<PAGE> 1
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
/ / Preliminary Information Statement / / Confidential, For Use of the
Commission Only (As permitted
/X/ Definitive Information Statement by Rule 14c-5(d)2)
BOBBIE BROOKS, INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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> 2
B O B B I E B R O O K S, I N C O R P O R A T E D
3830 Kelley Avenue
Cleveland, Ohio 44114
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Bobbie Brooks, Incorporated (the "Company") will be held
at the Ramada Inn, I-295 and Route 13 North, New Castle, Delaware 19720
on June 29, 1995, at 11:30 A.M. Eastern Time to consider and act upon
the following:
1. Election of a Board of Directors to serve until the next
Annual Meeting of Stockholders or until their successors are duly
elected and qualified.
2. Such other matters as may properly come before the
Meeting.
Stockholders of record of the Company's Common Stock at the close of
business on May 17, 1995, the record date fixed by the Board of
Directors, are entitled to notice of and to vote at the Meeting or at any
adjournment thereof.
By Order of the Board of Directors
Stephen R. Kalette
Secretary
Cleveland, Ohio
May 22, 1995
SEE INFORMATION STATEMENT ENCLOSED
<PAGE> 3
B O B B I E B R O O K S, I N C O R P O R A T E D
3830 Kelley Avenue
Cleveland, Ohio 44114
INFORMATION STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 29, 1995
May 22, 1995
Matters to be Considered at the Meeting
This Information Statement is furnished by Bobbie Brooks, Incorporated,
a Delaware corporation (the "Company"), for the Annual Meeting of Stockholders
to be held June 29, 1995, and at all adjournments thereof (the "Meeting"), for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Company's Annual Report for the year ended December 31, 1994
is being mailed together with this Information Statement on or about May 22,
1995. Stockholders of record as of the close of business on May 17, 1995 (the
"Record Date") are entitled to notice of and to vote at the Meeting.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is as set forth in the attached
Notice of Annual Meeting of Stockholders.
Voting
Holders of record at the close of business on the Record Date of the
Company's issued and outstanding Common Stock, par value $.001 per share
("Common Stock"), will be entitled to one vote for each share held. As of the
record date, the Company had 4,932,400 shares of Common Stock outstanding.
A stockholder who has indicated his intention to vote for the three
nominees for the Board of Directors named herein beneficially owns shares
entitled to over 90% of all possible votes in such election, thereby assuring
election of the three nominees.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
1
<PAGE> 4
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of the record date (a) the number of
shares of the Company's Common Stock owned, directly or indirectly, by each
Director of the Company and by all Directors and officers as a group, and (b)
the number of shares of the Company's Common Stock held by each person who was
known by the Company to beneficially own more than 5% of the Company's Common
Stock:
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name of Holder (1) of Beneficial Ownership(2) Outstanding Shares
<S> <C> <C>
Robert H. Kanner 4,480,086 (3) 90.1
Stephen R. Kalette 1,000 (3) Less than 1%
Stanley R. Browne -- (3) --
William A. Dillingham(4) 500 Less than 1%
Leo L. Matthews(5) -- --
Harold L. Inlow 9,000 Less than 1%
All Directors and executive
officers as a group
(6 in number) 4,481,086 (3) 90.1
<FN>
(1) Addresses are 3830 Kelley Avenue, Cleveland, Ohio 44114 for all named
persons.
(2) Each owner has sole voting and investment power with respect to the
shares beneficially owned by him unless otherwise stated.
(3) Pubco Corporation ("Pubco") owns 4,466,640 shares of Common Stock of
record. Mr. Browne, Mr. Kanner and Mr. Kalette are Directors and Mr.
Kanner and Mr. Kalette are executive officers of Pubco and by such
positions may be deemed to affect control of the Company. Mr. Kanner
is Pubco's largest stockholder and is entitled to exercise
approximately 85% of the voting power of all Pubco common shares. As
a consequence, Mr. Kanner may be deemed to have shared voting power
with Pubco over 4,466,640 shares of Common Stock of the Company. In
addition, the number shown in the above table includes 13,446 shares
owned by Mr. Kanner as custodian for his children and as to which
shares he disclaims beneficial ownership.
(4) Mr. Dillingham owns 1000 shares (less than 1%) of the Common Stock of
the Company's 40% owned Aspen Imaging subsidiary.
(5) Mr. Matthews owns approximately 3.6% of the Common Stock of the
Company's 85% owned Allied Construction Products subsidiary.
</TABLE>
ELECTION OF DIRECTORS
Three Directors are to be elected for the ensuing year to hold office
until the next Annual Meeting of Stockholders and until their successors
are elected and shall qualify. All nominees were elected to the Board of
Directors at the 1994 Annual Meeting of Stockholders. At the election of
Directors, a plurality of the votes cast shall be sufficient to elect.
2
<PAGE> 5
Information Concerning Nominees
<TABLE>
<CAPTION>
Name, Age and Position Principal Occupation
with the Company During Last Five Years
<S> <C>
Stanley R. Browne Independent business consultant since April, 1985;
71, Director since for more than five years prior to that date,
1987 Washington (DC) Counsel, Legal Department, of E. I.
duPont de Nemours & Company, Inc., Wilmington,
Delaware; Director of Pubco since 1979.
Stephen R. Kalette Executive officer of the Company since October,
45, Director since 1985; Director and executive officer of Pubco since
1985, Vice President, December, 1993, currently serving as its Vice
Administration, President, Administration, General Counsel and
General Counsel, Secretary. Also a Director of Aspen Imaging
Secretary International, Inc. ("Aspen"), a manufacturer of
ribbons, toner and other supplies for computer
printing devices, 41% of the capital stock of which
is owned by the Company.
Robert H. Kanner Executive officer of the Company since October,
47, Director since 1985; Director and executive officer of Pubco
1985, Chairman, since December, 1983, currently serving as its
President & CEO, Chairman, President & CEO, and Chief Financial
Chief Financial Officer. Also a Director of Aspen, Riser Foods,
Officer Inc., a grocery wholesaler and retailer, and
CleveTrust Realty Investors, which invests in real
estate.
</TABLE>
Board of Directors
The Board of Directors establishes broad corporate policies which are
carried out by the officers of the Company who are responsible for day-to-day
operations. In 1994, the Board held two meetings and took action by unanimous
written consent on three other occasions. No Director was absent during the
year from any of the meetings of the Board of Directors or of any of the
committees of the Board on which he served.
Committees of the Board of Directors
The Company has a standing Audit Committee.
The Audit Committee, which met once in 1994, consists of the Director
not otherwise employed by the Company. The Audit Committee (i) reviews the
internal controls of the Company and its financial reporting; (ii) meets with
the Treasurer and such other officers as it, from time to time, deems
necessary; (iii) meets with the Company's independent public accountants and
reviews the scope and results of auditing procedures, the degree of such
auditors' independence, audit and non-audit fees charged by such accountants,
and the adequacy of the Company's internal accounting controls; and (iv)
recommends to the Board the appointment of the independent accountants.
3
<PAGE> 6
Compensation of Directors
The Company pays its outside Directors an annual fee of $15,000, payable
monthly. The Company also reimburses its Directors for any expense reasonably
incurred while performing services for the Company. Directors who are
employees of the Company or otherwise receive compensation from the Company do
not receive any fee for acting as Directors of the Company.
Other Executive Officers
William A. Dillingham, age 52, has been President of Buckeye for more
than the past five years.
Leo L. Matthews, age 55, has been President of the Company's Allied
Construction Products subsidiary since it was acquired in March, 1993.
Between 1987 and 1993, Mr. Matthews provided consulting services in strategic
planning, marketing, management and finance.
Harold L. Inlow, age 61, had been the President and Chief Operating
Officer of the Company's former retail subsidiary until its closure in 1994.
Certain Transactions
On January 1, 1994, Pubco transferred to the Company the business of
Buckeye Business Products, Inc. ("Buckeye"), which manufactures and nationally
markets, primarily to end users, computer data processing supplies, including
computer ribbons, laser toner, ink jet cartridges, magnetic media and computer
paper, using an in-house telemarketing staff, in exchange for 194,600 shares
of newly-created Preferred Stock of the Company with a face value of $100 per
share. Immediately prior thereto, Buckeye had been merged into a subsidiary
of Pubco and Mr. Kanner, Buckeye's sole stockholder, had received 1,820,724
newly issued shares of Pubco Common Stock and 70,000 shares of new-created
Pubco Preferred Stock with a face value of $100 per share in such merger.
Buckeye is also the owner of approximately 41% of the capital stock of
Aspen.
The Company leases 306,650 square feet of a general purpose 312,000
square foot building in Cleveland, Ohio (the "Building") on a triple net basis.
The premises are used for executive and administrative facilities, Buckeye's
manufacturing and administrative operations and Allied's manufacturing and
administrative operations. The Company subleases a portion of the building to
an unrelated party. The annual rental for the Building is approximately
$537,700. The Partnership that owns the Building is 80% owned and controlled
by Mr. Kanner. Mr. Dillingham, Mr. Kalette and five other individuals have a
minority interest in the Partnership.
At December 31, 1994, the Company owed Mr. Kanner $1,910,000, with
interest at 2% above the base lending rate charged by the Company's lending
bank, as the result of loans made by Mr. Kanner to Buckeye during 1993. This
loan was repaid in April, 1995.
Pubco owed the Company $1,167,000 at December 31, 1994 and $1,408,000 at
April 1, 1995, primarily on account of Pubco's share of management services
provided by the Company. Unpaid amounts currently bear interest at a rate
equal to the base lending rate charged by the Company's lending bank.
4
<PAGE> 7
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table discloses compensation paid or accrued, during each
of the Company's last three fiscal years, to the Company's Chief Executive
Officer and to its other executive officers.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Annual Restricted LTIP All Other
Principal Bonus Compensation Stock Options Payouts Compensation
Position Year Salary($) ($) ($) Awards ($) SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. Kanner(1)
Chairman, CEO, 1994 $425,000 --- $56,145(2) --- --- --- $190,420(3,4)
President & 1993 425,000 --- 49,987 --- --- --- 92,108
CFO 1992 425,000 --- 42,666 --- --- --- 94,924
Stephen R. Kalette
VP-Admin., 1994 $270,000 --- $22,958(5) --- --- --- $ 35,640(4)
General Counsel 1993 270,000 --- 23,761 --- --- --- 35,492
& Secretary 1992 270,000 --- 23,634 --- --- --- 36,120
William A. Dillingham(6)
President of 1994 $450,000 --- $ 6,005(6) --- --- --- $ 30,000(7)
Buckeye Division 1993 $450,000 --- 6,504 --- --- --- 30,000
1992 $450,000 --- 8,606 --- --- --- 30,000
Leo L. Matthews(8)
President of 1994 $120,000 $ 22,000 $ 6,314(9) --- --- --- $ 3,600(10)
Allied 1993 $100,000 $ 20,000 912 --- --- ---
Harold L. Inlow(11)
President & COO 1994 $225,000 $123,333 $24,208(12) --- --- --- ---
of Retail 1993 225,000 120,140 26,624 --- --- --- ---
Subsidiary 1992 225,000 39,966 28,901 --- --- --- ---
<FN>
(1) Mr. Kanner deferred his entire Salary for each of the years
reported under the terms of deferred compensation plans established for his
benefit. The amounts reported for each year are the amounts deferred for that
year. As compensation is earned by Mr. Kanner, it is paid by the Company to
deferred compensation trusts. These amounts will be distributed to Mr. Kanner
by the trusts in accordance with the terms of the deferred compensation plans.
The assets and corresponding liabilities of the trusts are not carried on the
Company's balance sheet.
(2) Of the amount shown in the table, $50,870 in 1994, $45,870 in
1993 and $38,569 in 1992 represents the premiums on life insurance paid for by
the Company on Mr. Kanner's life, and for which the Company is not a
beneficiary; and $5,275 in 1994, $4,117 in 1993 and $4,097 in 1993 represents
the cost of providing Mr. Kanner with use of an automobile during the year.
(3) Of the amount reflected, $132,100 in 1994, $34,100 in 1993 and
$38,600 in 1992 represents an advance by the Company in 1994 toward the payment
of the premium on life insurance on Mr. Kanner's life and for which the Company
is not the beneficiary. The advance will be repaid to the Company out of the
death proceeds
</TABLE>
5
<PAGE> 8
from such policy.
(4) In 1988, the Company adopted a non-qualified plan to provide
retirement benefits for executive officers and other key employees. The plan
provides benefits upon retirement, death or disability of the participant and
benefits are subject to a restrictive vesting schedule. $58,008 in 1994,
$58,320 in 1993 and $57,624 in 1992 of the amounts shown in the table for Mr.
Kanner and all of the amount shown in the table for Mr. Kalette are amounts
contributed to such plan for the benefit of such executive officers with
respect to the years noted. Vesting of benefits under the plan is phased in
over 20 years and only a portion of the amount contributed for each year has
fully vested.
6
<PAGE> 9
(5) Of the amount shown in the table, $19,076 in 1994, $19,649 in
1993 and $19,207 in 1992 represents the premiums on life insurance paid for by
the Company on Mr. Kalette's life, and for which the Company is not a
beneficiary; and $3,883 in 1994, $2,808 in 1993 and $3,311 in 1992 represents
the cost of providing Mr. Kalette with use of an automobile during the year.
(6) All amounts shown as paid to or for Mr. Dillingham were paid by
Buckeye. Of the amount shown in the table, $2,955 in 1994, $2,695 in 1993 and
$2,465 in 1992 represents the premiums on life insurance paid for by the
Company on Mr. Dillingham's life, and for which the Company is not a
beneficiary; and $3,150 in 1994, $3,809 in 1993 and $6,141 in 1992 represents
the cost of providing Mr. Dillingham with use of an automobile during the
year.
(7) In 1988, Buckeye adopted a non-qualified plan to provide
retirement benefits for executive officers and other key employees. The plan
provides benefits upon retirement, death or disability of the participant and
benefits are subject to a restrictive vesting schedule. All of the amount
shown in the table for Mr. Dillingham are amounts contributed to such plan for
the benefit of such executive officer with respect to the years noted. Vesting
of benefits under the plan is phased in over 20 years and only a portion of the
amount contributed for each year has fully vested.
(8) All amounts shown as paid to or for Mr. Matthews were paid by
Allied. Mr. Matthews has an employment agreement with Allied providing for a
minimum $120,000 per year base salary; a share of Allied's earnings in excess
of its operating plan earnings, if any, and discretionary bonuses (as were paid
in 1993 and 1994).
(9) Of the amount shown in the table, $1,710 in 1994 and $912 in
1993 represents the premiums on life insurance paid for by the Company on Mr.
Matthew's life, and for which the Company is not a beneficiary; and $4,604 in
1994 represents the cost of providing Mr. Matthews with use of an automobile
during that year.
(10) In 1993, Allied adopted a 401-K plan to provide retirement
benefits for Allied's employees, including officers. Participating employees
make voluntary contributions to the Plan, a portion of which Allied matches.
All of the amount shown in the table for Mr. Matthews was contributed by the
Company to such plan. Vesting of benefits under the plan is phased in over
three years.
(11) All amounts shown as paid to or for Mr. Inlow were paid by the
retail subsidiary. Mr. Inlow's salary and bonus compensation were paid
pursuant to the terms of an employment agreement between Mr. Inlow and the
Company's retail subsidiary. Following the December, 1994 closing of the
retail subsidiary, Mr. Inlow is entitled to a 3-year salary continuation.
(12) Of the amount shown in the table, $12,290 in 1994, $10,833 in
1993 and $9,006 in 1992 represents the premiums on life insurance paid for by
the Company on Mr. Inlow's life, and for which the Company is not a
beneficiary; $5,434 in 1994, $3,873 in 1993 and $7,977 in 1992 represents the
cost of providing Mr. Inlow with use of an automobile during the year; and
$11,918 in each year represents deferred compensation.
Unless covered by an employment agreement with the Company, officers serve for
one year terms or until their respective successors are duly elected and
qualified.
7
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation. Mr. Kanner and Mr. Kalette are executive officers
of the Company.
The Statement of the Board of Directors Regarding Executive
Compensation and the Stock Performance Charts which follow shall not be
deemed incorporated by reference by any general statement incorporating
by reference this Information Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934,
except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under
such Acts.
STATEMENT OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
The compensation of the Company's executive officers is not, as a
matter of course, directly determined by Company performance through
objective criteria; although Mr. Inlow's bonus was calculated using a
formula related to profitability of the retail subsidiary he headed, and
Mr. Matthews' employment arrangement includes participation in a bonus
pool related to the performance of Allied and Mr. Matthews' compensation
may include discretionary bonuses as in 1993 and 1994.
Several years ago the Board set Mr. Kanner's and Mr. Kalette's
compensation at levels it determined were appropriate based upon the
nature of their respective responsibilities and their willingness to work
for the Company at such compensation levels. The Board did not formally
review Mr. Kanner's or Mr. Kalette's compensation for 1994 and their
compensation is expected to remain the same until further review by each
of them and the other Directors. Future adjustment to Mr. Kanner's and
Mr. Kalette's compensation, if any, would be based upon a change in their
respective levels of responsibilities and the size and scope of the
Company's operations.
Robert H. Kanner
Stephen R. Kalette
Stanley R. Browne
8
<PAGE> 11
STOCK PERFORMANCE CHART
The following chart is a comparison of the Cumulative Total Return on
the Company's Common Stock over the five year period ending December 31, 1994,
with the Cumulative Total Return on the Center for Research in Security Prices
("CRSP") Index for Nasdaq Stock Market (US Companies) and a self-determined
peer group.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
BOBBIE BROOKS INC
" Date " " Company" " Market" " Market" " Peer" "Peer "
" " " Index " " Index " " Count " " Index" "Count"
<S> <C> <C> <C> <C> <C>
"12/29/89", 100.000, 100.000, 4161, 100.000, 7
"01/31/90", 102.041, 91.346, 4143, 95.464, 7
"02/28/90", 95.918, 93.862, 4122, 98.427, 7
"03/30/90", 69.388, 96.576, 4129, 101.161, 7
"04/30/90", 53.061, 93.412, 4121, 92.658, 7
"05/31/90", 48.980, 102.214, 4111, 98.257, 7
"06/29/90", 52.041, 102.968, 4087, 97.109, 7
"07/31/90", 52.041, 97.799, 4083, 92.060, 7
"08/31/90", 49.796, 85.462, 4076, 77.507, 7
"09/28/90", 39.184, 77.365, 4049, 73.829, 7
"10/31/90", 38.776, 74.323, 4023, 65.728, 7
"11/30/90", 33.878, 81.404, 3992, 68.430, 7
"12/31/90", 35.918, 84.917, 3975, 71.881, 7
"01/31/91", 33.469, 94.316, 3943, 79.498, 7
"02/28/91", 35.918, 103.391, 3928, 89.435, 7
"03/28/91", 34.286, 110.295, 3915, 88.290, 7
"04/30/91", 31.837, 111.009, 3877, 86.079, 7
"05/31/91", 27.755, 116.091, 3877, 95.030, 7
"06/28/91", 27.755, 109.032, 3900, 91.591, 7
"07/31/91", 22.857, 115.473, 3899, 93.025, 7
"08/30/91", 11.429, 121.201, 3913, 90.249, 7
"09/30/91", 12.245, 121.645, 3917, 90.173, 7
"10/31/91", 13.061, 125.679, 3930, 91.018, 7
"11/29/91", 12.245, 121.469, 3942, 82.147, 7
"12/31/91", 9.388, 136.275, 3950, 92.677, 7
"01/31/92", 8.980, 144.277, 3960, 97.429, 7
"02/28/92", 9.796, 147.549, 3964, 104.189, 7
"03/31/92", 9.796, 140.593, 3976, 104.035, 7
"04/30/92", 9.388, 134.575, 3975, 100.055, 7
"05/29/92", 9.388, 136.337, 3963, 98.621, 7
"06/30/92", 8.980, 130.930, 3941, 88.839, 7
"07/31/92", 7.347, 135.560, 3905, 91.077, 7
"08/31/92", 8.163, 131.411, 3885, 87.358, 7
"09/30/92", 6.531, 136.283, 3883, 89.290, 7
"10/30/92", 8.163, 141.658, 3895, 88.298, 7
"11/30/92", 6.531, 152.923, 3911, 92.608, 7
"12/31/92", 4.898, 158.574, 3935, 95.439, 7
"01/29/93", 6.531, 163.092, 3923, 97.819, 7
"02/26/93", 6.531, 156.984, 3954, 101.345, 7
"03/31/93", 7.143, 161.551, 3977, 100.179, 7
"04/30/93", 7.143, 154.652, 4011, 99.635, 7
"05/28/93", 7.143, 163.862, 4039, 102.081, 7
"06/30/93", 7.143, 164.631, 4076, 100.915, 7
"07/30/93", 6.122, 164.847, 4108, 103.714, 7
"08/31/93", 8.163, 173.368, 4143, 111.504, 7
"09/30/93", 7.347, 178.482, 4179, 111.708, 7
"10/29/93", 8.571, 181.434, 4227, 114.579, 7
"11/30/93", 11.224, 176.018, 4310, 112.725, 7
"12/31/93", 9.796, 180.923, 4382, 117.320, 7
"01/31/94", 11.429, 186.409, 4406, 116.475, 7
"02/28/94", 11.429, 184.712, 4444, 113.618, 7
"03/31/94", 11.429, 173.343, 4497, 107.960, 7
"04/29/94", 11.429, 171.102, 4526, 104.386, 7
"05/31/94", 11.429, 171.536, 4565, 105.751, 7
"06/30/94", 11.429, 165.292, 4578, 102.913, 7
"07/29/94", 11.020, 168.690, 4595, 106.582, 7
"08/31/94", 10.204, 179.427, 4613, 113.219, 7
"09/30/94", 10.204, 178.969, 4614, 105.302, 7
"10/31/94", 8.980, 182.425, 4635, 105.183, 7
"11/30/94", 8.571, 176.356, 4651, 98.427, 7
"12/30/94", 8.980, 176.907, 4655, 101.884, 7
LEGEND
12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
100.0 35.9 9.4 4.9 9.8 9.0
100.0 84.9 136.3 158.6 180.9 176.9
100.0 71.9 92.7 95.4 117.3 101.9
Companies in the Self-Determined Peer Group
AMERICAN BUSINESS PRODS GA INGERSOLL RAND CO
MOORE CORP LTD NASHUA CORP
STANLEY WORKS TELEDYNE INC
WALLACE COMPUTER SERVICES INC
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/29/89.
</TABLE>
9
<PAGE> 12
STOCK PERFORMANCE CHART
The following chart is a comparison of the Cumulative Total Return on
the Company's Common Stock over the five year period ending December 31, 1994,
with the Cumulative Total Return on the CRSP Total Returns Index for Nasdaq
Stock Market (US Companies) and a self-determined peer group. This chart is
provided with the comparative indexes used by the Company in last year's
information statement; these indexes will not be shown in future years because
the peer group on the preceeding page is closer to the Company's current
business mix.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
BOBBIE BROOKS INC
<S> <C> <C> <C> <C> <C>
" Date " " Company" " Market" " Market" " Peer" "Peer "
" " " Index " " Index " " Count " " Index" "Count"
"12/29/89", 100.000, 100.000, 4161, 100.000, 5
"01/31/90", 102.041, 91.346, 4143, 98.085, 5
"02/28/90", 95.918, 93.862, 4122, 99.814, 5
"03/30/90", 69.388, 96.576, 4129, 102.762, 5
"04/30/90", 53.061, 93.412, 4121, 91.417, 5
"05/31/90", 48.980, 102.214, 4111, 97.851, 5
"06/29/90", 52.041, 102.968, 4087, 94.200, 5
"07/31/90", 52.041, 97.799, 4083, 88.797, 5
"08/31/90", 49.796, 85.462, 4076, 73.973, 5
"09/28/90", 39.184, 77.365, 4049, 70.732, 5
"10/31/90", 38.776, 74.323, 4023, 57.840, 5
"11/30/90", 33.878, 81.404, 3992, 62.605, 5
"12/31/90", 35.918, 84.917, 3975, 66.359, 5
"01/31/91", 33.469, 94.316, 3943, 77.770, 5
"02/28/91", 35.918, 103.391, 3928, 89.941, 5
"03/28/91", 34.286, 110.295, 3915, 86.686, 5
"04/30/91", 31.837, 111.009, 3877, 83.049, 5
"05/31/91", 27.755, 116.091, 3877, 91.580, 5
"06/28/91", 27.755, 109.032, 3900, 89.926, 5
"07/31/91", 22.857, 115.473, 3899, 93.809, 5
"08/30/91", 11.429, 121.201, 3913, 90.801, 5
"09/30/91", 12.245, 121.645, 3917, 91.741, 6
"10/31/91", 13.061, 125.679, 3930, 91.677, 6
"11/29/91", 12.245, 121.469, 3942, 86.465, 6
"12/31/91", 9.388, 136.275, 3950, 97.022, 6
"01/31/92", 8.980, 144.277, 3960, 107.294, 6
"02/28/92", 9.796, 147.549, 3964, 113.381, 6
"03/31/92", 9.796, 140.593, 3976, 115.720, 6
"04/30/92", 9.388, 134.575, 3975, 107.675, 7
"05/29/92", 9.388, 136.337, 3963, 105.075, 7
"06/30/92", 8.980, 130.930, 3941, 96.579, 7
"07/31/92", 7.347, 135.560, 3905, 98.597, 7
"08/31/92", 8.163, 131.411, 3885, 94.003, 7
"09/30/92", 6.531, 136.283, 3883, 100.666, 7
"10/30/92", 8.163, 141.658, 3895, 100.356, 7
"11/30/92", 6.531, 152.923, 3911, 107.462, 7
"12/31/92", 4.898, 158.574, 3935, 107.654, 7
"01/29/93", 6.531, 163.092, 3923, 112.777, 7
"02/26/93", 6.531, 156.984, 3954, 117.130, 7
"03/31/93", 7.143, 161.551, 3977, 115.805, 7
"04/30/93", 7.143, 154.652, 4011, 116.116, 7
"05/28/93", 7.143, 163.862, 4039, 118.197, 7
"06/30/93", 7.143, 164.631, 4076, 116.106, 7
"07/30/93", 6.122, 164.847, 4108, 117.597, 7
"08/31/93", 8.163, 173.368, 4143, 127.278, 7
"09/30/93", 7.347, 178.482, 4179, 130.736, 7
"10/29/93", 8.571, 181.434, 4227, 129.406, 7
"11/30/93", 11.224, 176.018, 4310, 127.927, 7
"12/31/93", 9.796, 180.923, 4382, 131.458, 7
"01/31/94", 11.429, 186.409, 4406, 127.690, 7
"02/28/94", 11.429, 184.712, 4444, 124.927, 7
"03/31/94", 11.429, 173.343, 4497, 117.780, 7
"04/29/94", 11.429, 171.102, 4526, 112.612, 7
"05/31/94", 11.429, 171.536, 4565, 113.617, 7
"06/30/94", 11.429, 165.292, 4578, 113.230, 7
"07/29/94", 11.020, 168.690, 4595, 116.993, 7
"08/31/94", 10.204, 179.427, 4613, 123.454, 7
"09/30/94", 10.204, 178.969, 4614, 116.040, 7
"10/31/94", 8.980, 182.425, 4635, 116.427, 7
"11/30/94", 8.571, 176.356, 4651, 109.062, 7
"12/30/94", 8.980, 176.907, 4655, 109.988, 7
LEGEND
12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
100.0 35.9 9.4 4.9 9.8 9.0
100.0 84.9 136.3 158.6 180.9 176.9
100.0 66.4 97.0 107.7 131.5 110.0
Companies in the Self-Determined Peer Group
BON TON STORES INC INGERSOL RAND CO
PROFFITTS INC STANLEY WORKS
STRAWBRIDGE AND CLOTHIER TELEDYNE INC
YOUNKERS INC
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/29/89.
</TABLE>
10
<PAGE> 13
INDEPENDENT AUDITORS
Ernst & Young LLP was the Company's independent auditor for the
fiscal year 1994. The Company has been advised by Ernst & Young that
neither the firm nor any of its associates has any relationship with the
Company or any affiliate of the Company other than the usual relationship
that exists between independent auditor and client. A representative of
that firm might be present at the Meeting, will have an opportunity to
make a statement if he desires to do so, and will be available to respond
to appropriate questions from stockholders.
By Order of the Board of Directors
Stephen R. Kalette
Secretary
FORM 10-K REPORT
IN ADDITION TO ITS ANNUAL REPORT TO STOCKHOLDERS, THE COMPANY FILES
AN ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K. STOCKHOLDERS MAY OBTAIN A COPY WITHOUT EXHIBITS WITHOUT CHARGE
BY WRITING TO THE COMPANY, ATTENTION: STEPHEN R. KALETTE, SECRETARY,
BOBBIE BROOKS, INCORPORATED, 3830 KELLEY AVENUE, CLEVELAND, OHIO 44114.
COPIES OF EXHIBITS MAY BE OBTAINED AT $0.25 PER PAGE TO COVER THE
COMPANY'S COSTS IN FURNISHING SUCH COPIES.
11
