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PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-61155
PROSPECTUS
OCTOBER 2, 1998
PIER 1 IMPORTS
DIRECT STOCK
PURCHASE & DIVIDEND
REINVESTMENT PLAN
[PICTURE OF FRONT OF PIER ONE STORE APPEARS HERE]
Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
Page
Pier 1 Imports Direct Stock Purchase and Dividend Reinvestment
Plan .............................................................. 1
Pier 1 Imports, Inc. ................................................. 1
The Plan:
Summary of the Plan ............................................... 1
Administrator of the Plan ......................................... 2
Inquiries: The Administrator ...................................... 2
Enrollment ........................................................ 2
Investment Options:
Dividend Reinvestment ........................................... 3
Optional Cash Investments ....................................... 3
Purchase of Shares for the Plan ................................... 4
Sale of Shares for the Plan ....................................... 4
Safekeeping of your Stock Certificates ............................ 5
Gifts or Transfers of Shares ...................................... 5
Book Entry and Issuance of Certificates ........................... 6
Closing Your Account .............................................. 6
Plan Service Fees ................................................. 6
Tracking Your Investments ......................................... 7
U.S. Federal Income Tax Information ............................... 7
Miscellaneous:
Available Information/ Incorporation of Documents by
Reference ....................................................... 8
Stock Splits, Stock Dividends and Other Distributions.............. 8
Voting of Proxies ................................................. 8
Responsibility of Administrator and the Company ................... 8
Plan Modification or Termination .................................. 9
Change of Eligibility; Termination ................................ 9
Foreign Participation ............................................. 9
Legal Matters ..................................................... 9
Independent Public Auditors ....................................... 9
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PIER 1 IMPORTS DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
This Prospectus describes the Pier 1 Imports Direct Stock Purchase and Dividend
Reinvestment Plan (the "Plan"), effective August 5, 1998. The Plan promotes
long-term ownership of the common stock (the "Common Stock") of Pier 1 Imports,
Inc. (the "Company") by offering:
o A convenient and economical means to own shares of Common Stock;
o The opportunity to reinvest dividends in Common Stock; and
o An alternative to traditional methods of buying, holding and selling
Common Stock.
You do not have to be a current shareholder of the Company to participate in the
Plan. You may purchase your initial shares of the Common Stock through the Plan,
by making an initial investment of at least $500, but not more than $5,000,
which includes an enrollment fee of $10.
PIER 1 IMPORTS, INC.
Pier 1 Imports is North America's largest specialty retailer of imported
decorative home furnishings, gifts and related items with over 750 stores in 47
states, Puerto Rico, Canada, the United Kingdom, Japan and Mexico. The Company
directly imports merchandise from over 50 countries around the world and designs
proprietary assortments that become Pier 1 Imports offerings. The Company's
principal executive offices are located at 301 Commerce Street, Suite 600, Fort
Worth, TX 76102, and the Company's telephone number at such address is (817)
252-8000. The Company maintains a website at http://www.pier1.com.
SUMMARY OF THE PLAN
o ENROLLMENT: Investors, who are not currently shareholders of the Company,
may join the Plan by making an initial investment of at least $500, but not
more than $5,000, which includes an enrollment fee of $10. Existing
shareholders, whose Common Stock is registered in their name, may
participate by submitting a completed Enrollment Form. If your shares of
Common Stock are held in a brokerage account, you may participate by
registering some or all of your shares in your name and submitting a
completed Enrollment Form. The $10 enrollment fee does not apply to existing
shareholders who join the Plan.
o REINVESTMENT OF DIVIDENDS: You may reinvest all or a portion of your cash
dividends toward the purchase of additional shares of Common Stock without
paying trading fees. Full investment of your cash dividends is possible
because the Company pays dividends on both whole shares and fractional
shares and will credit your account with both whole and fractional shares.
In order to take advantage of the dividend reinvestment option, you must
reinvest the dividends on at least 10 shares.
o OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you may buy
additional shares of Common Stock without paying any fees. You may purchase
as little as $50 or up to $5,000 monthly and either pay by check or have
your payment automatically withdrawn from your bank account.
o SAFEKEEPING OF CERTIFICATES: You may deposit your Common Stock certificates
with the Plan Administrator for safekeeping in book entry form at no cost to
you. At any time, you may request withdrawal of any or all of your whole
shares of Common Stock free of charge and, at your option, either a
certificate for your shares will be sent to you or the shares will be
transferred to a brokerage firm designated by you.
o GIFTS OR TRANSFERS OF SHARES: You may give or transfer your shares of Common
Stock to others.
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o SELL SHARES CONVENIENTLY: If you choose to sell Common Stock held in your
Plan account or any other book entry shares, you will pay fees lower than
those typically charged by stockbrokers. A transaction fee of $15.00, plus
$0.12 per share, will be deducted from the proceeds.
o TRACKING YOUR INVESTMENT: You will receive a statement or a notification
after each transaction. Statements provide the details of the transaction
and show the share balance in your Plan account.
ADMINISTRATOR OF THE PLAN
Pier 1 Imports has designated The Chase Manhattan Bank to administer the Plan
and act as Agent for Plan participants. The Chase Manhattan Bank has designated
its affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities
Inc., and other agents to perform certain services for the Plan. These companies
will purchase and hold shares for Plan participants, keep records, send
statements and perform other duties required by the Plan.
The Administrator may be contacted as detailed below.
INQUIRIES: THE ADMINISTRATOR
For information about the Pier 1 Imports Direct Stock Purchase and Dividend
Reinvestment Plan:
Call the Administrator: 1-888-884-8086
E-mail: [email protected]
Written requests and notices should be mailed as follows:
Send correspondence and all requests Send Optional Cash Investments
except Optional Cash Investments to: (with the stub on your
statement) to:
ChaseMellon Shareholder Services ChaseMellon Shareholder Services
Investment Services Investment Services
P.O. Box 3338 P.O. Box 382009
South Hackensack, NJ 07606-1938 Pittsburgh, PA 15250-8009
ENROLLMENT
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.
o IF YOU DO NOT CURRENTLY OWN ANY PIER 1 IMPORTS COMMON STOCK, you may join
the Plan by making an initial investment of at least $500, but not more than
$5,000. To get started in the Plan, return a completed Enrollment Form to
the Administrator along with your check or money order payable to Pier 1
Imports, Inc. A $10 enrollment fee will be deducted from your initial
investment. The Administrator will arrange for the purchase of shares for
your account but you will not receive interest on amounts held pending
investment. Please allow two weeks for your account to be established,
initial shares to be purchased and a statement mailed to you. See "Purchase
of Shares for the Plan" on page 4.
o IF YOU ALREADY OWN PIER 1 IMPORTS COMMON STOCK AND THE SHARES ARE REGISTERED
IN YOUR NAME, you may join the Plan by returning a completed Enrollment Form
to the Administrator.
o IF YOU OWN SHARES OF PIER 1 IMPORTS COMMON STOCK THAT ARE HELD IN A
BROKERAGE, BANK OR OTHER INTERMEDIARY ACCOUNT, and you wish to participate
in the Plan, you should direct your broker, bank, or trustee to register
some or all of your shares of Common Stock directly in your name. You may
then get started in the Plan by returning a completed Enrollment Form to the
Administrator.
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INVESTMENT OPTIONS
Once enrolled in the Plan, you have the following choices:
o DIVIDEND REINVESTMENT: You may choose to reinvest all or a portion of the
cash dividends paid on your shares held in the Plan toward the purchase of
additional shares of Common Stock. To participate in the reinvestment
feature of the Plan, you must elect to reinvest the dividends on a minimum
of 10 shares. If the number of shares on which dividends are reinvested
falls below 10 shares, you will receive a check for the full amount of the
dividend. You may change your dividend reinvestment election at any time by
notifying the Administrator in writing. For a particular dividend to be
reinvested, your notification must be received prior to the record date for
that dividend. (The record date is normally 14 days prior to the payment
date.) You may, of course, choose not to reinvest any of your dividends, in
which case the Administrator will remit any dividends to you by check or
automatic deposit.
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the
Enrollment Form:
Full Dividend Reinvestment: Purchase additional shares by reinvesting
all of your cash dividends.
Partial Dividend Reinvestment: Reinvest dividends based on the
percentage of shares you specify and receive a cash dividend on all
remaining shares.
Deposit Cash Dividends Electronically: If you choose partial dividend
reinvestment, you may have all of your cash dividends deposited
directly into your bank account instead of receiving a check by mail __
just complete the appropriate sections of the Enrollment Form or notify
the Administrator. Direct Deposit Authorization Forms will be acted
upon as soon as practical after they are received. You may change your
designated bank account for direct deposit or discontinue this feature
by notifying the Administrator in writing.
If you do not indicate a preference, dividends on the shares held in your
Plan account on the dividend record date will be reinvested in additional
shares of Common Stock on the dividend payment date, provided the account
has a minimum of 10 shares.
o OPTIONAL CASH INVESTMENTS: If you already own Common Stock and are enrolled
in the Plan, you may purchase additional shares of Common Stock by using the
Plan's optional cash investment feature. Optional cash investments are
subject to a minimum purchase requirement of $50 per investment and a
maximum of $5,000 monthly. Interest will not be paid on amounts held pending
investment.
By Check or Money Order: You may make optional cash investments by
sending a check or money order payable to Pier 1 Imports, Inc. in U.S.
dollars, drawn on a U.S. bank. Third party checks and foreign checks
will not be accepted and will be returned to the sender. DO NOT SEND
CASH. To facilitate processing of your investment, please use the
transaction stub located on the bottom of your statement. Mail your
investment and transaction stub to the address specified on the
statement. You may not sell or withdraw shares purchased by check for a
period of 14 days from receipt of the check by the Plan. A $25 fee will
be assessed for a check that is returned for insufficient funds.
By Automatic Withdrawal from your Bank Account: If you wish to make
regular monthly purchases, you may authorize an automatic monthly
withdrawal from your bank account. This feature enables you to make
ongoing investments without writing a check. Funds will be deducted
from your account on the 16th day of each month. If this date falls on
a bank holiday or weekend, funds will be deducted on the next business
day. Purchases will be made within one week after the withdrawal.
Please allow four to six weeks for the first automatic monthly
withdrawal to be initiated. You must send written, signed instructions
to the Administrator to change or terminate automatic withdrawal.
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PURCHASE OF SHARES FOR THE PLAN
o PURCHASE INTERVALS: Upon receipt of the funds, the Administrator will invest
initial and optional cash investments in whole and fractional shares of
Common Stock as promptly as practical, but at least once each week. The
Administrator will use reinvested dividends to purchase shares as promptly
as practical after the dividend payment date, normally within one week. If
the number of shares to be purchased is sufficiently large, purchases may be
made over several days and credited to Plan accounts at the end of the
purchase period. In the unlikely event that, due to unusual market
conditions, the Administrator is unable to invest the funds within 35 days,
the Administrator will return funds to you by check.
o SOURCE AND PRICING OF SHARES: The Administrator may buy Common Stock in the
public markets or in privately negotiated transactions. The Administrator
may also buy Common Stock directly from Pier 1 Imports from authorized but
unissued shares or treasury shares.
Shares Purchased in the Open Market: If the shares are purchased in the
open market, your price per share will be the weighted average price of
shares purchased for Plan accounts during that purchase period. Trading
fees and commissions incurred by the Plan for purchases will be paid by
Pier 1 Imports and will be reported to you as taxable income. All
fractional shares are calculated to four decimals and are credited to
your account.
Shares Purchased from Pier 1 Imports: If the shares are purchased from
Pier 1 Imports, your price per share for initial and optional cash
investments will be the average of the daily high and low sale prices
quoted for New York Stock Exchange ("NYSE") Composite Transactions on
the day the shares are purchased. For quarterly reinvestment of
dividends, your price per share will be the average of the daily high
and low sale prices quoted for NYSE Composite Transactions for the
three-day period surrounding the dividend payment date. If there is no
trading of Common Stock on the NYSE for a substantial period of time
during a pricing period, then the price per share will be determined by
Pier 1 Imports on the basis of market quotations that it considers
appropriate.
o TIMING AND CONTROL: Because the Administrator will arrange for the purchase
of shares on behalf of the Plan, neither the Company nor any participant in
the Plan has the authority or power to control either the timing or pricing
of shares purchased or the selection of the broker making the purchases.
Therefore, you will not be able to precisely time your purchases through the
Plan, and will bear the market risk associated with fluctuations in the
price of the Common Stock. That is, if you send in an initial or optional
cash investment, it is possible that the market price of the Common Stock
could go up or down before purchase for your account is made. You will not
earn interest on initial or optional cash investments which are held pending
the purchase of the Common Stock.
SALE OF SHARES FOR THE PLAN
o SALES INTERVALS AND PRICING OF SHARES: You may sell any number of shares
held in your Plan account, or any other eligible book entry shares, at any
time by notifying the Administrator. The Administrator will arrange for
sales to be made at least weekly. Sales may be made more frequently if
volume dictates. The sale price will be the weighted average price of all
shares sold for Plan participants during that period. You will receive the
proceeds of the sale less a sales transaction fee of $15 plus a per share
charge, and any required tax withholdings. See "Plan Service Fees" on page
6.
You may choose to sell your shares through a stockbroker of your choice, in
which case prior to such sale you would need to request the Administrator to
electronically transfer your shares to your stockbroker or request the
issuance to you of a certificate for your shares. See "Book Entry and
Issuance of Certificates" on page 6.
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Please note that if your total holdings fall below one share, the
Administrator may liquidate the fractional share based on the current market
value, remit the proceeds to you, less applicable sales fees, and close your
Plan account.
o TIMING AND CONTROL: Because the Administrator will arrange to sell the
shares on behalf of the Plan, neither the Company nor any participant in the
Plan has the authority or power to control either the timing or pricing of
shares sold or the selection of the broker making the sales. Therefore, you
will not be able to precisely time your sales through the Plan, and will
bear the market risk associated with fluctuations in the price of the Common
Stock. That is, if you send in a request to sell shares, it is possible that
the market price of the Common Stock could go down or up before a sale of
shares held in your account is made. You will not receive interest on sales
proceeds held pending disbursement to you.
SAFEKEEPING OF YOUR STOCK CERTIFICATES
If you own Common Stock in certificated form, you may deposit your certificates
for those shares with the Administrator for safekeeping in book entry form, free
of charge. This is beneficial to you because you no longer bear the risk and
cost associated with the loss, theft, or destruction of stock certificates. With
these shares, you have the option of receiving cash dividends, reinvesting your
dividends (provided that you reinvest the dividends on a minimum of 10 shares)
or taking advantage of the sale of shares feature of the Plan. At any time, you
may request the reissuance of a certificate for any or all of these shares or
the transfer of them to a brokerage firm designated by you. See "Book Entry and
Issuance of Certificates" on page 6.
To use the safekeeping service, send your certificates to the Administrator by
registered mail with written instructions to deposit them in safekeeping. If you
use registered mail, upon receipt by the Administrator, your certificates will
be automatically covered by an Administrator blanket bond up to the first
$100,000 of value. DO NOT endorse the certificates or complete the assignment
section.
GIFTS OR TRANSFERS OF SHARES
You may give or transfer Common Stock to anyone you choose by:
o Making an initial cash investment of $500, but not more than $5,000, to
establish an account in the recipient's name; or
o Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $50 per investment nor more than
$5,000 in the aggregate for the recipient's Plan account in any calendar
month; or
o Transferring shares from your account to the recipient's account. You must
transfer a whole number of shares unless you transfer your entire account.
You may transfer shares to new or existing shareholders.
The Administrator will automatically place all such new accounts in full
dividend reinvestment status, providing the new account has a minimum of 10
shares. New participants, at their discretion, may elect partial dividend
reinvestment by notifying the Administrator in writing.
If you participate in dividend reinvestment and you request either to transfer
all of your shares or make a partial sale and transfer the balance of your
shares and your request is received between the ex-dividend date and the
dividend record date, the processing of your request may be delayed up to four
weeks until your account is credited with the reinvested dividends.
For any transfer of shares, you must have your signature guaranteed by a
financial institution participating in the Medallion Guarantee program. The
Medallion Guarantee program ensures that the individual signing the transfer
authorization is in fact the registered owner of the Plan account appearing on
the stock certificate or stock power.
If you need additional assistance, please call the Administrator at
1-888-884-8086.
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BOOK ENTRY AND ISSUANCE OF CERTIFICATES
Shares of Common Stock that you buy under the Plan or deposit for safekeeping
will be maintained in book entry form. You may withdraw all or some of the
shares by notifying the Administrator in writing.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less applicable sales fees) for the
current market value of the fractional share will be mailed to you. You should
receive your certificate within two to three weeks of mailing your request.
Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is to be issued in a name other
than your Plan account registration, the signature on the withdrawal
instructions must be guaranteed by a financial institution participating in the
Medallion Guarantee program, as described above.
CLOSING YOUR ACCOUNT
You may close your account at any time by notifying the Administrator. Your
account will be closed within four business days after receipt of your written
instructions. When your account is closed, the Administrator will send you
certificates representing all of the whole shares in your account and a check
for any fractional share based on the current market value net of applicable
sales fees. Alternatively, you may request that the shares be transferred to a
brokerage firm designated by you.
You may also close your account by directing the Administrator to sell any or
all of the shares in your account and send you a check for the proceeds, net of
applicable sales fees. You will not receive interest on sales proceeds held
pending disbursement.
To close an account on the death of a sole account holder, the executor should
contact the Administrator for specific instructions. (See page 2 for contact
information).
If you end dividend reinvestment, notice must be received by the Administrator
four days prior to a dividend record date to avoid reinvestment of the current
dividend or a delay in receipt of your shares and/or cash. After your account is
closed, dividends on any shares of Common Stock you hold will be sent to you at
the address you provide, or automatically deposited in your bank account in
accordance with your instructions.
PLAN SERVICE FEES
<TABLE>
<S> <C>
Enrollment Fee for New Investors................................$10.00 per account enrollment
Purchase of Shares..................................................................No Charge
Sale of Shares (Partial or Full):
Transaction Fee.........................$15.00 per sale transaction plus $0.12 per share
Reinvestment of Dividends...........................................................No Charge
Optional Cash Investments via Check or Automatic Investment.........................No Charge
Gift or Transfer of Shares..........................................................No Charge
Safekeeping of Stock Certificates...................................................No Charge
Certificate Issuance................................................................No Charge
Returned Checks..............................................................$25.00 per check
Duplicate Statements:
Current Year...................................................................No Charge
Prior Year(s)................................................$20.00 flat fee per request
</TABLE>
The Administrator will deduct the applicable fees from the initial or subsequent
investments or proceeds from a sale.
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TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, the Administrator will mail you a
quarterly statement showing all transactions (shares, amounts invested, purchase
prices) for your account including year-to-date and other account information.
Supplemental statements or notices will be sent when you make an initial or
optional cash investment or a deposit, transfer or withdrawal of shares.
If you do not participate in dividend reinvestment, the Administrator will mail
you a statement or notice confirming any transactions you make. If you continue
to be enrolled in the Plan, but have no transactions, the Administrator will
mail you an annual statement.
You should retain your statements to establish the cost basis of shares
purchased under the plan for income tax and other purposes.
Please promptly notify the Administrator of any change in address since all
notices, statements and reports will be mailed to your address of record.
U.S. FEDERAL INCOME TAX INFORMATION
Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. You will receive
an annual statement (Form 1099-DIV) from the Administrator indicating the amount
of reinvested dividends reported by the Company to the U.S. Internal Revenue
Service as dividend income attributable to you. The annual statement to the U.S.
Internal Revenue Service will also reflect as income received by you any trading
fees or commissions paid by the Company on your behalf for purchases of shares.
For shares purchased by dividend reinvestment, you will have a basis in your
shares for U.S. federal income tax purposes equal to the price per share
reported to you by the Administrator, which will represent your reinvested
dividend income and any income reported to you for trading fees or commissions
paid by the Company on your behalf. Shares purchased as a result of the optional
cash investment option under the Plan will have a U.S. federal income tax basis
equal to the cash you invest plus any taxable income reported to you for trading
fees or commissions paid by the Company on your behalf in connection with the
purchases.
You will not recognize gain or loss for U.S. federal income tax purposes upon
the transfer of shares to the Plan or the withdrawal of whole shares from the
Plan. You will, however, generally recognize gain or loss upon the sale of
shares (including the receipt of cash for fractional shares) held in the Plan.
The amount of any gain or loss you recognize upon the sale of shares will be
determined by comparing the amount realized (selling price less commissions) to
your tax basis in the shares.
As part of your Enrollment Form, the Administrator will provide you with U.S.
Internal Revenue Service Form W-9 for you to provide your taxpayer
identification number ("TIN") to the Administrator so that reinvested dividends
attributable to you will not be subject to a backup withholding tax of 31%. Plan
participants who are non-resident aliens or non-U.S. corporations, partnerships
or other entities (each a "Foreign Plan Participant") may avoid backup
withholding by either providing the Administrator with their TIN or completing
U.S. Internal Revenue Service Form W-8, "Certificate of Foreign Status." If a
Plan Participant is subject to backup withholding, the amount of dividends
credited to such Plan Participant's account for reinvestment will be reduced by
the amount of the backup withholding tax.
A Foreign Plan Participant, not subject to backup withholding, will be subject
to a withholding tax of 30%, unless the Administrator has received from such
Foreign Plan Participant documentation substantiating entitlement to either an
exemption from, or a reduced rate of, withholding tax. The appropriate U.S.
Internal Revenue Service forms to provide such documentation to the
Administrator will be included as part of the Enrollment Form of a Foreign Plan
Participant. The most common form of entitlement to a reduced rate of
withholding tax will be due to bilateral income treaties of the U.S. The amount
of dividends credited to a Foreign Plan Participant's account for reinvestment
will be reduced by the amount of the applicable withholding tax.
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The foregoing is only a brief summary of applicable federal income tax
provisions and should not be relied upon as being a complete statement nor as
including all of the tax considerations that may be relevant to a participant in
the Plan. Therefore, you are urged to consult your tax advisors regarding the
consequences of participation in the Plan.
MISCELLANEOUS
Available Information/ Incorporation of Documents by Reference
Pier 1 Imports files annual, quarterly and other reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any of these reports, statements or other information at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The Company's SEC filings are also
available from commercial document retrieval services, on the Company's website
at "http://www.pier1.com", and on the website maintained by the SEC at
"http://www.sec.gov."
The SEC allows the Company to "incorporate by reference" the information it
files with the SEC, which means that the Company can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information filed with the SEC will update and supersede this information. The
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the Plan
is terminated comprise the incorporated documents:
(a) Annual Report on Form 10-K for the fiscal year ended February 28, 1998;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended May 30,
1998;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B, filed September 17, 1986; and
(d) The description of the Rights to purchase Common Stock contained in
the Company's Registration Statement on Form 8-A, dated December 20,
1994.
Upon request the Company will provide, without charge, a copy of any or all of
the documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to Pier 1
Imports Investor Relations, 301 Commerce St., Suite 600, Fort Worth, Texas 76102
(Telephone: 1-888-80PIER1).
The Company is not making an offer to sell stock in any state or country where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover of the
prospectus.
Stock Splits, Stock Dividends and Other Distributions
In the event any dividend is paid in Common Stock, or if Common Stock is
distributed in connection with any stock split, recapitalization or similar
transaction, each account will be adjusted to reflect the receipt of the Common
Stock so paid or distributed.
Voting of Proxies
Pier 1 Imports will mail you proxy materials, including a proxy card
representing both the shares for which you hold certificates and the shares,
full and fractional, in your Plan account. The proxy will be voted as indicated
by you. If you do not return the proxy card or if you return it unsigned, none
of your shares will be voted.
Responsibility of Administrator and the Company
Neither the Company nor the Administrator will be liable for any act it does in
good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability:
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o for failure to terminate your account upon your death or adjudicated
incompetence prior to receiving written notice of such death or adjudicated
incompetence; or
o relating to purchase or sales prices reflected in your Plan account or the
dates of purchases or sales of Common Stock in your Plan account; or
o resulting from any fluctuation in the market value after purchase or sale
of shares.
The payment of dividends is at the discretion of the Company's Board of
Directors and will depend upon future earnings, the financial condition of the
Company and other factors. The Board may change the amount and timing of
dividends at any time without notice.
Neither the Company nor the Administrator can assure you a profit or protect you
against a loss on the Common Stock you purchase under the Plan.
Plan Modification or Termination
The Company reserves the right to suspend, modify or terminate the Plan at any
time. You will receive notice of any such suspension, modification or
termination. The Company and the Administrator also reserve the right to change
any administrative procedures of the Plan.
Change of Eligibility; Termination
The Company reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, the Administrator will notify the
shareholder in writing and will continue to hold all your shares but will no
longer accept optional cash investments or reinvest dividends. The Administrator
will issue a certificate to you upon written request.
Foreign Participation
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. The Company reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
Legal Matters
The validity of the securities offered hereby will be passed upon for the
Company by Kelly, Hart & Hallman (a professional corporation), Fort Worth,
Texas.
Independent Public Auditors
The consolidated financial statements and financial statement schedule of the
Company appearing in the Company's Annual Report (Form 10-K) for the year ended
February 28, 1998 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and financial statement
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
9
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