<PAGE>
THREE D DEPARTMENTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on January 25, 1996
To The Stockholders of Three D Departments, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Three D
Departments, Inc., a Delaware corporation (the "Company"), will be held at our
Simsbury store, Farmington Valley Mall, Route #44 and Bushy Hill Road, Simsbury,
Connecticut, on Thursday, January 25, 1996, at 11:00 a.m., Eastern Standard
Time, for the following purposes:
1. To elect eight directors to serve for a term of one year each and until
their respective successors have been elected and qualified; two of whom shall
be elected by the holders of the Company's Class A Common Stock, voting
separately as a class, and six of whom shall be elected by the holders of the
Company's Class B Common Stock, voting separately as a class.
2. To approve the appointment of Price Waterhouse as independent
accountants of the Company for the 1996 fiscal year.
3. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
The close of business on December 8, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.
You are cordially invited to attend the Meeting in person. IF YOU DO NOT
EXPECT TO BE PRESENT, PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. It will assist us in controlling expenses
of the Meeting if stockholders who do not expect to attend in person will return
their signed proxies promptly, whether they own a few shares or many shares.
By Order of the Board of Directors,
David Kotkin,
Secretary
Costa Mesa, California
December 12, 1995
<PAGE>
THREE D DEPARTMENTS, INC. PROXY STATEMENT
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Three D Departments, Inc. (the "Company") for use at the Annual Meeting of
Stockholders to be held on Thursday, January 25, 1996, and at any adjournments
thereof. This Proxy Statement and the accompanying proxy are being sent to
stockholders on or about December 19, 1995. Stockholders are requested to
complete, date and sign the proxy and return it promptly to the Company.
Any stockholder executing a proxy has the power to revoke it at any time
before it is voted by filing with the Secretary of the Company either a written
notice of revocation or a duly executed proxy bearing a later date. Proxies
also may be revoked by any stockholder present at the Meeting who elects to vote
in person. Subject to such revocation, all proxies duly executed and received
by the Company on a timely basis prior to commencement of the Meeting will be
voted in accordance with the directions specified on the proxy.
The Annual Meeting is being called for the purpose of electing eight
directors, and ratifying the appointment of Price Waterhouse as the Company's
independent accountants for the 1996 fiscal year. Votes cast by proxy or in
person at the Meeting will be counted by the person appointed by the Company to
act as election inspectors for the meeting. The election inspectors will treat
shares represented by proxies that reflect abstentions as shares that are
present and entitled to vote, for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter submitted to
the shareholders for a vote. Abstentions, however, do not constitute a vote
"for" or "against" any matter and thus will be disregarded in the calculation of
a plurality or of "votes cast".
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares identified as held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. However, for the purposes of
determining the outcome of any matter as to which the broker or nominee has
physically indicated on the proxy that it does not have discretionary authority
to vote, those shares will be treated as not present and not entitled to vote
with respect to that matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters).
IF NO SPECIFICATION IS MADE TO THE CONTRARY, PROXIES DULY EXECUTED WITH
RESPECT TO CLASS A COMMON STOCK WILL BE VOTED IN FAVOR OF ALL TWO NOMINEES NAMED
HEREIN FOR ELECTION AS CLASS A DIRECTORS; PROXIES DULY EXECUTED WITH RESPECT TO
CLASS B COMMON STOCK WILL BE VOTED IN FAVOR OF ALL SIX NOMINEES NAMED HEREIN FOR
ELECTION AS CLASS B DIRECTORS; AND ALL DULY EXECUTED PROXIES WILL BE VOTED IN
FAVOR FOR THE APPOINTMENT OF SUCH INDEPENDENT ACCOUNTANTS.
Copies of the Company's Annual Report to Stockholders for the fiscal year
ended July 29, 1995, are being mailed concurrently with this Proxy Statement to
all stockholders entitled to notice of and to vote at the Meeting. The Annual
Report is not incorporated in the Proxy Statement and is not to be considered
proxy solicitation material.
The Company's principal executive offices are located at 3200 Bristol
Street, Costa Mesa, California 92626-1808.
December 8, 1995, has been fixed by the Board of Directors as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting and any adjournments thereof. As of December 8, 1995, there were
1,155,244 shares of the Company's Class A Common Stock outstanding and 1,277,717
shares of the Company's Class B Common Stock outstanding. Only stockholders of
record at the close of business on December 8, 1995, are entitled to notice of
and to vote at the Meeting.
<PAGE>
Votes and Voting Procedures(1)
At the Annual Meeting the holders of Class A Common Stock, voting
separately as a class, will be entitled to elect directors for two of the eight
positions on the Board of Directors, and for this purpose two persons have been
nominated for election to the Board as "Class A Directors." Similarly, the
holders of Class B Common Stock, voting separately as a class, will be entitled
to elect the balance of the directors, being six of the eight positions on the
Board, and for this purpose six persons have been nominated for election to the
Board as "Class B Directors."
With respect to the proposals to ratify the appointment of Price Waterhouse
as the Company's independent accountants, both Class A and Class B shares shall
vote together as a single class, with each share of Class A Common Stock counted
as 1/10 of a vote and each share of Class B Common Stock counted as one vote.
Thus, the total number of votes represented by the 1,155,244 Class A shares
(115,524 votes) and the 1,277,717 Class B shares (1,277,717 votes) is 1,393,241.
Directors to represent each class are elected by a plurality of the votes
cast by the shares of that class entitled to vote, at a meeting at which a
majority of the shares of that class entitled to vote are present in person or
by proxy. Signed, unmarked proxy cards are voted in accordance with management's
recommendations.
The Class A shares may be voted with respect to the election of Class A
Directors, and the appointment of the Company's independent accountants, but may
not be voted with respect to the election of Class B Directors. Similarly,
Class B shares may be voted with respect to the election of Class B Directors,
and the appointment of the Company's independent accountants, but may not be
voted with respect to the election of Class A Directors. Separate proxy cards
are provided for each class of common stock.
- ---------------------
(1) The Company's Certificate of Incorporation provides that, other than the
differences in voting rights discussed above, Class A and Class B shares
differ in the following respects: Quarterly cash dividends, if declared,
must be for a higher amount on Class A shares than on Class B shares.
Extra dividends, special dividends and dividends payable other than in
cash, if any, are payable equally on all shares of both classes. Class B
shares may be converted to Class A shares, share for share, at the option
of the holder. Although stock dividends of either class may be payable on
shares of either or both classes, any such stock dividends which would
result in a change in the ratio of the number of outstanding shares of the
two Classes to each other may be subject to American Stock Exchange
("AMEX") consent.
2
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth the beneficial ownership of the
Company's Class A and Class B Common Stock by each person known by the Company
to own beneficially more than five percent of any class at November 30, 1995.
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Class of Beneficial Percent
Name and Address of Beneficial Owner Common Stock Ownership(1) of Class
<S> <C> <C> <C>
Bernard Abrams(2) Class A 372,084 32.2
3200 Bristol Street Class B 483,746 37.9
Costa Mesa, CA 92626-1808
Donald L. Abrams(2) Class A 152,817(3) 13.2
3200 Bristol Street Class B 139,093(3) 10.9
Costa Mesa, CA 92626-1808
John B. Abrahms Class A 45,616 3.9
Bishop's Corner Class B 78,384 6.1
West Hartford, CT 06117
Joel Diamond(2) Class A 121,632 10.5
16954 Canyon Creek Circle Class B
Riverside, CA 92503
David Kotkin Class A 115,832(4) 10.0
90 State House Square Class B 115,832(4) 9.1
Hartford, CT 06103
Dimensional Fund Class A 50,500 4.4
Advisors, Inc.(5) Class B 63,800 5.0
1299 Ocean Avenue
Suite 650
Santa Monica, CA 90401
</TABLE>
- --------------------
(1) Sole voting and investment power unless otherwise stated.
(2) Bernard Abrams is the father of Donald L. Abrams and the uncle of Joel
Diamond.
(3) Includes 6,000 shares of each class held for minor children; 45,000 shares
of each class as to which he has voting, but not equity, ownership rights;
and 33,423 shares of Class B which could be acquired within 60 days of
November 30, 1995 upon the exercise of stock options.
(4) Includes 33,369 shares of each class owned by David Kotkin's wife, as to
which he does not share voting or investment power.
(5) States that it is a registered investment advisor, deemed to have
beneficial ownership (which it disclaims) as of September 30, 1995, as
investment manager of DFA Investment Dimensions Group, Inc., a registered
open-end investment company, or DFA Group Trust and DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans.
3
<PAGE>
SHARE OWNERSHIP OF DIRECTOR NOMINEES
The following table sets forth the beneficial ownership of the Company's Class
A and Class B Common Stock beneficially owned by each of the eight nominees for
election as a director, all of whom are currently directors, and by all
directors and officers of the Company as a group at November 30, 1995.
<TABLE>
<CAPTION>
Title of Class of Amount and Nature of Percent
Name and Address of Beneficial Owner Common Stock Beneficial Ownership(1) of Class
<S> <C> <C> <C>
John B. Abrahms Class A 45,616 3.9
Bishop's Corner Class B 78,384 6.1
West Hartford, CT 06117
Bernard Abrams Class A 372,084 32.2
3200 Bristol Street Class B 483,746 37.9
Costa Mesa, CA 92626-1808
Donald L. Abrams(2) Class A 152,817(3) 13.2
3200 Bristol Street Class B 139,093(3) 10.9
Costa Mesa, CA 92626-1808
Gerson K. Bernstein Class A 3,684(4) 0.3
79 Highwood Road Class B 3,684(4) 0.3
West Hartford, CT 06117
David Kotkin Class A 115,832(5) 10.0
90 State House Square Class B 115,832(5) 9.1
Hartford, CT 06103
Abe Markowicz Class A 18,810(6) 1.6
63 Bainton Road Class B 13,810(6) 1.1
West Hartford, CT 06117
Henry W. Nozko, Jr. Class A 150 -
233 Main Street Class B 2,250 0.2
New Britain, CT 06050-4011
Bernard Joseph White Class A - -
University of Michigan Class B 2,000 0.2
Ann Arbor, MI 48109
All Directors and Class A 747,095(7) 64.7
Officers as a Group (11 persons) Class B 889,897(7) 69.7
</TABLE>
- -------------------
(1) Sole voting and investment power unless otherwise stated.
(2) Bernard Abrams and Donald L. Abrams are father and son.
(3) Includes 6,000 shares of each class held by Mr. Abrams for minor children;
4,500 shares of each class as to which he has voting, but not equity,
ownership rights; and 33,432 shares of Class B which could be acquired
within 60 days of November 30, 1995 upon the exercise of stock options.
(4) Owned by Mr. Bernstein's wife, as to which he shares voting and investment
power.
(5) Includes 33,369 shares of each class owned by Mr. Kotkin's wife, as to
which he does not share voting or investment power.
(6) Includes 1,470 shares of each class owned by Mr. Markowicz's wife, as her
sole and separate property and as to which he does not share voting or
investment power.
(7) Includes 38,000 shares of Class A and 40,923 shares of Class B Common Stock
which could be acquired by officers and directors within 60 days of
November 30, 1995 upon the exercise of stock options including those shares
under option as set forth in note 3 above; includes 1,025 shares of Class A
and 10,175 shares of Class B Common Stock owned by Mr. Bassell's wife, as
her sole and separate property and as to which he does not share voting or
investment power, also includes all other shares referred to in notes 3, 4,
5 and 6 above.
4
<PAGE>
EXECUTIVE OFFICERS
The following information is provided with respect to each executive officer
of the Company. Each of Messrs. Abrahms, B. Abrams, D. Abrams and Kotkin
currently is a director and is a nominee for re-election as a director. The
Company's executive officers serve at the discretion of the Board of Directors
and are customarily appointed as officer at the annual organizational meeting of
the Board held immediately following the Annual Meeting of Stockholders.
<TABLE>
<CAPTION>
Date Office
Name Age Office Assumed
- ---- --- ------ -------
<S> <C> <C> <C>
John B. Abrahms 78 Senior Vice President and Assistant Treasurer 1958
Bernard Abrams 75 Chairman of the Board and Chief Executive Officer 1958
Donald L. Abrams 48 President and Chief Operating Officer 1983
Lawrence Bassell 41 Vice President - West Coast Operations 1995
Robert Stephenson 46 Vice President - East Coast Operations 1992
Ronald Dow 57 Controller 1978
and Treasurer 1989
David Kotkin 82 Secretary 1958
Frank M. Kane 37 Vice President - Administration and Finance, 1988
Principal Financial Officer, and Assistant
Secretary
</TABLE>
See "Election of Directors" for summary of the principal occupation and
relevant business experience of each executive officer who is also a nominee for
election as a director. Mr. Dow has been employed as Controller of the Company
since 1978. Mr. Kane joined the Company as Budget/Tax Analyst in October 1987,
became Assistant Secretary in April 1988, and was appointed to his present
offices in August 1988. Mr. Stephenson, appointed an officer in October 1992,
has been employed by the Company in various capacities since 1980. Mr. Bassell
has been employed by the Company in various capacities since 1983 and was
appointed to his present office in February 1995.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Company's directors and executive officers and any holders of 10% or
more of either class of the Company's stock are required to report ownership and
any changes in that ownership to the SEC and the AMEX. Based solely upon
written representations of its officers and directors, and its review of the
copies of those reports filed with it by its officers and directors, the Company
believes that during the fiscal year ended July 29, 1995 all filing requirements
by such officers and directors were timely met, except for the filing of a Form
3 by Mr. Bassell, who failed to file such form on a timely basis upon his
appointment as an executive officer.
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors consist of an Audit
Committee, an Executive Committee and a Compensation and Stock Option Committee.
The Board of Directors does not have a Nominating Committee.
The Audit Committee reviews the engagement of the independent accountants,
reviews and approves the scope of the annual audit undertaken by the independent
accountants and reviews the independence of the accounting firm. The Audit
Committee also reviews the adequacy of the Company's internal control
procedures. During the 1995 fiscal year, the Audit Committee held one meeting.
The members of the Audit Committee are Gerson K. Bernstein and Henry W. Nozko,
Jr.
The Executive Committee exercises all of the powers and authority of the
Board of Directors in the management and affairs of the Company between meetings
of the Board of Directors to the extent permitted by law. The members of the
Executive Committee are Bernard Abrams, Donald L. Abrams, John B. Abrams and
David Kotkin.
The Compensation and Stock Option Committee determines the compensation of
corporate officers and determines the award of stock options. This Committee was
reconstituted in April 1993 so as to be composed of non-management directors.
The members of the Committee are Messrs. Gerson K. Bernstein, Henry W. Nozko,
Jr. and Bernard Joseph White.
During the 1994 fiscal year, there were four meetings of the Board of
Directors. In addition, the Board and/or its Committees are authorized to adopt
resolutions by the unanimous written consent of the members, acting without a
meeting. All directors attended at least 75% of the Board meetings and all
committee meetings that they were scheduled to attend during the year.
ELECTION OF DIRECTORS
At the Annual Meeting, a total of eight directors will be elected to
hold office for a term of one year, and until their respective successors have
been duly elected and qualified. The persons named as proxies in the
accompanying proxy card, or their substitutes, intend to vote the shares
represented by each proxy card in favor of the election of the nominees (for the
respective classes of stock) set forth below, unless a contrary direction is
specified on the proxy card. Each nominee has indicated his intention to serve,
if elected. In case any such nominee shall become unavailable for election to
the Board of Directors, an event which is not anticipated, the persons named as
proxies, or their substitutes, will have full discretion and authority, as and
if provided in the proxy card, to vote or refrain from voting for any other
nominee in accordance with their judgement.
The Company's Bylaws authorize a minimum of six and a maximum of
fifteen directors, the exact number of which is established from time to time by
action of the Board. The Board of Directors has determined that the Board shall
consist of eight members, and proxies are solicited for the eight nominees set
forth below, two of whom are nominated as Class A Directors, and six of whom are
nominated as Class B Directors. Class A shares may only be voted with respect
to the election of the Class A Directors, and Class B shares may only be voted
with respect to the election of Class B Directors.
6
<PAGE>
Nominees for Election
Each of the nominees set forth below is currently a director of the
Company and each was elected to the Board of Directors at the last Annual
Meeting of Stockholders. The following information furnished with respect to
each nominee was obtained from the records of the Company or from information
furnished directly by the nominee.
NOMINEES FOR ELECTION AS CLASS A DIRECTORS
<TABLE>
<CAPTION>
Director
Name of Nominee Age Since Principal Occupation
- --------------- --- ----- --------------------
<S> <C> <C> <C>
Abe Markowicz 68 1973 Retired; until April 1992 Vice President-Merchandising; employed by the
Company in various capacities since 1954. A Director of the Company.
Henry W. Nozko, Jr. 48 1982 Chief Operating Officer, Treasurer and a Director of ACMAT Corporation of New
Britain, Connecticut, a NASDAQ traded company, and chief operating officer of
its construction and insurance brokerage subsidiaries, and President and
Director of United Coast Corporation of New Britain, CT, a NASDAQ traded
company and of its subsidiary, United Coastal Insurance Company. A Director
of the Company.
</TABLE>
NOMINEES FOR ELECTION AS CLASS B DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
John B. Abrahms 78 1958 Chief Executive Officer of the Abrahms Agency Group Companies, insurance
brokers of Newington, Connecticut, and a Director of Motts Holdings, an
American Stock Exchange listed corporation. A Senior Vice President, Assistant
Treasurer and a Director of the Company.
Bernard Abrams 75 1958 Chairman of the Board and Chief Executive Officer of the Company.
Donald L. Abrams 48 1980 President and Chief Operating Officer since 1983; an Executive Officer and a
Director of the Company since 1980.
Gerson K. Bernstein 78 1973 Retired; formerly President, Treasurer and a Director of Van Way-Webco, Inc.
of New Britain, Connecticut, from 1966 to 1981. A Director of the Company and
of Boca Raton First National Bank, Boca Raton, Florida.
David Kotkin 82 1958 Of counsel to the law firm of Schatz & Schatz, Ribicoff & Kotkin of Hartford,
Connecticut; Special Counsel to the Company and Secretary and a Director of
the Company.
Bernard Joseph White 48 1988 Dean since 1990, Associate Dean and Professor of Business Administration,
1987-1990, School of Business Administration, University of Michigan; from
1983-1987, an officer of Cummins Engine Co., most recently Vice-President for
Personnel and Public Affairs. A director of Union Pump Company, Falcon
Building Products Inc., Kelly Services Inc., a Trustee of Equity Residential
Properties Trust, Inc. and a Director and consultant to the Company.
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
Compensation and Stock Option Committee Interlocks and Insider Participation
The members of the Compensation and Stock Option Committee are Messrs.
Gerson K. Bernstein, Henry W. Nozko, Jr. and Bernard Joseph White. Mr. White
serves as a part-time consultant to the Company; all three members are non-
employee directors and none has any other direct or indirect material interest
in or relationship with the Company outside of his position as director. To the
Company's knowledge there were no other interrelationships involving current
members of the Committee or other directors of the Company requiring disclosures
in this Proxy Statement.
Directors Fees
Each member of the Board of Directors who is not otherwise compensated as
an officer or employee of the Company receives a director's fee at the current
rate of $3,000 per year for attending meetings of the Board and committees
thereof, plus payment of travel expenses related to such attendance. Each such
director who also serves as a member of the Audit Committee receives an
additional fee at the current rate of $1,000 per year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation Awards
------------------- ----------------------
Other Restricted
Name and Fiscal Annual Stock Options/ LTIP All Other
Principal Position(1) Year Salary Bonus (2) Comp. Awards SARs(3) Payouts Compensation
- ---------------------- ---- ------ --------- ----- ------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard Abrams 1995 $272,700 - - - - - -
Chairman of the 1994 243,750 $75,000 - - - - -
Board and Chief 1993 180,000 67,500 - - - - -
Executive Officer
Donald L. Abrams 1995 212,600 - - - 80,000 - -
President and 1994 185,625 60,000 - - 53,691 - -
Chief Operating 1993 135,000 54,000 - - - - -
Officer
</TABLE>
- ---------------------
(1) Includes the Chief Executive Officer and all other executive officers
earning over $100,000 salary plus bonus.
(2) Bonuses paid in fiscal 1994 were for services performed in fiscal 1993;
bonuses paid fiscal 1993 were for services performed in fiscal 1992.
(3) Mr. Donald Abrams holds incentive stock options granted in February 1994
and October 25, 1994 to purchase 53,691 and 80,000 of Class B shares,
respectively, at prices in excess of current market.
8
<PAGE>
OPTION/SAR GRANTS TABLE
Option/SAR Grants in Last Fiscal Year
Individual Grants
-------------------------------------
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Option Term
---------------------------
Number of % of Total
Securities Options
Underlying Options Granted to Exercise
Granted Employees in Price Expiration
(1) Fiscal Year ($/Sh) Date 5% ($) $10% ($)
-- ----------- ----- ---- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Donald Abrams 80,000 53.3 1.25 10/25/99 27,628 61,051
</TABLE>
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIALS OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
Compensation and Stock Option Committee Report on Executive Compensation
The Committee reviewed the Compensation of its Chief Executive Officer
and all others expected to earn, during fiscal 1995, in excess of $100,000. In
reviewing the Compensation policies and business performance of the Company, the
Committee determined the Company will not pay bonuses to its executives for the
fiscal year. In addition, the Committee determined to defer making any
compensation changes until February 1996, at which time it will assess its first
and second quarter's business and determine whether compensation changes are in
order. The fiscal 1995 salary levels do not reflect any specific qualitative or
quantitative measures of the Company's performance.
In fiscal 1995, the Company granted to the President, stock options
for 80,000 shares of Class B Common Stock at an exercise price of $1.25. The
Stock Options were granted as an incentive for continuous employment and future
performance but the number of options does not reflect any specific qualitative
or quantitative measures. The Chief Executive Officer holds no stock options
nor SARs nor other long-term incentives. He is the beneficiary of a Deferred
Compensation Plan which will provide him with $20,000 annually for 10 years upon
his retirement; or in the event of his death prior to expiration of such 10
years, the then unpaid portion is payable to his estate in two equal annual
installments. No options were repriced during the fiscal year.
Gerson K. Bernstein
Henry W. Nozko, Jr.
Bernard Joseph White
Members of the Compensation Committee
9
<PAGE>
Shareholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Class A and Class B
common stock against the cumulative return on the AMEX Market Index as well as a
Peer Group Index for the five year period from July 28, 1990 through July 29,
1995. The graph assumes that $100 was invested on July 28, 1990 in Class A or
Class B common stock and in the other indices, and that all dividends were
reinvested. The Peer Group is Media General Industry Group 529-"Other
Importers, Wholesalers, and Retailers".
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- ----------------------------- FISCAL YEAR ENDING -------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
THREE D DEPT CL B 100 67.90 46.44 38.19 35.89 79.28
INDUSTRY INDEX 100 134.55 157.02 173.78 193.38 237.71
BROAD MARKET 100 105.82 114.13 124.62 127.72 154.90
</TABLE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company owns and operates a Bed and Bath store, in leased premises
consisting of 12,000 feet of a 280,000 foot shopping center in Saybrook,
Connecticut. The spouses and/or other family members of Messrs. John Abrahms,
Bernard Abrams, and David Kotkin, officers and directors, own an aggregate 41%
interest in such shopping center. Management believes that the terms of the
Company's lease, including rental, are competitive with those available for
similar properties.
John B. Abrahms, an officer and director, is the principal stockholder
of Abrahms Agency Group Companies, an insurance broker used by the Company.
During the fiscal year ended July 29, 1995, approximately $451,100 in insurance
premiums were incurred by the Company through this group. Management believes
that such premiums are competitive with those charged by other insurance
brokers.
Bernard Joseph White, a director, was paid $6,500 during the fiscal
year for his services as a consultant to the Company.
In December 1994, the Company entered into a note agreement to borrow
$500,000 from Bernard Abrams. The agreement provided for interest payable
monthly at 10% for the first 18 months and interest and principal thereafter
with the note due in December 1999.
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse as the
independent accountants for the Company for the 1996 fiscal year, subject to the
approval of the stockholders. Stockholders owning both Class A and Class B
Common Stock are entitled to vote as a single class on this proposal, with each
share of Class A stock counted as one-tenth of a vote and each share of Class B
stock counted as one vote.
Price Waterhouse has audited the financial statements of the Company
for the past 27 fiscal years. A representative of Price Waterhouse is expected
to be available at the Annual Meeting in person or by telephone and will have an
opportunity to make a statement if he desires and will be available to respond
to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
In order to be considered by the Company for inclusion in its proxy
material for the next Annual Meeting, stockholder proposals must be received by
the Company no later than August 20, 1996, and should be submitted to the
Secretary, Three D Departments, Inc., P.O. Box 19773, Irvine, CA 92713-9773.
11
<PAGE>
OTHER MATTERS
General
Pursuant to the Securities Exchange Act of 1934, the Company is
required to file an Annual Report with the Securities And Exchange Commission
("SEC") on Form 10-K containing certain prescribed information, including
financial statements and financial statement schedules. The Company has filed
this report with the SEC for the fiscal year ended July 29, 1995. THE COMPANY
WILL FURNISH COPIES OF THE REPORT TO STOCKHOLDERS INCLUDING BENEFICIAL OWNERS OF
SHARES, WITHOUT CHARGE, UPON WRITTEN REQUEST SUBMITTED TO FRANK M. KANE, VICE
PRESIDENT, THREE D DEPARTMENTS, INC., P.O. BOX 19773, IRVINE, CA 92713-9773.
The cost of preparing this Proxy Statement and of soliciting proxies
will be borne by the Company. Proxies may be solicited by mail, personal
interview, telephone and telegraph. Directors, officers and regular employees
of the Company may solicit proxies by such methods without additional
remuneration. Banks, brokerage houses and other institutions, nominees and
fiduciaries will be requested to forward the soliciting material to their
principals and to obtain authorizations for the execution of proxy cards, and
will, upon request, be reimbursed for reasonable expenses incurred.
As of the date of this Proxy Statement, the Company does not intend to
present, and has not been informed that any other person intends to present, any
business not specified in this Proxy Statement for action at the Meeting. If
any other business is properly presented for consideration at the Meeting,
proxies will be voted on such matters in accordance with the judgement of the
person or persons to the extent authorized to vote the proxies.
Your cooperation in giving this matter your immediate attention and
returning your proxies will be appreciated.
By Order of the Board of Directors
DAVID KOTKIN
December 12, 1995 Secretary
12
<PAGE>
PROXY
CLASS A
COMMON STOCK
THREE D DEPARTMENTS, INC.
3200 BRISTOL STREET
COSTA MESA, CA 92626-1808
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS--JANUARY 25, 1996
The undersigned hereby appoints Bernard Abrams, Henry W. Nozko, Jr. and
Gerson K. Bernstein, and any of them, as attorneys and proxies ("Proxies") of
the undersigned, with full powers of substitution, and hereby authorizes them
to represent and to vote all shares which the undersigned would be entitled to
vote if personally present of the Class A Common Stock of Three D Departments,
Inc. at the Annual Meeting of Stockholders to be held on January 25, 1996, and
any adjournments thereof. Said Proxies are authorized to vote upon the
following proposals, as designated on the reverse hereof, and upon all other
matters as may properly come before the Meeting, in their discretion.
(Please sign and date on the reverse side.)
________________________________________________________________________________
FOLD AND DETACH HERE
<PAGE>
[X] Please mark
your votes
as this
WITHHELD
FOR FOR ALL
1. ELECTION OF DIRECTORS: [_] [_]
Abe Markowicz; Henry W. Nozko, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE BELOW.
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE APPOINTMENT [_] [_] [_]
OF PRICE WATERHOUSE as the independent
accountants of the Company for the
1996 fiscal year.
If you intend to attend the Annual Meeting
in person, please indicate here. [_]
DISCRETIONARY AUTHORITY IS HEREBY
CONFERRED AS TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED BY THE PROXIES IN THE
MANNER DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL NO. 1 AND
FOR PROPOSAL NO. 2.
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
________________________________________________________________________________
FOLD AND DETACH HERE
<PAGE>
PROXY
CLASS B
COMMON STOCK
THREE D DEPARTMENTS, INC.
3200 BRISTOL STREET
COSTA MESA, CA 92626-1808
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS--JANUARY 25, 1996
The undersigned hereby appoints Bernard Abrams, Henry W. Nozko, Jr. and
Gerson K. Bernstein, and any of them, as attorneys and proxies ("Proxies") of
the undersigned, with full powers of substitution, and hereby authorizes them
to represent and to vote all shares which the undersigned would be entitled to
vote if personally present of the Class B Common Stock of Three D Departments,
Inc. at the Annual Meeting of Stockholders to be held on January 25, 1996, and
any adjournments thereof. Said Proxies are authorized to vote upon the
following proposals, as designated on the reverse hereof, and upon all other
matters as may properly come before the Meeting, in their discretion.
(Please sign and date on the reverse side.)
________________________________________________________________________________
FOLD AND DETACH HERE
<PAGE>
[X] Please mark
your votes
as this
WITHHELD
FOR FOR ALL
1. ELECTION OF DIRECTORS: John B. Abrahms; [_] [_]
Bernard Abrams; Donald L. Abrams;
Gerson K. Bernstein; David Kotkin;
Bernard Joseph White.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE BELOW.
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE APPOINTMENT [_] [_] [_]
OF PRICE WATERHOUSE as the independent
accountants of the Company for the 1996
fiscal year.
If you intend to attend the Annual Meeting
in person, please indicate here. [_]
DISCRETIONARY AUTHORITY IS HEREBY
CONFERRED AS TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED BY THE PROXIES IN THE
MANNER DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL NO. 1 AND
FOR PROPOSAL NO. 2.
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
________________________________________________________________________________
FOLD AND DETACH HERE
