<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Concord Fabrics 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>
<PAGE>
CONCORD FABRICS INC.
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Meeting") to be held on Tuesday, January 14, 1997, at 10:00 A.M., in Room
C, Eleventh Floor, Chase Manhattan Bank, 270 Park Avenue, New York, New York,
for the following purposes:
1. To elect seven directors to serve until the next Annual Meeting
and until their successors are elected.
2. To vote on the ratification of the selection by the Board of
Directors of Arthur Andersen L.L.P. as independent certified
public accountants of the Company for the fiscal year ending
August 31, 1997.
3. To vote on the approval of certain amendments to the Concord
Fabrics Inc. Incentive Plan.
4. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Only stockholders of record at the close of business on December 12,
1996 are entitled to receive notice of and to vote at the meeting.
Please sign, date and mail the enclosed proxy in the enclosed envelope,
which requires no postage if mailed in the United States. A list of stockholders
entitled to vote at the Meeting will be open to examination by stockholders
during ordinary business hours for a period of ten (10) days prior to the
Meeting at the offices of the Company, 1359 Broadway, New York, New York 10018.
By order of the Board of Directors
JOAN WEINSTEIN
Secretary
New York, New York
December 20, 1996
<PAGE>
<PAGE>
CONCORD FABRICS INC.
1359 BROADWAY
NEW YORK, NEW YORK 10018
PROXY STATEMENT
GENERAL
The Annual Meeting of Stockholders of Concord Fabrics Inc., a Delaware
corporation (the "Company"), will be held on January 14, 1997, for the purposes
set forth in the foregoing notice. The accompanying form of proxy for use at the
meeting and at any adjournments thereof is solicited by the Board of Directors
and may be revoked at any time prior to its exercise by written notice to the
Secretary of the Company. Proxies in the accompanying form, which are properly
executed by stockholders and duly returned and not revoked, will be voted in the
manner specified in the proxy; if no specification is made, the proxies will be
voted: (a) with respect to directors, in favor of the nominees indicated below
unless authority to vote with respect to any or all nominees is withheld; (b)
with respect to the ratification of the selection of Arthur Andersen L.L.P. as
the Company's independent certified public accountants, in favor of ratification
of the selection; (c) with respect to the proposed amendments to the Concord
Fabrics Inc. Incentive Plan (the "Incentive Plan" or the "Plan"), in favor of
approval of such amendments and (d) with respect to such other business as may
properly come before the meeting, and any adjournments thereof, in the best
judgment of the persons acting under such proxies. This Proxy Statement and the
accompanying form of proxy are being mailed to stockholders on or about December
20, 1996.
As of the close of business on December 12, 1996, the record date for
determining the holders of Class A and Class B Common Stock of the Company (the
"Common Stock") entitled to vote at the meeting, the Company had issued and
outstanding (i) 2,146,956 shares of Class A Common Stock, each share being
entitled to one vote for all seven nominees for director of the Company and one
vote on each other matter presented to the meeting; and (ii) 1,509,401 shares of
Class B Common Stock, each share being entitled to ten votes for five of the
seven nominees for director of the Company and ten votes on each other matter
presented to the meeting.
As required under Section 231 of the Delaware General Corporation Law
(the "DGCL"), the Company will, in advance of the meeting, appoint one or more
Inspectors of Election to conduct the vote at the meeting. The Company may
designate one or more persons as alternate Inspectors of Election to replace any
Inspector of Election who fails to act. If no Inspector or alternate Inspector
is able to act at the meeting, the person presiding at the meeting will appoint
one or more Inspectors of Election. Each Inspector of Election before entering
the discharge of his duties shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality. The Inspectors of Election
will (i) ascertain the number of shares of Common
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<PAGE>
Stock outstanding as of the record date, (ii) determine the number of shares of
Common Stock present in person or represented by proxy at the meeting and the
validity of the proxies and ballots, (iii) count all votes and ballots, and (iv)
certify the determination of the number of shares of Common Stock present in
person or represented by proxy at the meeting and the count of all votes and
ballots.
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the meeting. Under Section
216 of the DGCL, any stockholder who abstains from voting on any particular
matter described herein will be counted for purposes of determining a quorum.
Shares of Common Stock represented by proxies which are marked "withhold
authority" with respect to the election of one or more nominees for director and
abstentions with respect to the other proposals have the same effect as if the
shares represented thereby were voted against such nominee or nominees and
against such other matters, respectively. Shares not voted on one or more but
less than all such matters on proxies returned by brokers will be treated as not
represented at the Meeting as to such matter or matters. For purposes of voting
on the matters described herein, the affirmative vote of (i) a majority of the
shares of Class A Common Stock present or represented at the meeting is required
to elect two directors, (ii) a majority of the shares of Class A Common Stock
and Class B Common Stock present or represented at the meeting and voting
together as a group is required to elect five directors, (iii) a majority of the
shares of Class A Common Stock and Class B Common Stock present or represented
at the meeting and voting together as a group is required to ratify the
selection by the Board of Directors of Arthur Andersen L.L.P. as independent
certified public accountants of the Company for the fiscal year ending August
31, 1997 and (iv) a majority of the shares of Class A Common Stock and Class B
Common Stock present or represented at the Meeting and voting together as a
single class is required to approve the proposed amendments to the Incentive
Plan.
No compensation will be paid by the Company to any person in connection
with the solicitation of proxies. Brokers, banks and other nominees will be
reimbursed for out-of-pocket and other reasonable clerical expenses incurred in
obtaining instructions from beneficial owners of the Company's stock. In
addition to the solicitation by mail, solicitation of proxies may, in certain
instances, be made personally or by telephone by directors, officers and
employees of the Company. It is expected that the expense of such special
solicitation will be nominal. All expenses incurred in connection with this
solicitation will be borne by the Company.
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of December 12, 1996, with
respect to the beneficial ownership of Common Stock by (i) each person known to
the Company to be the beneficial owner of more than 5% of its outstanding shares
of Class A Common Stock or Class B Common Stock (and such person's address),
each director of the Company and each nominee for director, (ii) each of the
executive officers named in the Summary Compensation Table under
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<PAGE>
<PAGE>
"Executive Compensation," and (iii) by all directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
======================================================================================================
TITLE Name and Address of Number Percent
OF CLASS Beneficial Owner of Shares of Class
- --------- -------------------- ---------- ---------
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Alvin Weinstein*............................................ 859,410(1) 40.03%
FMR Corp.................................................... 226,300(2) 10.54%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc............................... 138,300(3) 6.44%
1299 Ocean Avenue, 11th floor
Santa Monica, CA 90400
David Weinstein............................................. 104,463(4) 4.68%
Earl Kramer................................................. 94,200(5) 4.29%
Martin Wolfson.............................................. 6,250(6) (7)
Fred Heller................................................. 4,500(8) (7)
Richard Solar............................................... 2,500(8) (7)
Mark Neugeboren............................................. 2,000 (7)
All directors and officers as a group (11 persons)(10)...... 1,073,323 48.17%
Class B Alvin Weinstein*............................................ 902,460(9) 59.79%
Dimensional Fund Advisors Inc............................... 105,300(3) 6.98%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90400
David Weinstein............................................. 70,113 4.65%
Earl Kramer................................................. 200 (7)
All directors and officers as a group (11 persons)(10)...... 972,773 64.45%
======================================================================================================
</TABLE>
*c/o Concord Fabrics Inc., 1359 Broadway, New York, New York 10018.
(1) Includes 60,000 shares of Class A Common Stock owned of record and
beneficially by Joan Weinstein, Mr. Weinstein's wife, who is an officer
of the Company, but does not include 254,115 shares of Class A Common
Stock, or 11.83% of the class, owned of record and beneficially by Mr.
Weinstein's children, none of whom individually have an interest
exceeding 5% of the class. Mr. Weinstein disclaims beneficial ownership
of all of the shares owned by his spouse and children.
(2) Based upon information set forth in the amended Schedule 13G report
filed on February 14, 1996 with the Securities and Exchange Commission
by FMR Corp., as a parent holding company, and Edward C. Johnson 3d, as
a controlling person of FMR Corp. and various affiliates, Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp.
("FMRC"), and Fidelity Low-Priced Stock Fund. FMRC is a registered
investment company.
(3) Based on information provided to the Company by Dimensional Fund
Advisors Inc., a registered investment advisor ("Dimensional"),
Dimensional is deemed to have beneficial ownership of 138,300 shares of
Class A Common Stock and 105,300 shares of Class B Common Stock of the
Company, all of which shares are held in portfolios of DFA
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<PAGE>
<PAGE>
Investment Dimensions Group Inc., a registered open-end investment
company, or in series of The DFA Investment Trust Company, a Delaware
business trust (the "Trust"), or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified employee
benefit plans, for all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
CLASS A COMMON STOCK
--------------------
SOLE VOTING POWER = 75,600 shares *
SHARED VOTING POWER = 0
SOLE DISPOSITIVE POWER = 138,300
SHARED DISPOSITIVE POWER = 0
CLASS B COMMON STOCK
--------------------
SOLE VOTING POWER = 59,600 shares *
SHARED VOTING POWER = 0
SOLE DISPOSITIVE POWER = 105,300
SHARED DISPOSITIVE POWER = 0
* Persons who are officers of Dimensional also serve as officers of DFA
Investment Dimensions Group Inc. (the "Fund") and the Trust, each an
open-end management investment company registered under the Investment
Company Act of 1940. In their capacities as officers of the Fund and the
Trust, these persons vote 45,700 additional shares of Class A Common
Stock and 45,700 additional shares of Class B Common Stock which are
owned by the Fund and 17,000 shares of Class A Common Stock which are
owned by the Trust (both included in Sole Dispositive Power above).
(4) Includes 20,000 shares which Mr. David Weinstein will have the right to
acquire on or within 60 days after December 12, 1996 upon the exercise
of options granted to him under the Incentive Plan.
(5) Includes 25,000 shares which Mr. Kramer has the right to acquire and
25,000 shares which Mr. Kramer will have the right to acquire on or
within 60 days after December 12, 1996 upon the exercise of options
granted to him under the Company's Incentive Plan. Also includes 200
shares held in trust for two of Mr. Kramer's children.
(6) Represents shares which Mr. Wolfson will have the right to acquire on or
within 60 days after December 12, 1996 upon the exercise of options
granted under the Company's Incentive Plan.
(7) Represents less than 1% of the shares of the class outstanding.
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<PAGE>
<PAGE>
(8) Includes with respect to each of the named individuals 2,500 shares
which may be acquired by such person on or within 60 days after December
12, 1996 upon the exercise of director options granted to him under the
Company's 1995 Director Stock Option Plan (the "Director Plan"). The
Director Plan was discontinued by the Board of Directors on December 4,
1996. See "Director Compensation" and "Ratification of Amendments to the
Concord Fabrics Inc. Incentive Plan".
(9) Includes 60,000 shares of Class B Common Stock owned of record and
beneficially by Joan Weinstein, but does not include 211,065 shares of
Class B Common Stock, or 13.98% of the class, owned of record and
beneficially by Mr. Weinstein's children, none of whom individually have
an interest exceeding 5% of the class. Mr. Weinstein disclaims
beneficial ownership of all of these shares owned by his spouse and
children.
(10) Mr. George Gleitman, a director of the Company, does not own of record
or beneficially any shares of Common stock of the Company.
ELECTION OF DIRECTORS
(Purpose 1)
The By-Laws of the Company provide that the number of directors
constituting the Board of Directors shall be determined from time to time by the
Board of Directors. The number of directors is currently set at seven.
Seven directors are to be elected to serve until the next Annual Meeting
of Stockholders and until their respective successors are elected. Two directors
are to be elected by the Class A Common Stock alone, and five directors are to
be elected by the Class A and Class B Common Stock voting together as a group.
Proxies in the accompanying form which do not withhold authority to vote for one
or more nominees for directors will be voted for the election as directors of
the persons whose names are listed in the table below. Authority to vote for any
or all nominees may be withheld in the manner indicated on the proxy. If any of
the nominees should not be candidates for director at the Annual Meeting, the
proxies will be voted in favor of the remainder of those named, and may be voted
for substitute nominees in the place of those who are not candidates. The Board
of Directors has no reason to expect that any of the nominees will fail to be
candidates at the meeting, and therefore does not at this time have in mind any
substitute for any nominee.
Certain information about the seven nominees is set forth below. This
information has been furnished to the Company by the individuals named. All of
the nominees for election at this meeting have been elected previously by the
Company's shareholders as directors of the Company.
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<PAGE>
<PAGE>
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION BY HOLDERS OF CLASS A COMMON STOCK FIRST ELECTED
AND CLASS B COMMON STOCK AGE AS DIRECTOR
------------------------ --- -------------
<S> <C> <C>
Alvin Weinstein...................................................... 71 1958
Chairman of the Board of the Company
David Weinstein...................................................... 34 1996
President of the Company's Concord House Division
Earl Kramer.......................................................... 63 1974
President of the Company
Fred Heller.......................................................... 72 1987
Chairman Emeritus of Genlyte Group, Inc.
Martin Wolfson....................................................... 60 1973
Senior Vice President-Treasurer of the Company
NOMINEES FOR ELECTION BY HOLDERS OF CLASS A COMMON STOCK
- --------------------------------------------------------
Richard Solar........................................................ 57 1994
Senior Vice President of GCIH, Inc.
George Gleitman...................................................... 68 1970
President Emeritus of the Company's Concord House Division
</TABLE>
Mr. Alvin Weinstein has held his position with the Company for more than
seven years. Joan Weinstein, who has served as Secretary of the Company since
October 1981, is the wife of Alvin Weinstein. Mrs. Weinstein has also been the
Company's fashion director for more than seven years. Mr. David Weinstein, who
has been employed by the Company for more than seven years and is currently the
President of the Company's Concord House Division, is the son of Mr. Alvin
Weinstein.
Mr. Kramer joined the Company in June 1972 as President of its Knit
Division, was elected a Vice President in March 1976 and President in 1979. Mr.
Heller, formerly the President and Chairman of the Board of Directors of Genlyte
Group, Inc., presently serves as the Chairman Emeritus of Genlyte. Mr. Heller
also remains a director of Genlyte. Genlyte manufactures commercial and
residential lighting equipment. Mr. Wolfson was Secretary and Treasurer of the
Company from 1973 to October 1981, at which time he was elected Vice President,
Treasurer and Chief Financial Officer. He was elected Senior Vice President in
1995. Mr. Wolfson is a director of Winston Resources, Inc., a staffing industry
company.
-7-
<PAGE>
<PAGE>
Mr. Solar is a Senior Vice President and a director of GCIH Inc., a
manufacturer of apparel for infants and toddlers. He joined GCIH in January
1996. Prior to that time, Mr. Solar served for 10 years as a managing director
of the Investment Banking Division of Bankers Trust Company. Mr. Gleitman was
elected a Vice President of the Company in 1968 and from 1980 through fiscal
1992 was President of the Company's Concord House Division; he is currently
President Emeritus of that Division.
The Board of Directors has no standing nominating committee. On October
25, 1992, the Board of Directors appointed an Audit Committee. The Audit
Committee, which is currently comprised of Messrs. Solar and Heller, met once
during the year. The functions of the Audit Committee are to review the adequacy
of systems and procedures for preparing the financial statements of the Company
as well as the suitability of internal financial controls, and to review and
approve the scope and performance of the independent auditors' work. The
Compensation Committee, which makes recommendations to the Board of Directors
concerning compensation of executive officers and incentives for officers and
key employees under the Company's Incentive Plan, met once during fiscal 1996.
The Board of Directors met eight times during the fiscal year ended September 1,
1996. All of the directors attended at least seven meetings.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company
during the fiscal year ended September 1, 1996 for services, in all capacities,
to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company whose aggregate remuneration
exceeded $100,000.
-8-
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other Annual All Other
Salary* Bonus Compensation Compensation
NAME AND PRINCIPAL POSITION Year $ $ $ $ (2)
- --------------------------- ---- ---- ---- ---------- --------
<S> <C> <C> <C> <C> <C>
Earl Kramer 1996 298,351 69,000 (1) 2,561(3)
President and Director 1995 292,386 - 1,164
1994 261,217 751,041 4,795
Alvin Weinstein 1996 262,250 64,900 (1) 73,764(4)
Chairman of the Board 1995 244,615 - 64,208
1994 170,000 737,841 56,861
Martin Wolfson 1996 196,000 25,000 (1) 1,630
Senior Vice President- 1995 199,558 - 373
Treasurer and Director 1994 176,000 108,000 4,029
David Weinstein 1996 200,000 97,900 (1) 1,630
President of the Concord 1995 152,885 212,500 373
House Division 1994 150,000 321,400 4,029
Mark Neugeboren 1996 115,000 34,700 (1) 1,630
Vice President 1995 117,213 20,000 373
1994 115,000 43,588 4,029
</TABLE>
* 1995 amounts reflect a base compensation for a 53 week fiscal year.
(1) The named executive officer receives certain perquisites, including, in
certain cases, a non-accountable expense allowance; such perquisites,
however, do not exceed the lesser of $50,000 or 10% of such officer's
salary and bonus.
(2) Includes contributions to the Company's Profit Sharing Plan of $1,630
and $4,029 for each of the above named executive officers for the fiscal
years ended September 1, 1996 and August 28, 1994, respectively. Also
includes for each of them for Fiscal 1995 the sum of $373 which
represents amounts previously contributed to the Profit Sharing Plan on
behalf of other employees of the Company and reallocated to Plan
participants upon the forfeiture of such employees' interests in the
Plan.
(3) The Company has paid the premiums on a life insurance policy for the
benefit of Earl Kramer's estate on a split dollar basis. The economic
value of such policy to Mr. Kramer for the year ended September 1, 1996
was $931, which amount is included in the table above.
(4) The Company has paid the premiums on life insurance policies for the
benefit of Alvin Weinstein's estate on a split dollar basis. The
economic value of such policies to Mr. Weinstein for the year ended
September 1, 1996 was $72,134, which amount is included in the table
above. In addition, the Company paid to Joan Weinstein, the wife of
Alvin Weinstein and the Company's Secretary and fashion director,
$125,000 as compensation for her services to the Company in fiscal 1996.
-9-
<PAGE>
<PAGE>
The Company has a Profit Sharing Plan for employees which provides for a
minimum annual contribution by the Company based on a percentage of its income
before taxes for the fiscal year, and for larger annual contributions, at the
discretion of the Board of Directors, within prescribed limits. All individuals
who are employed by the Company on the first day of any fiscal year are eligible
to participate in the Plan for that fiscal year. The Company makes contributions
on behalf of those individuals who remain employed for the entire fiscal year.
Contributions to a covered employee's account are based upon a pro rata
percentage of the employee's compensation (up to $100,000), and benefits are
payable upon death, retirement, disability or termination of employment with the
Company. Covered employee benefits vest over a period of seven years. In fiscal
1996, the Company contributed $150,000 to the Plan.
The Company has a 401(k) Plan for employees which provides for the
deferral of pre-tax income. The Company does not contribute to this Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain summary information concerning
individual grants of stock options made to Named Executive Officers during
fiscal year 1996 under the Company's Incentive Plan. Except as set forth in the
table below, during fiscal year 1996, the Company did not grant any stock
options to any of the Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Rates of
Stock Price
Appreciation
INDIVIDUAL GRANTS for Option Term(2)
=======================================================================================================================
Number of Percent of Total
shares Options Granted to
underlying Employees in Fiscal Exercise
Grant(1) Year Price Expiration 5% 10%
Name (#) (%) ($) Date ($) ($)
- ---------- ----- ----- ----- ------ ----- ----
<S> <C> <C> <C> <C> <C> <C>
David Weinstein 100,000 50 4.625 1/9/06 290,000 735,000
</TABLE>
- ---------------------
(1) The stock options reported above were awarded pursuant to the Incentive
Plan at an exercise price equal to the fair market value of the Class A
Common Stock on the date of grant. The options vest ratably over a
five-year period and terminate ten years after the grant date, subject to
early termination in the event of death or termination of the optionee's
employment for any reason. Payment for options exercised may be in cash or
shares of Common Stock at the discretion of the optionee.
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<PAGE>
<PAGE>
(2) Amounts represent hypothetical gains that could be achieved from the
exercise of the respective stock options and the subsequent sale of the
Class A Common Stock underlying such options if the options were exercised
at the end of the option terms. The gains are based upon assumed rates of
stock price appreciation of 5% and 10% compounded annually from the date
the respective options were granted. The rates of appreciation are
mandated by the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future Class A
Common Stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
=========================================================================================================
Value of
Number of Unexercised In-
Unexercised the-Money
Options at Options at
9/1/96 (#) 9/1/96 ($)
Value Exercisable/ Exercisable/
NAME Shares Acquired on Realized Unexercisable Unexercisable
---- Exercise (#) ($) (Class A)(1) (Class A)(2)
------------- ---- -------------- -------------
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earl Kramer.......... 0 0 25,000/25,000 90,625/181,250
Alvin Weinstein...... 0 0 -0-/-0- -
Martin Wolfson....... 6,250 14,400 -0-/6,250 -0-/22,656
David Weinstein...... 0 0 -0-/100,000 -0-/200,000
=========================================================================================================
</TABLE>
- ------------------
(1) Represents the aggregate number of stock options held as of September 1,
1996 which could and could not be exercised on that date pursuant to the terms
of the stock option agreements related thereto and the Incentive Plan.
(2) Values were calculated by multiplying the closing market price of the Class
A Common Stock, as reported on the American Stock Exchange on August 30, 1996
(the last trading day of the fiscal year), by the respective number of shares
and subtracting the exercise price per share, without any adjustment for any
termination or vesting contingencies.
DIRECTOR COMPENSATION
During fiscal 1996, the Company paid $20,000 each to Messrs. Richard
Solar and Fred Heller for their participation at Board of Director meetings.
Messrs. Solar and Heller were also paid $1,500 each in connection with their
participation at the one Audit Committee meeting held in fiscal 1996.
In fiscal 1996, the Board adopted, and the stockholders ratified,
the Director Plan for the benefit of directors of the Company who are neither
employees nor officers of the Company or its subsidiaries (the "Outside
Directors"). Under the Director Plan, each Outside Director received an option
to purchase 2,500 shares of Class A Common Stock on the date that the Plan was
ratified by the stockholders. The Director Plan also provides for the automatic
grant of stock
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<PAGE>
options to Outside Directors on the first business day of each of the four
fiscal years commencing with fiscal 1997. The exercise price of options granted
under the Director Plan (the "Director Options") is the fair market value of the
Class A Common Stock on the date of grant. Director Options vest in full on the
one year anniversary of the date of grant and vest immediately upon the death of
the grantee or a "change of control" of the Company. Director Options terminate
five years after the date of grant or, if sooner, two years after the grantee's
termination as a director of the Company for any reason, (except that if the
grantee is removed from the Board for cause, all Director Options awarded to him
terminate immediately upon such removal). In addition, the Board of Directors
may at any time cancel any previously issued Director Options if it finds that
the grantee committed fraud, dishonesty or similar acts while serving on the
Board, disclosed "proprietary information" of the Company without the Company's
consent or engaged in activity detrimental to the Company's interests after
leaving the Board of Directors. To date, Messrs. Solar and Heller have each
received Director Options to purchase 5,000 shares in the aggregate.
On December 4, 1996, the Board of Directors terminated the
Director Plan and adopted an amendment to the Incentive Plan, subject to
stockholder approval at this Meeting, permitting Outside Directors to
participate on a discretionary basis in the Incentive Plan. Stockholders will be
asked to approve the amendment elsewhere in this Proxy Statement. See
"Ratification of Amendments to the Concord Fabrics Inc. Incentive Plan".
EMPLOYMENT AGREEMENTS
An incentive compensation arrangement between the Company and Alvin
Weinstein provides for Alvin Weinstein to receive a bonus equal to 1 1/2% of the
Company's pre-tax profits for the fiscal year ended September 1, 1996 if the
pre-tax profits are equal to or greater than 10% of the Company's Stockholders'
Equity on the first day of such fiscal year, or 2 1/2% of the pre-tax profits
for such fiscal year if such pre-tax profits are equal to or greater than 20% of
the Company's Stockholders' Equity on the first day of such fiscal year. No such
bonuses were paid to Mr. Weinstein in respect of fiscal 1996 as the target
levels described above were not met.
An incentive compensation arrangement between the Company and Alvin
Weinstein provides for Mr. Weinstein to receive a bonus equal to 3 1/2% of the
pre-tax profits for each fiscal year covered by the agreement commencing with
September 1, 1986. Mr. Weinstein earned a $64,900 bonus pursuant to this
arrangement in respect of fiscal 1996.
On March 2, 1994, the Company and Mr. Kramer entered into an employment
agreement (which amended a previous agreement) under which he will serve as the
Company's President through August 31, 1999. The agreement provides for an
annual salary of $234,289 (adjusted for increases in the consumer price index)
commencing September 1, 1994. Under the agreement, Mr. Kramer is entitled to a
bonus equal to 3 1/2% of the Company's pre-tax profits for each year of the
agreement. He earned a $69,000 bonus pursuant to this arrangement in respect of
fiscal year 1996. In addition, Mr. Kramer is entitled to receive a bonus equal
to 1 1/2% of the pre-tax profits for each year of the agreement, if such pre-tax
profits are equal to or greater than 10% of the Company's Stockholders' Equity
on the first day of that fiscal year, or 2 1/2% of the pre-tax profits for such
year if such pre-tax profits are equal to or greater than 20% of the Company's
Stockholders' Equity on the first day of that fiscal year. No such bonuses were
paid for fiscal 1996, as the target levels described above were not met. The
agreement also calls for a portion
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of Mr. Kramer's compensation to be deferred. In that connection, $52,159 of Mr.
Kramer's compensation was deferred for the fiscal year ended September 1, 1996,
which amount is included in the "Summary Compensation Table" above.
On February 5, 1986, the Company and Mr. Wolfson amended a deferred
compensation agreement under which the payment of a portion of his compensation
is deferred each year. In the fiscal year ended September 1, 1996, $11,000 of
Mr. Wolfson's compensation was deferred, which amount is included in the
"Summary Compensation Table," above. The agreement provides that Mr. Wolfson is
to receive the aggregate deferred compensation upon termination of his
employment with the Company other than for cause or by reason of his death. The
agreement provides that if Mr. Wolfson dies while in the employ of the Company,
his estate will receive an aggregate of $500,000 payable in three equal annual
installments. The Company is the beneficiary of a $250,000 insurance policy on
Mr. Wolfson's life.
Mr. David Weinstein is paid an annual salary of $200,000. The balance of
his compensation, included in the "Summary Compensation Table," above, is based
on a formula related to the operating profit of the Concord House Division for
the year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following officers of the Company are members of the Board of
Directors and as such participated in the deliberations of the Board of
Directors concerning executive officer compensation: Alvin Weinstein, David
Weinstein, Earl Kramer and Martin Wolfson. There are no compensation committee
interlocks between the Company and any other entities involving any of the
executive officers or directors of such entities.
BOARD OF DIRECTORS COMPENSATION REPORT
The full Board of Directors is responsible for the formulation and
implementation of the Company's compensation policies. The Company's
compensation policies are based upon a philosophy that there should be a direct
correlation between executive compensation and the value delivered to
shareholders. In furtherance of this philosophy, the Company has developed
incentive pay programs which provide competitive compensation and attempt to
mirror Company performance. It is the goal of the Company's compensation program
to attract and retain key executives required for the growth and success of the
Company and each of its business groups in a manner that encourages a continuing
focus on building profitability and shareholder value. Both short-term and
long-term incentive compensation are based on corporate, business unit and/or
individual performance, and thus coincide with the interest of shareholders.
The Company's executive compensation has three principal components:
base salary; annual cash bonuses; and, from time to time, the grant of incentive
and nonqualified stock options pursuant to the Incentive Plan. Individual bonus
awards for the Company's executive officers are based upon pre-determined
percentages of the Company's pre-tax profits for the fiscal year, or, as is the
case with one executive officer, a divisional president, with the operating
profit of that division. Bonuses awarded to executives in respect of fiscal 1996
reflected the modest earnings reported by the Company for that year. See
"Summary Compensation Table" and "Employment Agreements". In fiscal 1996, the
Company awarded David Weinstein, the President of the
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Company's Concord House Division, a stock option under the Incentive Plan to
purchase 100,000 shares of Class A Common Stock. See "Option Grants in Last
Fiscal Year". The Company made no other awards to officers during fiscal year
1996 under its Incentive Plan.
The President's compensation is governed by his employment agreement.
For the fiscal year ending September 1, 1996 it included a base salary of
$246,192. The base salary increased 2.73% from the President's fiscal year 1995
base salary, which increase was provided for by the terms of his employment
agreement and reflects a comparable increase in the consumer price index. The
President received a bonus of $69,000 for fiscal 1996 in accordance with the
terms of his employment agreement. The President's employment agreement provides
for bonuses only if the Company meets certain predetermined levels of pre-tax
profits set forth therein, as discussed above. See "Employment Agreements".
In the aggregate, 21% of the named executives' cash compensation for
fiscal year 1996 represents incentives directly tied to performance criteria.
Submitted by the Board of Directors:
Alvin Weinstein David Weinstein
Earl Kramer Fred Heller
Martin Wolfson Richard Solar
George Gleitman
STOCK PERFORMANCE GRAPH
The line graph below compares yearly percentage change in the cumulative
total shareholder return on the Company's Class A Common Stock against the
cumulative total return on the Amex Market Index and an industry index known as
the broadwoven fabric mills--cotton industry (SIC Code 2211) index, for the
period of five years commencing September 1, 1991. The specific companies
constituting part of the industry index are as follows: Cone Mills Corp.;
Courtaulds PLC; Crown Crafts, Inc.; Culp, Inc.; Delta Woodside Industries, Inc.;
Dyersburg Corp.; Fieldcrest Cannon, Inc.; Galey & Lord Inc.; Springs Industries,
Inc.; Thomaston Mills, Inc.; Triarc Companies, Inc.; and West Point-Stevens,
Inc. The comparisons in the graph are required by the Securities and Exchange
Commission and are not intended to forecast or be indicative of possible future
performance of the Company's Common Stock.
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COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
- --------------------------------------------------------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CONCORD FABRICS INC A ....... 100 114.71 152.94 217.65 114.71 155.88
INDUSTRY INDEX .............. 100 122.53 137.73 129.16 132.81 123.72
BROAD MARKET ................ 100 106.12 123.97 125.16 149.85 155.94
</TABLE>
THE INDUSTRY INDEX CHOSEN WAS:
SIC CODE 2211 - BROADWOVEN FABRIC MILLS, COTTON
THE BROAD MARKET INDEX CHOSEN WAS:
AMERICAN STOCK EXCHANGE
THE CURRENT COMPOSITION OF THE INDUSTRY INDEX IS AS FOLLOWS:
CONCORD FABRICS INC A
CONE MILLS CORP
COURTAULDS LTD
CROWN CRAFTS INC
CULP INC
DELTA WOODSIDE IND INC
DYERSBURG CORP
FIELDCREST CANNON INC
GALEY & LORD INC
SPRINGS INDUSTRIES INC
THOMASTON MILLS INC CL A
TRIARC CO CL A
WESTPOINT STEVENS INC
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHNOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6097
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SECTION 16(A) REPORTING UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's executive officers and directors, and persons who
own more than ten percent of the Common Stock of the Company to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the exchange on which the Common Stock is listed for trading. Executive
officers, directors and more than ten percent stockholders are required by
regulations promulgated under the Exchange Act to furnish the Company with
copies of all Section 16(a) reports filed.
Based solely on the Company's review of copies of the Section 16(a) reports
filed for the year ended September 1, 1996, the Company believes that, during
the year ended September 1, 1996, all reporting requirements applicable to its
executive officers, directors, and more than ten percent stockholders were
complied with.
WEINSTEIN FAMILY STOCKHOLDERS' AGREEMENT
Alvin Weinstein, his spouse and children and the Company are parties to
a stockholders' agreement (the "Stockholders' Agreement'") which restricts the
transfer of any Class B Common Stock owned by them by requiring that any of them
who wishes to sell or transfer any shares of Class B Common Stock offer the
shares first, to the other signing Stockholders at the prevailing market price
of shares of Class A Stock at the time of transfer, and then, to the Company, on
the condition that any Class B Common Stock so offered be converted into Class A
Common Stock on a share-for-share basis prior to transfer. As a result of such
restriction, prior to any sale of Class B Common Stock by a signing Stockholder,
the shares of Class B Common Stock offered by a signing Stockholder will be
cancelled and converted into shares of Class A Common Stock by the Company. If
neither any signing Stockholder nor the Company wishes to purchase shares
offered for sale pursuant to the Stockholders' Agreement, the Stockholder
offering to sell may convert such shares into shares of Class A Common Stock on
a share-for-share basis. In addition, the Stockholders' Agreement provides that
if the Stockholders or the Company approve a transaction in which the Class A
Common Stock is exchanged for cash, stock, securities or any other property of
the Company or of any other corporation or entity, each signing Stockholder will
convert his or her shares of Class B Common Stock into shares of Class A Common
Stock prior to the effective date of such transaction, so that a holder of such
Class B shares receives the same cash, stock or other consideration that a
holder of Class A Common Stock would receive in such a transaction. There are
certain exceptions to the restrictions for gifts and transfers to family
members.
The Stockholders' Agreement will terminate upon either (a) the deaths of
Alvin and Joan Weinstein, if David Weinstein survives them but ceases to be
actively involved in the business of the Company and the holders of a majority
of shares of Class B Common Stock held by the remaining Stockholders who are
parties to the Agreement elect to terminate, or (b) a period ending twenty-one
years after the death of the last survivor of the parties thereto.
Mr. Alvin Weinstein is currently in a position to control the election
of directors of the Company and other matters requiring stockholder votes by
virtue of his ownership of a majority
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of the Company's outstanding Class B Common Stock and approximately 40% of its
outstanding Class A Common Stock. The Stockholders' Agreement is intended to
enhance the possibility that current members of the Weinstein family will retain
such control of the Company so long as one or more of them is active in the
business of the Company.
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PURPOSE 2)
The Board of Directors of the Company, subject to ratification by the
Stockholders, has selected the firm of Arthur Andersen LLP ("Andersen"),
independent certified public accountants, to examine the financial statements of
the Company for the fiscal year ending August 31, 1997. Representatives of
Andersen will attend the Meeting, have an opportunity to make a statement if
they wish to do so, and will be available to respond to appropriate questions
from Stockholders.
The Company's auditor for the fiscal year ended September 1, 1996 was
Eisner & Lubin LLP ("E&L"). E&L was dismissed as the Company's principal
accountants on December 4, 1996. The decision to change accountants was approved
by the Board of Directors. The following information pertains to the change in
the Company's principal accountants;
(i) E&L did not qualify or modify its audit opinion for any of
the past two years as to uncertainty, audit scope or accounting
principles.
(ii) There were no disagreements with E&L on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure in any of the two most recent fiscal years
or in the period between September 2, 1996 and December 4, 1996.
(iii) No "reportable events", within the meaning of Item
304(a)(1)(v) of Regulation S-K promulgated under the Exchange Act,
occurred during either of the Company's two most recent fiscal years or
the period from September 2, 1996 to December 4, 1996.
(iv) The Company did not consult with Andersen in respect to any
issue during either of its two most recent fiscal years or the period
from September 2, 1996 to December 4, 1996.
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RATIFICATION OF AMENDMENTS TO THE CONCORD FABRICS INC.
INCENTIVE PLAN
(PURPOSE 3)
The Board adopted certain amendments to the Company's Incentive Plan, on
December 4, 1996, subject to the approval by the Company's Stockholders at the
Meeting. The complete text of the Plan, as amended, is attached as Exhibit I to
this Proxy Statement and the amendments for which shareholder approval is being
sought are highlighted in the text by boldface. The following summary of the
Plan and these amendments are qualified by reference to the text of the Plan.
PROPOSED AMENDMENTS
The following is a summary of the material amendments to the Plan for
which shareholder approval is being sought.
Increase in Number of Shares
The Board has amended the Plan to increase the number of shares that may
be issued pursuant to benefit awards under the Plan from 500,000 shares of Class
A Common Stock to 500,000 shares plus (i) any shares which are forfeited under
the Plan after the Plan becomes effective plus (ii) any shares surrendered to
the Company in payment of the exercise price of options issued under the Plan or
in payment of any Federal, State or local income or other taxes required by law
to be withheld with respect to benefit awards under the Plan. However, in no
event may the number of shares issued under the Plan exceed 750,000 shares,
subject to dilution or adjustment in the event of a merger, recapitalization or
the like.
The increase in the number of shares that may be issued under the Plan
was adopted in order to enable the Company to continue to use the Plan as an
incentive for its key employees and directors to promote the long-term success
of its business.
Expansion of Class of Eligible Grantees
The Board has amended the Plan to expand the class of persons eligible
to receive benefits under the Plan to include directors who are neither officers
nor employees of the Company or its subsidiaries or affiliates, i.e., "Outside
Directors."
The Company previously maintained two distinct stock-based incentive
plans, this Plan for key employees and a separate stand-alone plan for Outside
Directors (the "Formula Plan"). Under the Formula Plan, non-qualified stock
options were granted to Outside Directors automatically at specified times in
accordance with a pre-established formula. For a more detailed description of
the Director Plan, see "Director Compensation." The Company maintained the
Formula Plan for Outside Directors in order to enable the Incentive Plan
administrators (all of whom are Outside Directors) to administer the Plan
without violation of the "disinterested administration" requirement
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promulgated under Rule 16b-3 of the Exchange Act. Rule 16b-3 of the Exchange Act
provides a safe-harbor for insiders to participate in stock-based employee
benefit plans without violation of the short-swing profit provisions. However,
Rule 16b-3 was recently changed to permit plan administrators to receive
discretionary benefit grants under the plans which they administer, provided
certain conditions are met. Hence, the Board discontinued the Formula Plan and
amended this Plan to provide for participation by Outside Directors on a
discretionary basis. The purpose of these changes is to simplify and streamline
the administration of the Company's stock-based employee benefit Plans. As a
result, if these amendments are approved by the Stockholders at the Meeting,
Outside Directors will thereafter be eligible to receive discretionary grants of
non-qualified stock options under the Incentive Plan. However, in order to
eliminate any appearance of conflict of interest or self-dealing, the Incentive
Plan was also amended to provide that all discretionary option grants to Outside
Directors are subject to approval by the full Board of Directors.
Limitations on Transferability
The Board of Directors has also amended the Plan to eliminate the
restrictions on the transferability of rights granted under the Plan. Rule 16b-3
of the Exchange Act previously required that stock-based award grants to
insiders be subject to certain specified restrictions on transferability.
Principally as a result of that rule, the Plan previously contained a general
transferability restriction. However, the recent amendments to Rule 16b-3 of the
Exchange Act have also eliminated the requirement that every stock-based grant
to insiders be subject to transferability restrictions to qualify for the
safe-harbor of that Rule. Instead, the Rule now provides for several options
which the issuer may choose from in order to so qualify its insider grants (one
such option, but not the exclusive option, is to subject the grant to certain
transfer restrictions). Therefore, the Plan was amended by the Board to remove
the transfer restrictions altogether and give the administrators of the Plan
greater discretion in determining, on a case-by-case basis, what transfer
restrictions, if any, are the most appropriate under the circumstances.
SUMMARY OF PLAN
1. PURPOSE
The purpose of the Plan is to attract, retain, motivate, and reward
officers, directors and key employees of the Company and its direct and indirect
subsidiaries who contribute to the management, growth and profitability of the
business of the Company, and to strengthen the mutuality of interests between
such individuals and the Company's stockholders by offering them equity or
equity-based incentives. The number of shares of Class A Common Stock that may
be issued pursuant to Plan awards is 500,000 plus (i) any shares which are
forfeited under the Plan after the Plan becomes effective, plus (ii) any shares
surrendered to the Company in payment of the exercise price of options issued
under the Plan or in payment of any Federal, State or local income or other
taxes required by law to be withheld with respect to award grants under the
Plan. However, in no event may the number of shares issued under the Plan exceed
750,000 shares, subject to dilution or adjustment in the event of a merger,
recapitalization or the like. Only shares of Class A Common Stock may be issued
under the Incentive Plan.
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As of December 1, 1996, there were six executive officers, two Outside
Directors and an indeterminate number of other key executives and employees
eligible to participate in the Plan.
2. SUMMARY OF BENEFITS
The Plan may be administered either by the full Board or by one or more
committees of the Board appointed by the full Board of Directors of the Company
(referred to herein as the "Plan Administrator"); provided, however, that only
the full Board of Directors may grant awards under the Plan to Outside
Directors. Under the Plan, the Plan Administrator may grant incentive stock
options, non-qualified stock options, stock appreciation rights in tandem with
stock options or freestanding, restricted stock grants and performance awards
(the "Benefits") to eligible grantees. Outside Directors are eligible to receive
only non-qualified stock options under the Plan. A summary of the principal
characteristics of various types of Benefits that may be granted under the Plan
is set forth below.
Stock Options
Two types of stock options may be granted under the Plan: stock options
intended to qualify for special tax treatment (referred to herein as "Incentive
Stock Options" or "ISOs") under Section 422 of the Code and options not intended
to so qualify (referred to herein as "Non-Qualified Stock Options" or "NQOs").
The option price, term and other conditions of Stock Options awarded under the
Plan are determined by the Plan Administrator, subject to the terms of the Plan
and, in the case of Stock Options intended to qualify as "Incentive Stock
Options", to the requirements of Section 422 of the Code. Outside Directors may
only be granted NQOs pursuant to the Incentive Plan. Incentive Stock Options may
only be granted to employees of the Company or any subsidiary or parent of the
Company.
Stock Appreciation Rights
A Stock Appreciation Right is the right to receive an amount equal to
the appreciation, if any, in the fair market value of one share of Class A
Common Stock from the time the Stock Appreciation Right is granted until the
time the grantee elects to receive payment from the Company. Participants who
elect to receive payment of Stock Appreciation Rights shall receive payment in
cash, in Common Stock or in any combination of cash and Common Stock, as
determined by the Plan Administrator. When Stock Appreciation Rights are granted
in tandem with an Incentive Stock Option, the Stock Appreciation Rights must
contain such terms and conditions as are necessary for the related option to
qualify as an Incentive Stock Option. In addition, if Stock Appreciation Rights
are granted in tandem with a stock option, the exercise of the option shall
cause a correlative reduction in the Stock Appreciation Rights standing to the
participant's credit that were granted in tandem with the option; and the
payment of Stock Appreciation Rights shall cause a correlative reduction of the
shares under the option. Unless waived in whole or in part by the Company, Stock
Appreciation Rights may be exercised only while the grantee is employed by the
Company.
Restricted Stock
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Restricted Stock is Class A Common Stock that is subject to forfeiture
until a period of time has elapsed or certain conditions have been fulfilled, as
determined by the Plan Administrator and set forth in the instrument of grant.
Unless waived in whole or in part by the Plan Administrator, if employment of a
holder of Restricted Stock terminates prior to vesting, all shares of Restricted
Stock held by him or her and still subject to restriction will be forfeited and
reacquired by the Company. Certificates representing shares of Restricted Stock
shall bear a legend referring to the Plan, noting the risk of forfeiture of the
shares and stating that such shares are non-transferable until all restrictions
have been satisfied and the legend has been removed. As of the date Restricted
Stock is granted, the grantee shall be entitled to full voting and dividend
rights with respect to all shares of such stock. However, the Plan Administrator
may, in its sole discretion, require that the stock certificates representing
such shares of Restricted Stock be placed into escrow with the Company until
vesting.
Performance Awards
The Plan Administrator may grant performance awards to key employees
payable in such manner, consisting of such terms and subject to such performance
criteria as the Plan Administrator may determine in its discretion. All rights
to receive performance awards under the Plan shall terminate automatically upon
any termination of a grantee's employment for cause.
TERMINATION
The Board may amend the Plan at any time, except that the Board may not
amend the Plan without Stockholder approval if such amendment (i) would increase
the maximum number of shares in the aggregate which may be issued pursuant to
the Plan, (ii) would change the manner of determining eligibility for
participation in the Plan, (iii) would increase the periods during which
Incentive Stock Options may be granted or exercised under the Plan, or (iv)
would change the manner of determining the minimum option price of Incentive
Stock Options under the Plan. The Plan will terminate on December 31, 1998
unless terminated earlier by the Board or unless extended by the Board.
FEDERAL INCOME TAX CONSEQUENCES UNDER THE PLAN
The following is a summary of the Federal income tax consequences of the
issuance and exercise of Stock Options under the Incentive Plan, based upon
current income tax laws, regulations and rulings.
Incentive Stock Options. Subject to the effect of the Alternative
Minimum Tax, discussed below, an optionee does not recognize income on the grant
of an Incentive Stock Option. If an optionee exercises an Incentive Stock Option
in accordance with the terms of the option and does not dispose of the shares
acquired within two years from the date of the grant of the option nor within
one year from the date of exercise, the optionee will not realize any income by
reason of the exercise, and the Company will be allowed no deduction by reason
of the grant or exercise. The optionee's basis in the shares acquired upon
exercise will be the amount paid upon exercise. Provided the optionee holds the
shares as a capital asset at the time of sale or other disposition of the
shares, his gain or loss, if any, recognized on the sale or other disposition
will be capital gain
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or loss. The amount of his gain or loss will be the difference between the
amount realized on the disposition of the shares and his basis in the shares.
If an optionee disposes of the shares within two years from the date of
grant of the option or within one year from the date of exercise ("Early
Disposition"), the optionee will realize ordinary income at the time of such
Early Disposition, which will equal the excess, if any, of the lesser of (i) the
amount realized on the Early Disposition, or (ii) the fair market value of the
shares on the date of exercise, over the optionee's basis in the shares. The
Company will be entitled to a deduction in an amount equal to such income in the
same year that the income is recognized. The excess, if any, of the amount
realized on the Early Disposition of such shares over the fair market value of
the shares on the date of exercise will be long-term or short-term capital gain,
depending upon the holding period of the shares, provided the optionee holds the
shares as a capital asset at the time of Early Disposition. If an optionee
disposes of such shares for less than his basis in the shares, the difference
between the amount realized and his basis will be a long-term or short-term
capital loss, depending upon the holding period of the shares, provided the
optionee holds the shares as a capital asset at the time of disposition. The
excess of the fair market value of the shares at the time the Incentive Stock
Option is exercised over the exercise price for the shares is an item of tax
preference ("Stock Option Preference").
Non-Qualified Stock Options. Non-Qualified Stock Options do not qualify
for the special tax treatment accorded to Incentive Stock Options under the
Code. Although an optionee does not recognize income at the time of the grant of
the option, he recognizes ordinary income upon the exercise of a Non-Qualified
Option in an amount equal to the difference between the fair market value of the
stock on the date of exercise of the option and the amount of cash paid for the
stock. As a result of the optionee's exercise of a Non-Qualified Stock Option,
the Company will be entitled to deduct as compensation an amount equal to the
amount included in the optionee's gross income. The Company's deduction will be
taken in the Company's taxable year in which the option is exercised.
The excess of the fair market value of the stock on the date of
exercise of a Non-Qualified Stock Option over the exercise price is not a Stock
Option Preference.
Taxation of Preference Items. Section 55 of the Code imposes an
Alternative Minimum Tax equal to the excess, if any, of (i) 26% of the
optionee's "alternative minimum taxable income" up to $175,000 ($87,500 in the
case of married taxpayers filing separately) and 28% of "alternative minimum
taxable income" over $175,000 ($87,500 in the case of married taxpayers filing
separately) over (ii) his "regular" federal income tax. Alternative minimum
taxable income is determined by adding the optionee's Stock Option Preference
and any other items of tax preference to the optionee's adjusted gross income
and then subtracting certain allowable deductions and an exemption amount. The
exemption amount is $33,750 for single taxpayers, $45,000 for married taxpayers
filing jointly and $22,500 for married taxpayers filing separately. However,
these exemption amounts are phased out beginning at certain levels of
alternative minimum taxable income.
The foregoing statement is only a general summary of the principal
federal income tax consequences of the exercise and issuance of Stock Options
under the Incentive Plan and is based on the Company's understanding of present
federal tax laws and regulations. Since tax regulations
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may change or interpretations may differ, each optionee should consult his or
her own tax advisor regarding the tax consequences related to participation in
the Plan.
MARKET VALUE
The shares of Class A Common Stock issuable under the Plan may be either
authorized or unissued shares or treasury shares. The market value of the
Company's Class A Common Stock was $6 on December 11, 1996.
MISCELLANEOUS
(PURPOSE 4)
Management does not know of any other matters to be presented at the
Meeting for action by Stockholders. If any other matters requiring a vote of the
Stockholders arise at the Meeting or any adjournment thereof, it is intended
that votes will be cast pursuant to the proxies with respect to such matters in
accordance with the best judgment of the persons acting under the proxies.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended September 1, 1996
is being mailed to the Company's Stockholders together with this Proxy Statement
but is not part of the proxy solicitation material.
UPON WRITTEN REQUEST BY A STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, THE
COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE WITH A COPY OF THE FORM 10-K
ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 1, 1996 WHICH IS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. If the person requesting the report was not a Stockholder on
December 12, 1996, the request must contain a good faith representation that the
person making the request was a beneficial owner of the Class A or Class B
Common Stock of the Company at the close of business on such date. Requests
should be addressed to Concord Fabrics Inc., 1359 Broadway, New York, New York
10018 (ATTN: Martin Wolfson).
STOCKHOLDER PROPOSALS
Stockholder proposals for presentation at the Company's next Annual
Meeting of Stockholders must be received by the Company at its principal
executive offices for inclusion in its proxy statement and form of proxy
relating to that Meeting no later than August 4, 1997.
By Order of the Board of Directors
JOAN WEINSTEIN
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Secretary
Dated: December 20, 1996
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EXHIBIT I
CONCORD FABRICS INC.
Incentive Plan
AS AMENDED DECEMBER 4, 1996
GENERAL PROVISIONS
I. Purpose. The Incentive Plan (the "Program") is intended to
help maintain and develop strong management through ownership of shares of the
Company by key employees AND DIRECTORS of the Company and through incentive
awards, in addition to salaries AND DIRECTOR FEES, for recognition of efforts
and accomplishments which contribute materially to the success of the Company's
business interests.
II. Definitions. In this Program, except where the context
otherwise indicates, the following definitions apply:
1. "Award" means a stock option, SAR, restricted stock,
performance award or other incentive award under this Program.
2. "Board" means Board of Directors of the Company.
3. "Board Compensation Committee", hereinafter sometimes called
the "BCC" means the committee of the Board so designated. The BCC shall consist
of three or more members of the Board, but two members shall constitute a quorum
for the transaction of business. No member of the BCC shall be, or for a period
of one year prior to appointment thereto shall have been, an employee or officer
of the Company.
4. "By the grant" means by the action of the granting authority
at the time of the grant of an award hereunder, or at the time of an amendment
of the grant, as the case may be.
5. "Company" means Concord Fabrics Inc., a Delaware corporation.
6. "Designated beneficiary" means the person designated by the
grantee of an award hereunder to be entitled, on the death of the grantee, to
any remaining rights arising out of such award. Such designation must be made in
accordance with such regulations as the granting authority may establish.
7. "Detrimental activity" means activity that is determined in
individual cases, by the appropriate authority as provided for pursuant to
Section III, to be detrimental to the interests of the Company.
8. "Eligible GRANTEE" means a key employee of the Company OR AN
OUTSIDE DIRECTOR OF THE COMPANY.
9. "Employee" means regular employee, whether or not a director.
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10. "Fair market value" in relation to a share as of and specific
time shall mean such value as reported for stock exchange transactions
determined in accordance with any applicable regulations of the granting
authority in effect at the relevant time.
11. "Grantee" means a recipient of an award under any
shareholder-approved plan.
12. "Granting authority" means the Board or the appropriate
committee thereof acting under the authority of Section V.
13. "Incentive Stock Option," hereinafter sometimes called an
"ISO," means a stock option meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended.
14. "Key employee" means an employee who is a director or
officer, or in a managerial, professional, or other key position as determined
by the granting authority.
15. "OUTSIDE DIRECTOR" MEANS A DIRECTOR OF THE COMPANY WHO IS NOT
A FULL-TIME EMPLOYEE NOR A CONSULTANT NOR AN OFFICER OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY.
16. "Performance award" means an award granted pursuant to
Section XII.
17. "Performance period" means the period specified by the grant
of a performance award during which specified performance criteria are to be
measured.
18. "Restricted stock" means any share issued with the
restriction that the holder may not sell, transfer, pledge, or assign such share
and such other restrictions (which may include, but are not limited to,
restrictions on the right to vote or receive dividends) which may expire
separately or in combination, at one time or in installments all as specified by
the grant.
19. "Share" means a share of Class A common stock of the Company
issued and reacquired by the Company or previously authorized but unissued.
20. "Shareholder-approved plan" means this Program or any other
plan or program hereafter approved by shareholders of the Company.
21. "Stock appreciation right," hereinafter sometimes called an
"SAR," means the right of the holder thereof to receive, pursuant to the terms
of the SAR, a number of shares or cash or a combination of shares and cash,
based on the increase in the value of the number of shares specified in the SAR,
as more particularly set forth in Section X.
22. "Terminate" means cease to be an employee OR DIRECTOR of the
Company, AS THE CASE MAY BE, except by death.
23. (A) "Terminate normally" for A KEY employee participating in
this Program means terminate:
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(a) at normal retirement time for that employee,
(b) as a result of that employee's becoming incapacitated,
or
(c) with written approval of the granting authority given
in the context of-recognition by the granting authority that any outstanding
award to that employee will not expire or be annulled because of such
termination and, in each such case, without being terminated for cause.
(B) "TERMINATE NORMALLY" FOR AN OUTSIDE DIRECTOR
PARTICIPATING IN THE PROGRAM MEANS (A) THE VOLUNTARY RESIGNATION OF SUCH
DIRECTOR FROM THE BOARD OF DIRECTORS OR (B) THE REMOVAL OF SUCH DIRECTOR FROM
THE BOARD WITHOUT CAUSE.
24. "Year" means calendar year.
III. Administration. The Board shall administer this Program,
shall conclusively interpret its provisions, and may decide all questions of
fact arising in its application. The Board may act pursuant to any provision of
this Program through the BCC. A determination to consent to or disapprove the
election by the holder of an SAR who is a director or officer to receive cash in
full or partial settlement of such right can be made only by the BBC. Insofar as
this Plan applies to employees who are neither members of the Board nor
officers, determinations and interpretations in individual cases can be made by
or at the direction of the Chairman of the Board or the President. Such
determinations and interpretations shall be binding and conclusive upon the
individual employees involved and all person claiming under them.
The Board and the BCC can act either by regulation, by making
individual determinations, or by both. The Chairman of the Board, the President
and persons designated by them can act under this Program only by making
individual determinations.
This Program and all action taken under it shall be governed, as
to construction and administration, by the laws of the State of New York.
An award under this Program is not ASSIGNABLE, EXCEPT AS PROVIDED
IN THE AWARD IN THE CASE OF DEATH, AND IS NOT subject, in whole or in part, to
attachment, execution, or levy of any kind.
Any rights with respect to an award granted under this Program
existing after the grantee dies are exercisable by the grantee's designated
beneficiary or, if there is no designated beneficiary, by the grantee's personal
representative.
IV. Board Compensation Committee (BCC). The Board shall appoint a
BCC. In respect to each year under this Program, the BCC shall establish a
ceiling on the aggregate number of Shares that can be awarded under the Program.
V. Right to Grant Awards. The right to grant awards under the
Program to any KEY employee who is an officer of the Company is reserved to the
BCC. The right to grant awards under this Plan to any KEY employee who is not a
member of the Board is reserved to the BCC,
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which shall act upon the recommendation of the Board. THE RIGHT TO GRANT AWARDS
UNDER THE PROGRAM TO ANY OUTSIDE DIRECTOR IS RESERVED TO THE FULL BOARD OF
DIRECTORS.
VI. Term. The term of this Program begins on January 1, 1989 and
ends on December 31, 1998.
VII. Awards Grantable. (1) SUBJECT TO ADJUSTMENT AS PROVIDED IN
ARTICLE VIII, THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED OR TRANSFERRED
UNDER THE PROGRAM IS 500,000 SHARES PLUS, (I) ANY SHARES WHICH ARE FORFEITED
UNDER THE PROGRAM AFTER THE PROGRAM BECOMES EFFECTIVE; PLUS (II) ANY SHARES
SURRENDERED TO THE COMPANY IN PAYMENT OF THE EXERCISE PRICE OF OPTIONS ISSUED
UNDER THE PROGRAM OR IN PAYMENT OF ANY FEDERAL, STATE OR LOCAL INCOME OR OTHER
TAXES REQUIRED BY LAW TO BE WITHHELD WITH RESPECT TO AWARD GRANTS UNDER THE
PROGRAM. HOWEVER, NO AWARD MAY BE ISSUED THAT WOULD BRING THE TOTAL OF ALL
OUTSTANDING AWARDS UNDER THE PROGRAM TO MORE THAN 750,000 SHARES OF CLASS A
COMMON STOCK OF THE COMPANY. THE SHARES MAY BE AUTHORIZED BUT UNISSUED SHARES OR
TREASURY SHARES.
(2) The total number of Shares effectively granted during any
year under this Program may not exceed any ceiling established by the BCC with
respect to such year.
The total number of shares effectively granted at any time shall
be deemed to include (a) the maximum number of shares required (exclusive of
dividend equivalents) for stock options (whether granted as ISOs or nonqualified
stock options), SARS, restricted stock or performance awards payable in shares
then outstanding, and (b) the number of shares that could be purchased (i) at
their fair market value on the date of grant of performance awards payable other
than in shares and (ii) with an amount equal to the maximum settlement value of
such performance awards at such time. Any share ceases to be effectively granted
if an award expires.
VIII. Adjustments. Whenever a stock split, stock dividend, or
other relevant change in capitalization occurs,
1. the number of shares that can thereafter be obtained
under outstanding awards and the purchase price per share, if any, under such
awards, and
2. every number of shares used in determining whether a
particular award is grantable thereafter, shall be appropriately adjusted by the
FULL BOARD OF DIRECTORS OR THE BCC, whose determination shall be final and
binding.
IX. Stock Options. one or more grantable stock options can be
granted to any eligible GRANTEE. Stock options may be either ISO's or options
not intended to qualify as an ISO. OPTIONS GRANTED TO OUTSIDE DIRECTORS SHALL
NOT QUALIFY AS ISOS. Each stock option so granted shall be subject to the
following conditions:
1. The exercise price per share shall be specified by the
grant but, in the case of ISOs, shall in no instance be less than 100 percent of
fair market value at the time of grant (110 % if the grantee is a 10%
stockholder) Payment of the exercise price shall be made in cash, shares, or
other consideration in accordance with the terms of this Program and of any
applicable
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regulations of the granting authority in effect at the time of exercise and such
consideration shall be valued at its fair market value on the date of exercise
of the stock option.
2. If the grantee has not died or terminated, the stock
option shall become exercisable at the time specified by the grant.
3. Any stock option or portion thereof that is exercisable is
exercisable for the full amount or for any part thereof, except as otherwise
specified by the grant.
4. Each stock option ceases to be exercisable, as to any
share, when the stock option is exercised to purchase that share, or when a
related SAR is exercised either by the holder or automatically in Accordance
with its terms, or when the stock option expires.
5. A stock option that is exercisable shall expire in the
following situations:
(a) if the grantee is then living, it shall expire:
(i) ten years after it is granted (5 years if the
grantee is a 10% stockholder),
(ii) five years after the grantee terminates normally,
or
(iii) at any earlier time or under such circumstances
as specified by the grant;
(b) if the grantee terminates but does not terminate
normally, it shall expire at the time of termination;
(c) if the grantee after terminating engages in
detrimental activity, it shall expire as of the date such activity is determined
to be detrimental; or
(d) if the grantee dies, it shall expire at the earlier
of:
(i) one year after the grantee's death, or
(ii) any earlier time or under such circumstances as
specified by the grant; but, in any case, no later than ten years
after it is granted (or 5 years if the grantee was a 10%
stockholder). To the extent that an SAR included in a stock
option is exercised, such stock option shall be deemed to have
been exercised And shall not be deemed to have expired.
6. All stock options granted hereunder TO KEY EMPLOYEES are
hereby designated as ISOs except to the extent otherwise specified by the grant
and except to the extent otherwise specified in this paragraph IX (6). ALL STOCK
OPTIONS GRANTED HEREUNDER TO OUTSIDE DIRECTORS ARE HEREBY DESIGNATED AS
NON-QUALIFIED STOCK OPTIONS. To the extent that the aggregate fair market
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value of shares with respect to which stock options designated as ISOs are
exercisable for the first time by any grantee during any year (under all plans
of the Company and any subsidiary thereof) exceeds $100,000, such stock options
shall, to such extent, be treated as not being ISOs. The foregoing shall be
applied by taking stock options into account in the order in which they were
granted. For the purposes of the foregoing, the fair market value of any share
shall be determined as of the time the stock option with respect to such share
is granted. In the event the foregoing results in a portion of a stock option
designated as an ISO exceeding the above $100,000 limitation, only such excess
shall be treated as not being an ISO.
X. Stock Appreciation Rights (SAR).
1. An SAR may be granted as a separate award hereunder.
SARS MAY ONLY BE GRANTED TO KEY EMPLOYEES. Any such SAR shall entitle the holder
thereof, upon exercise thereof in accordance with such SAR and the regulations
of the granting authority, to receive from the Company that number of shares
having an aggregate value equal to the excess of the fair market value, at the
time of exercise of such SAR, of one share over the exercise price specified in
such SAR times the number of shares specified in such SAR, or portion thereof,
which is so exercised.
2. An SAR granted separate from a stock option shall
expire in the following situations:
(a) if the grantee is then living, it shall expire:
(i) ten years after it is granted (5 years if the
grantee is a 10% stockholder),
(ii) five years after the grantee terminates normally,
or
(iii) at any time specified by the grant;
(b) if the grantee terminates but does not terminate
normally, it shall expire at the time of termination;
(c) if the grantee after terminating engages in
detrimental activity, it shall expire as of the date such activity is determined
to be detrimental; or
(d) if the grantee dies, it shall expire at the earlier
of:
(i) one year after the grantee's death, or
(ii) any earlier time or under such circumstances
specified by the grant; but, in any case, no later than
ten years after it is granted (or 5 years if the grantee
was a 10% shareholder).
3. Any stock option granted TO A KEY EMPLOYEE under a
shareholder-approved plan may include an SAR, either at the time of grant or by
amendment. An SAR included in a
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stock option shall be subject to such terms and conditions as the granting
authority shall impose, which shall include the following:
(a) an SAR shall be exercisable to the extent, and only to
the extent, the stock option is exercisable; and
(b) an SAR shall entitle the optionee to surrender to the
Company unexercised the stock option in which it is included, or any
portion thereof, and to receive from the Company in exchange therefor
that number of shares having an aggregate value equal to (i) the excess
of the fair market value, at the time of exercise of such SAR, of one
share over (ii) the exercise price specified in such stock option times
(iii) the number of shares specified in such stock option, or portion
thereof, which is so surrendered.
4. In lieu of the right to receive all or any specified portion
of such shares, an SAR may entitle the holder thereof to receive the cash
equivalent thereof as specified by the grant.
5. An SAR may provide that such SAR shall be deemed to have been
exercised at the close of business on the business day preceding the expiration
of such SAR or the related stock option, if any, if at such time such SAR has
positive value and the expiration thereof would have been caused by the passage
of
(a) ten years from the date of grant (5 years if the
grantee is a 10% stockholder), or
(b) five years from the date the grantee terminates
normally,
(c) any earlier time specified by the grant. Such deemed
exercise shall be settled in shares, in cash, or in shares and
cash as specified by the grant.
XI. Restricted Stock.
1. An award of restricted stock may be granted hereunder
to ANY KEY employee, for no cash consideration, for such minimum consideration
as may be required by applicable law, or such other consideration as specified
by the grant, either alone or in addition to other awards granted hereunder. The
provisions of awards of restricted stock need not be the same with respect to
each recipient.
2. Any restricted stock issued hereunder may be evidenced
in such manner as the granting authority in its sole discretion shall deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of restricted stock awarded hereunder, such
certificate shall bear an appropriate legend with respect to the restrictions
applicable to such award.
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3. Except as otherwise specified by the grant, if a holder
of record of restricted stock terminates, but does not terminate normally, all
shares of restricted stock (whether or not stock certificates have been issued)
then held by such holder and then subject to restriction shall be forfeited by
such holder and reacquired by the Company. Except as otherwise specified by the
grant, if a holder of record of restricted stock terminates normally, any and
all remaining restrictions with respect to such restricted stock shall expire.
XII. Performance Awards. Performance awards may be issued
hereunder to ANY KEY employee, for no cash consideration, for such minimum
consideration as may be required by applicable law, or such other consideration
as specified by the grant, either alone or in addition to other awards granted
hereunder. The performance criteria to be achieved during any performance to be
achieved during any performance period, the formula for valuing the award, if
any, the maximum value, if any, and the length of the performance period shall
be specified by the grant.
Performance awards may be paid in cash, shares, or other
consideration, or any combination thereof, as specified by the grant. The extent
to which performance criteria have been achieved shall be conclusively
determined by the granting authority. Performance awards may be payable in a
single payment or in installments as specified by the grant and may be payable
upon attaining performance criteria or deferred to such later date or dates as
are specified by the grant.
If the grantee terminates but does not terminate normally, any
performance award or installment thereof not payable prior to the grantee's
termination shall never become payable to the grantee.
ADDITIONAL GENERAL PROVISIONS
XIII. Amendments to the Program. The Board can from time to time
amend this Program, or any provision thereof, except that, WITHOUT STOCKHOLDER
APPROVAL:
1. the maximum number of shares that may be effectively granted
under the Program to eligible employees in the aggregate cannot be increased;
2. the requirements as to eligibility for an award cannot be
reduced;
3. the minimum limitations with respect to the required
continuity of employment following the grant of INCENTIVE stock options, and the
prices at which shares may be optioned PURSUANT TO ISOS, cannot be decreased and
no INCENTIVE stock option can be authorized that is exercisable more than ten
years after the date of grant.
XIV. Withholding Taxes. The Company shall have the right to
deduct from any cash payment made under this Program any federal, state or local
income, or other taxes required by law to be withheld with respect to such
payment. It shall be a condition to the obligation of the Company to deliver
shares or securities of the Company upon exercise of a stock option or SAR, upon
payment of a performance award, upon delivery of restricted stock
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or upon exercise, settlement or payment of any award under this Program, that
the grantee of such award pay to the Company such amount as may be requested by
the Company for the purpose of satisfying any liability for such withholding
taxes. Any stock option, SAR, or restricted stock award granted under this plan
may provide by the grant that the grantee of such award may elect, in accordance
with any applicable regulations of the granting authority, to pay a portion or
all, of the amount of such minimum required or additional permitted withholding
taxes in shares. The grantee shall authorize the Company to withhold, or shall
agree to surrender back to the Company, on or about the date such withholding
tax liability is determinable, shares previously owned by such grantee or a
portion of the shares that were or otherwise would be distributed to such
grantee pursuant to such award having a fair market value equal to the amount of
such required or permitted withholding taxes to be paid in shares.
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APPENDIX
CONCORD FABRICS INC.
CLASS B PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 14, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned Stockholder(s) of Class B Common Stock of CONCORD FABRICS
INC. (the 'Corporation') hereby appoints Alvin Weinstein and David Weinstein, or
either of them, with full power of substitution and revocation to each, for and
in the name of the undersigned, with all the powers the undersigned would
possess if personally present, to vote the Class B Common Stock of the
undersigned in the Corporation at the meeting of its Stockholders to be held
January 14, 1997 and at any adjournment thereof, for the following matters:
(continued on reverse side)
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<TABLE>
<S> <C> <C>
A [x] Please mark your |__
votes as in this
example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed at right.
FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Nominees: 2. To ratify the appointment of Arthur [ ] [ ] [ ]
Directors Class A voting with Andersen LLP as Independent Certified
the Class B Common Public Accountants of the Corporation
Stock for the fiscal year ending August 31,
1997.
Alvin Weinstein
Instruction: To withhold authority to vote Martin Wolfson 3. To approve certain amendments to the [ ] [ ] [ ]
for any individual nominee, write that Earl Kramer Corporation's Incentive Plan.
nominee's name on the space provided below. David Weinstein
Fred Heller 4. In their discretion upon any
other matters which may properly
- ---------------- ------------------- come before such meeting.
- ---------------- -------------------
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE.
THIS PROXY CONFERS AUTHORITY TO VOTE 'FOR'
EACH PROPOSITION LISTED ABOVE UNLESS OTHERWISE
INDICATED.
IMPORTANT--Please vote, sign and return this
Proxy promptly, so that it will
arrive before the Annual Meeting
on January 14, 1997.
Signed___________________________________________________ _____________________________________ Dated _____________ ,199( )
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
NOTE: Signature(s) should follow exactly the name(s) on the stock certificate. Executor, administrator, trustee, or guardian
should sign as such. If more than one trustee, all should sign. ALL JOINT OWNERS MUST SIGN.
</TABLE>
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<PAGE>
CONCORD FABRICS INC.
CLASS A PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 14, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned Stockholder(s) of Class A Common Stock of CONCORD FABRICS
INC. (the 'Corporation') hereby appoints Alvin Weinstein and David Weinstein, or
either of them, with full power of substitution and revocation to each, for and
in the name of the undersigned, with all the powers the undersigned would
possess if personally present, to vote the Class A Common Stock of the
undersigned in the Corporation at the meeting of its Stockholders to be held
January 14, 1997 and at any adjournment thereof, for the following matters:
(continued on reverse side)
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<TABLE>
<S> <C> <C>
A [x] Please mark your |_
votes as in this
example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed at right.
FOR AGAINST ABSTAIN
1. Election of [ ] [ ] Nominees: 2. To ratify the appointment of Arthur [ ] [ ] [ ]
Directors Class A Common Stock Andersen LLP as Independent Certified
acting alone only Public Accountants of the Corporation
Richard Solar for the fiscal year ending August 31,
George Gleitman 1997.
Instruction: To withhold authority to vote Class A voting with 3. To approve certain amendments to the [ ] [ ] [ ]
for any individual nominee, write that the Class B Common Corporation's Incentive Plan.
nominee's name on the space provided below. Stock
4. In their discretion upon any
other matters which may properly
- ---------------- ------------------- Alvin Weinstein come before such meeting.
- ---------------- ------------------- Martin Wolfson
- ---------------- ------------------- Earl Kramer
David Weinstein THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE.
Fred Heller THIS PROXY CONFERS AUTHORITY TO VOTE 'FOR'
EACH PROPOSITION LISTED ABOVE UNLESS OTHERWISE
INDICATED.
IMPORTANT--Please vote, sign and return this
Proxy promptly, so that it will
arrive before the Annual Meeting
on January 14, 1997.
Signed___________________________________________________ _____________________________________ Dated _____________ ,199( )
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
NOTE: Signature(s) should follow exactly the name(s) on the stock certificate. Executor, administrator, trustee, or guardian
should sign as such. If more than one trustee, all should sign. ALL JOINT OWNERS MUST SIGN.
</TABLE>
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