SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
[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
Rule 14a-11(c) or Rule 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:
(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>
WEINER'S STORES, INC.
6005 WESTVIEW DRIVE
HOUSTON, TX 77055
(713) 688-1331
------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
AUGUST 5, 1999
----------------------------
TO THE STOCKHOLDERS OF
WEINER'S STORES, INC.:
Notice is hereby given that a Special Meeting of Stockholders of
Weiner's Stores, Inc. (the "Company") will be held at the executive offices of
the Company, 6005 Westview Dr., Houston, Texas, on Thursday, August 5, 1999 at
8:30 A.M. local time (the "Special Meeting"), for the following purposes:
1. To vote on approval of the Company's 1999 Stock Incentive Plan; and
2. To transact such other business as may properly come before the
Special 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 June 25, 1999 as the record date
for determining stockholders entitled to notice of, and to vote at, the Special
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 Special 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 approval of the Company's 1999
Stock Incentive Plan. 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 SPECIAL MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO ATTEND THE SPECIAL 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 SPECIAL MEETING AND PREFER TO VOTE YOUR SHARES
IN PERSON.
By Order of the Board of Directors
Raymond J. Miller
Secretary
June 30, 1999
<PAGE>
WEINER'S STORES, INC.
6005 WESTVIEW DRIVE
HOUSTON, TX 77055
(713) 688-1331
---------------------------------------------------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 5, 1999
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 stockholders for a
Special Meeting of stockholders of the Company to be held on August 5, 1999, at
8:30 A.M. local time at the executive offices of the Company, 6005 Westview Dr.,
Houston, Texas, or any adjournments or postponements thereof (the "Special
Meeting"). At the Special 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 June 25, 1999 as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of, and to vote at, the Special Meeting. On that date there were
outstanding and entitled to vote 18,476,830 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. 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 Special
Meeting is required for approval of all 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 matter voted upon, the number of shares with
respect to which authority to vote for such matter has been withheld, and the
number of shares held of record by broker-dealers and present at the Special
Meeting but not voting.
All shares of Common Stock represented by properly executed proxies in
the accompanying form will be voted at the Special 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 PROPOSAL 1. The Board
of Directors is not aware of any business to be brought before the Special
Meeting other than as indicated in the accompanying notice, but it is intended
that, as to any such other business properly coming before the Special Meeting,
votes may be cast pursuant to such proxies in accordance with the judgment of
the persons acting thereunder.
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 Special Meeting and timely
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 Special Meeting on or
about June 30, 1999.
The date of this Proxy Statement is June 30, 1999.
2
<PAGE>
OWNERSHIP OF COMMON STOCK
BY DIRECTORS,
OFFICERS AND CERTAIN BENEFICIAL OWNERS
To the best knowledge of the Company, the following table sets forth
certain information concerning the beneficial ownership as of June 21, 1999 of
Common Stock by (a) each stockholder known by the Company, based on information
filed by such stockholder with the Securities and Exchange Commission (the
"Commission") as of June 21, 1999 and the Company's stock transfer records, 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 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 sole 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
Beneficial Owner Beneficially Owned Percentage Ownership
---------------- ------------------ --------------------
<S> <C> <C>
Chase Bank of Texas ............................... 8,609,017 46.59%
707 Travis Street
Houston, Texas 77002
Sol B. Weiner...................................... 1,843,674 9.98%
434 Hunterwood
Houston, Texas 77024
Herbert R. Douglas (1)............................. 410,000 2.19%
Raymond J. Miller (2).............................. 146,667 *
Jerome L. Feller (2)............................... 121,667 *
James L. Berens (2)................................ 65,000 *
Joseph J. Kassa (2)................................ 65,000 *
Randall L. Lambert................................. -- --
Gasper Mir......................................... -- --
F. Hall Webb (3)................................... (3) (3)
Melvyn L. Wolff.................................... -- --
All directors and executive officers as a
group (9 persons) (1),(2),(3)................ 9,417,351 49.93%
</TABLE>
- --------------------------------------
* Less than one percent of the Common Stock.
(1) Includes 160,000 shares of Common Stock granted pursuant to the Weiner's
Stores, Inc. 1997 Stock Incentive Plan (the "1997 Stock Plan") and 250,000
shares of Common Stock issuable pursuant to options granted pursuant to
the 1997 Stock Plan which are currently exercisable.
(2) Includes shares of Common Stock issuable pursuant to options granted to
members of management, including Messrs. Miller (41,667), Feller (41,667),
Berens (25,000) and Kassa (25,000), respectively, in each case pursuant to
the 1997 Stock Plan, which are currently exercisable. Also includes the
following numbers of shares of restricted Common Stock, over which the
respective member of management exercises sole voting power: Messrs.
Miller (80,000); Feller (80,000); Berens (40,000); and Kassa (40,000).
Does not include shares of Common Stock issuable pursuant to options
granted to members of management, including Messrs. Miller (83,333),
Feller (83,333), Berens (50,000) and Kassa (50,000), respectively, in each
case pursuant to the 1997 Stock Plan, none of which options are currently
exercisable or will become exercisable within 60 days of the date of this
Proxy Statement.
(3) 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 8,609,017 shares of Common Stock shown as beneficially
owned by Chase Bank of Texas. Mr. Webb disclaims beneficial ownership of
such shares of Common Stock.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation
for the Company's last two completed fiscal years, to the extent applicable,
earned by (i) the Chairman, President and Chief Executive Officer and (ii) the
four other most highly compensated executive officers of the Company who were
serving as executive officers of the Company on January 30, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Annual Compensation Awards
------------------------------------------ ----------------------
Restricted Securities
Other Stock Underlying
Annual Awards Options/ All Other
Salary($) Bonus($) Compensation($) ($)(1) SARS(#) Compensation($)(2)
---------- ---------- --------------- --------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Herbert R. Douglas.................... 1998 $ 450,000 $ - $ 4,036 $ - - $ 545
Chairman, President and Chief 1997 450,000 100,000 3,681 184,000 250,000 995
Executive Officer
Raymond J. Miller..................... 1998 220,000 25,000 - - - 545
Vice President, Chief 1997 200,000 - - 92,000 125,000 525
Financial Officer and Secretary
Jerome L. Feller....................... 1998 220,000 - - - - 545
Vice President, General 1997 200,000 - - 92,000 125,000 525
Merchandise Manager
James L. Berens........................ 1998 167,509 - - - - 545
Vice President, Stores 1997 156,928 - - 46,000 75,000 525
Joseph J. Kassa........................ 1998 150,000 - 15,274 - - 545
Vice President, Marketing, 1997 131,986 - 17,676 46,000 75,000 308
Sales Promotion and Real Estate
</TABLE>
- -------------------------------- -------- --- --------
(1) As of January 30, 1999, the executive officers of the Company held, in
aggregate, 400,000 shares of Common Stock constituting grants of restricted
stock under the 1997 Stock Plan. The aggregate value of all 400,000 such
shares, based on a valuation of $0.25 per share, which is the Company's
estimate of the fair market value per share of Common Stock as of January
30, 1999, was $100,000. Of such 400,000 shares, as of January 30, 1999, the
named executive officers held the following numbers of shares of Common
Stock, the value of which as of such date was as follows: Mr. Douglas held
160,000 shares valued at $40,000; Mr. Miller held 80,000 shares valued at
$20,000; Mr. Feller held 80,000 shares valued at $20,000; Mr. Berens held
40,000 shares valued at $10,000; and Mr. Kassa held 40,000 shares valued at
$10,000. All of such shares were restricted Common Stock as of January 30,
1999 except the 160,000 shares held by Mr. Douglas. The 1997 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 Company's
Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code
dated June 24, 1997, as amended (the "Plan of Reorganization"). 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
became 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 1997 Stock Plan. The respective named executive officers
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) Reflects the dollar value of insurance payments by the Company with respect
to term life insurance for the benefit of each named executive officer.
EMPLOYMENT AGREEMENTS
Herbert R. Douglas. On February 1, 1999, the Company entered into an
employment agreement with Mr. Douglas as President and Chief Executive Officer
of the Company (the "Douglas Agreement"). The Douglas Agreement will terminate
on January 31, 2001. The Douglas Agreement provides that Mr. Douglas will
receive a base salary of not less than $450,000 per year. In addition, Mr.
Douglas was entitled to receive, and was paid, a bonus of $300,000 in February
1999. The Douglas Agreement further provides severance payments for Mr. Douglas
if he is terminated for any reason other than "cause" or resigns for "good
reason", including a "change in control" (as such terms are defined in the
Douglas Agreement). The severance payments may, at the election of Mr. Douglas,
be "lump-sum payments" (as defined in the Douglas Agreement), or a combination
of a "lump-sum payment" and salary continuation through the termination of the
Douglas Agreement (at the then "annual rate" as defined in the Douglas
Agreement). These severance payments approximate 150% - 200% of Mr. Douglas's
base salary. Further, the Douglas Agreement provides that in the event that Mr.
4
<PAGE>
Douglas's employment terminates on January 31, 2001, Mr. Douglas shall be
entitled to salary continuation for one calendar year at the annual rate of
$617,000 or a "lump-sum payment" equal to the present value of the salary
continuation.
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, May 1, 1997 and March 25, 1999
(the "Miller Agreement"). Pursuant to the Miller Agreement, Mr. Miller's base
salary is $220,000 per year. The Miller Agreement further provides a severance
payment for Mr. Miller if he is terminated for any reason other than "cause" or
resigns under certain circumstances following a "change in control" (as such
terms are defined in the Miller Agreement). Such severance payment approximates
100% of Mr. Miller's annual base salary. The Miller Agreement terminates on
January 31, 2000.
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's base salary is $220,000 per year.
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
of Reorganization 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 or salary continuation
severance payments if the executives or key employees are terminated other than
for cause (as such term is defined in each respective agreement). The lump-sum
severance payment equals 100% of base salary in the cases of Messrs. Miller,
Feller, Kassa and Berens. In the case of Mr. Douglas, the lump-sum or salary
continuation severance payments range from 100 - 200% of base salary. In the
event that all of the executives and key employees were terminated the Company's
maximum aggregate lump-sum severance payment obligation would be approximately
$1,946,000.
OPTION GRANTS IN FISCAL YEAR 1998
There were no grants under the 1997 Stock Plan to any named executive
officer of the Company during fiscal 1998.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Options at Fiscal Year End(#) Options at Fiscal Year End($)
On Value ----------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert R. Douglas - - 250,000 - - -
Raymond J. Miller - - 41,667 83,333 - -
Jerome L. Feller - - 41,667 83,333 - -
James L. Berens - - 25,000 50,000 - -
Joseph J. Kassa - - 25,000 50,000 - -
</TABLE>
5
<PAGE>
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.
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 during fiscal 1998.
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"). On December 2, 1998, the Board of
Directors of the Company resolved that it was in the best interest of the
Company to terminate the profit sharing plan. The Company is in the process of
complying with this resolution.
The Company also sponsors a 401(k) defined contribution plan. This plan
allows participants to defer up to 15% of their compensation for any year.
Company contributions are at the discretion of the Board of Directors.
1997 STOCK PLAN
The Board of Directors adopted the 1997 Stock Plan, which became
effective on August 26, 1997, and which is administered by the Compensation
Committee of the Board of Directors (the "1997 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 1997
Stock Plan is intended to provide incentives to eligible employees to remain
employed by the Company and achieve the performance goals and objectives of the
Company. The Chief Executive Officer and 42 other officers and other management
employees (collectively, the "Eligible Employees") were deemed by the 1997 Stock
Plan Committee to be eligible to participate in the 1997 Stock Plan. Pursuant to
the 1997 Stock Plan, in June 1999 the 1997 Stock Plan Committee granted Eligible
Employees, subject to vesting, incentive stock options to purchase 90,000 shares
of Common Stock.
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 1997
Stock Plan and other management compensation matters. The Compensation Committee
currently consists of Mr. Wolff, as its chairman, Mr. Webb and Mr. Mir, none of
whom was, during fiscal 1998 or prior thereto, an officer or employee of the
Company or of its subsidiary.
PROPOSAL 1. APPROVAL OF THE 1999 STOCK INCENTIVE PLAN
Under the 1997 Stock Plan, an aggregate of 1,400,000 shares of Common
Stock have been reserved for issuance. Of this amount, 2,500 shares of Common
Stock remain available for future grant as Stock Awards (as defined in the 1997
Stock Plan). In addition, the Company has granted 859,000 options under the 1997
Stock Plan, all of which have exercise prices higher than the market price of
the Company's Common Stock as of June 21, 1999 ($1.06 per share). The Company
does not currently anticipate repricing these options, but instead, intends to
6
<PAGE>
continue granting awards which are designed to advance the interests of the
Company and its stockholders by providing incentives to certain key employees of
the Company who contribute significantly to the strategic and long-term
performance objectives and growth of the Company. The Board of Directors regards
such awards as a significant incentive to such employees and, for this reason,
in order to continue to provide the Company with such flexibility, has adopted,
subject to approval of the Company's stockholders, the Weiner's Stores, Inc.
1999 Stock Incentive Plan (the "1999 Stock Plan"), which is attached hereto as
Appendix A and is incorporated herein by reference.
The following summary briefly describes the principal features of the
1999 Stock Plan, and is qualified in its entirety by reference to the complete
text of the 1999 Stock Plan included herein as Appendix A.
GENERAL
The Board of Directors has adopted the 1999 Stock Plan, which will
become effective, upon receipt of stockholder approval, as of the date so
adopted, and which will be administered by the Compensation Committee of the
Board of Directors (the "1999 Stock Plan Committee"), which consists of at least
three directors who are "disinterested persons" (as such term is defined in the
rules and regulations under Section 16 of the Exchange Act). The 1999 Stock Plan
is intended to provide incentives to eligible employees to remain employed by
the Company and to such eligible employees and non-employee directors of the
Company to achieve the performance goals and objectives of the Company.
ADMINISTRATION
Unless the Board of Directors determines otherwise, the 1999 Stock Plan
will be administered by a committee or subcommittee appointed by the Board of
Directors from among its members, all of which will qualify as (i) a
"Non-Employee Director" within the meaning of Rule 16b-3(b)(3) (or any successor
rule) promulgated under the Exchange Act and (ii) an "outside director" within
the meaning of Section 162(m) of the Tax Code. Subject to the limitations set
forth in the 1999 Stock Plan, such plan vests broad powers to the 1999 Stock
Plan Committee to administer the 1999 Stock Plan, including authority to (1)
select the persons to be granted awards thereunder, (2) determine the size and
type of awards granted thereunder, (3) construe and interpret the 1999 Stock
Plan and (4) establish rules and regulations for the administration of such
plan.
NUMBER OF SHARES AVAILABLE
The 1999 Stock Plan provides for the grant of up to 1,000,000 shares of
Common Stock upon the exercise of stock options granted thereunder. The maximum
number of shares of Common Stock with respect to which stock options may be
granted to an individual participant under the 1999 Stock Plan during the term
of the 1999 Stock Plan shall not exceed 400,000 shares (subject to certain
adjustments).
Any shares subject to an award that remain unissued upon termination of
the award will become available for additional awards under the 1999 Stock Plan.
In the event of a stock split, recapitalization or similar event, or a corporate
transaction, such as a merger, consolidation or similar event, an adjustment
will be made to each outstanding stock option and the 1999 Stock Plan Committee
will have the authority to equitably adjust the aggregate number and kind of
shares subject to such plan and the number, kind and price of shares subject to
outstanding awards.
AWARDS UNDER THE 1999 STOCK PLAN
Awards and Eligibility. The 1999 Stock Plan permits the issuance of
nonqualified stock options ("NQSOs") and incentive stock options ("ISOs").
Participants shall consist of such key employees and non-employee directors of
the Company and any of its subsidiaries as the 1999 Stock Plan Committee in its
sole discretion determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the 1999 Stock Plan
Committee may designate from time to time to receive awards under the 1999 Stock
Plan. Although no determination has been made as of the date of this Proxy
Statement, by the Board or any committee thereof, as to future awards under the
1999 Stock Plan, it is currently expected that approximately 40 persons would be
deemed eligible to participate in the 1999 Stock Plan. Notwithstanding the
foregoing, only key employees of the Company or any of its subsidiaries on the
date of grant are eligible to receive grants of ISOs.
7
<PAGE>
Stock Options. Under the 1999 Stock Plan, the 1999 Stock Plan Committee
has the authority to grant to any participant one or more ISOs, NQSOs, or both.
Each stock option granted under the 1999 Stock Plan will have such per share
exercise price as the 1999 Stock Plan Committee may determine on the date of
grant, provided that the per-share exercise price shall not be less than 100
percent of the Fair Market Value (as defined in the 1999 Stock Plan) of the
Common Stock on the date the stock option is granted. Fair Market Value is
defined in the 1999 Stock Plan as (i) the closing price of the Common Stock on
the date of calculation (or on the last preceding trading date if Common Stock
was not traded on such date) if the Common Stock is readily tradeable on a
national securities exchange or other market system or (ii) if the Common Stock
is not readily tradeable, the amount determined in good faith by the Board of
Directors to be the fair market value of the Common Stock.
The stock option exercise price may be paid in cash or, at the
discretion of the 1999 Stock Plan Committee, by the delivery of shares of Common
Stock then owned by the participant, by the withholding of shares of Common
Stock for which a stock option is exercisable, or by a combination of these
methods. At the discretion of the 1999 Stock Plan Committee, payment may also be
made by delivering a properly executed exercise notice to the Company together
with a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds to pay the exercise price. The 1999
Stock Plan Committee may prescribe any other method of paying the exercise price
that it determines to be consistent with applicable law and the purpose of the
1999 Stock Plan, including, without limitation, in lieu of the exercise of a
stock option by delivery of shares of Common Stock then owned by a participant,
providing the Company with a notarized statement attesting to the number of
shares owned, where upon verification by the Company, the Company would issue to
the participant only the number of incremental shares to which the participant
is entitled upon exercise of the stock option.
Stock options granted under the 1999 Stock Plan will be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the 1999 Stock Plan Committee, provided that no stock option shall
be exercisable later than 10 years after the date it is granted.
The aggregate market value (determined as of the time the stock option
is granted) of the Common Stock with respect to which ISOs (under all option
plans of the Company) are exercisable for the first time by a participant during
any calendar year shall not exceed $100,000. For the purposes of the preceding
sentence, (i) ISOs will be taken into account in the order in which they are
granted and (ii) ISOs granted before 1987 will not be taken into account. ISOs
may not be granted to any participant who, at the time of grant, owns stock
possessing (after the application of the attribution rules of Section 424(d) of
the Tax Code) more than 10% of the total combined voting power of all
outstanding classes of stock of the Company or any of its subsidiaries, unless
the option price is fixed at not less than 110% of the Fair Market Value of the
Common Stock on the date of grant and the exercise of such option is prohibited
by its terms after the expiration of five years from the date of grant of such
option. In addition, no ISO shall be issued to a participant in tandem with any
NQSO.
All stock options granted pursuant to the foregoing provisions, and the
compensation attributable to such stock options, are intended to (i) qualify as
Performance-Based Awards (as described below) or (ii) be exempt from the
deduction limitation imposed by Section 162(m) of the Tax Code.
Performance-Based Awards. Certain awards granted under the 1999 Stock
Plan may be granted in a manner such that the awards qualify for the
performance-based compensation exemption of Section 162(m) of the Tax Code
("Performance-Based Awards"). Unless otherwise exempt from the deduction
limitation imposed by Section 162(m) of the Tax Code, all stock options granted
under the 1999 Stock Plan are intended to qualify as Performance-Based Awards.
DURATION, AMENDMENT AND TERMINATION
No award will be granted more than 10 years after the effective date of
the 1999 Stock Plan, provided that the terms and conditions applicable to any
award granted prior to such date may thereafter be amended or modified by mutual
agreement between the Company and the participant or such other persons as may
then have an interest therein. Also, by mutual agreement between the Company and
a participant under the 1999 Stock Plan, under the 1999 Stock Plan or under any
other present or future plan of the Company, awards may be granted to such
participant in substitution and exchange for, and in cancellation of, any awards
previously granted such participant under the 1999 Stock Plan, or any other
present or future plan of the Company. The Board of Directors may amend the 1999
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Stock Plan from time to time or suspend or terminate the 1999 Stock Plan at any
time, but no such action shall reduce the amount of any existing award or change
the terms and conditions thereof without the participant's consent. No amendment
of the 1999 Stock Plan shall, without approval of the stockholders of the
Company, (i) increase the total number of shares which may be issued under the
1999 Stock Plan, (ii) increase the maximum number of shares issuable with
respect to stock options that may be granted to any individual under the 1999
Stock Plan, (iii) modify the requirements as to eligibility for the awards under
the 1999 Stock Plan or (iv) disqualify any ISOs granted under the 1999 Stock
Plan.
CERTAIN LIMITATIONS ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
With certain exceptions, Section 162(m) of the Tax Code denies a
deduction to publicly held corporations for compensation paid to certain
executive officers in excess of $1.0 million per executive per taxable year
(including any deduction with respect to the exercise of an NQSO or the
disqualifying disposition of stock purchased pursuant to an ISO). One such
exception applies to certain performance-based compensation provided that such
compensation has been approved by stockholders in a separate vote and certain
other requirements are met. It is intended that stock options granted under the
1999 Stock Plan qualify for the performance-based compensation exception of
Section 162(m).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1999
STOCK PLAN AS SET FORTH IN THIS PROPOSAL 1.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no matters to be presented for consideration at the Special Meeting other than
the proposal set forth in this Proxy Statement. If any other matters properly
come before the Special Meeting, it is intended that the persons named in the
proxy will act in respect thereof in accordance with their best judgment.
SOLICITATION EXPENSES
The Company will bear the cost of preparing, printing and mailing this
Proxy Statement and the accompanying proxy card and of this solicitation of
proxies on behalf of the Company's Board of Directors. In addition to
solicitation by mail, proxies may be solicited personally, by telephone or other
means. Brokerage houses and other custodians and nominees will be asked whether
other persons are beneficial owners of the shares of Common Stock which they
hold of record and, if so, they will be supplied with additional copies of the
proxy materials for distribution to such beneficial owners. The Company will
reimburse banks, nominees, brokers and other custodians for the reasonable costs
of sending the proxy materials to the beneficial owners of the Common Stock.
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STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the Proxy Statement to
be issued in connection with the 2000 Annual Meeting of Stockholders must be
received by the Company no later than January 1, 2000 and the proposals must
meet certain eligibility requirements under the rules of the Commission.
Proposals must be addressed to Weiner's Stores, Inc., 6005 Westview Drive,
Houston, TX 77055, to the attention of the Corporate Secretary.
Stockholder proposals submitted outside of the Commission's procedures
for including such proposals in the Company's Proxy Statement must be mailed or
delivered to the attention of the Corporate Secretary at the address above and
must be received by the Company no later than January 1, 2000, except that, with
respect to nominations of one or more persons for election as directors, written
notice of the stockholder's intent to make such nomination(s), which notice must
comply in all respects with the requirements therefor set forth in the Company's
bylaws, must be mailed or delivered to the attention of the Corporate Secretary
at the address above and must be received by the Company's Corporate Secretary
no later than April 11, 2000. If a proposal or notice of nomination is received
after such respective date, the Company's proxy for the 2000 Annual Meeting of
Stockholders may confer discretionary authority to vote on such matter without
any discussion of such matter in the Proxy Statement for the 2000 Annual Meeting
of Stockholders.
By Order of the Board of Directors
Raymond J. Miller
Secretary
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APPENDIX A
WEINER'S STORES, INC.
1999 STOCK INCENTIVE PLAN
1. PURPOSE.
The Weiner's Stores, Inc. 1999 Stock Incentive Plan (the "Plan")
is intended to provide incentives which will attract, retain and motivate highly
competent persons as key employees and non-employee directors of Weiner's
Stores, Inc. (the "Company") and of any subsidiary corporation now existing or
hereafter formed or acquired, by providing them opportunities to acquire shares
of the common stock, par value $.01 per share, of the Company ("Common Stock").
Furthermore, the Plan is intended to assist in aligning the interests of the
Company's key employees and non-employee directors to those of its stockholders.
2. ADMINISTRATION.
(a) The Plan shall be administered by a committee or subcommittee
(the "Committee") appointed by the Board of Directors of the Company (the
"Board") from among its members. Unless the Board determines otherwise, the
Committee shall be comprised solely of not less than two members who each shall
qualify as (i) a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
(or any successor rule) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and (ii) an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and interpretations
and to take such action in connection with the Plan and any Awards (as defined
in Section 4 below) granted hereunder as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants and their legal representatives. No member of the
Board, no member of the Committee and no employee of the Company shall be liable
for any act or failure to act hereunder, except in circumstances involving his
or her bad faith, gross negligence or willful misconduct, or for any act or
failure to act hereunder by any other member or employee or by any agent to whom
duties in connection with the administration of this Plan have been delegated.
The Company shall indemnify members of the Committee, and any agent of the
Committee who is an employee of the Company, against any and all liabilities or
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties on behalf of the Plan, except in circumstances
involving such person's bad faith, gross negligence or willful misconduct.
(b) The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in the
engagement of such counsel, consultant or agent shall be paid by the Company, or
the subsidiary or affiliate whose employees have benefitted from the Plan, as
determined by the Committee.
3. PARTICIPANTS.
Participants shall consist of such key employees and non-employee
directors of the Company and any of its subsidiaries as the Committee in its
sole discretion determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the Committee may
designate from time to time to receive Awards under the Plan. Designation of a
participant in any year shall not require the Committee to designate such person
to receive an Award in any other year or, once designated, to receive the same
type or amount of Award as granted to the participant in any other year. The
Committee shall consider such factors as it deems pertinent in selecting
participants and in determining the type and amount of their respective Awards.
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4. TYPES OF AWARDS.
Awards under the Plan may be granted in the form of Stock Options
(as described below, and collectively, the "Awards"). Awards shall be evidenced
by agreements (which need not be identical) in such forms as the Committee may
from time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any such agreements, the provisions of
the Plan shall prevail.
5. COMMON STOCK AVAILABLE UNDER THE PLAN.
The aggregate number of shares of Common Stock that may be subject
to Awards, i.e., Stock Options, granted under this Plan shall be 1,000,000
shares of Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 8 hereof. The maximum
number of shares of Common Stock with respect to which Stock Options may be
granted to an individual participant under the Plan during the term of the Plan
shall not exceed 400,000 shares (subject to adjustments made in accordance with
Section 8 hereof). Any shares of Common Stock subject to an Award which for any
reason is canceled, terminated without having been exercised, forfeited, or
delivered to the Company as part of full payment for the exercise of a Stock
Option shall again be available for Awards under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Awards and shall not apply for purposes of
determining the maximum number of shares of Common Stock subject to Awards
(including the maximum number of shares of Common Stock subject to Stock
Options) that any individual participant may receive.
6. STOCK OPTIONS.
(a) IN GENERAL. Stock Options shall consist of awards from the
Company that will enable the holder to purchase a specific number of shares of
Common Stock, at set terms and at a fixed purchase price. Stock Options may be
(i) "incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or (ii) Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee shall have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options. Each Stock Option
shall be subject to such terms and conditions consistent with the Plan as the
Committee may impose from time to time. In addition, each Stock Option shall be
subject to the following limitations set forth in this Section 6.
(b) EXERCISE PRICE. Each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine on the date of
grant; provided, however, that the per-share exercise price shall not be less
than 100 percent of the Fair Market Value (as defined in Section 11 below) of
the Common Stock on the date the Stock Option is granted.
(c) PAYMENT OF EXERCISE PRICE. The Stock Option exercise price may
be paid in cash or, in the discretion of the Committee, by the delivery of
shares of Common Stock then owned by the participant, by the withholding of
shares of Common Stock for which a Stock Option is exercisable, or by a
combination of these methods. In the discretion of the Committee, payment may
also be made by delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms. The Committee may prescribe any
other method of paying the exercise price that it determines to be consistent
with applicable law and the purpose of the Plan, including, without limitation,
in lieu of the exercise of a Stock Option by delivery of shares of Common Stock
then owned by a participant, providing the Company with a notarized statement
attesting to the number of shares owned, where upon verification by the Company,
the Company would issue to the participant only the number of incremental shares
to which the participant is entitled upon exercise of the Stock Option. In
determining which methods a participant may utilize to pay the exercise price,
the Committee may consider such factors as it determines are appropriate;
provided, however, that with respect to Incentive Stock Options, all such
discretionary determinations by the Committee shall be made at the time of grant
and specified in the Stock Option agreement.
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(d) EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than 10 years after the date it is granted. All Stock
Options shall terminate at such earlier times and upon such conditions or
circumstances as the Committee shall in its discretion set forth in such Stock
Option agreement on the date of grant.
(e) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock
Options may be granted only to participants who are key employees of the Company
or any of its subsidiaries on the date of grant. The aggregate market value
(determined as of the time the Stock Option is granted) of the Common Stock with
respect to which Incentive Stock Options (under all option plans of the Company)
are exercisable for the first time by a participant during any calendar year
shall not exceed $100,000. For purposes of the preceding sentence, (i) Incentive
Stock Options shall be taken into account in the order in which they are granted
and (ii) Incentive Stock Options granted before 1987 shall not be taken into
account. Incentive Stock Options may not be granted to any participant who, at
the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10 percent of the
total combined voting power of all outstanding classes of stock of the Company
or any of its subsidiaries, unless the option price is fixed at not less than
110 percent of the Fair Market Value of the Common Stock on the date of grant
and the exercise of such option is prohibited by its terms after the expiration
of 5 years from the date of grant of such option. In addition, no Incentive
Stock Option shall be issued to a participant in tandem with a Nonqualified
Stock Option.
(f) SECTION 162(M) OF THE CODE. All Stock Options granted under
this Section 6, and the compensation attributable to such Stock Options, are
intended to (i) qualify as Performance-Based Awards (as described in Section 7
below) or (ii) be exempt from the deduction limitation imposed by Section 162(m)
of the Code.
7. PERFORMANCE-BASED AWARDS.
Certain Awards granted under the Plan may be granted in a manner
such that the Awards qualify for the performance-based compensation exemption of
Section 162(m) of the Code ("Performance-Based Awards"). Unless otherwise exempt
from the deduction limitation imposed by Section 162(m) of the Code, all Stock
Options granted under the Plan are intended to qualify as Performance-Based
Awards.
8. ADJUSTMENT PROVISIONS.
If there shall be any change in the Common Stock, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of
shares, dividend in kind or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company,
an adjustment shall be made to each outstanding Stock Option such that each such
Stock Option shall thereafter be exercisable for such securities, cash and/or
other property as would have been received in respect of the Common Stock
subject to such Stock Option had such Stock Option been exercised in full
immediately prior to such change or distribution, and such an adjustment shall
be made successively each time any such change shall occur. In addition, in the
event of any such change or distribution, in order to prevent dilution or
enlargement of participants' rights under the Plan, the Committee shall have the
authority to adjust, in an equitable manner, the number and kind of shares that
may be issued under the Plan, the number and kind of shares subject to
outstanding Awards, the exercise price applicable to outstanding Awards, and the
Fair Market Value of the Common Stock and other value determinations applicable
to outstanding Awards. Appropriate adjustments may also be made by the Committee
in the terms of any Awards under the Plan to reflect such changes or
distributions and to modify any other terms of outstanding Awards on an
equitable basis. In addition, other than with respect to Stock Options intended
to constitute Performance-Based Awards, the Committee is authorized to make
adjustments to the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events affecting the Company or the
financial statements of the Company, or in response to changes in applicable
laws, regulations, or accounting principles. Notwithstanding the foregoing, (i)
any adjustment with respect to an Incentive Stock Option shall comply with the
rules of Section 424(a) of the Code and (ii) in no event shall any adjustment be
made which would render any Incentive Stock Option granted hereunder other than
an incentive stock option for purposes of Section 422 of the Code.
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9. TRANSFERABILITY.
Each Award granted under the Plan to a participant shall not be
transferable otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the participant's lifetime, only by the
participant. In the event of the death of a participant, each Stock Option
theretofore granted to him or her shall be exercisable during such period after
his or her death as the Committee shall in its discretion set forth in the
agreement granting such option or right on the date of grant and then only by
the executor or administrator of the estate of the deceased participant or the
person or persons to whom the deceased participant's rights under the Stock
Option shall pass by will or the laws of descent and distribution.
10. OTHER PROVISIONS.
Awards granted under the Plan may also be subject to such other
provisions (whether or not applicable to the Award granted to any other
participant) as the Committee determines on the date of grant to be appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options (to be authorized, in the case of Incentive Stock Options,
at the time of grant), to assist the participant in financing the acquisition of
Common Stock (to be authorized, in the case of Incentive Stock Options, at the
time of grant), for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Award, for the
acceleration of exercisability or vesting of Awards in the event of a change in
control of the Company, for the payment of the value of Awards to participants
in the event of a change in control of the Company, or to comply with federal
and state securities laws, or understandings or conditions as to the
participant's employment in addition to those specifically provided for under
the Plan.
11. FAIR MARKET VALUE.
For purposes of this Plan and any Awards granted hereunder, Fair
Market Value shall be (i) the closing price of the Common Stock on the date of
calculation (or on the last preceding trading date if Common Stock was not
traded on such date) if the Common Stock is readily tradeable on a national
securities exchange or other market system or (ii) if the Common Stock is not
readily tradeable, the amount determined in good faith by the Board as the fair
market value of the Common Stock.
12. WITHHOLDING.
All payments or distributions of Awards made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. If the Company proposes
or is required to distribute Common Stock pursuant to the Plan, it may require
the recipient to remit to it or to the corporation that employs such recipient
an amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for such Common Stock. In lieu thereof, the Company
or the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due from such corporation to the
recipient as the Committee shall prescribe. The Committee may, in its discretion
and subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit an
optionee or award or right holder to pay all or a portion of the federal, state
and local withholding taxes arising in connection with any Award consisting of
shares of Common Stock by electing to have the Company withhold shares of Common
Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates required by statute or regulation.
13. TENURE.
A participant's right, if any, to continue to serve the Company as
a director, officer, employee, or otherwise, shall not be enlarged or otherwise
affected by his or her designation as a participant under the Plan.
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14. UNFUNDED PLAN.
Participants shall have no right, title, or interest whatsoever
in or to any investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any participant,
beneficiary, legal representative or any other person. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
expressly set forth in the Plan. The Plan is not intended to be subject to the
Employee Retirement Income Security Act of 1974, as amended.
15. NO FRACTIONAL SHARES.
No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,
or Awards, or other property shall be issued or paid in lieu of fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.
16. DURATION, AMENDMENT AND TERMINATION.
No Award shall be granted more than 10 years after the Effective
Date (as defined below); provided, however, that the terms and conditions
applicable to any Award granted prior to such date may thereafter be amended or
modified by mutual agreement between the Company and the participant or such
other persons as may then have an interest therein. Also, by mutual agreement
between the Company and a participant hereunder, under this Plan or under any
other present or future plan of the Company, Awards may be granted to such
participant in substitution and exchange for, and in cancellation of, any Awards
previously granted such participant under this Plan, or any other present or
future plan of the Company. The Board may amend the Plan from time to time or
suspend or terminate the Plan at any time; provided, however, that no action
authorized by this Section 16 shall reduce the amount of any existing Award or
change the terms and conditions thereof without the participant's consent. No
amendment of the Plan shall, without approval of the stockholders of the
Company, (i) increase the total number of shares which may be issued under the
Plan, (ii) increase the maximum number of shares with respect to Stock Options
that may be granted to any individual under the Plan, (iii) modify the
requirements as to eligibility for Awards under the Plan, or (iv) disqualify any
Incentive Stock Options granted hereunder.
17. GOVERNING LAW.
This Plan, Awards granted hereunder and actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).
18. EFFECTIVE DATE.
(a) The Plan shall be effective as of the date on which the Plan
is adopted by the Board (the "Effective Date"); provided, however, that the Plan
is approved by the stockholders of the Company at an annual meeting or any
special meeting of stockholders of the Company within 12 months before or after
the Effective Date, and such approval of stockholders shall be a condition to
the right of each participant to receive Awards hereunder. The Committee shall
not grant any Awards under the Plan until the date the stockholders approve the
Plan.
(b) This Plan shall terminate on the tenth anniversary of the
Effective Date (unless sooner terminated by the Board).
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
WEINER'S STORES, INC.
AUGUST 5, 1999
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
PLEASE MARK YOUR
A |X| VOTES AS IN THIS
EXAMPLE.
FOR AGAINST ABSTAIN
(1) PROPOSAL
NO. 1 To vote
on approval [ ] [ ] [ ]
of the
Company's
1999 Stock
Incentive
Plan.
SIGNATURE___________________ DATE______, 1999 ___________DATE_______, 1999
SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears on the certificates representing
shares to be voted by this proxy, as shown 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 officer. If a
partnership, please sign in partnership name by authorized person(s).
<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, and any one of them, 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. held of record
by the undersigned on June 25, 1999, at the Special Meeting of Stockholders to
be held on August 5, 1999 or any adjournments or postponements thereof.
(TO BE SIGNED ON REVERSE SIDE)
