<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
L. LURIA & SON, INC.
(Name of Registrant as Specified in Its Charter)
L. LURIA & SON, INC.
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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>
L. LURIA & SON, INC.
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 1, 1995
------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of L. Luria & Son, Inc. (the 'Company')
will be held at the Davis Cup Room, Don Shula's Hotel, Main Street, Miami Lakes,
Florida 33014, on June 1, 1995 at 9:00 A.M., local time, for the following
purposes:
1. To elect two Directors of the Company, one of whom will be elected by
the holders of Common Stock to serve until the annual meeting of
shareholders to be held in 1998, and one of whom will be elected by the
holders of Class B Stock, to serve until the annual meeting of shareholders
to be held in 1998, and until their respective successors are duly elected
and qualified;
2. To consider and vote upon a proposal to ratify the appointment of
KPMG Peat Marwick as independent auditors of the Company for the current
fiscal year; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
All shareholders are cordially invited to attend, although only
shareholders of record at the close of business on April 6, 1995 will be
entitled to vote at the meeting or any adjournment thereof.
GLORIA LURIA
Secretary
Miami Lakes, Florida
May 3, 1995
A FORM OF PROXY AND THE ANNUAL REPORT OF L. LURIA & SON, INC. FOR THE
FISCAL YEAR ENDED JANUARY 28, 1995 ARE ENCLOSED. TO ENSURE THAT YOUR SHARES WILL
BE VOTED AT THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE PAID ENVELOPE.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND
THE MEETING.
<PAGE>
L. LURIA & SON, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 1995
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of L. Luria & Son, Inc. (the 'Company'), to be
voted at the 1995 Annual Meeting of Shareholders of the Company (the 'Meeting')
to be held at 9:00 A.M., local time, June 1, 1995 at the Davis Cup Room, Don
Shula's Hotel, Main Street, Miami Lakes, Florida 33014, for the purposes set
forth in the preceding notice.
You may revoke your proxy at any time prior to its use by delivering a
written notice to the Secretary of the Company, by executing a later-dated proxy
or by attending the Meeting and voting in person. Proxies in the form enclosed,
unless previously revoked, will be voted at the Meeting in accordance with the
specifications made thereon or, in the absence of such specifications, (i) FOR
the nominees for Director designated by the Directors and (ii) FOR the proposal
to ratify the appointment of KPMG Peat Marwick as independent auditors. The
Board of Directors of the Company has fixed the close of business on April 6,
1995, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof.
The complete mailing address of the Company's principal executive offices
is 5770 Miami Lakes Drive, Miami Lakes, Florida 33014. The approximate date on
which this proxy statement and the form of proxy were first sent or given to the
shareholders of the Company was May 3, 1995.
OUTSTANDING SHARES AND VOTING RIGHTS
<PAGE>
Only the holders of shares of common stock, $.01 par value per share
('Common Stock'), and Class B stock, $.01 par value per share ('Class B Stock'),
at the close of business on April 6, 1995 are entitled to vote at the Meeting.
At the close of business on April 6, 1995, there were 3,975,524 shares of Common
Stock outstanding. In addition, on such date there were 1,432,034 shares of
Class B Stock outstanding. Except for the election of Directors where Common
Stock and Class B Stock each vote as a separate class, holders of record of
Common Stock will be entitled to one vote for each share held and holders of
record of Class B Stock will be entitled to ten votes for each share held, on
all matters presented at the Meeting. Therefore, the holders of Class B Stock
are entitled to approximately 78% of the votes on all matters other than the
election of Directors. The presence in person or by proxy of a majority of the
shares entitled to vote at the Meeting shall constitute a quorum at the Meeting,
except for matters which require a separate class vote, such as the election of
Directors. A majority of the shares of Common Stock shall constitute a quorum
for the election of the Director representing holders of Common Stock and a
majority of the shares of Class B Stock shall constitute a quorum for the
election of the Director representing holders of Class B Stock. The nominee
receiving the greatest number of votes of Common Stock present or
<PAGE>
represented at the Meeting voting separately as a class and the nominee
receiving the greatest number of votes of Class B Stock present or represented
at the Meeting voting separately as a class shall be elected as Directors.
The affirmative vote of a plurality of votes cast by the shares of Common Stock
and Class B Stock present or represented at the Meeting and voting together is
required for approval of proposal 2. Abstentions are considered as shares
present and entitled to vote for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter submitted
to the shareholders for a vote, but are not counted as votes 'for' or 'against'
any matter. The inspector of elections will treat shares referred to as
'broker or nominee non-votes' (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power on a particular matter) as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. For purposes of
determining the outcome of any matter as to which the proxies reflect broker
or nominee non-votes, shares represented by such proxies will be treated as
not present and not entitled to vote on that subject matter and therefor
would not be considered by the inspectors when counting votes cast on the
matter (even though those shares are considered entitled to vote for
quorum purposes and may be entitled to vote on other matters). If less than
a majority of the outstanding shares of Common Stock are represented at the
Meeting, a majority of the shares so represented may adjourn the Meeting
from time to time without further notice.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 6, 1995 the number of shares of
Common Stock and Class B Stock of the Company which were owned beneficially by
(i) each person who is known by the Company to own beneficially more than 5% of
its Common Stock or Class B Stock, (ii) each Director and nominee for Director,
(iii) each of the named executive officers listed in the Summary Compensation
Table (see 'Executive Compensation') and (iv) the officers and Directors of the
Company as a group:
<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
NAME AND ADDRESS OF NUMBER AND (PERCENT) NUMBER AND (PERCENT) COMMON STOCK AND
BENEFICIAL OWNER(1) COMMON STOCK CLASS B STOCK CLASS B STOCK
------------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Leonard Luria(2)(3)......................... 1,050 (*) 419,800 (29.3%) 22.7%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Peter P. Luria(4)(5)........................ 166,687 (4.0%) 355,000 (24.8%) 20.1%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Nancy Luria-Cohen(4)(6)(7)(8)............... 8,779 (*) 306,448 (21.4%) 16.6%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Henry S. Luria(4)(6)(7)(9).................. 704 (*) 168,354 (11.8%) 9.1%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
NAME AND ADDRESS OF NUMBER AND (PERCENT) NUMBER AND (PERCENT) COMMON STOCK AND
BENEFICIAL OWNER(1) COMMON STOCK CLASS B STOCK CLASS B STOCK
------------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Gloria Luria(10)(11)........................ 299 (*) 227,457 (15.9%) 12.3%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Edwin D. Marks(11).......................... 15,311 (*) 127,457 (8.9%) 7.0%
182 Fairchild Avenue
Plainview, New York 11803
Harold Wolfson.............................. -0- (0%) -0- (0%) 0%
344 Glenbrook Drive
Atlantis, Florida 33462
Harry J. Diven, Jr.(12)..................... 1,666 (*) -0- (0%) (*)
315 West 70th Street
New York, New York 10017
Sydney A. Luria, Esq.(13)................... 21,425 (*) -0- (0%) 0%
Carb, Luria, Glassner, Cook & Kufeld
529 Fifth Avenue
New York, New York 10017
Jorgen Petersen............................. -0- (0%) -0- (0%) 0%
Swoboda International
Manufacturing Co., Inc.
330 5th Avenue
New York, New York 10001
Jeremy R. Serwer............................ -0- (0%) -0- (0%) 0%
The Serwer Company
133 Laurel Drive
Needham, Massachusetts 02192
Cynthia Cohen Turk(14)...................... -0- (0%) -0- (0%) 0%
MARKETPLACE 2000
2333 Ponce de Leon Boulevard
Coral Gables, Florida 33134
Jeffrey Bayer(15)........................... 9,334 (*) -0- (0%) (*)
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Richard Liebman(16)......................... 3,334 (*) -0- (0%) (*)
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
COMBINED VOTING
POWER OF
NAME AND ADDRESS OF NUMBER AND (PERCENT) NUMBER AND (PERCENT) COMMON STOCK AND
BENEFICIAL OWNER(1) COMMON STOCK CLASS B STOCK CLASS B STOCK
------------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Joseph Bombara.............................. -0- (0%) -0- (0%) 0%
12171 N.W. 10th Manor
Coral Springs, Florida 33071
Duane R. Wolter............................. -0- (0%) -0- (0%) 0%
5770 Miami Lakes Drive
Miami Lakes, Florida 33014
Dimensional Fund Advisors,
Inc.(17)(18)................................ 328,037 (7.9%) -0- (0%) 1.8%
1299 Ocean Avenue
Santa Monica, California 90401
Tweedy, Browne Company L.P.(19)............. 287,445 (6.9%) -0- (0%) 1.6%
52 Vanderbilt Avenue
New York, New York 10017
FMR Corp.(17)............................... 230,000 (5.5%) -0- (0%) 1.2%
82 Devonshire Street
Boston, Massachusetts 02109
All Directors and officers as a group
(19 persons(6)(7)(8)(11)
(12)(13)(14)(15)(16) )...................... 227,148 (5.5%) 1,308,705 (91.4%) 72.0%
</TABLE>
- ------------------------
(*) Less than 1%.
(1) All shares are owned directly unless otherwise indicated. Does not include
Common Stock vested under the Company's Tax Deferred Savings Plan.
(2) Does not include shares shown in the above tables as being owned by Leonard
Luria's wife, Gloria Luria, or his three adult children, Peter and Henry
Luria and Nancy Luria-Cohen, as to all of which shares Mr. Luria, an
officer and Director of the Company, disclaims beneficial ownership.
(3) Does not include such person's contingent beneficial ownership of 29,000
shares of Class B Stock held by the trust referred to in Note (6).
(4) Does not include such person's contingent beneficial ownership of 127,457
shares of Class B Stock held by the trust referred to in Note (11).
(5) Does not include such person's contingent beneficial ownership of 29,000
shares and 28,954 shares of Class B Stock held by the trusts referred to in
Notes (6) and (7), respectively, as to which shares Peter Luria, an officer
and Director of the Company, disclaims beneficial ownership. Includes
166,667 shares of Common Stock subject to presently exercisable stock
options.
(6) Includes 29,000 shares of Class B Stock beneficially owned by Nancy
Luria-Cohen, an officer of the Company, and Henry S. Luria as Co-Trustees
under an irrevocable intervivos trust created in 1990 by Leonard Luria for
the benefit of Leonard Luria as income beneficiary and Peter Luria as
contingent remainderman.
4
<PAGE>
(7) Includes 28,954 shares of Class B Stock beneficially owned by Nancy
Luria-Cohen, an officer of the Company, and Henry S. Luria as Co-Trustees
under an irrevocable intervivos trust created in 1990 by Gloria Luria for
the benefit of Gloria Luria as income beneficiary and Peter Luria as
contingent remainderman.
(8) Includes 6,667 shares of Common Stock subject to presently exercisable
stock options, but does not include 1,800 shares of Common Stock owned by
Dan Cohen, the husband of Nancy Luria-Cohen, an officer of the Company, as
to which shares Ms. Luria-Cohen disclaims beneficial ownership.
(9) Does not include 1,800 shares of Class B Stock owned by Corinne Luria, the
wife of Henry S. Luria, as to which shares Henry S. Luria disclaims
beneficial ownership.
(10) Does not include such person's contingent beneficial ownership of 28,954
shares of Class B Stock held by the trust referred to in Note (7).
(11) Includes 127,457 shares of Class B Stock beneficially owned by Gloria
Luria, an officer of the Company, and Edwin D. Marks, a Director of the
Company, as Co-Trustees under an irrevocable intervivos trust created in
1972 by Leonard Luria for the benefit of Gloria Luria. Peter and Henry
Luria and Nancy Luria-Cohen are contingent beneficiaries of the Trust and
therefore may be deemed to be beneficial owners of the shares held by the
Trust.
(12) Includes 1,666 shares of Common Stock subject to presently exercisable
stock options.
(13) Includes 21,425 shares of Common Stock beneficially owned by Sydney A.
Luria, a Director of the Company, and Paula Caplan and Phillip Luria as
Trustees under a Trust created pursuant to the will of Lucille Luria.
(14) Does not include 200 shares of Common Stock owned by Harry Turk, the
husband of Cynthia Cohen Turk, a Director of the Company, as to which
shares Ms. Turk disclaims beneficial ownership.
(15) Includes 8,334 shares of Common Stock subject to presently exercisable
stock options.
(16) Includes 3,334 shares of Common Stock subject to presently exercisable
stock options.
(17) Based upon most recent Schedule 13G filing.
(18) Dimensional Fund Advisors, Inc. ('Dimensional'), a registered investment
advisor, is deemed to have beneficial ownership of 328,037 shares of Common
Stock of the Company as of December 31, 1993, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disdains beneficial ownership of all such
shares. Officers of Dimensional serve as officers of each such company and
have the power to vote such shares.
(19) Based upon most recent Schedule 13D filing.
5
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Generally each class
is elected every third year. Directors who are voted into a class during the
term of the class may serve less than a three year term. Furthermore, the
Articles of Incorporation of the Company require that at least 25% of the
Directors of the Company must be elected by holders of Common Stock, with the
balance of the Directors of the Company elected by the holders of Class B Stock.
Of the two Directors to be elected, one is to be elected by the holders of
the outstanding Common Stock and one is to be elected by the holders of the
outstanding Class B Stock. The persons named in the enclosed proxy will vote
shares of Common Stock for the election of the nominee named below to represent
holders of Common Stock, and shares of Class B Stock for the election of the
nominee named below to represent holders of Class B Stock, unless such proxy
directs otherwise. The nominee named below to represent holders of Common Stock
(Harry J. Diven, Jr.) and the nominee named below to represent holders of Class
B Stock (Peter P. Luria) will serve until the annual meeting of shareholders to
be held in 1998 and until their respective successors are duly elected and
qualified. The Board of Directors does not expect that any of the nominees named
in this proxy will be unable to stand for election, but, in the event that
vacancies in the slate of nominees should occur unexpectedly, the shares
represented by the proxies will be voted for substitutes chosen by the Board of
Directors.
DIRECTORS AND NOMINEES
The following table sets forth certain information with respect to each
Director and nominee for election to the Board of Directors of the Company:
<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION OR OCCUPATIONS
---- --- -------- ------- --------------------------------------
<S> <C> <C> <C> <C>
Nominee for Director Representing Holders of the Common Stock
Harry J. Diven, Jr. 70 1983 1995 Certified public accountant, private in-
vestor and financial consultant since
1979.
<CAPTION>
Nominee for Director Representing Holders of the Class B Stock
<S> <C> <C> <C> <C>
Peter P. Luria(1)(2)(3)(4)(5) 43 1978 1995 President of the Company since April 1989.
Prior to becoming President held various
positions in the Company since 1974.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION OR OCCUPATIONS
---- --- -------- ------- ------------------------------------------
<S> <C> <C> <C> <C>
Directors Representing Holders of the Common Stock
Sydney A. Luria(1) 87 1972 1997 Senior Partner in the New York City law
firm of Carb, Luria, Glassner, Cook &
Kufeld since 1963.
Cynthia Cohen Turk 42 1993 1996 President of MARKETPLACE 2000, a
consulting firm providing marketing,
strategy, product positioning and profit
improvement services, since 1990. For-
merly a partner at Deloitte & Touche. A
director of Office Depot, One Price
Clothing Stores, Inc., Loehmann's and
Spec's Music Stores, Inc., both public-
ly-traded companies.
<CAPTION>
Directors Representing Holders of the Class B Stock
<S> <C> <C> <C> <C>
Leonard Luria(1)(2)(3)(4)(5) 71 1961 1996 Chief Executive Officer and Treasurer of
the Company since 1961.
Edwin D. Marks 72 1972 1996 President and Chief Executive Officer of
Sunrise Oil Company, Inc., distributor of
fuel oil, since 1948.
Jorgen Petersen 55 1991 1997 President of Swoboda International
Manufacturing Co., Inc., an importer of
handbags and luggage since 1981. Formerly
President of the United States division of
Consumers Distributing Ltd., Inc., a
Canadian based catalog showroom retailer.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION OR OCCUPATIONS
---- --- -------- ------- ------------------------------------------
<S> <C> <C> <C> <C>
Jeremy R. Serwer(1)(2) 46 1992 1997 President of The Serwer Company, a
consulting company to retailers and de-
velopers on leasing matters since Feb-
ruary 1993. Formerly President of Factory
Merchants Malls, Inc., an owner and
operator of outlet shopping centers, and
Executive Vice President of its parent,
Angeles Corporation, a real estate
management company, from September 1991
until December 1992. Prior to that, Vice
President and General Manager, Retail
Stores Division, of The William Carter
Company, a manufacturer of children's
apparel and accessories, from April 1982
until August 1991.
</TABLE>
- ------------------------
(1) Sydney A. Luria is Leonard Luria and Jeremy Serwer's uncle and Peter Luria's
great uncle.
(2) Jeremy Serwer is Leonard Luria and Peter Luria's cousin.
(3) May be deemed to be a control person of the Company by virtue of his stock
ownership. See 'Security Ownership of Certain Beneficial Owners and
Management.'
(4) Peter P. Luria is the son of Leonard Luria.
(5) Member of Executive Committee of the Board of Directors.
COMMITTEES
The principal standing committees of the Board of Directors include the
following:
Audit Committee. The Audit Committee was established by the Board of
Directors in March 1981 and is currently comprised of Harry J. Diven, Jr.
(Chairman), Sydney A. Luria, Jeremy R. Serwer and Cynthia Cohen-Turk. The Audit
Committee meets with management regarding the internal controls of the Company
and the objectivity of its financial reporting. The Committee also meets with
the Company's independent auditors and with appropriate Company financial
personnel concerning these matters. Other functions of the Audit Committee
include recommending to the Directors the appointment of the independent
auditors and reviewing the Company's audited financial statements and the
auditors' report thereon with the auditors and the Company's management. The
Audit Committee met twice during the fiscal year ended January 28, 1995.
Compensation and Stock Option Committee. The Compensation and Stock Option
Committee was established by the Board of Directors in June 1993 and combines
the functions of the Compensation Committee and the Stock Option Committee, each
of which was originally established in March 1981. The
8
<PAGE>
Compensation and Stock Option Committee is currently comprised of Harold Wolfson
(Chairman), Edwin D. Marks and Jorgen Petersen. Mr. Wolfson's term as Director
expires in June 1995. The Compensation and Stock Option Committee's
responsibilities consist of recommending, reviewing and approving the salary and
fringe benefits policies of the Company, reviewing compensation policies for
Directors and reviewing and approving the compensation of officers of the
Company. The Compensation and Stock Option Committee also recommends and
approves stock awards and option grants under the Company's employee benefit
plans, including the 1992 Stock Option Plan, and recommends amendments to such
plans, subject to approval by the Board of Directors. The Compensation and Stock
Option Committee met twice during the fiscal year ended January 28, 1995.
Nominating Committee. The Nominating Committee was established by the
Board of Directors in June 1993 and is currently comprised of Peter P. Luria
(Chairman), Harry J. Diven, Jr. and Leonard Luria. The Nominating Committee
considers and recommends to the Board of Directors a slate of nominees for
election as directors of the Company at the annual meeting of the Company's
stockholders and, when vacancies occur, candidates for election by the Board of
Directors. In addition, the Nominating Committee from time to time evaluates the
size and composition of the Board of Directors and makes recommendations to the
Board of Directors with respect thereto. Although the Nominating Committee does
not solicit suggestions for nominees, the committee will consider nominees
recommended by security holders if such recommendations are accompanied by
biographical data and sent to the Company's Secretary. The Nominating Committee
did not meet in 1994.
ADDITIONAL INFORMATION CONCERNING DIRECTORS
Each Director who is neither an officer nor employee of the Company
receives a fee of $3,000 per year. In addition, such Directors are reimbursed
for attendance at quarterly meetings in an amount of $500 per meeting and are
reimbursed for out-of-pocket expenses incurred by them in attending Board or
committee meetings. Harry J. Diven, Jr., the Chairman of the Audit Committee,
receives an additional $1,000 per quarter as reimbursement for quarterly visits
to the Company. Pursuant to the 1993 Directors' Stock Option Plan, non-employee
directors are granted options to purchase 1,000 shares of Common Stock, after
each annual meeting of the Company, provided that the Company recognized a net
profit during the preceding fiscal year.
The Board of Directors of the Company held a total of five meetings during
the fiscal year ended January 28, 1995. Each Director attended at least 75% of
the aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of the committees on which he served.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation awarded to, earned by or paid
to each of the Company's Chief Executive Officer and the four most highly
compensated executive officers during fiscal 1995 other than the Chief Executive
Officer who were serving as executive officers at the end of fiscal 1995.
Information is also included for one former executive officer who was employed
by the Company during fiscal 1995, but not at the end of fiscal 1995.
Information with respect to salary, bonus, other annual compensation, options
and LTIP Payouts is included for the 1993, 1994 and 1995 fiscal years. The
Company has not granted any restricted stock awards or stock appreciation
rights, nor paid compensation that would qualify as 'All Other Compensation.'
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ -----------------------
AWARDS PAYOUTS
OTHER ANNUAL ------- ------------
SALARY BONUS COMPENSATION OPTIONS LTIP PAYOUTS
NAME AND PRINCIPAL POSITION FISCAL YEAR ($) ($)(1) ($)(2) (NUMBER) ($)
- --------------------------- ----------- -------- ------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
LEONARD LURIA 1995 $339,423 $ -- $ 2,310 -- $ --
Chairman, Chief Executive 1994 400,000 -- 2,249 -- --
Officer and Treasurer 1993 450,000 -- 2,182 -- --
PETER P. LURIA 1995 $300,000 $ -- $ 4,443 50,000 $ --
President 1994 282,692 75,000 2,249 -- --
1993 200,000 66,600 2,182 100,000 --
DUANE R. WOLTER 1995 $206,478 $ -- $ -- -- $ --
Senior Vice President 1994 7,692(3) -- -- 15,000 --
1993 -- -- -- -- --
JOSEPH BOMBARA(4) 1995 $179,362 $ -- $ -- -- $ --
Vice President 1994 107,692 10,000 -- 10,000 --
1993 -- -- -- -- --
JEFFREY BAYER 1995 $160,000 $ -- $ 3,653 10,000 $ 4,875(5)
Senior Vice President 1994 154,231 10,000 2,249 -- 6,438(5)
1993 140,000 20,000 2,100 10,000 3,438(5)
RICHARD LIEBMAN 1995 $116,036 $ -- $ 964 5,000 $ --
Vice President 1994 115,961 5,000 -- -- --
1993 111,346 7,500 -- 5,000 --
</TABLE>
- ------------------------
(1) Reflects bonus earned in the fiscal year, although paid in the next fiscal
year.
(2) Represents the Company's matching contributions to the Tax Deferred Savings
Plan in equivalent shares of Common Stock. Does not include the dollar value
of personal benefits, such as the cost of automobiles and health insurance,
the aggregate value of which for each named executive officer was less than
10% of such executive officer's salary and bonus.
(3) Mr. Wolter's employment with the Company commenced in January 1994.
(4) Mr. Bombara's employment with the Company ended in November 1994.
(5) Represents the dollar value of stock awards in equivalent shares of Common
Stock delivered to participants in the Company's Stock Bonus Plan during
fiscal 1993.
10
<PAGE>
OPTION GRANTS TABLE
The following table sets forth certain information concerning grants of
stock options made during the 1995 fiscal year to the named executive officers
and one former executive officer. All stock options granted to such persons
during the 1995 fiscal year were granted pursuant to the Company's 1992 Stock
Option Plan.
OPTION GRANTS DURING 1995 FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATE
---------------------------------------------------------------------------- OF STOCK PRICE
NUMBER OF SECURITIES APPRECIATION
UNDERLYING % OF TOTAL OPTIONS FOR OPTION TERM(2)
OPTIONS GRANTED GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION ------------------------------
NAME (NUMBER) IN FISCAL YEAR 1995 PER SHARE DATE 5%($) 10%($)
- ---- -------------------- -------------------- -------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Luria 0 0.0% $ 0.00 N/A $ 0 $ 0
Peter P. Luria 50,000 41.6 9.625 4/7/99 133,000 293,800
Duane Wolter 0 0.0 0.00 N/A 0 0
Joseph Bombara 10,000 8.3 9.625 4/7/99 26,600 58,800
Jeffrey Bayer 10,000 8.3 9.625 4/7/99 26,600 58,800
Richard Liebman 5,000 4.1 9.625 4/7/99 13,300 29,400
</TABLE>
- ------------------------
(1) No stock appreciation rights were granted.
(2) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions providing for termination
of the option following termination of employment, nontransferability or
vesting or the potential exercise of options and sale of the underlying
shares prior to expiration of the term.
11
<PAGE>
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning the exercise
of stock options and unexercised stock options held by the named executive
officers and one former executive officer during and as of the end of the 1995
fiscal year. No stock appreciation rights have been granted or are outstanding.
OPTION EXERCISES AND OPTION VALUES DURING 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 1995 AT 1995
FISCAL YEAR END FISCAL YEAR END
SHARES ACQUIRED (NUMBER) ($)(1)
ON EXERCISE VALUE REALIZED ------------------------------ ----------------------------
NAME (NUMBER) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Luria 0 $ 0.00 0 0 $ 0 $ 0
Peter P. Luria 0 0.00 166,667 58,333 0 0
Duane Wolter 0 0.00 0 15,000 0 0
Joseph Bombara 0 0.00 0 20,000 0 0
Jeffrey Bayer 0 0.00 8,334 20,000 0 0
Richard Liebman 0 0.00 3,334 10,000 0 0
</TABLE>
- ------------------------
(1) The closing price for the Company's Common Stock as reported by the New York
Stock Exchange on January 28, 1995 was $6.50. All options shown on this
table have an exercise price in excess of $6.50.
CERTAIN TRANSACTIONS WITH MANAGEMENT
During the fiscal year ended January 28, 1995, the Company leased its store
facility at 980 S.W. 1st Street, Miami, Florida, from a partnership in which
Leonard Luria, an officer, Director and principal shareholder of the Company,
has a 60% interest. During the fiscal year ended January 28, 1995, the Company
paid basic rent under the lease of $63,222. In addition, the Company is
obligated to pay real estate taxes, assessments and other governmental charges
and insurance in connection with the leased premises.
During the fiscal year ended January 28, 1995, the Company leased its store
facility at 14600 Biscayne Boulevard, North Miami, Florida, from a partnership
in which Gloria Luria, an officer and principal shareholder of the Company, has
a 60% interest. During the fiscal year ended January 28, 1995, the Company paid
basic rent under the lease of $14,175. In addition, the Company is obligated to
pay real estate taxes, assessments and other governmental charges and insurance
in connection with the leased premises. The lease was terminated in August 1994.
During the fiscal year ended January 28, 1995, the Company leased its store
facility located at 6411 Taft Street, Hollywood, Florida, from a partnership in
which Gloria Luria, an officer and principal shareholder of the Company, has a
70% interest. During the fiscal year ended January 28, 1995, the
12
<PAGE>
Company paid basic rent under the leases of $85,087. In addition, the Company is
obligated to pay real estate taxes, assessments and other governmental charges
and insurance in connection with the leased premises.
The Company believes that the rent charged and to be charged under each
lease described above is at a rate that is comparable to that paid under leases
of similar properties in the same general location as the properties described
and that the terms of each such lease are at least as favorable to the Company
as could be obtained from an unaffiliated party.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
(the 'SEC') initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the fiscal year ended January 28, 1995 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that one report was filed late by
Leonard Luria.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation program for executive officers is administered
by the Compensation and Stock Option Committee (the 'Committee') of the Board of
Directors, which is composed of Harold Wolfson, Edwin D. Marks and Jorgen
Petersen. Compensation of executive officers of the Company, other than the
Chief Executive Officer and the President, is based upon recommendations made to
the Committee by the Executive Committee. The Executive Committee currently
consists of Leonard Luria, the Company's Chief Executive Officer, and Peter P.
Luria, the Company's President.
The Committee focuses on (i) attracting and retaining key executive
officers; (ii) individual and Company performance, both short-term and
long-term; (iii) relating performance and responsibilities to compensation; and
(iv) providing incentives to management based upon performance. Benefits
provided to management through stock option incentives are generally consistent
with shareholder return. In reviewing Company performance the Committee gives
primary consideration to sales and earnings and evaluates strategic planning and
the Company's progress in that regard. The Committee also takes into
consideration external economic factors that affect results of operations. The
Committee's analysis of the foregoing factors is by nature subjective. The
Committee strives to maintain compensation within the market range. In making
this analysis, the Committee focuses on the Company's niche in the market and
views the Company as the largest specialty discount retailer in Florida. The
Committee does not utilize market surveys.
13
<PAGE>
Salaries of executive officers are based primarily upon position with the
Company, the person's responsibilities and importance to the Company, agreements
with the Company, performance and external comparisons. The Committee does not
obtain any formal analysis of or formal documentation pertaining to competitive
rates, but relies on the knowledge and experience of Committee members. This
analysis is also subjective. An executive officer's prior salary and history
with the Company is also taken into consideration. Salaries in fiscal 1994
increased from fiscal 1993 primarily after taking into consideration the
Company's revenues and earnings, progress toward its strategic plan and the
accomplishment of certain specific goals. Years of service and the Company's
stability despite adverse economic conditions were also considered. In fiscal
1994, there were also several new executive officers whose salaries were
negotiated as part of the hiring process. The Chief Executive Officer's salary
has decreased from the 1994 level.
The Chief Executive Officer's salary for fiscal 1995 represents all of his
compensation. Accordingly, he did not receive a bonus for fiscal 1995. The
Company has a formula for awarding a bonus to the President based upon the
Company's profit before taxes. A bonus is awarded if such profit is equal to or
greater than $5 million. The Committee provides bonuses to each of its executive
officers based upon the Company's results of operations and such officer's
performance. This determination is not subject to specific criteria. In
determining bonuses, consideration is also given to existing salary levels. The
Company relates bonuses to its long-term planning. Certain executive officers
whom the Committee deemed instrumental to the Company's performance received
bonuses for fiscal 1993 and 1994 because the Company made progress in
implementing its strategic plan and had positive earnings in each year,
notwithstanding a restructuring charge of $5.5 million in fiscal 1994. In fiscal
1995 no bonuses were awarded. See 'Executive Compensation--Summary Compensation
Table.'
The Committee also relates a significant portion of executive officer
compensation to long-term incentives in order to encourage long-term planning.
The 1992 Stock Option Plan provides an incentive to management through the award
of stock options at the discretion of the Committee. The amount of options
granted to any executive officer depends, to some extent, on position and salary
level, individual performance, the executive's impact on the Company and the
executive's perceived potential. As a number of options remained outstanding, a
limited number of options were granted to executive officers in 1995. Stock
options that were granted in fiscal 1995 were granted to recognize individual
performance or to provide additional incentive for the future. Options were
granted to individuals with fewer or no options outstanding and as part of
compensation packages to retain several new executive officers. In making a
determination with respect to the size of these grants, the Committee primarily
emphasized the Company's revenues and earnings and the perceived role of the
individual in connection therewith or perceived future role in operations.
Further emphasis was given to the individual's present or future role in
strategic planning. The Committee also considered what amount of options would
be necessary to provide adequate incentives to such executive officers. All of
these factors are subjective. See 'Executive Compensation-- Option Grants During
the 1995 Fiscal Year.'
Messrs. Edwin D. Marks; Jorgen Petersen and Harold Wolfson
14
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on the
Company's Common Stock over the last five fiscal years as compared to the
returns of the Standard & Poor's 500 Composite Index and the Standard & Poor's
Retail Stores-Composite Index. The graph assumes $100 was invested on January
30, 1990 in the Company's Common Stock, the Standard & Poor's Composite Index
and the Standard & Poor's Retail Stores-Composite Index, and assumes
reinvestment of dividends.
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
1990 1991 1992 1993 1994 1995
---- ------ ------ ------ ------ ------
LURIA (L.) & SON INC 100 65.28 76.39 116.67 152.78 77.78
S&P 500 INDEX 100 108.39 132.99 147.06 166.00 166.88
RETAIL STORES COMPOSITE 100 117.33 163.95 195.70 188.61 174.65
15
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has recommended the firm of KPMG Peat
Marwick as the independent auditors of the Company for the current fiscal year.
Although the appointment of KPMG Peat Marwick as the independent auditor of the
Company does not require ratification by the Company's shareholders, the Board
of Directors considers it appropriate to obtain such ratification. Accordingly,
the vote of the Company's shareholders on this matter is advisory in nature and
has no effect upon the Board of Directors' appointment of an independent
auditor, and the Board of Directors may change the Company's auditor at any time
without the approval or consent of the shareholders. The Board proposes and
unanimously recommends that the shareholders ratify the selection of KPMG Peat
Marwick by adopting the following resolution:
RESOLVED, that the appointment by the Board of Directors of this
Company of KPMG Peat Marwick as the independent auditors of this
Company for the current fiscal year be, and such appointment hereby
is, ratified, confirmed and approved.
If the shareholders do not ratify the selection of KPMG Peat Marwick by the
affirmative vote of the holders of a plurality of votes cast by the shares of
Common Stock and Class B Stock represented in person or by proxy at the Meeting,
and voting together as a class, the selection of another independent auditor
will be considered by the Board of Directors.
Representatives of KPMG Peat Marwick are expected to be present at the
Meeting and will be afforded the opportunity to make a statement if they so
desire and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Company no later than January 3,
1996, for inclusion in the Company's proxy statement and form of proxy relating
to such meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
Meeting. Should any unanticipated business properly come before the Meeting,
however, it is intended that the holders of proxies solicited hereby will vote
thereon at their discretion.
The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by mail, certain officers and employees of the
Company may solicit proxies in person or by telephone without compensation.
Brokers, banks and other custodians or fiduciaries holding shares in the names
of the nominees will be requested to forward copies of the proxy soliciting
materials to the beneficial owners of the shares and the Company will reimburse
them for expenses incurred in doing so. To assist the Company in obtaining
proxies from such brokers, banks and other custodians or fiduciaries, the
Company has engaged Corporate Investors Communications, Inc. for a fee of $5,000
plus out-of-pocket expenses.
The Company's Annual Report to its shareholders is being mailed with this
proxy statement; however, the Annual Report does not form a part of this proxy
statement or the Company's solicitation of proxies.
The above notice and proxy statement are sent by order of the Board of
Directors.
GLORIA LURIA
Secretary
Miami Lakes, Florida
May 3, 1995
16
<PAGE>
COMMON STOCK PROXY
L. LURIA & SON, INC.
5770 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of L. LURIA & SON, INC., a
Florida corporation (the 'Company'), hereby appoints LEONARD LURIA and PETER
LURIA, and each or either of them, the proxy or proxies of the undersigned, with
full power of substitution to such proxy and substitute, to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at the Davis Cup Room,
Don Shula's Hotel, Main Street, Miami Lakes, Florida 33014, at 9:00 A.M., local
time, June 1, 1995, and at all adjournments thereof with authority to vote said
Common Stock on the matters set forth below:
The shares of Common Stock represented by this Proxy will be voted in the
manner directed herein by the undersigned shareholder, who shall be entitled to
one vote for each share of Common Stock held. Except with regard to voting
separately as a class on the election of a director, shares of Common Stock will
vote together with shares of Class B Stock as a single class. If no direction is
made, this Proxy will be voted for each item listed below.
The Board of Directors recommends a vote FOR each proposal.
1. ELECTION OF DIRECTOR. Election of Harry J. Diven, Jr. as Director
representing holders of Common Stock, by holders of Common Stock voting
as a class.
[ ] FOR nominee listed above.
OR [ ] WITHHOLD AUTHORITY to vote for nominee listed above.
2. Ratification of appointment of KPMG Peat Marwick as the Company's
independent certified public accountants for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may be properly brought
before the meeting and each adjournment thereof.
(see reverse side)
<PAGE>
L. LURIA & SON, INC.
THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE MATTERS MENTIONED.
Dated: -----------------------, 1995
------------------------------------
(Signature)
------------------------------------
(Signature)
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THE LEFT. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS,
ATTORNEYS AND AGENTS SHOULD GIVE
THEIR FULL TITLES AND SUBMIT
EVIDENCE OF APPOINTMENT UNLESS
PREVIOUSLY FURNISHED TO THE COMPANY
OR ITS TRANSFER AGENT. ALL JOINT
OWNERS SHOULD SIGN.
PLEASE MARK, DATE, SIGN AND RETURN
USING THE ENCLOSED ENVELOPE.
YOUR PROMPT ATTENTION WILL BE
APPRECIATED.
<PAGE>
CLASS B STOCK PROXY
L. LURIA & SON, INC.
5770 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Class B Stock of L. LURIA & SON, INC., a Florida
corporation (the 'Company'), hereby appoints LEONARD LURIA and PETER LURIA, and
each or either of them, the proxy or proxies of the undersigned, with full power
of substitution to such proxy and substitute, to vote all shares of Class B
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at the Davis Cup Room, Don
Shula's Hotel, Main Street, Miami Lakes, Florida 33014, at 9:00 A.M., local
time, June 1, 1995, and at all adjournments thereof with authority to vote said
Class B Stock on the matters set forth below:
The shares of Class B Stock represented by this Proxy will be voted in the
manner directed herein by the undersigned shareholder, who shall be entitled to
ten votes for each share of Class B Stock held. Except with regard to voting
separately as a class on the election of directors, shares of Common Stock will
vote together with shares of Class B Stock without regard to class. If no
direction is made, this Proxy will be voted for each item listed below.
The Board of Directors recommends a vote FOR each proposal.
1. ELECTION OF DIRECTOR. Election of Peter P. Luria as Director representing
holders of Class B Stock, by holders of Class B Stock voting as a class.
[ ] FOR nominee listed above.
OR [ ] WITHHOLD AUTHORITY to vote for nominee listed above.
2. Ratification of appointment of KPMG Peat Marwick as the Company's independent
certified public accountants for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may be properly brought
before the meeting and each adjournment thereof.
(see reverse side)
<PAGE>
L. LURIA & SON, INC.
THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE MATTERS MENTIONED.
Dated: -----------------------, 1995
------------------------------------
(Signature)
------------------------------------
(Signature)
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THE LEFT. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS,
ATTORNEYS AND AGENTS SHOULD GIVE
THEIR FULL TITLES AND SUBMIT
EVIDENCE OF APPOINTMENT UNLESS
PREVIOUSLY FURNISHED TO THE COMPANY
OR ITS TRANSFER AGENT. ALL JOINT
OWNERS SHOULD SIGN.
PLEASE MARK, DATE, SIGN AND RETURN
USING THE ENCLOSED ENVELOPE.
YOUR PROMPT ATTENTION WILL BE
APPRECIATED.
