker and his wife.
Mr. Rambo, the Chief Operating Officer, was promoted to that position in
December, 1997. For 1998, the Compensation Committee approved an annual base
compensation of $300,000. Mr. Rambo also participates in the Company's Incentive
Compensation program and the Stock Option Plan.
THE COMPENSATION COMMITTEE
Richard Lesser
Richard J. Bauer
Summary Compensation Table
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and by each of the other persons who served as an
executive officer of the Company (collectively, the "Named Executive Officers")
for services rendered in all capacities to the Company during 1996, 1997 and
1998:
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Name and Principal Fiscal Other Annual Underlying All Other
Position Year Salary Bonus Compensation Options Compensation
- ------------------ ------ ------ ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
William Kaplan 1998 $150,000 -- -- --
Chairman of the Board 1997 150,000 -- -- -- --
1996 150,000 -- -- --
--
--
Jack Parker 1998 $300,000 17,288 (2) -- $19,362 (1)
President and Chief 1997 200,000 -- -- -- 19,682 (1)
Executive Officer 1996 200,000 -- -- 19,682 (1)
--
--
Rex Rambo (3) 1998 $300,000 -- 15,000 --
Executive Vice President 1997 250,000 -- $34,000(4) 35,000 --
and Chief Operating Officer 1996 20,833 $15,000 -- -- --
--
Patricia A. Parker 1998 $215,000 -- -- $19,362 (1)
Executive Vice President, 1997 200,000 -- -- -- 19,682 (1)
Merchandising 1996 200,000 $15,000 -- -- 19,682 (1)
--
Leslie H. Gordon(5) 1998 $207,000 -- 7,500 --
Executive Vice President, 1997 192,000 -- -- 35,000 --
Chief Financial Officer 1996 138,542 $15,000 -- -- --
and Treasurer 13,452
</TABLE>
- --------
(1) Reflects one-half of the value of the benefit to Jack Parker and Patricia A.
Parker of the premium paid by the Company for a split-dollar second-to-die
life insurance policy.
(2) Represents life insurance premiums paid by the Company.
(3) Mr. Rambo joined the Company on December 2, 1996
(4) Represents reimbursement of relocation expenses.
(5) Mr. Gordon joined the Company on March 18, 1996.
7
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning stock
options granted during fiscal 1998 to the named executive officers. The
following table also sets forth the potential realizable value over the term of
the options (the period from grant date to the expiration date), based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
amounts do not represent A.C. Moore's estimate of future stock price. Actual
realizable values, if any, of stock options will depend on the future
performance of A.C. Moore's common stock.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual
Rates of Stock Price
Appreciation For
Individual Grants Option Term (1)
------------------------------------------------------- --------------------
Number of Percent of
Securities Total Options
Underlying Granted to
Options Employees In Exercise Expiration
Name Granted Fiscal Year Price Date 5% 10%
- -------------------------- ----------- -------------- -------- ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
William Kaplan ........... -- -- -- -- -- --
Jack Parker............... -- -- -- -- -- --
Rex Rambo ................ 15,000 9.9% $15.38 7/17/2008 $145,050 $367,500
Patricia A. Parker........ -- -- -- -- -- --
Leslie H. Gordon.......... 7,500 4.9% 15.38 7/17/2008 72,525 183,750
</TABLE>
(1) Represents the difference between the market value of A.C. Moore's common
stock for which the option may be exercised, assuming that the market value
of the common stock appreciates in value from the date of grant to the end
of the option term at annualized rates of 5% and 10%, respectively, and the
exercise price of the option. The rates of appreciation used in this table
are prescribed by regulations of the Securities and Exchange Commission and
are not intended to forecast future appreciation of the market value of the
common stock.
8
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth certain information concerning the
exercise of stock options during fiscal 1998 and the number and value of
unexercised options held at the end of fiscal 1998 by the named executive
officers.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Year-End Fiscal Year-End(1)
---------------------- --------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Kaplan .......... -- -- -- -- -- --
Jack Parker.............. -- -- -- -- -- --
Rex Rambo ............... -- -- 11,667 38,333 -- --
Patricia A. Parker....... -- -- -- -- -- --
Leslie H. Gordon......... -- -- 11,667 30,833 -- --
</TABLE>
(1) The last reported sales price of the common stock as reported through the
Nasdaq Stock Market on December 31, 1998 was $6.13. This amount was greater
than the exercise price of any outstanding option.
Severance Arrangement
The Company has agreed to pay Leslie H. Gordon a lump sum equal to one
year of his then current salary if Mr. Gordon's employment is terminated without
cause.
Certain Relationships and Related Transactions
Richard J. Drake, a director of the Company, is a member of a law firm
which the Company has retained during 1998 and which the Company intends to
retain during 1999.
In 1998, the Company reimbursed Regal Bag Corporation ("Regal")
$215,000 for (i) Regal's cost and expense in providing clerical and mailing
services to the Company related to the Company's Teacher's Program,"Crafty Kid's
Club" and "Teen Club" and (ii) the rental of warehouse space for storage of the
Company's fixtures and other materials. William Kaplan, a director of the
Company, is an executive officer and principal shareholder of Regal.
It is the Company's policy that all material transactions between the
Company and its officers, directors and other affiliates must be approved by a
majority of the disinterested members of the Company's Board of Directors and be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
9
<PAGE>
Stock Performance Graph
The graph which follows indicates the cumulative total return on A.C.
Moore Common Stock since October 9, 1997, the date the A.C. Moore Common Stock
began trading on the Nasdaq National Market, compared with the cumulative total
return of companies included in the Nasdaq Stock Market Index and in the Nasdaq
Retail Trade Index. Cumulative total return on the A.C. Moore Common Stock or
the index equals the total increase in value since October 9, 1997, assuming
reinvestment of all dividends. The graph assumes that $100 was invested on
October 9, 1997 in A.C. Moore Common Stock and in each of the indexes. The
Company paid no dividends during the period.
140 |-------------------------------------------------------------------------|
| |
| # |
120 |-------------------------------------------------------------------------|
| * |
| |
100 |--------#----------------------------------------------------------------|
| * |
| # |
80 |-------------------------------------------------------------------------|
| & |
| |
60 |-------------------------------------------------------------------------|
| |
| |
40 |--------------------------------------------------------------&----------|
| |
| |
20 |-------------------------------------------------------------------------|
| |
| |
0 |-------------------------------------------------------------------------|
10/9/97 12/31/97 12/31/98
* The NASDAQ Retail Trade Index # NASDAQ Stock Market Index & A.C. Moore
<TABLE>
<CAPTION>
October 9, 1997 December 31, 1997 December 31, 1998
--------------- ----------------- -----------------
<S> <C> <C> <C>
A.C. Moore $100 $76 $ 41
Nasdaq Stock Market Index 100 90 127
The NASDAQ Retail Trade Index 100 96 116
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's common stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater
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than ten percent shareholders are required by regulation of the Securities and
Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during 1998, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten-percent
beneficial owners were complied with during 1998, except that Richard J. Bauer
filed with respect to his purchase of shares of the Company's common stock a
late report on Form 4.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 2000 Annual Meeting of Shareholders must
be submitted to A.C. Moore by December 21,1999 to receive consideration for
inclusion in A.C. Moore's Proxy Statement. Any such proposal must also comply
with the proxy rules under the Securities Exchange Act of 1934, including Rule
14a-8. Any proposal submitted outside of the Rule 14a-8 process for
consideration at the Company's 2000 Annual Meeting of Shareholders will not be
considered at such meeting unless it is submitted to the Secretary of the
Company in accordance with Section 202 of the Company's By-laws no later than
December 21, 1999.
APPOINTMENT OF AUDITORS
The board of directors has appointed PricewaterhouseCoopers LLP,
independent accountants, to serve as A.C. Moore's independent auditors for the
year ending December 31, 1999. A representative of PricewaterhouseCoopers LLP is
expected to be present at the A.C. Moore Annual Meeting and to be available to
respond to appropriate questions. The representative will have the opportunity
to make a statement if he or she so desires.
OTHER MATTERS
A.C. Moore is not presently aware of any matters (other than procedural
matters) which will be brought before the A.C. Moore Annual Meeting which are
not reflected in the attached Notice of the Meeting. The enclosed Proxy confers
discretionary authority to vote with respect to any and all of the following
matters that may come before the A.C. Moore Annual Meeting: (i) approval of the
minutes of a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (ii) the election of any person
to any office for which a bona fide nominee named in this Proxy Statement is
unable to serve or for good cause will not serve; (iii) any proposal omitted
from this Proxy Statement and the form of proxy pursuant to Rules 14a-8 or 14a-9
under the Securities Exchange Act of 1934; and (iv) matters incident to the
conduct of the A.C. Moore Annual Meeting. In connection with such matters, the
persons named in the enclosed Proxy will vote in accordance with their best
judgment.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by A.C. Moore's 1998 Annual Report
to Shareholders.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF A.C. MOORE'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AS FILED WITH
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THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE EXCEPT FOR EXHIBITS TO
THE REPORT, BY SENDING A WRITTEN REQUEST TO:
A.C. MOORE ARTS & CRAFTS, INC.
500 University Court
Blackwood, NJ 08012
Attention: Leslie H. Gordon
By Order of the Board of Directors
Janet Parker-Vandenberg
Secretary
Blackwood, New Jersey
April 19, 1999
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A.C. MOORE ARTS & CRAFTS, INC.
BLACKWOOD, NEW JERSEY
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS, MAY 27, 1999
Solicited On Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Jack Parker and William
Kaplan, and each of them, as attorneys and proxies of the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned,
to appear at the annual meeting of shareholders of A.C. Moore Arts & Crafts,
Inc. to be held on the 27th day of May, 1999 and at any postponement or
adjournment thereof, and to vote all of the shares of A.C. Moore Arts & Crafts,
Inc. which the undersigned is entitled to vote, with all the powers and
authority the undersigned would possess if personally present. The undersigned
hereby directs that this proxy be voted as marked on the reverse side hereof.
This Proxy will, when properly executed, be voted as directed. If no
directions to the contrary are indicated in the boxes provided, the persons
named herein intend to vote FOR each proposal listed on the reverse side hereof.
A majority of said attorneys and proxies present and acting at the
meeting in person or by their substitutes (or if only one is present and acting,
then that one) may exercise all the powers conferred hereby. Discretionary
authority is conferred hereby as to certain matters as may properly come before
the meeting.
(Continued and to be marked, signed and dated on the reverse side)
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(1) ELECTION OF DIRECTORS: Patricia A. Parker and Richard Lesser
FOR all nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold authority to vote
listed above (except to vote for the for any individual nominee, write that nominee's
as marked to the nominees listed name in the space provided below.)
contrary at right.) above.
[ ] [ ]
(2) To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement dated
April 19, 1999 is hereby acknowledged.
_____________________________________________
Signature
_____________________________________________
Signature
Dated: ______________________________________
Please sign exactly as your name or names appear hereon, including any official
position or representative capacity.
Please mark, date and sign this proxy and return it promptly in the enclosed postage paid envelope.
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