SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for the Use of
[x] Definitive Proxy Statement the Commission Only (as
[ ] Definitive Additional Materials permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
ss240.14a-11(c) or ss240.14a-12
WEINER'S 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
WEINER'S STORES, INC.
6005 WESTVIEW DRIVE
HOUSTON, TX 77055
(713) 688-1331
------------------------------------------------------------------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 25, 1998
----------------------------
TO THE STOCKHOLDERS OF
WEINER'S STORES, INC. :
Notice is hereby given that the Annual Meeting of Stockholders of
Weiner's Stores, Inc. (the "Company") will be held at Wyndham Greenspoint Hotel,
12400 Greenspoint Drive, Houston, TX 77060 on Thursday, June 25, 1998 at 8:30
A.M. local time (the "Annual Meeting"), for the following purposes:
1. To elect the seven members of the Board of Directors, each to
serve until the next annual meeting of stockholders and until
their respective successors are elected and qualified or until
their earlier resignation or removal;
2. To ratify the appointment of independent public accountants
for the Company and its subsidiary for the fiscal year ending
January 30, 1999; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The accompanying Proxy Statement contains further information with respect to
these matters.
The Company has fixed the close of business on May 4, 1998 as the record date
for determining stockholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof. Stockholders who execute proxies solicited
by the Board of Directors of the Company retain the right to revoke them at any
time; unless so revoked, the shares of Common Stock of the Company represented
by such proxies will be voted at the Annual Meeting in accordance with the
directions given therein. If a stockholder does not specify a choice on such
stockholder's proxy, the proxy will be voted FOR the nominees for director named
in the attached Proxy Statement and FOR the ratification of the appointment of
the independent public accountants for the Company and its subsidiary named in
such Proxy Statement. The list of stockholders of the Company may be examined at
the offices of the Company at 6005 Westview Drive, Houston, Texas 77055.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
FOR MAILING IN THE UNITED STATES. THE PROXY IS REVOCABLE AND WILL NOT BE USED IF
YOU ARE PRESENT AT THE ANNUAL MEETING AND PREFER TO VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Raymond J. Miller
Secretary
May 27, 1998
<PAGE>
WEINER'S STORES, INC.
6005 WESTVIEW DRIVE
HOUSTON, TX 77055
(713) 688-1331
---------------------------------------------------------
PROXY STATEMENT
FOR 1998 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 25, 1998
This Proxy Statement is being furnished by the Board of Directors (the
"Board" or "Board of Directors") of Weiner's Stores, Inc., a Delaware
corporation (the "Company"), 6005 Westview Drive, Houston, TX 77055, in
connection with the solicitation of proxies by the Board from such stockholders
for the Annual Meeting of Stockholders of the Company to be held on June 25,
1998, at 8:30 A.M. local time at Wyndham Greenspoint Hotel, 12400 Greenspoint
Drive, Houston, TX 77060, or any adjournments or postponements thereof (the
"Annual Meeting"). At the Annual Meeting, the presence in person or by proxy of
the holders of a majority of the total number of outstanding shares of the
Company's common stock, par value $.01 per share ("Common Stock"), entitled to
vote thereat will be necessary to constitute a quorum.
The Company has fixed the close of business on May 4, 1998 as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting. On that date there were
outstanding and entitled to vote 19,000,000 shares of Common Stock, which is the
Company's only class of voting securities. Abstentions and broker non-votes will
be counted in determining whether a quorum is present. Each stockholder is
entitled to one vote for each share of Common Stock held of record. A plurality
of the shares of Common Stock present in person or represented by proxy and
entitled to vote at the Annual Meeting is required for the election of
directors. Accordingly, the seven nominees for election as directors at the
Annual Meeting who receive the greatest number of votes cast for election by the
holders of record of Common Stock on the Record Date shall be the duly elected
directors upon completion of the vote tabulation at the Annual Meeting. The
affirmative vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the Annual
Meeting is required for approval of all other items being submitted to the
stockholders for their consideration. Abstentions will be considered present for
purposes of calculating the vote, but will not be considered to have been voted
in favor of the matter voted upon. Broker non-votes will not be considered
present for purposes of calculating the vote.
Votes will be tabulated by American Stock Transfer & Trust Company, the
transfer agent and registrar for the Common Stock, and the results will be
certified by one or more inspectors of election who are required to resolve
impartially any interpretive questions as to the conduct of the vote (the
"Inspector(s) of Election"). In tabulating votes, a record will be made of the
number of shares voted for each nominee or other matter voted upon, the number
of shares with respect to which authority to vote for that nominee or such other
matter has been withheld, and the number of shares held of record by
broker-dealers and present at the Annual Meeting but not voting.
All shares of Common Stock represented by properly executed proxies in
the accompanying form will be voted at the Annual Meeting in accordance with the
instructions indicated thereon unless such proxies previously have been revoked.
If any such proxies do not contain voting instructions, the shares of Common
Stock represented by such proxies will be voted FOR PROPOSALS 1 AND 2. The Board
of Directors is not aware of any business to be brought before the Annual
Meeting other than as indicated in the accompanying notice, but it is intended
that, as to any other such business properly coming before the Annual Meeting,
votes may be cast pursuant to such proxies in accordance with the judgment of
the persons acting thereunder.
<PAGE>
Any stockholder who executes and delivers a proxy may revoke it at any
time prior to its use upon (a) receipt by the Secretary of the Company at the
address above of written notice of such revocation; (b) receipt by the Secretary
of the Company at the address above of a duly executed proxy bearing a later
date; or (c) appearance by the stockholder at the Annual Meeting and notice by
such stockholder of revocation of such proxy given to the Inspector(s) of
Election.
This Proxy Statement is expected to be first mailed or delivered to
stockholders of the Company entitled to notice of the Annual Meeting on or about
June 2, 1998.
The date of the Proxy Statement is May 27, 1998.
<PAGE>
OWNERSHIP OF COMMON STOCK
BY DIRECTORS,
OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning the
beneficial ownership as of March 31, 1998 of Common Stock by (a) each
stockholder known by the Company to own beneficially in excess of five percent
of the Common Stock, (b) each executive officer named in "Executive Compensation
- -- Summary Compensation Table" and each member of the Board of Directors and (c)
all such executive officers and members of the Board of Directors as a group.
Except as otherwise indicated, to the best knowledge of the Company, all persons
listed below have (i) sole voting power and investment power, except to the
extent that authority is shared by spouses under applicable law, and (ii) both
record and beneficial ownership with respect to the shares of Common Stock
indicated as being beneficially owned by them.
<TABLE>
<CAPTION>
Name of Number of Shares Estimated
Beneficial Owner Beneficially Owned Percentage Ownership (1)
---------------- ------------------ ------------------------
<S> <C> <C>
Chase Bank of Texas ............................... 8,558,252 44.8%
707 Travis Street
Houston, Texas 77002
Magten Asset Management Corp. (2).................. 1,233,110 6.5%
35 East 21st Street
New York, New York 10010
Pengo Securities Corp.(3).................................
885 Third Avenue 1,135,435 5.9%
New York, New York 10022
Herbert R. Douglas (4)............................. 243,333 *
Raymond J. Miller (5).............................. 80,000 *
Jerome L. Feller (5)............................... 80,000 *
James L. Berens (5)................................ 40,000 *
Joseph J. Kassa (5)................................ 40,000 *
Michael G. Klaiman (5)............................. -- --
Merwin F. Kaminstein............................... -- --
Randall L. Lambert................................. -- --
Gasper Mir......................................... -- --
F. Hall Webb (6)................................... (6) (6)
Melvyn L. Wolff.................................... -- --
All directors and named executive officers as a group 9,041,585 47.4%
(11 persons) (4),(5),(6).....................
</TABLE>
- --------------------------------------
* Less than one percent of the Common Stock.
<PAGE>
(1) Based on the total number of shares of Common Stock required to be issued
pursuant to the Company's Amended Plan of Reorganization under Chapter 11
of the Bankruptcy Code dated June 24, 1997, as amended (the "Plan"). The
Plan required the Company to issue an aggregate of 18,600,000 shares of
Common Stock (excluding 400,000 shares of Restricted Stock issuable
pursuant to the Weiner's Stores, Inc. 1997 Stock Incentive Plan (the
"Stock Plan")), assuming the allowed amount of all claims filed against
the Company by its general unsecured creditors will not exceed
$85,200,000, the Company's current estimate of the total amount needed to
settle such claims. As of March 31, 1998, approximately 319,000 shares of
Common Stock are held in a Reserve pending the resolution of certain
Disputed Claims pursuant to the Plan.
(2) Magten Asset Management Corp. is a registered investment advisor that
manages a number of discretionary accounts including Magten Partners, LP,
Magten Group Trust, The Saturn Fund, and Hughes Master Retirement Trust.
Magten Asset Management Corp. disclaims any beneficial ownership of such
Common Stock.
(3) Pengo Securities Corp. is a registered investment advisor that manages a
number of discretionary accounts including Pengo, L.L.C., Pengo
Industries, Inc., RDS Group Holdings, Inc., SDR Group Holdings, Inc., and
Randall D. Smith.
(4) Includes 160,000 shares of Common Stock granted pursuant to the Stock Plan
and 83,333 shares of Common Stock issuable pursuant to options granted
pursuant to the Stock Plan which are currently exercisable. Does not
include 166,667 shares of Common Stock issuable pursuant options granted
pursuant to the Stock Plan, none of which options are currently
exercisable or will become exercisable within 60 days of the date of this
Proxy Statement. See "Option Grants in Fiscal Year 1997."
(5) Does not include shares of Common Stock issuable pursuant to options
granted to members of management, including Messrs. Miller (125,000),
Feller (125,000), Berens (75,000), Kassa (75,000) and Klaiman (25,000),
respectively, in each case pursuant to the Stock Plan, none of which
options are currently exercisable or will become exercisable within 60
days of the date of this Proxy Statement. See "Option Grants in Fiscal
Year 1997."
(6) Mr. Webb, who is a Director of the Company, is Senior Vice President of
Chase Bank of Texas and may therefore be deemed to share beneficial
ownership of the 8,558,252 shares of Common Stock shown as beneficially
owned by Chase Bank of Texas. Mr. Webb disclaims beneficial ownership of
such shares of Common Stock.
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's Board currently consists of seven directors. The terms of
all directors named below expire at the Annual Meeting, and all such directors
are standing for re-election. Accordingly, the nominees for director are Herbert
R. Douglas, Raymond J. Miller, Merwin F. Kaminstein, Randall L. Lambert, Gasper
Mir, F. Hall Webb and Melvyn L. Wolff. The directors to be elected at the Annual
Meeting will serve until the 1999 Annual Meeting of Stockholders and until their
respective successors are elected and qualified or until their earlier
resignation or removal.
It is intended that the proxies received from the holders of Common Stock,
in the absence of contrary instructions, will be voted at the Annual Meeting for
the election of Messrs. Douglas, Miller, Kaminstein, Lambert, Mir, Webb and
Wolff. If, for any reason, any of the nominees for director shall become
unavailable for election, the individuals named in the enclosed proxy may
exercise their discretion to vote for any substitutes chosen by the Board of
Directors, unless the Board of Directors should decide to reduce the number of
directors to be elected at the Annual Meeting. The Company has no reason to
believe that any nominee will be unable to serve as a director.
<PAGE>
For information concerning the number of shares of the Company's Common
Stock owned by each director, each nominee for director, and all directors and
executive officers as a group as of March 31, 1998, see "Ownership of Common
Stock by Directors, Officers and Certain Beneficial Owners." There are no family
relationships between any directors and executive officers of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages, and positions with the
Company of executive officers and members of the Board of Directors, as well as
the year each joined the Company and/or its Board:
<TABLE>
<CAPTION>
Year Joined
Name Age Company Position Held
- -------------------------- ------ ------------- -------------------------------------------------------------
<S> <C> <C> <C>
Herbert R. Douglas........ 56 1995 Chairman, President, Chief Executive Officer and Director
Raymond J. Miller......... 46 1995 Vice President, Chief Financial Officer and Director
Jerome L. Feller.......... 57 1995 Vice President, General Merchandise Manager
James L. Berens........... 49 1996 Vice President, Stores
Joseph J. Kassa........... 42 1996 Vice President, Marketing, Sales Promotion and Real Estate
Merwin F. Kaminstein...... 63 1997 Director
Randall L. Lambert........ 40 1997 Director
Gasper Mir................ 51 1997 Director
F. Hall Webb.............. 49 1997 Director
Melvyn L. Wolff........... 67 1997 Director
</TABLE>
Messrs. Douglas and Miller are the only members of the Board who are
also officers of the Company. Each of the remaining directors listed below
became a member of the Board of Directors on August 26, 1997.
The Board of Directors elects officers to hold office until the next
annual meeting of the Board of Directors or until their successors are elected,
or until their resignation or removal. The Chairman may appoint additional
officers to hold office until their successors are appointed, or until their
resignation or removal. The current officers were most recently elected by the
Board of Directors on September 4, 1997. No family relationships exist among the
directors and executive officers of the Company.
Herbert R. Douglas, Chairman, President, Chief Executive Officer and
Director. Mr. Douglas has served as a Director of the Company and as Chief
Executive Officer and President since December 1995 and was elected as Chairman
of the Board of Directors in September 1997. Mr. Douglas served as President and
Chief Executive Officer of Jamesway Corporation, a New Jersey-based discount
store chain, from 1994, beginning after the commencement of its bankruptcy
proceedings under Chapter 11 of the Bankruptcy Code, and continuing through its
emergence from Chapter 11 reorganization and until its liquidation under Chapter
11 in 1995. Mr. Douglas served in various executive positions in merchandising
for Bradlees, Inc., a Massachusetts-based discount store chain, from 1986 to
1994, most recently as Senior Vice President for Merchandising.
Raymond J. Miller, Vice President, Chief Financial Officer and
Director. Mr. Miller has served as a Director of the Company since August 1997
and has held his current position since January 1996. Mr. Miller served as Chief
Financial Officer from February 1995 until January 1996. Mr. Miller served as
Executive Vice President Finance and Operations of Carlisle Retailers, Inc., an
Ohio-based specialty retail store chain, from 1988 to 1995. Carlisle Retailers,
Inc. commenced bankruptcy proceedings under Chapter 11 of the Bankruptcy Code in
1993 and emerged from Chapter 11 reorganization in 1994. Prior to his service
with Carlisle Retailers, Inc., he served as Vice President - North America
Operations of Industrial Equity Pacific Limited, a Hong Kong-based international
investment firm.
<PAGE>
Jerome L. Feller, Vice President, General Merchandise Manager. Mr.
Feller has served as Vice President, General Merchandise Manager since December
1995. Mr. Feller served as Senior Vice President, General Merchandise Manager of
Jamesway Corporation, a New Jersey-based discount store chain, in 1995. From
1992 to 1994, Mr. Feller was owner and Chief Executive Officer of More For Less,
Inc., a women's specialty clothing store in Florida.
James L. Berens, Vice President, Stores. Mr. Berens has served as Vice
President, Stores since January 1996. Mr. Berens served as Vice President
Regional Store Management of Jamesway Corporation, a New Jersey-based discount
store chain, in 1995. Mr. Berens served in various management positions for
Caldor Corporation, a Connecticut-based discount store chain, from 1991 to 1994,
most recently as District Store Manager.
Joseph J. Kassa, Vice President, Marketing, Sales Promotion and Real
Estate. Mr. Kassa has served as Vice President, Marketing, Sales Promotion and
Real Estate since April 1997. Prior thereto, Mr. Kassa served as Vice President,
Marketing and Sales Promotion since February 1996. Mr. Kassa served as Senior
Vice President of Advertising, Marketing and Sales Promotion of Jamesway
Corporation, a New Jersey-based discount store chain, from 1991 to 1995. Prior
to his service with Jamesway Corporation, he served as Vice President of
Marketing and Advertising with Consumers/Singers, a manufacturer and catalog
retailer based in New Jersey.
Merwin F. Kaminstein, Director. Mr. Kaminstein is Chairman of the Board
of Brookstone Company, Inc. ("Brookstone"), a specialty retail store chain based
in Massachusetts. From 1990 until 1995, Mr. Kaminstein served Brookstone as
Chairman of the Board and Chief Executive Officer. Prior to his employment with
Brookstone, Mr. Kaminstein was an independent consultant and a partner at the
Pyramid Companies, a retail real estate development company based in upstate New
York.
Randall L. Lambert, Director. Mr. Lambert is the Senior Managing
Director of Chanin Kirkland Messina LLC, a distressed and specialty situation
brokerage firm based in New York. Mr. Lambert is currently a director of Today's
Man Inc., a publicly traded retailer of men's apparel. Prior to his service with
Chanin Kirkland Messina LLC, he served as Managing Director of Private
Transactions of BDS Securities, LLC, a distressed and specialty situation
brokerage firm based in New York, from 1995 to 1997. Mr. Lambert served as Vice
President of Brian M. Enterprises, Inc., an investment banking firm in Millburn,
New Jersey, from 1993 to 1995.
Gasper Mir, Director. Mr. Mir is the founder of the professional
accounting firm of Mir-Fox & Rodriguez, P.C., based in Houston, Texas, and has
served as its President since 1983.
F. Hall Webb, Director. Mr. Webb has served as Senior Vice President
with Chase Bank of Texas based in Houston, Texas, since 1987. Mr. Webb held
various executive positions with Chemical Bank/Chase Bank from 1973 to present.
Melvyn L. Wolff, Director. Mr. Wolff is the Chairman of the Board and
Chief Executive Officer of Star Furniture Company, a furniture retailer based in
Texas. He has held both positions for over five years, prior to which he was the
owner and President for 30 years.
DIRECTOR COMPENSATION
Directors of the Company who are not employees of the Company are paid
by the Company compensation which consists of (i) a $25,000 annual retainer,
(ii) a $2,000 per meeting fee for attendance in person and (iii) a $3,000
Committee Chairman retainer. The annual retainer is designed to cover the annual
stockholders meeting, regular Board meetings, and up to six telephonic meetings.
Separate compensation is not payable for committee meetings, although directors
are entitled to reimbursement for expenses incurred in attending Board and
committee meetings, including expenses for travel, food and lodging.
<PAGE>
BOARD OF DIRECTORS
The Board met three times during the fiscal year ended January 31, 1998
and took action by unanimous written consent on two occasions. Further
information concerning the Board's standing committees appears below.
AUDIT COMMITTEE
The Audit Committee consists of three directors independent of
management and free of any relationship that, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment as a
committee member. The Audit Committee recommends the selection of the Company's
independent auditors, periodically reviews the adequacy of the Company's
internal financial controls, reviews with the Company's independent auditors the
annual audit, and periodically reviews the terms of material transactions
between the Company and its affiliates and subsidiaries. The Audit Committee
currently consists of Messrs. Mir, as its chairman, Webb and Lambert. The Audit
Committee, which was formed following the establishment of the Board on August
26, 1997, did not meet in fiscal 1997.
COMPENSATION COMMITTEE
The Compensation Committee consists of three directors independent of
management, and its function includes administration of the Stock Plan and other
management compensation matters. The Compensation Committee currently consists
of Messrs. Wolff, as its chairman, Kaminstein and Mir. During fiscal 1997, the
Compensation Committee met four times.
EXECUTIVE COMMITTEE
The Executive Committee consists of three directors and functions such
that, between meetings of the Board of Directors, it has and may exercise,
except as otherwise provided by law, all the powers of the Board of Directors in
the management of the property, business and affairs of the Company. The
Executive Committee currently consists of Messrs. Douglas, as its chairman, Webb
and Wolff. The Executive Committee, which was formed following the establishment
of the Board on August 26, 1997, did not meet in fiscal 1997.
NOMINATING COMMITTEE
The Company has no Nominating Committee, and such functions will be
performed by the Executive Committee, which will recommend to the Board of
Directors the names of persons to be nominated for election as members of the
Board of Directors of the Company.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Common Stock was registered pursuant to Section 12 (g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in May 1998.
The Company had no class of equity securities registered pursuant to Section 12
of the Exchange Act during fiscal 1997.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash and non-cash compensation
for the Company's last completed fiscal year, to the extent applicable, earned
by (i) the Chairman, President and Chief Executive Officer, (ii) the four other
most highly compensated executive officers of the Company who were serving as
executive officers of the Company on January 31, 1998 and (iii) one additional
individual who would have been included among the four other most highly
compensated executive officers of the Company for the fiscal year ended January
31, 1998 but for the fact that such individual was not serving as an executive
officer of the Company on January 1, 1998.
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Annual Compensation Awards
-------------------------------------------- ----------------------
Restricted Securities
Other Stock Underlying
Annual Awards Options/ All Other
Salary($) Bonus($) Compensation ($) ($)(1) SARS(#)(2) Compensation($)(3)
-------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Herbert R. Douglas..................... $ 450,000 $ 100,000 $ 3,681 $ 184,000 250,000 $ 995
Chairman, President and Chief
Executive Officer
Raymond J. Miller..................... 200,000 - - 92,000 125,000 525
Vice President and Chief
Financial
Officer
Jerome L. Feller....................... 200,000 - 2,100 92,000 125,000 1,125
Vice President, General
Merchandise Manager
James L. Berens........................ 156,928 - - 46,000 75,000 525
Vice President, Stores
Joseph J. Kassa........................ 131,986 - 17,676 46,000 75,000 308
Vice President, Marketing, Sales
Promotion and Real Estate
Michael G. Klaiman.................. 150,000 - - - 25,000 513
Divisional Merchandise Manager
</TABLE>
- -------------------------------
(1) As of January 31, 1998, the executive officers of the Company held, in
aggregate, 400,000 shares of restricted Common Stock, the aggregate value
of which, based on a valuation of $1.15 per share, which is the Company's
estimate of the fair market value per share of Common Stock as of January
31, 1998, was $460,000. The Stock Plan Committee (as hereinafter defined)
granted the restricted stock awards hereinabove set forth (i.e., a total of
400,000 shares of Common Stock) to the named executive officers in
September 1997 pursuant to the Plan. One hundred percent of each stock
award will become transferable on January 15, 2000, except that one hundred
percent of the stock award granted to Mr. Douglas will become transferable
on January 15, 1999. In addition, such stock awards will become
transferable upon a "change in control" of the Company, as defined in the
Stock Plan. The respective named executive officers shall have the right to
receive, in respect of their restricted Common Stock as set forth above,
any dividends paid with respect to Common Stock.
(2) Options were granted in September 1997 and November 1997 pursuant to the
Stock Plan. See " - Option Grants in Fiscal Year 1997."
(3) Reflects the dollar value of insurance payments by the Company with respect
to term life insurance for the benefit of each named executive officer.
<PAGE>
EMPLOYMENT AGREEMENTS
Herbert R. Douglas. On December 5, 1995, the Company entered into an
employment agreement with Mr. Douglas, as President and Chief Executive Officer
of the Company, which was subsequently amended on May 1, 1997 (as amended, the
"Douglas Agreement"). The Douglas Agreement terminates on January 31, 1999. The
Douglas Agreement provides that Mr. Douglas will receive a base salary of not
less than $450,000 per year. In addition, Mr. Douglas is entitled to performance
bonuses as follows in each of fiscal years 1997 and 1998: (1) 3% of first $2
million of EBIT; plus (2) 4% of next $3.5 million of EBIT in excess of $2
million (i.e., total potential performance bonus of $200,000 each fiscal year);
plus (3) an amount equal to the amount calculated pursuant to (2), provided that
aggregate amount of performance bonuses under (3) shall not exceed $300,000
during the term of the Douglas Agreement. For fiscal 1997 Mr. Douglas was
guaranteed a minimum performance bonus of $100,000. Performance bonuses (1) and
(2) are earned if Mr. Douglas is employed as of October 31 of each fiscal year
and are payable 30 days after completion of audited financial statements for
each fiscal year. Performance bonuses earned pursuant to (3) shall be earned if
Mr. Douglas is employed on October 31 of each fiscal year but shall be payable
30 days after completion of audited financial statements for fiscal year 1998.
The minimum portion of the performance bonus for fiscal year 1997 was paid on
the first business day of January 1998.
Raymond J. Miller. On February 24, 1995, the Company entered into an
employment agreement with Mr. Miller as Chief Financial Officer of the Company
which was subsequently amended on April 7, 1995 and May 1, 1997 (the "Miller
Agreement"). Such amended employment agreement terminates on January 31, 2000.
Pursuant to the Miller Agreement, Mr. Miller was paid a base salary of $200,000
for fiscal 1997 and will be paid a base salary of $220,000 per year thereafter.
Jerome L. Feller. On December 13, 1995, the Company entered into an
employment agreement with Jerome L. Feller as General Merchandise Manager and
Vice President which was subsequently amended May 1, 1997 (the "Feller
Agreement"). The Feller Agreement terminates on January 31, 2000. Pursuant to
the Feller Agreement, Mr. Feller was paid a base salary of $200,000 for fiscal
1997 and will be paid a base salary of $220,000 per year thereafter.
Other Employment Agreements. The Company has entered into agreements
with certain key employees in an effort to retain the continuity of the core
management team for a meaningful period following the effective date of the Plan
on August 26, 1997. In addition, with respect to certain of its officers, other
than Messrs. Douglas, Miller and Feller, the Company has, while not in any way
altering such employees' employment at will status, provided for a separation
payment equal to twelve months base salary in the event of their termination
other than for cause. The Company has also in respect to certain key employees,
while not in any way altering such employees' employment at will status,
provided for a separation payment equal to six months base salary in the event
of their termination other than for cause. The purpose of such agreements is to
provide the Company with continuity of management by providing its officers and
key employees with appropriate assurances of employment security sufficient to
allow them to concentrate on their duties for the Company without distraction.
The above-mentioned agreements, including the employment agreements of
Messrs. Douglas, Miller and Feller, provide for lump-sum severance payments if
the executives or key employees are terminated to other than cause (as such term
is defined in each respective agreement). The lump-sum severance payment equals
200% of base salary plus bonus in the case of Mr. Douglas, 100% of base salary
in the cases of Messrs. Miller, Feller, Kassa and Berens and 50% of base salary
of Mr. Klaiman. In the event that all of the executives and key employees were
terminated, the Company's aggregate lump-sum severance payment obligation would
be approximately $1,750,000.
OPTION GRANTS IN FISCAL YEAR 1997
The following table sets forth information concerning the stock options
granted during fiscal 1997 under the Stock Plan to the named executive officers:
<PAGE>
<TABLE>
<CAPTION>
Number of Potential Realizable Value at
Securities % Total Assumed Annual Rates of Stock
Underlying Options Exercise Price
Options Granted to Price Expiration Appreciation for Option Term
Name Granted (#)(1) Employees ($/Sh)(2) Date 5% ($) 10% ($)
---- ---------------- ------------ ----------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Herbert R. Douglas...... 250,000 27.8 $1.15 09/04/07 $180,807 $458,201
Raymond J. Miller....... 125,000 13.9 1.15 09/04/07 90,404 229,100
Jerome L. Feller........ 125,000 13.9 1.15 09/04/07 90,404 229,100
James L. Berens......... 75,000 8.3 1.15 09/04/07 54,242 137,460
Joseph J. Kassa......... 75,000 8.3 1.15 09/04/07 54,242 137,460
Michael G. Klaiman...... 25,000 2.8 1.15 09/04/07 18,081 45,820
</TABLE>
- --------------------------------
(1) One-third of the options for Mr. Douglas vested on January 15, 1998 and the
remainder will vest on January 15, 1999. All other options vest equally over
three years, at a rate of one-third of such options per year on each
anniversary of the date of the grant, beginning one year from the date of
the grant. All options expire in ten years. The Stock Plan provides for an
acceleration of the vesting in the event of a change in control (as therein
defined).
(2) Pursuant to the Stock Plan, the exercise price of the options shall not be
less than 100% of the Fair Market Value (as therein defined) on the date the
stock option is granted.
The options listed above were the only options covering the Company's
securities held as of January 31, 1998 by the persons named. Other than the
83,333 options for Mr. Douglas that vested on January 15, 1998, none of the
options is currently exercisable.
INCENTIVE COMPENSATION PLAN
In January 1996, the Company adopted a Management Incentive
Compensation Plan (the "Incentive Compensation Plan") for the purpose of
maximizing operating results of the Company by instilling in key employees a
sense of participation in the Company's success. Pursuant to the Incentive
Compensation Plan, cash awards are payable based upon the Company meeting
pre-determined earnings before depreciation and amortization, interest, taxes
and reorganization items amount. No cash awards were earned in 1997.
The Company intends to continue the Incentive Compensation Plan.
PENSION PLAN
The Company sponsors a profit sharing plan for its employees.
Contributions to the profit sharing plan are at the discretion of the Board of
Directors and are limited to the amount deductible under the Internal Revenue
Code of 1986, as amended (the "Tax Code").
The Company also sponsors a 401(k) defined contribution plan that
covers all salaried employees. Employees may contribute up to 15% of their
compensation for any year. Company contributions are at the discretion of the
Board of Directors.
STOCK INCENTIVE PLAN
The Board of Directors has adopted the Stock Plan, which became
effective on August 26, 1997, and which is administered by the Compensation
Committee of the Board of Directors (the "Stock Plan Committee"), which
consisted of at least three Board Members who were "disinterested persons" (as
such term is defined in the rules and regulations under Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). The Stock
Plan in intended to provide incentives to eligible employees to remain employed
by the Company and achieve the performance goals and objectives of the Company.
<PAGE>
The Chief Executive Officer and 38 other officers and other management employees
(collectively, the "Eligible Employees") were deemed by the Stock Plan Committee
to be eligible to participate in the Stock Plan. Pursuant to the Stock Plan, the
Stock Plan Committee in September 1997 and November 1997 granted Eligible
Employees, subject to vesting, incentive stock options to purchase 900,000
shares of Common Stock. Also, in September 1997, pursuant to the Plan, the Stock
Plan Committee granted stock awards to the following persons in the following
total numbers of shares of Common Stock:
<TABLE>
<CAPTION>
Name and Title Total
----------------------------------------------------------------------- --------------
<S> <C>
Herbert R. Douglas, ................................................. 160,000
Chairman, President and Chief Executive Officer
Raymond J. Miller,.................................................... 80,000
Vice President and Chief Financial Officer
Jerome L. Feller, ................................................... 80,000
Vice President, General Merchandise Manager
Joseph J. Kassa, .................................................... 40,000
Vice President, Marketing, Sales Promotion and Real Estate
James L. Berens, .................................................... 40,000
Vice President, Stores --------------
TOTAL 400,000
==============
</TABLE>
One hundred percent of each stock award shall become transferable on
January 15, 2000, except that one hundred percent of the stock award granted to
Mr. Douglas shall become transferable on January 15, 1999. The stock awards
granted to Messrs. Douglas, Miller, Feller, Kassa and Berens shall become
transferable upon a "change of control" of the Company, as defined in the Stock
Plan. These five individuals will also receive an additional amount from the
Company equal to the income tax gross-up at such person's marginal tax rate in
the year(s) that income on the stock award(s) resulting from the removal of
restrictions on such stock award(s) becomes taxable. In addition, these five
individuals have agreed to waive their right to make elections under Section
83(b) of the Tax Code with respect to such stock awards.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of three directors, all of whom are
independent of management, and its function includes administration of the Stock
Plan and other management compensation matters. The Compensation Committee
currently consists of Mr. Wolff, as its chairman, Mr. Kaminstein and Mr. Mir,
none of whom was, during fiscal 1997 or prior thereto, an officer or employee of
the Company or of its subsidiary.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report concerning the specific factors, criteria and
goals underlying decisions on payments and awards of compensation to each of the
executive officers of the Company for fiscal 1997 is provided by the
Compensation Committee of the Company's Board of Directors.
The Compensation Committee was not formed until after August 26, 1997.
Except with respect to (i) approval of amendments to the severance agreements
between the Company and each of James L. Berens and Joseph J. Kassa to provide
in each case for a severance payment equal to 12 months of such officer's then
current salary and (ii) the granting of stock awards and stock options pursuant
to the Plan and the Stock Plan, neither the Compensation Committee nor any other
committee of the Board of Directors, or the Board as a whole, made any
recommendations or decisions concerning compensation of the Company's executive
<PAGE>
officers during fiscal 1997. See " - Employment Agreements," " - Option Grants
in Fiscal Year 1997" and " - Stock Incentive Plan." Going forward,
recommendations regarding compensation of the Company's executive officers
(other than the Chief Executive Officer) will be prepared by Herbert R. Douglas
and submitted to the Compensation Committee of the Board of Directors for
approval. Herbert R. Douglas and Raymond J. Miller, who are ad hoc members of
the Compensation Committee, do not participate in the preparation of
recommendations, or the review, modification or approval thereof, with respect
to their own compensation, and do not vote on proposals before the Compensation
Committee. With regard to the Chief Executive Officer, such compensation for
fiscal 1997 was determined pursuant to the Douglas Agreement in accordance with
the Plan. See " - Employment Agreements - Herbert R. Douglas." Going forward,
decisions regarding compensation of the Company's Chief Executive Officer will
be made by the Compensation Committee, subject to and in accordance with the
Douglas Agreement and the Plan. Such decisions may be determined subjectively,
and not necessarily tied to corporate performance, with consideration given to
the Chief Executive Officer's level of responsibility and importance to the
Company relative to other executives of the Company, his time served with the
Company, individual performance and contributions to the successful
implementation of significant initiatives that are expected to benefit the
Company in the future. No fixed, relative weights are assigned to these
subjective factors.
The objectives of the Company's executive compensation policy are to
align the interests of the stockholders and management while motivating and
retaining key employees. The Company's executive compensation policies combine
annual base compensation, incentive bonuses based on operating performance, and
long term equity based incentives in order to achieve their overall objective.
The Company believes that its programs, taken together, will attract and retain
qualified executives who have a significant stake in the long term success of
the Company.
All compensation for the other executive officers will be determined
annually by the Compensation Committee and may be increased based on (a) the
contribution of the individual to the Company, (b) increases in the scope and
complexity of the individual's primary responsibilities, (c) increases in the
cost of living, (d) increases in competitive salaries and (e) individual
performance and contributions to the successful implementation of significant
initiatives that are expected to benefit the Company. Such decisions may be
determined subjectively, and not necessarily tied to corporate performance. No
fixed, relative weights are assigned to these subjective factors.
Long-term incentives are provided by the grant of stock options. The
purposes of these equity based incentives are to retain these employees and to
align the long-term interests of management with the stockholders. Stock options
are granted at their fair market value. Options vest over a period of time, as
determined by the Compensation Committee. Factors determining stock option
grants are similar to the factors determining increases in base pay.
The Compensation Committee believes that the Company's overall
compensation policies are appropriate to align the interests of management and
the stockholders and to retain key executives.
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Melvyn L. Wolff, Chairman
Merwin F. Kaminstein
Gasper Mir
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or related transactions between the Company
and its officers, directors and other related parties, except for certain
transactions and certain settlements related to the Chapter 11 as described
below (i) with certain persons who on the August 26, 1997 (the "Effective Date")
held five percent or more of the outstanding Common Stock and (ii) with persons
who were formerly members of the Board of Directors. Each such transaction and
settlement was negotiated on an arms length basis.
<PAGE>
Transactions and Settlements with Chase Bank of Texas. In respect to
claims of Chase against the Company, pursuant to the Plan of Reorganization,
Chase was issued, on the August 26, 1997, 8,558,252 shares of Common Stock. Also
on August 26, 1997, the Company and Chase entered into a Registration Rights
Agreement. The Company executed and delivered a General Release to Chase. In
consideration of such release, Chase has agreed to waive its claims, if any, for
an administration expense on account of having made a substantial contribution
pursuant to section 503(b) of the Bankruptcy Code.
Settlement with Former Owners and Certain Matters of the Board of
Directors. All of the outstanding Equity Interests (as defined in the Plan) were
previously held by Messrs. Sol and Leon Weiner, members of their respective
families or trusts for the benefit of immediate members of their respective
families or relatives. Additionally, Messrs. Sol and Leon Weiner were previously
members of the Board of Directors of the Company. Messrs. Sol and Leon Weiner
retained, at their expense, certain professionals who provided them with
independent advice in their capacities as members of the Board of Directors and
as holders of Equity Interests. Based on the advice of their professionals
regarding the potential value of the Company, it is the Company's understanding
that, notwithstanding that the Plan does not provide for any distributions to
holders of Equity Interest, Messrs. Sol and Leon Weiner believe that such value
is sufficient to enable the Company to make distributions to both holders of
Allowed Claims (as defined in the Plan) and holders of Equity Interests.
Additionally, they had asserted Debenture Claims (as defined in the Plan) in the
aggregate amount of $8,200,000 and Dividend Claims (as defined in the Plan)
aggregating $1,100,000. It is the Company's further understanding that, as part
of an overall resolution of issues and disputes regarding the treatment afforded
to the Debenture Claims and the Dividend Claims pursuant to Sections 4.6(f) and
5.5(e) of the Plan, which provide for the allowance of the Debenture Claims in
the aggregate amount of $5,860,000 and the disallowance of the Dividend Claims,
respectively, and in consideration of the releases and exculpations provided in
Sections 13.4, 13.5 and 13.7 of the Plan, Messrs. Sol and Leon Weiner were
willing to forgo their arguments and positions regarding the potential value of
the Company under the consensual treatment afforded to Debenture Claims under
the Plan.
The treatment afforded to the Debenture Claims and the Dividend Claims
pursuant to Sections 4.6(f) and 5.5(e) of the Plan shall be deemed a compromise
and settlement as of the Effective Date pursuant to section 1123 of the
Bankruptcy Code and Bankruptcy Rule 9019 of Causes of Action of the Debtor (as
defined in the Plan) and the holders of Debenture Claims and in respect of the
potential value of the Company.
Debtors Limited Release of Directors and Officers. Section 13.4 of the
Plan provides that as of the Effective Date, the Company shall be deemed to have
waived and released its present and former directors and officers who were
directors and officers, respectively, during the Chapter 11 Case and on or
before the Commencement Date from any and all claims of the Company, including,
without limitation, claims which the Company otherwise has legal power to
assert, compromise or settle in connection with the Chapter 11 Case; provided,
however, that Section 13.4 of the Plan shall not operate as a waiver or release
of any claim (i) in respect of any loan, advance or similar payment by the
Company to any such person and (ii) in respect or any contractual obligation
owed by such person to the Company.
Claim Holders' Release of Directors and Officers from Claims and
Liabilities. Section 13.5 of the Plan provides that as of the Effective Date,
each of the Company's present and former directors and officers who were
directors and officers, respectively, during the Chapter 11 Case and on or
before the Commencement Date (a "Released Director or Officer") shall be
released and discharged from any and all claims, obligations, rights, Causes of
Action and liabilities which any holder of a Claim against the Company may be
entitled to assert, whether known or unknown, foreseen and unforeseen, existing
or hereafter arising, based in whole or in part upon any act or omission or
other event occurring on or at any time prior to the Effective Date in any way
relating to the Company, the Chapter 11 Case or the Plan; provided, however,
such release shall not operate as a waiver or release of any claim (i) in
respect of any loan, advance or similar payment by any holder of a Claim to a
Released Director or Officer and (ii) in respect of any contractual obligation
owed by a Released Director or Officer to a holder of a Claim; provided,
further, however, a Released Director or Officer retains the right to assert and
prosecute (x) any direct claim, counterclaim, cross-claim, separate action or
similar claim against any entity which maintains that it has a Cause of Action
against a Released Director or Officer that has not been released and discharged
<PAGE>
under the Plan of (y) any claim for indemnification, contribution or otherwise,
however denominated, against any entity relating to any Cause of Action against
a Released Director or Officer that has not been released and discharged under
the Plan.. Each holder of a Claim, other than the United States of America,
shall be deemed to have agreed to the provisions of Section 13.5 of the Plan,
and shall be bound thereby, by reason of, among other things, its acceptance of
the Plan and its receipt of any distributions under the Plan.
Exculpation. In accordance with the Plan and subject to Sections 13.4
("Debtor's Limited Release of Directors and Officers") and 13.5 ("Claims
Holder's Release of Directors and Officers from Claims and Liabilities") of the
Plan, neither the Company nor the Creditors Committee nor any of their
respective members, officers, directors, employees, advisors or agents will have
or incur any liability to any holder of a Claim or Equity Interest for any act
or omission in connection with, or arising our of, the Chapter 11 Case, the
pursuit of confirmation of the Plan, the consummation of the Plan or the
administration of the Plan or the property to be distributed under the Plan
except for willful misconduct or gross negligence, and, in all respects, the
Company, the Creditors Committee and each of their respective members, officers,
directors, employees, advisors and agents shall be entitled to rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan; provided, however, that nothing contained in the Plan shall exculpate,
satisfy, discharge or release any claims against officers, directors, or
employees of the Company in their individual capacities.
Worthless Stock Deduction. The Company will have available certain net
operating loss ("NOL") carryforwards and will utilize the same to offset taxable
income. The ability of the Company to utilize such carryforwards may be
adversely affected by the actions of the equity security holders of the Company
in taking worthless stock deductions with respect to the Equity Interests in the
Company during certain tax years. Accordingly, the Company received from
"50-percent shareholders" of the Company (as that term is defined in the Tax
Code) and executed stipulation, approved by the Bankruptcy Court, pursuant to
which they will agree not to claim a worthless stock deduction for any taxable
year of such stockholders ending prior to the Effective Date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
AS SET FORTH IN THIS PROPOSAL 1.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee of the Board of
Directors, none of whose members is an officer of the Company, the Board of
Directors has appointed Ernst & Young LLP, independent auditors, as the
principal independent auditors of the Company and its subsidiary for fiscal year
1998 ending January 30, 1999. Ernst & Young LLP has no investment in the Company
or its subsidiary. It is intended that such appointment be submitted to the
stockholders for ratification at the Annual Meeting. Deloitte & Touche LLP
previously served as the Company's auditors. If the appointment of Ernst & Young
LLP is not approved or if that firm shall decline to act or their employment is
otherwise discontinued, the Board of Directors will consider whether to appoint
other independent auditors.
It is expected that representatives of both Ernst & Young LLP and
Deloitte & Touche LLP will be present at the Annual Meeting with an opportunity
to make a statement should they desire to do so and to respond to appropriate
questions from stockholders.
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On May 20, 1998, the Company dismissed the accounting firm of Deloitte
& Touche LLP, which had previously been engaged as the Company's independent
auditors to audit the Company's financial statements. Deloitte & Touche LLP's
reports on the Company's financial condition for balance sheets as of January
31, 1998 and January 25, 1997, and the related statements of operations, changes
in stockholders' equity (deficiency) and of cash flows for the twenty-three
weeks ended January 31, 1998, the thirty weeks ended August 25, 1997, and the
years ended January 25, 1997 and January 27, 1996 did not contain any adverse
opinion or disclaimer of opinion, and such reports were not modified or
qualified as to uncertainty, audit scope or accounting principles, except that
Deloitte & Touche LLP's reports on the Company's financial condition for the
fiscal years ended January 25, 1997 and January 27, 1996 contained a going
concern qualification. Furthermore, during the aforementioned periods, the
Company had no disagreements with Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Deloitte & Touche LLP, would have caused it to make reference to the subject
matter of the disagreements in connection with its report(s).
On May 20,1998, the Company retained the accounting firm of Ernst &
Young LLP as its new independent auditors to audit the Company's financial
statements for fiscal year 1998 ending January 30, 1999.
The decision to change accounting firms was recommended by the Audit
Committee of the Company's Board of Directors and approved by the Company's
Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 1998
ENDING JANUARY 30, 1999.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no matters, which will be presented for consideration at the Annual Meeting
other than the proposals set forth in this Proxy Statement. If any other matters
properly come before the Annual Meeting, it is intended that the persons named
in the proxy will act in respect thereof in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company no later than January
27, 1999 and the proposals must meet certain eligibility requirements under the
rules of the Securities and Exchange Commission. Proposals must be addressed to
Weiner's Stores, Inc., 6005 Westview Drive, Houston, TX 77055, to the attention
of the Corporate Secretary.
By Order of the Board of Directors
Raymond J. Miller
Secretary
<PAGE>
WEINER'S STORES, INC.
6005 WESTVIEW DRIVE, HOUSTON, TEXAS 77055
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond J. Miller and Michael S. Marcus,
as proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated on the reverse, all shares of Common
Stock of Weiner's Stores, Inc. (the "Company") held of record by the undersigned
on May 4, 1998, at the Annual Meeting of Stockholders to be held on June 25,
1998, or any adjournments thereof.
(To Be Signed on Reverse Side)
<PAGE>
A [X] Please mark your votes
as in this example.
<TABLE>
<CAPTION>
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
<S> <C> <C> <C>
(1) ELECTION OF NOMINEES: Herbert R. Douglas (2) PROPOSAL NO. 2
DIRECTORS Raymond J. Miller --- --- ---
--- --- Merwin F. Kaminstein
FOR, except vote withheld from Randall L. Lambert
the following nominees: Gasper Mir
F. Hall Webb
------------------------------ Melvyn L. Wolff
SIGNATURE DATE , 1998 DATE , 1998
------------------- --------- ------------------------------- ---------
SIGNATURE IF HELD JOINTLY
</TABLE>
NOTE: Please sign exactly as name appears on the certificates representing
shares to be voted by this proxy, as show on the label above. When
signing as an executor, administrator, attorney, trustee or guardian,
please give full name as such. If a corporation, please sign full
corporate name by president or other authorized offer. If a
partnership, please sign in partnership name by authorized person(s).
