<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-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] No fee required
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
EVANS
Notice of Annual Meeting of Stockholders
To Be Held July 29, 1997
To the Stockholders of Evans, Inc.:
The 1997 Annual Meeting to Stockholders of Evans, Inc. will be held at the
Marriott Suites Downers Grove, 1500 Opus Place, Downers Grove, Illinois, on
Tuesday, July 29, 1997, at 10:30 a.m., Central Daylight Time, for the following
purposes:
1. To elect three Class III directors to serve until the 2000 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 February 28, 1998.
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 10, 1997 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 27, 1997
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE
ENCLOSED SELF-ADDRESSED POSTAGE-PAID ENVELOPE REGARDLESS OF WHETHER YOU PLAN TO
ATTEND THE MEETING.
<PAGE>
EVANS
36 SOUTH STATE STREET
CHICAGO, ILLINOIS 60603
Proxy Statement
for
1997 Annual Meeting of Stockholders
July 29, 1997
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 29,
1997 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 27, 1997.
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 10, 1997 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 4,985,771 shares of
Common Stock (not including 1,347,664 shares held in its treasury), each of
which is entitled to one vote on all matters voted upon at the Annual Meeting.
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
represented 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.
2
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth the Common Stock of the Company owned as of
June 10, 1997 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............................... 1,061,720 (1) 21.3
36 South State Street
Chicago, IL 60603
Peter Cundill & Associates (Bermuda), Ltd.. 1,342,854 (2) 26.9
Clarendon House
Church Street
Hamilton, Bermuda
Dimensional Fund Advisors, Ltd............. 341,400 (3) 6.8
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) includes an option to acquire 40,000 shares.
(2) As reported in Schedule 13D filed by said firm on September 12, 1995 with
the Securities and Exchange Commission which report reflects sole voting
power as to 227,000 shares, shared voting power as to 885,354 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 February 5, 1997, 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 124,700 shares and
sole dispositive power as to all shares.
1. ELECTION OF 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 Gwendolyn
L. Stanback, David B. Meltzer and Harold Sussman as Class III directors for a
term of three years expiring at the 2000 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.
3
<PAGE>
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
First Ownership Percentage of
Name and Became as of Outstanding
Principal Occupation (1) Age Director June 10, 1997 Common Stock
------------------------ --- -------- ---------------- -------------
<S> <C> <C> <C> <C>
CLASS III
Nominees to serve until the 2000 Annual Meeting
of Stockholders (Class III)
Gwendolyn L. Stanback.......................................41 1995 23,494 (2) .5
Associate Director, Bear, Stearns & Co. Inc.
(an investment banking firm)
David B. Meltzer............................................68 1960 1,061,720 (3)(4) 21.3
Chairman of the Board
Harold Sussman(5)...........................................87 1963 149,800 (2)(6) 3.0
Retired Executive Vice President
of the Company
CLASS I
Continuing Directors Having a Term of Office Expiring
at the 1998 Annual Meeting of Stockholders (Class I)
Robert K. Meltzer...........................................43 1981 238,144 (7) 4.8
Executive Vice President and
General Merchandise Manager
Ernest R. Wish..............................................66 1994 28,494 (2) .6
Chairman, Wish Residential Management, Inc.
(a real estate management firm)
CLASS II
Continuing Directors Having a Term of Office Expiring
at the 1999 Annual Meeting of Stockholders (Class II)
Dennis S. Bookshester.......................................58 1991 24,494 (2) .5
President and CEO, H2O Plus, L.P. (a personal care
products company) Director, American Gem Corp., Fruit of the
Loom, Inc., Playboy Enterprises, Inc., Sundance Homes, Inc.
Edmond D. Cicala............................................71 1996 24,494 (2) .5
President, Edmond Enterprises, Inc., (a retail
consulting firm); Director, National Commerce
Bancorp., Proffitt's, Inc.
Patrick J. Regan............................................47 1995 103,500 (8) 2.0
President and Chief Executive Officer
All officers and directors as a group (12 persons) -- -- 1,749,140 35.1
- ---------
</TABLE>
4
<PAGE>
(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 Gwendolyn L. Stanback, Dennis S. Bookshester and Ernest R.
Wish. Ms. Stanback was Senior Director at Continental Bank, N.A., from 1977
through 1992, Senior Capital Advisor, SEI Corporation 1992 to 1994, and
since May 1994, Associate Director, Bear, Stearns & Co. Inc. Mr.
Bookshester was an independent business consultant from 1992 to January,
1997 and President and CEO of H20, L.P. since February, 1997. Mr. Wish was
a partner of Coopers & Lybrand from 1965 to 1992, a business consultant
from 1992 to 1993, City Clerk, City of Chicago, September 1993 through
April, 1995, Director of Revenue, City of Chicago, July, 1995 to December,
1996 and Chairman, Wish Residential Management, Inc., since December, 1996.
(2) Includes an option to acquire 10,000 shares.
(3) Includes an option to acquire 40,000 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.
(7) 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.
(8) Includes an option to acquire 100,000 shares.
5
<PAGE>
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors maintains an Audit Committee, a Compensation
Committee and an Executive Committee. The Company does not have a standing
nominating committee or any committee performing similar functions.
The members of the Audit Committee are Ms. Stanback, (Chairman) and
Messrs. Bookshester and Wish. 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, such other matters as the Committee deems appropriate.
The Committee held three 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 three 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. Wish (Chairman), Bookshester
and Sussman.
The members of the Executive Committee are Messrs. Wish (Chairman),
Cicala, Robert K. Meltzer and Regan. The Executive Committee has and may
exercise all of the authority of the Board of Directors with respect to the
management of the Company's business, except with respect to certain specified
matters that by law, the Restated Certificate of Incorporation or By-Laws must
be approved by the entire Board of Directors. All actions taken by the Executive
Committee were ratified unanimously by the full Board of Directors.
Each Director who is not an employee of the Company received an annual fee
of $8,000.00 plus the expenses incurred by them on behalf of the Company for the
fiscal year ended March 1, 1997. In addition, each Director who is not an
employee receives a meeting fee of $1,500.00 for each meeting of the Board of
Director's and $1,000.00 for each Committee Meeting attended. Directors who are
also employees of the Company receive no remuneration for serving as Directors.
Effective March 1, 1997, certain Director fees are to be paid in shares of
the Company's Common Stock. The Annual Fee and the first four meetings of the
Board of Directors shall be paid in the Company's Common Stock based upon the
market price at date of issuance. Additionally, directors may elect to receive
compensation in shares of stock or in cash for the meetings of the Board of
Directors in excess of four meetings ($1,500.00 per meeting) and for all
Committee meetings ($1,000.00 per meeting). In addition, a cash payment of 35
percent of the value of shares issued shall be paid to each director to offset
income taxes payable as a result of the issuance of shares.
Pursuant to the Evans, Inc. 1994 Stock Option Program, each director of
the Company who is not otherwise an officer or employee of the Company, or its
subsidiaries or affiliates, from and after May 9, 1994, shall be granted a
nonstatutory option to purchase 10,000 shares of Common Stock, having an
exercise price per share equal to the fair market value of the shares on May 10,
1994. Any person who initially becomes a director after May 9, 1994 and who is
not otherwise an officer or employee of the Company, or its subsidiaries or
affiliates, shall automatically be awarded a grant of nonstatutory options to
purchase 10,000 shares of Common Stock, having an exercise price per share equal
to the fair market
6
<PAGE>
value of the shares as of the date such person becomes a director. All such
options expire ten years after the date of grant and are immediately
exerciseable.
The Board of Directors met six times during the fiscal year ended March 1,
1997. Each director attended 75% or more of these meetings and of the meetings
of the Committees of the Board on which he or she served.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% stockholders to file certain
reports with respect to beneficial ownership of the Company's equity securities.
Based on information provided to the Company by each director and executive
officer, the Company believes all reports to be filed in fiscal 1997 were timely
filed.
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 March 1, 1997.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation (1) Compensation
----------------------- ------------
Awards
------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options (#) Compensation (2)
- ------------------ ---- ------ ----- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Patrick J. Regan (3) 1997 $244,992 ---- ---- 557
President and 1996 175,000 ---- 100,000 (4) 557
Chief Executive Officer 1995 175,000 ---- 0 557
Robert K. Meltzer 1997 $186,250 ---- ---- 655
Executive Vice President 1996 175,000 ---- 50,000 (4) 326
and General Merchandise 1995 175,000 ---- 0 326
Manager
David B. Meltzer 1997 $150,000 ---- ---- $7,186
Chairman of the Board 1996 176,472 ---- 40,000 4,032
1995 245,000 ---- 0 4,032
John A. Sarama 1997 $140,914 ---- ---- 326
Vice President, Operations 1996 125,000 ---- 20,000 326
1995 125,000 ---- 0 326
William E. Koziel 1997 $117,938 ---- ---- 211
Vice President, Finance 1996 105,271 ---- 10,000 211
1995 90,000 ---- 0 211
</TABLE>
7
<PAGE>
(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) Mr. Patrick J. Regan, Executive Vice President and Chief Operating Officer
since April 3, 1991, was elected President and Chief Executive Officer
effective July 1, 1995.
(4) In December 1995, options previously granted to Messrs. Regan and Meltzer
covering 100,000 and 50,000 shares, respectively, were canceled and
surrendered and replacement options covering such shares were granted
pursuant to the 1994 Stock Option Program. See "Option Repricings" below.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
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 March 1, 1997. No named executive officer exercised any stock options
during fiscal year 1997.
<TABLE>
<CAPTION>
Number of Securities Total Value of Unexercised
Underlying Unexercised Options In-The-Money Options
at March 1, 1997(#) Held at March 1, 1997
------------------------------ ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David B. Meltzer 40,000 -0- $-0- $-0-
Patrick J. Regan 100,000 -0- -0- -0-
Robert K. Meltzer 50,000 -0- -0- -0-
John A. Sarama 20,000 -0- -0- -0-
William E. Koziel 10,000 -0- -0- -0-
</TABLE>
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the Compensation Committee of the Board of Directors included
Mr. Harold Sussman, who was formerly an officer of the Company.
Option Repricings
On December 4, 1995 the Compensation Committee awarded stock options to
certain officers and key employees of the Company at a price of $1.50 per share.
The closing market price on date of grant was $1.25. In view of the
extraordinary efforts of Messrs. Regan and Robert K. Meltzer in connection with
the Company's performance, the Committee determined it to be in the best
interest of the Company and its stockholders to cancel and replace the stock
options held by each of Messrs. Regan and Meltzer to purchase 100,000 and 50,000
shares of Common Stock (the "Initial Options"), respectively with stock options
covering the same number of shares (the "Replacement Options"). The Initial
Options were granted on September 4, 1990, for a term of ten years at a price of
$1.65 being the market price on the date of the grant. The Replacement Options
have an exercise price of $1.50 and expire ten years from the date of grant.
Respectfully submitted by the Compensation Committee
Ernest R. Wish, Chairman
Dennis S. Bookshester
Harold Sussman
<TABLE>
<CAPTION>
Ten Year Option Repricings
Market Price Length of
Number of of Exercise Price Original Option
Options Stock at at Term Remaining
Repriced Time of Time of New at Date of
or Repricing or Repricing or Exercise Repricing of
Date Amended (#) Amendment ($) Amendment ($) Price ($) Amendment
---- ----------- ------------ ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Patrick J. Regan 12/4/95 100,000 $1.25 $1.65 $1.50 4.75 years
Robert K. Meltzer 12/4/95 50,000 $1.25 $1.65 $1.50 4.75 years
Samuel B. Garber 12/4/95 75,000 $1.25 $1.65 $1.50 4.75 years
</TABLE>
Stock Option Program
Stock options are granted periodically at the discretion of the
Compensation Committee, to the Company's key employees, to enchance the link
between shareholder value creation and pay. No stock options were granted to
the named executive officers in fiscal 1997.
9
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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 has provided the following
report on executive compensation.
Compensation Philosophy
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 interest of the Company's executive officers with those of the
shareholders. The Company utilities 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
interest with those of its shareholders.
Components of the Compensation Program
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.
Bonus Opportunities
The Company's revised Bonus Program provides for cash bonus awards based
upon the achievement of Company performance goals designated at the beginning of
each fiscal year. Consequently, if the performance goals are not met, no bonus
is payable. The current bonus program includes only objective performance goals
that preclude individual discretion, and does not include personal performance
as one of the performance-based criteria for the senior executives of the
Company. No cash bonuses were paid to executive officers for the fiscal years
1995, 1996 and 1997.
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
10
<PAGE>
determined by the subjective evaluation of the executive's ability to influence
the Company's long-term growth and profitability. 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. The Committee granted no options to executive officers during the
fiscal year ended March 1, 1997.
Chief Executive Officer's Compensation
The Committee determined the compensation of Patrick J. Regan, Chief
Executive Officer for the fiscal year ended March 1, 1997 in a manner consistent
with the guidelines described above. The Committee evaluated the Company's
performance with regard to its stated budget and financial goals that were
established and agreed to by Mr. Regan before the start of this fiscal year.
The Committee also evaluated Mr. Regan's personal performance in view of the
goals established for him in consultation with the Committee. The Committee
evaluated Mr. Regan's performance, and it was determined, that, while the
Company did not meet the goals established by the Board of Directors for the
1997 fiscal year, Mr. Regan met his personal performance goals.
Administration of Compensation Programs
The Committee oversees all compensation programs for senior management and
reviews and approves certain plans and programs for other employees. The
Committee reviews management recommendations and ultimately determines levels of
base salary, annual performance-based bonus payments and stock option grants for
all executives. The Committee also reviews and determines the salary level of
the chief executive officer, whose compensation is reported in this Proxy
Statement.
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.
COMPENSATION COMMITTEE
Ernest R. Wish, Chairman
Dennis S. Bookshester
Harold Sussman
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 29, 1992 and ending March 1, 1997, 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 March 1, 1992, reinvestment of all
cash dividends and equalization of stock splits and dividends).
11
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG EVANS, INC., THE S & P 500 INDEX AND A PEER GROUP
[PERFORMANCE GRAPH APPEARS HERE]
* $100 INVESTED ON 2/29/92 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING FEBRUARY 28.
<TABLE>
<CAPTION>
Cumulative Total Return
-----------------------
2/92 2/93 2/94 2/95 2/96 2/97
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Evans, Inc. ..........100 200 231 100 85 62
Peer Group ...........100 93 71 78 41 49
S&P 500 ..............100 111 120 129 173 219
</TABLE>
The Company's peer group is comprised of five other apparel specialty chains:
Ann Taylor Stores Corporation, Cache Inc., Deb Shops Inc., Frederick's of
Hollywood Inc. and Gantos Inc.
12
<PAGE>
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 February 28, 1998 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.
PROPOSALS OF STOCKHOLDERS FOR 1998 ANNUAL MEETING
Stockholder proposals may be submitted for inclusion in EVANS 1998 proxy
material after the 1997 Annual Meeting but no later than 5 p.m. CST on February
27, 1998. 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 March 1, 1997,
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 27, 1997
13
<PAGE>
PROXY PROXY
EVANS, INC.
Proxy for 1997 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 10, 1997, 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 29, 1997, 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 stockholders. 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>
EVANS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. ELECTION OF THREE CLASS III DIRECTORS, for For Withhold For All
the term expiring at the 2000 Annual All All Except
Meeting of Stockholders. [_] [_] [_]
Nominees: Gwendolyn L. Stanback, David B.
Meltzer and Harold Sussman.
INSTRUCTION: To withhold your vote for any
individual nominee, write that nominee's
name on the space provided below.
__________________________________________
2. APPROVE THE SELECTION OF COOPERS & LYBRAND For Against Abstain
LLP as the independent auditors for the [_] [_] [_]
Company for the fiscal year ending
February 28, 1998.
Dated: ___________________________, 1997
________________________________________
________________________________________
(Please sign your name exactly as shown
to the left. Joint owners should each
sign. Executors, administrators,
trustees, etc., should so indicate when
signing.)
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY IN THE ENCLOSED ENVELOPE.
