<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
EVANS, 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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on 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 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:
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<PAGE> 2
[EVANS LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 25, 1995
To the Stockholders:
The 1995 Annual Meeting of Stockholders of Evans, Inc. will be held at the
Marriott Suites Downers Grove, 1500 Opus Place, Downers Grove, Illinois, on
Tuesday, July 25, 1995, at 10:30 a.m., Central Daylight Time, for the following
purposes:
1. To elect two Class I directors to serve until the 1998 Annual Meeting of
Stockholders and one Class II director to serve until the 1996 Annual
Meeting of Stockholders.
2. To ratify the selection of Coopers & Lybrand LLP as the independent
auditors for the Company for the fiscal year ending March 2, 1996.
3. To consider and transact such other matters as may properly come before
the meeting or any adjournments thereof.
Only stockholders of record at the close of business on June 6, 1995 are
entitled to notice of and to vote at the meeting or any adjournments thereof. A
list of such stockholders will be kept at the office of the Secretary at 36
South State Street, Chicago, Illinois, during the ten days prior to the meeting.
By Order of the Board of Directors,
SAMUEL B. GARBER
Vice President,
General Counsel and Secretary
Chicago, Illinois
June 20, 1995
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN AND DATE AND PROMPTLY RETURN YOUR PROXY CARD IN
THE ENCLOSED SELF-ADDRESSED POSTAGE POSTPAID ENVELOPE REGARDLESS OF WHETHER YOU
PLAN TO ATTEND THE MEETING.
<PAGE> 3
[EVANS LOGO]
36 SOUTH STATE STREET
CHICAGO, ILLINOIS 60603
PROXY STATEMENT
FOR
1995 ANNUAL MEETING OF STOCKHOLDERS
JULY 25, 1995
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Evans, Inc. (the "Company") of proxies for use at the
Annual Meeting of Stockholders of the Company to be held at the Marriott Suites
Downers Grove, 1500 Opus Place, Downers Grove, Illinois, on Tuesday, July 25,
1995 at 10:30 a.m. Central Daylight Time for the purposes set forth in the
Notice of Annual Meeting of Stockholders. The approximate mailing date of this
material is June 20, 1995.
Shares represented by valid proxies in the form enclosed which are received
prior to the Annual Meeting will be voted in accordance with the directions
contained therein. Any proxy returned without specification as to any matter
will be voted in accordance with the recommendation of the Board of Directors. A
stockholder who attends the Meeting may vote in person rather than by proxy if
he so desires. A stockholder may revoke his proxy at any time before it is
exercised.
VOTING SECURITIES
The close of business on June 6, 1995, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. On such date, the Company had outstanding 4,918,301 shares of
Common Stock (not including 1,415,134 shares held in its treasury), each of
which is entitled to one vote on all matters voted upon at the Annual Meeting. A
majority of the outstanding shares, represented in person or by proxy, will
constitute a quorum at the Meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth the Common Stock of the Company owned as of
June 6, 1995, by persons who were known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Amount of
Name and Address Beneficial
of Beneficial Owner Ownership Percent
- ---------------------------------------------------------------------- --------- -------
<S> <C> <C>
D. B. Meltzer......................................................... 1,021,720(1) 20.8
36 South State Street
Chicago, IL 60603
Peter Cundill & Associates (Bermuda), Ltd. ........................... 1,342,854(2) 27.3
Clarendon House
Church Street
Hamilton, Bermuda
Dimensional Fund Advisors, Ltd. ...................................... 342,700 (3) 7.0
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
- ------------
(1) Including (a) 160,200 shares held in trust for benefit of Mr. Meltzer, with
the trustee and Mr. Meltzer having shared voting and investment power and
(b) 199,935 shares as to which Mr. Meltzer is discretionary life income
beneficiary and co-trustee with shared voting and investment power. Mr.
Meltzer disclaims beneficial ownership as to such shares.
2
<PAGE> 4
(2) As reported in Schedule 13D dated February 22, 1995, filed by said firm with
the Securities and Exchange Commission which report reflects sole voting
power as to 227,000 shares, shared voting power as to 658,354 shares, sole
dispositive power as to 477,354 shares and shared dispositive power as to
865,500 shares.
(3) As reported in Schedule 13G dated January 30, 1995, filed by said firm with
the Securities and Exchange Commission which report reflects sole voting
power as to 216,700 shares, shared voting power as to 126,000 shares and
sole dispositive power as to all shares.
1. ELECTION OF DIRECTORS
The Board of Directors passed a resolution effective May 26, 1995 modifying
the Company's By-laws to provide that the Board of Directors shall consist of
six directors. The Company's Restated Certificate of Incorporation provides for
the classification of the Board of Directors into three classes, as nearly equal
in number as possible, with the term of office of one class expiring each year.
Unless otherwise instructed, the enclosed proxy will be voted to elect Robert K.
Meltzer and Ernest R. Wish as Class I directors for a term of three years
expiring at the 1998 Annual Meeting of Stockholders and Patrick J. Regan as a
Class II director for a term expiring at the 1996 Annual Meeting of
Stockholders, and until their respective successors are duly elected and
qualified. If any of the nominees should become unavailable, such proxy will be
voted for a substitute nominee or nominees proposed by the Board of Directors.
Management does not anticipate that any nominee will become unavailable. Under
Section 216 of the Delaware General Corporation Law and the Company's By-laws, a
majority of the shares of the Company's Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting. In
all matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the Meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
Directors shall be elected by a plurality of the votes present in person or
presented by proxy at the Meeting and entitled to vote on the election of
directors. Abstentions are treated as votes against a proposal and broker
non-votes have no effect on the vote. Abstentions and broker non-votes are
counted for purposes of determining a quorum.
3
<PAGE> 5
The following table provides information concerning each Director and
nominee for election as a Director, and except as otherwise indicated, the
persons named in the table have sole voting and investment power with respect to
the shares of Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Amount and
Nature of
Year Beneficial Percentage
First Ownership of
Name and Became as of Outstanding
Principal Occupation(1) Age Director June 6, 1995 Common Stock
- ----------------------------------------------------- --- -------- ------------ ------------
<S> <C> <C> <C> <C>
CLASS I
NOMINEES TO SERVE UNTIL THE 1998 ANNUAL MEETING OF
STOCKHOLDERS (CLASS I)
Robert K. Meltzer.................................... 41 1981 238,144(2) 4.8
Executive Vice President and General Merchandise
Manager of the Company
Ernest R. Wish....................................... 64 1994 5,000 --
Business Consultant
CLASS II
CONTINUING DIRECTOR HAVING A TERM OF OFFICE EXPIRING
AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS (CLASS II)
Dennis S. Bookshester................................ 56 1991 1,000 --
Business Consultant; Director, Playboy Enterprises,
Inc., AMRE, Inc., Fruit of the Loom, Inc., Sundance
Homes, Inc.
Patrick J. Regan..................................... 45 103,500(3) 2.1
Executive Vice President, Chief Operating Officer,
Treasurer and Chief Financial Officer
CLASS III
CONTINUING DIRECTORS HAVING A TERM OF OFFICE EXPIRING
AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS (CLASS
III)
D. B. Meltzer........................................ 66 1960 1,021,720(4) 20.8
Chairman of the Board and Chief Executive Officer
Harold Sussman....................................... 85 1963 126,306(6) 2.6
Retired Executive Vice President of the Company(5)
All officers and directors as a group................ -- -- 1,548,170 31.5
</TABLE>
- ------------
(1) Each director has been an officer of the Company, or has been principally
employed in the capacity stated, for the past five years, with the exception
of Dennis S. Bookshester and Ernest R. Wish who in 1991 and 1994
respectively were unanimously chosen by the directors to fill the vacancies
created by the resignations of Leonard Levey and Edmond D. Cicala. Mr.
Bookshester was Chairman and Chief Executive Officer of Carson Pirie Scott &
Co.'s retail group from 1986 through 1987; a business consultant from 1988
through November 1990; and President and Chief Executive Officer of Zale
Corporation, a retail jewelry company, from December 1990 through May 1991.
Mr. Wish was a partner of Coopers & Lybrand LLP from 1965 to 1992 and a
business consultant from 1992 to 1993, and City Clerk, City of Chicago,
September, 1993 through April, 1995.
(2) Includes an option to acquire 50,000 shares and 2,000 shares held as
custodian for the benefit of Mr. Meltzer's children of which beneficial
interest is disclaimed. Robert K. Meltzer is the son of D. B. Meltzer.
(3) Includes an option to acquire 100,000 shares.
(4) See (1) under "Principal Stockholders" above.
(5) Mr. Sussman is married to the sister of the late A. L. Meltzer, father of D.
B. Meltzer.
(6) Includes 30,006 shares held by Mr. Sussman's wife and 7,200 shares held by
trusts of which Mrs. Sussman is a co-trustee, as to which beneficial
ownership is disclaimed.
4
<PAGE> 6
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors maintains an Audit Committee and a Compensation
Committee. The Company does not have a standing executive or nominating
committee or any committee performing similar functions.
The members of the Audit Committee are Messrs: Sussman (Chairman),
Bookshester and Robert K. Meltzer. The Audit Committee's primary function is to
assist in fulfilling the Board's functions relating to the Company's financial
statements, the scope of the audit, any comments made by the independent public
accountants upon the financial condition of the Company and its accounting
controls and procedures, and such other matters as the Committee deems
appropriate. The Committee held two meetings during the last fiscal year.
The Compensation Committee is comprised solely of directors who are not
employees of the Company. The Compensation Committee held two meetings during
the last fiscal year. The function of the Committee is to make recommendations
to the Board of Directors with respect to the compensation of executive officers
of the Company and the granting of stock options to selected key employees. The
members of the Compensation Committee are Messrs. Bookshester (Chairman),
Sussman and Wish.
Each director who is not an employee of the Company receives an annual fee
of $8,000. In addition, each director who is not an employee receives a meeting
fee of $1,500 for each meeting of the Board of Directors attended and $1,000 for
each committee meeting attended. Directors who are also employees of the Company
receive no remuneration for serving as directors. Each director has agreed, for
the fiscal year ending March 2, 1996, to reduce all annual, board and committee
meeting fees by ten percent. In the event the Company's pre-tax profits meet
budget, the 10 percent reduction will be restored.
The Board of Directors met five times during the fiscal year ended February
25, 1995. Each director attended at least 75% in the aggregate of the total
number of meetings of the Board of Directors and of the Committees of the Board
on which he served.
5
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's Chief
Executive Officer and the four next most highly paid executive officers for the
three fiscal years ended February 25, 1995.
<TABLE>
<CAPTION>
Annual Compensation(1)
----------------------------------------------------
Name and All Other
Principal Position Year Salary Bonus Compensation(2)
- ----------------------------------------- ---- -------- ------- ---------------
<S> <C> <C> <C> <C>
David B. Meltzer(3) 1995 $245,000 -- $ 4,032
Chairman and Chief Executive Officer 1994 245,000 -- 2,246
1993 236,495 $18,000 3,308
Patrick J. Regan(4) 1995 175,000 -- 557
Executive Vice President, 1994 175,000 -- 326
Chief Operating Officer, 1993 175,000 26,250 1,018
Treasurer and Chief Financial Officer
Robert K. Meltzer 1995 175,000 -- 326
Executive Vice President 1994 175,000 -- 326
and General Merchandise Manager 1993 175,000 26,250 1,018
Ronni Stern(5) 1995 114,583 -- 1,440
Vice President and Director of Stores 1994 125,000 -- 922
1993 125,000 18,750 1,495
John A. Sarama 1995 122,500 -- 326
Vice President Operations 1994 112,000 -- 326
1993 96,250 18,000 306
</TABLE>
- ------------
(1) The dollar value of perquisites and other personal benefits for each of the
named officers was less than the established reporting thresholds.
(2) "All Other Compensation" only includes the dollar value of insurance
premiums paid with respect to term life insurance.
(3) On June 16, 1995, Mr. David B. Meltzer resigned as Chief Executive Officer,
effective July 1, 1995, but will continue to serve as Chairman of the Board
at an annual salary of $150,000.
(4) Mr. Patrick J. Regan, in addition to being Chief Financial Officer, became
Executive Vice President and Chief Operating Officer on April 3, 1991, and
on June 16, 1995 was elected President and Chief Executive Officer effective
July 1, 1995.
(5) Ms. Ronni Stern joined the Company and was elected Vice President and
Director of Stores in September 1990 and on January 30, 1995, her employment
terminated due to restructuring of the Company's operations.
STOCK OPTION GRANTS AND EXERCISES
None of the executive officers named in the Summary Compensation Table was
granted or exercised any stock options during the fiscal year ended February 25,
1995.
6
<PAGE> 8
Set forth in the following table is information concerning unexercised
options held by the named executive officers at the end of the fiscal year ended
February 25, 1995.
<TABLE>
<CAPTION>
Number of Total Value of Unexercised
Unexercised Options at In-The-Money Options
February 25, 1995 held at February 25, 1995
--------------------------------- ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David B. Meltzer -0- -0- $-0- $-0-
Patrick J. Regan 100,000 -0- -0- -0-
Robert K. Meltzer 50,000 -0- -0- -0-
Ronni Stern(1) -0- 20,000 -0- -0-
John A. Sarama -0- -0- -0- -0-
</TABLE>
- ------------
(1) Ms. Stern relinquished her right to exercise any of her options upon
termination of employment.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any previous filings
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Report and the Performance Graph
on page 9 shall not be incorporated by reference into any of such filings.
The executive compensation program is administered by the Compensation
Committee of the Board of Directors (the Committee) which is composed of three
outside Directors, none of whom is presently an officer or employee of the
Company or any of its subsidiaries. The committee determines annual incentive
awards and long-term compensation for officers and, at least annually, makes
recommendations regarding officer salaries to the Board.
The Committee believes that corporate performance and, in turn, shareholder
value will be enhanced by a compensation system which supports and reinforces
the Company's key operating and strategic goals while aligning the financial
interests of the Company's executive officers with those of the shareholders.
The Company utilizes both short-term and long-term incentive compensation
programs to achieve this objective. These programs are tied to store, regional,
departmental and Company-wide business goals as well as individual goals. For
executive officers, the Company relies on an annual incentive program and stock
option program to align the executives' financial interests with those of its
shareholders.
The Company's compensation program for executive officers consists of a
base salary, an annual incentive bonus program and a stock option program, all
of which are tied to the Company's success in achieving financial and strategic
performance goals. The Company's performance goals are proposed by management
and are approved by the Board of Directors of the Company as part of the
Company's budgeting process.
BASE SALARY
Each year, the Committee reviews proposals by the Company's Chief Executive
Officer ("CEO") for annual base salary for the executive officers other than the
CEO. In evaluating the CEO's proposals, the Committee considers (1) the
individual executive officer's performance including evaluations thereof
provided by the CEO and (2) the Company's performance in relation to its
performance goals, which includes pre-tax earnings. The base salaries for all
executive officers were unchanged in fiscal 1995, except that Mr. Sarama's
annual base salary was increased when he assumed significantly greater
responsibilities within the organization.
BONUS OPPORTUNITIES
Commencing in March, 1995, and continuing through the balance of fiscal
1996 each executive officer of the Company has agreed to reduce his base salary
by 10%. In the event the Company's
7
<PAGE> 9
performance goals designated at the beginning of the Company's fiscal year have
been met then each executive officer will have his 10% reduction restored for
the current and ensuing year. In the event the Company's pre-tax profits do not
meet budget, then the 10% reduction will not be restored for the current or
following year. In the event the Company's pre-tax profits exceed its budgeted
pre-tax profits for the current fiscal year, executives will receive an amount
in excess of the 10% reduction. No cash bonuses were paid to executive officers
for fiscal years 1994 and 1995.
LONG-TERM STOCK RELATED INCENTIVES
The Company also has a long-term incentive program consisting of a stock
option program under which the Committee reviews and recommends proposed grants
of long-term incentive compensation in the form of stock options. The Committee
considers stock options to be an important means of insuring that senior
executives maintain their incentive to increase the profitability of the Company
and the value of the Company's stock. Whether a grant will be made to an
executive officer, and in what amount, is determined by the Committee based on
the Company's overall performance and the individual's performance. Because the
value of stock options is entirely a function of the value of the Company's
stock, the Committee believes that this component of the Company's compensation
arrangement aligns the interest of the senior executives with those of the
Company's shareholders. During fiscal 1995, no stock options were granted.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Committee determined that the compensation of David B. Meltzer, Chief
Executive Officer, for the fiscal year ended February 25, 1995, in a manner
consistent with the guidelines described above. The Committee evaluated the
Company's performance with respect to its stated budget and financial goals that
were established and agreed to by Mr. Meltzer before the start of the fiscal
year. The Committee also evaluated Mr. Meltzer's personal performance, in view
of (a) the personal goals, principally relating to new leased fur departments,
he proposed for himself as Chairman and Chief Executive Officer and (b) the
extent to which the Company exceeded its financial goals. The Committee
determined that Mr. Meltzer's performance was in line with expectations and
recommended to the Board of Directors that his salary be maintained at $245,000
per annum.
The Committee also considered the effect of Internal Revenue Code Section
162(m), which imposes a $1 million limit per year on the corporate tax deduction
for compensation paid or accrued with respect to the top five executives of a
publicly-held corporation. Performance-based compensation that meets certain
requirements will not be subject to this deduction limit. The Committee will
continue to monitor the impact of the Section 162(m) limit and to assess various
alternatives to minimize or eliminate any loss of tax deductions in future
years, provided the alternatives are consistent with the objectives of the
Company's executive compensation program.
Dennis S. Bookshester, Chairman
Harold Sussman
Ernest R. Wish
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Common Stock of the Company for the five-year
period beginning February 28, 1990 and ending February 25, 1995, with the
cumulative total return on the S&P 500 and a peer group index of Apparel
Specialty Chains over the same period (assuming the investment of $100 in the
Company's Common Stock, the S&P 500 and a peer group index on February 28, 1990,
reinvestment of all cash dividends and equalization of stock splits and
dividends).
8
<PAGE> 10
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG EVANS, INC., THE S&P 500 INDEX, AND A PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) EVANS, INC PEER GROUP S&P 500
<S> <C> <C> <C>
2/90 100 100 100
2/91 58 96 115
2/92 54 111 133
2/93 108 103 147
2/94 125 79 159
2/95 54 86 171
</TABLE>
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Evans, Inc....................................... 100 58 54 108 125 54
Peer Group....................................... 100 96 111 103 79 86
S&P 500.......................................... 100 115 133 147 159 171
</TABLE>
The Company's peer group is comprised of five other apparel specialty
chains: Ann Taylor Stores Corporation, Cache Inc., Deb Shops Inc., Fredericks of
Hollywood Inc., and Gantos Inc.
REQUIREMENTS FOR REPORTING SECURITIES OWNERSHIP
Directors, executive officers, and persons who own more than 10% of a class
of the Company's equity securities are required to file certain reports of
ownership and changes in ownership of such equity securities with the Securities
and Exchange Commission and with The National Association of Securities Dealers,
Inc., with copies to be furnished to the Company.
Based on its review of copies of such forms or written representation of
those persons received by it, the Company believes that the required reports
were properly filed with respect to fiscal 1995 transactions.
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Coopers & Lybrand LLP, who has served
as the Company's independent auditors since 1962, to audit the financial
statements of the Company for the fiscal year ending March 2, 1996 and proposes
that stockholders approve such appointment. The Company expects a representative
of Coopers & Lybrand LLP to be present at the Annual Meeting with the
opportunity to make a statement if he so desires and to be available to respond
to appropriate questions. The affirmative vote of the holders of a majority of
the shares represented in person or by proxy at the meeting is required to
ratify the selection of Coopers & Lybrand LLP.
9
<PAGE> 11
PROPOSALS OF STOCKHOLDERS FOR 1996 ANNUAL MEETING
Stockholder proposals may be submitted for inclusion in EVANS 1996 proxy
material after the 1995 Annual Meeting but no later than 5 p.m. CST on, February
22, 1996. Proposals must be in writing and sent via registered, certified or
express mail to: Office of the Secretary, Evans, Inc., 36 South State Street,
Chicago, IL 60603. Facsimile or other forms of electronic submissions will not
be accepted.
FINANCIAL STATEMENTS
The Annual Report of the Company for the fiscal year ended February 25,
1995, is enclosed herewith but does not constitute a part of the proxy
soliciting material.
OTHER MATTERS
Management knows of no other matters which may be brought before the Annual
Meeting. However, if any other matter is presented to the Meeting on which a
vote properly may be taken, the persons named in the enclosed proxy will vote
thereon in accordance with their best judgment.
The enclosed proxy is solicited by the Board of Directors of the Company.
The cost of solicitation will be borne by the Company. In addition to the
solicitation of proxies by mail, directors, officers or employees of the Company
may solicit proxies personally or by telephone or telegraph, and the Company may
request persons holding stock in their names or names of their nominees to
obtain proxies from and send proxy material to their principals and will
reimburse such persons for their expenses in doing so.
To help assure a quorum at the Annual Meeting, please sign and mail the
enclosed proxy promptly in the envelope provided. The signing of the proxy will
not prevent your attending the Meeting and voting in person, should you desire.
All stockholders are cordially invited to attend the Meeting.
By Order of the Board of Directors
SAMUEL B. GARBER
Vice President,
General Counsel and Secretary
Chicago, Illinois
June 20, 1995
10
<PAGE> 12
EVANS, INC.
PROXY FOR 1995 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints D.B. Meltzer and Harold Sussman, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
EVANS, INC., held of record by the undersigned on June 6, 1995, at the Annual
Meeting of Stockholders of Evans, Inc. scheduled to be held at the Marriott
Suites Downers Grove, 1500 Opus Place, Downers Grove, Illinois, on Tuesday,
July 25, 1995, at 10:30 a.m., Central Daylight Time, and at any adjournment
thereof:
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for proposals 1 and 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
(CONTINUED, AND TO BE DATED AND SIGNED, OVER)
<PAGE> 13
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
<TABLE>
<S><C>
For Vote Withheld For Against Abstain
1. ELECTION OF TWO CLASS I DIRECTORS, for / / / / 2. APPROVE THE SELECTION OF COOPERS / / / / / /
the term expiring at the 1998 Annual Meeting & LYBRAND LLP as the independent auditors
of Stockholders, and ONE CLASS II Director for the Company for the fiscal year
for the term expiring at the 1996 ending March 2, 1996.
Annual Meeting of Stockholders.
NOMINEES: Robert K. Meltzer, Ernest R.
Wish and Patrick J. Regan
INSTRUCTION: To withhold your vote for any
individual nominee, write that nominee's
name on the space provided below.
- ----------------------------------------------
Dated , 1995
----------------------------------
-----------------------------------------------
-----------------------------------------------
(Please sign your name exactly as shown to the
left. Joint owners should each sign. Executors,
administrators, trustees, etc. should so
indicate to when signing.)
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.
</TABLE>
