SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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-12
FAMILY DOLLAR STORES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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)(1) 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:
<PAGE>
FAMILY DOLLAR STORES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 18, 2001
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of Family Dollar Stores, Inc. (the Company) will be held at 2:00
o'clock p.m. on Thursday, January 18, 2001, at the office of the
Company at 10401 Old Monroe Road, Matthews, North Carolina, for the
following purposes:
(1) To elect a Board of nine directors;
(2) To ratify the action of the Board of Directors in
selecting PricewaterhouseCoopers LLP as
independent accountants to audit the consolidated
financial statements of the Company and its
subsidiaries for the current fiscal year; and
(3) To transact such other business as may properly
come before the meeting or any adjournments
thereof.
The Board of Directors has fixed the close of business on
November 20, 2000, as the record date for the determination of
Stockholders entitled to notice of and to vote at the meeting or any
adjournments thereof. The voting list of Stockholders will be
available for inspection in accordance with the By-Laws at the
Company's office at 10401 Old Monroe Road, Matthews, North Carolina,
at least ten days prior to the meeting.
Each Stockholder who does not plan to attend the meeting is
requested to date, sign and return the accompanying proxy in the
enclosed postage-paid return envelope.
By Order of the Board of Directors
GEORGE R. MAHONEY, JR.
Executive Vice President-
General Counsel and Secretary
Matthews, North Carolina
November 22, 2000
<PAGE>
FAMILY DOLLAR STORES, INC.
Post Office Box 1017
Charlotte, North Carolina 28201-1017
PROXY STATEMENT
This Proxy Statement is furnished to the holders of the Common
Stock of Family Dollar Stores, Inc. (the Company) in connection with
the solicitation on behalf of the Board of Directors of the Company
of proxies to be used in voting at the Annual Meeting of Stockholders
to be held on January 18, 2001, or any adjournments thereof. This
Proxy Statement and the enclosed proxy were first sent to
Stockholders on or about November 22, 2000.
The enclosed proxy is for use at the meeting if the Stockholder
will not be able to attend in person. Any Stockholder giving a proxy
may revoke it at any time before it is exercised by delivering
written notice of such revocation to the Secretary of the Company or
by attending the meeting and voting. All shares represented by valid
proxies received pursuant to this solicitation and not revoked before
they are exercised will be voted in the manner specified therein. If
no specification is made, the proxies will be voted in favor of:
1. The election to the Board of Directors of the nine nominees
named in the Proxy Statement; and
2. The ratification of the action of the Board of Directors in
selecting PricewaterhouseCoopers LLP as independent
accountants to audit the consolidated financial statements
of the Company and its subsidiaries for the current fiscal
year.
The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote is necessary for a quorum at
the meeting. Directors are elected by a plurality of the votes of
shares present in person or represented by proxy at the meeting. The
ratification of the selection of the accountants requires the
affirmative vote of a majority of shares present or represented by
proxy at the meeting and entitled to vote in respect thereto.
Abstentions will be counted for the purpose of determining the
existence of a quorum and will have the same effect as a negative
vote on matters other than the election of directors. If a nominee
holding shares for a beneficial owner indicates on the proxy that it
does not have discretionary authority as to certain shares to vote on
a particular matter or otherwise does not vote such shares, these
shares will not be considered as present and entitled to vote in
respect to that matter, but will be counted for the purpose of
determining the existence of a quorum.
<PAGE>
The cost of soliciting proxies for the meeting will be borne by
the Company. In addition to solicitation by mail, arrangements may
be made with brokerage firms, banks and other custodians, nominees
and fiduciaries to send proxy material to their principals. The
Company will reimburse these institutions for their reasonable costs
in doing so. No solicitation is to be made by specially engaged
employees or other paid solicitors.
Only the holders of Common Stock of record at the close of
business on November 20, 2000, will be entitled to vote at the
meeting. On such date, 171,227,177 shares of Common Stock were
outstanding and Stockholders will be entitled to one vote for each
share held.
<PAGE>
OWNERSHIP OF THE COMPANY'S SECURITIES
Ownership by Directors and Officers
The following table sets forth, with respect to each director of
the Company, each of the executive officers named in the Summary
Compensation Table and all executive officers and directors as a
group, the number of shares beneficially owned and the percent of
Common Stock so owned, all as of November 1, 2000:
<TABLE>
<CAPTION>
Amount and
Nature of Beneficial Percent of
Name Ownership (1) Class
<S> <C> <C>
Leon Levine 4,585,195 (2) 2.7%
Howard R. Levine 10,013,315 (3) 5.8%
R. James Kelly 441,000 *
R. David Alexander, Jr. 82,750 *
George R. Mahoney, Jr. 570,700 *
Mark R. Bernstein 26,130 (4) *
Sharon Allred Decker 420 *
James H. Hance, Jr. 17,420 *
James G. Martin 1,420 *
All Executive Officers and 16,149,264 9.4%
Directors of the Company
as a Group (17 persons)
* Less than one percent.
</TABLE>
<PAGE>
(1) All shares are held with sole voting and investment power,
except that Mr. Howard R. Levine does not have voting or
investment power with respect to 7,210,821 shares held in
irrevocable trusts by Bank of America, N.A., as Trustee, for his
benefit, as set forth in note (3) below, and Mr. Bernstein has
shared voting power with respect to 21,210 shares held in the
Profit Sharing Plan as set forth in note (4) below. Includes
those shares listed in the table which the following persons
have the right to acquire beneficial ownership of as of
November 1, 2000, or within 60 days thereafter, pursuant to the
exercise of stock options: (i) Mr. Howard R. Levine-304,000
shares; (ii) Mr. Kelly-435,000 shares; (iii) Mr. Alexander-
72,000 shares; (iv) Mr. Mahoney-141,000 shares; and (v) all
executive officers and directors as a group-1,144,100 shares.
(2) Does not include (i) the 13,990,376 shares listed in the table
under the caption "Ownership by Others" below as being held in
irrevocable trusts by Bank of America, N.A., as Trustee, for
the benefit of certain of Mr. Leon Levine's children and
grandchildren, including 7,210,821 shares held in trusts for the
benefit of Mr. Leon Levine's son, Mr. Howard R. Levine; (ii)
212,700 shares owned by Mr. Leon Levine's wife; (iii) 2,430,000
shares held in trust by Mr. Leon Levine's wife and one of his
children for the benefit of another child of Mr. Leon Levine;
and (iv) 2,802,494 shares beneficially owned by Mr. Howard R.
Levine. Mr. Leon Levine disclaims beneficial ownership of the
shares referred to in this note (2).
(3) Includes 7,210,821 shares listed in the table under the caption
"Ownership by Others" below as being held in irrevocable trusts
by Bank of America, N.A., as Trustee, for the benefit of
Mr. Howard R. Levine. Does not include 187,284 shares listed
in said table as being held in irrevocable trusts by Bank of
America, N.A., as Trustee, for the benefit of a child of
Mr. Howard R. Levine.
(4) Includes 21,210 shares held under the Parker, Poe, Adams &
Bernstein L.L.P. Profit Sharing Plan, but does not include
22,500 shares owned by Mr. Bernstein's wife. Mr. Bernstein
disclaims beneficial ownership of the shares owned by his wife.
<PAGE>
Ownership by Others
On the basis of filings with the Securities and Exchange
Commission and other information, the Company believes that as of
November 1, 2000, the following additional Stockholders beneficially
owned more than 5% of the Company's Common Stock:
<TABLE>
<CAPTION>
Amount and
Nature of Beneficial Percent of
Name and Address Ownership Class
<S> <C> <C>
Bank of America, N.A., as Trustee 13,990,376 (1) 8.2%
One Bank of America Plaza
Charlotte, North Carolina 28255
T. Rowe Price Associates, Inc. 9,022,230 (2) 5.3%
100 East Pratt Street
Baltimore, Maryland 21202
</TABLE>
(1) These securities are held with sole voting and investment power
under irrevocable trusts for the benefit of certain of Mr. Leon
Levine's children and grandchildren, including 7,210,821 shares
held in trusts for the benefit of Mr. Howard R. Levine.
(2) These securities are owned by various individual and
institutional investors which T. Rowe Price Associates, Inc.
(Price Associates) serves as investment adviser with power to
direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of
such securities.
<PAGE>
ELECTION OF DIRECTORS
At the meeting, nine directors are to be elected to serve for
the ensuing year and until their respective successors are elected
and qualified. Votes pursuant to the enclosed proxy will be cast for
the election as directors of the nine nominees named below unless
authority is withheld. All nine nominees are now members of the
Board of Directors. If for any reason any nominee shall not be a
candidate for election as a director at the meeting, an event not now
anticipated, the enclosed proxy will be voted for such substitute as
shall be designated by the Board of Directors.
The following information is furnished with respect to the
nominees:
<TABLE>
<CAPTION>
Year First
Elected
Name of Nominee Principal Occupation Age Director
<S> <C> <C> <C>
Leon Levine (1)(2) Chairman of the Board 63 1969
of the Company
Howard R. Levine (2) President and 41 1997 (3)
Chief Executive Officer
of the Company
R. James Kelly (2) Vice Chairman, 53 1997 (4)
Chief Financial and
Administrative Officer
of the Company
R. David Alexander,Jr. (2) Executive Vice President 43 2000 (5)
and Chief Operating
Officer of the Company
George R. Mahoney, Jr. (2) Executive Vice President- 58 1987 (6)
General Counsel and
Secretary of the Company
Mark R. Bernstein (7)(8) Partner in the law firm 70 1980(9)
of Parker, Poe, Adams
& Bernstein L.L.P.
<PAGE>
Sharon Allred Decker(7)(10) President of Doncaster, 43 1999(11)
a division of The
Tanner Companies
James H. Hance, Jr. (10) Vice Chairman- 56 1995(12)
Chief Financial Officer
Bank of America
Corporation
James G. Martin (7)(8)(10) Corporate Vice President 64 1996(13)
Carolinas HealthCare
System
</TABLE>
<PAGE>
(1) Mr. Leon Levine served as Chairman of the Board, Chief
Executive Officer and Treasurer of the Company until August
1998 when he resigned from the positions of Chief Executive
Officer and Treasurer. He retains the position of Chairman of
the Board. Mr. Leon Levine is the father of Mr. Howard R.
Levine, President and Chief Executive Officer of the Company.
(2) Member of the Executive Committee of the Board of Directors.
(3) Mr. Howard R. Levine was employed by the Company in various
capacities in the Merchandising Department from 1981 to 1987,
including employment as Senior Vice President-Merchandising
and Advertising. From 1988 to 1992, Mr. Levine was President
of Best Price Clothing Stores, Inc., a chain of ladies'
apparel stores. From 1992 to April 1996, he was self-employed
as an investment manager. He rejoined the Company in April
1996, and was elected Vice President-General Merchandise
Manager: Softlines in April 1996, Senior Vice President-
Merchandising and Advertising in September 1996, President and
Chief Operating Officer in April 1997, and Chief Executive
Officer in August 1998. He is the son of Mr. Leon Levine.
(4) Mr. Kelly was employed by the Company as Vice Chairman in
January 1997. Prior to his employment with the Company,
he was a partner with PricewaterhouseCoopers LLP for more than
the last five years.
(5) Mr. Alexander was employed by the Company as Senior Vice
President-Distribution and Transportation in August 1995, and
was promoted to Senior Vice President-Distribution and
Logistics in September 1997, to Executive Vice President-
Supply Chain and Real Estate in October 1999 and to Executive
Vice President-Chief Operating Officer in August 2000. Prior
to his employment by the Company, he was employed by Northern
Automotive Co., Inc., a chain of discount automotive supply
stores, from June 1993 to August 1995, where he was Senior
Vice President-Distribution and Transportation.
(6) Mr. Mahoney was employed by the Company as General Counsel in
1976, and also has served as Vice President and Secretary
since 1977, Senior Vice President since 1984, and Executive
Vice President since 1991.
(7) Member of the Compensation Committee of the Board of
Directors.
(8) Member of the Stock Option Committee of the Board of
Directors.
<PAGE>
(9) Mr. Bernstein has been a partner in the law firm named above
for more than the last five years.
(10) Member of the Audit Committee of the Board of Directors.
(11) Mrs. Decker has been President of Doncaster, a division of The
Tanner Companies, since August 1999. Doncaster is a direct
sales organization selling a high-end line of women's apparel.
From January 1997 to July 1999, she was President and Chief
Executive Officer of The Lynnwood Foundation which created and
manages a conference facility and leadership institute. Prior
to January 1997, Mrs. Decker was employed with Duke Energy
Corporation (formerly Duke Power Company), where her last
position was Corporate Vice President and Executive Director
of The Duke Power Foundation.
(12) Mr. Hance has been Vice Chairman and Chief Financial Officer
of Bank of America Corporation since October 1, 1998. He was
Vice Chairman and Chief Financial Officer of NationsBank
Corporation from 1993 through September 30, 1998, when
NationsBank Corporation and BankAmerica Corporation merged.
He also is a director of Bank of America Corporation,
Caraustar Industries, Inc., Lance, Inc. and Summit
Properties, Inc.
(13) Mr. Martin has been associated with the Carolinas HealthCare
System since January 1993, and currently is Corporate Vice
President. He served as Governor of the State of North
Carolina from 1985 through 1992 and was a member of the United
States House of Representatives, representing the Ninth
District of North Carolina, from 1973 until 1984. He also is
a director of Duke Energy Corporation, Applied Analytical
Industries, Inc. and Palomar Medical Technologies, Inc.
(14) Directors who are not employees of the Company are paid $2,500
for each Board meeting attended and $500 for each Audit
Committee and Compensation Committee meeting attended, and
receive an annual grant of shares of the Company's Common
Stock with a fair market value at the time of the grant of
$7,500. Directors who are employees of the Company receive no
additional compensation for each Board or Committee meeting
attended.
<PAGE>
Committees of the Board of Directors
The Executive Committee, which met on six occasions during the
fiscal year ended August 26, 2000, is authorized under Delaware
corporate laws and the Company's By-Laws to exercise certain of the
powers of the Board of Directors.
The principal functions and responsibilities of the Audit
Committee, which met with the Company's independent accountants
three times during fiscal 2000, are to (i) monitor the integrity of
the Company's financial process and systems of internal controls
regarding finance, accounting, and legal compliance; (ii) monitor
the independence and performance of the Company's independent
accountants; (iii) provide an avenue of communication among the
independent accountants, management and the Board of Directors; and
(iv) report to the Board of Directors regarding the Audit
Committee's duties and responsibilities. The Audit Committee
operates under a written charter adopted by the Board of Directors
which is included in this Proxy Statement as Appendix A.
The principal function of the Stock Option Committee, which
acted by unanimous written consent in lieu of meetings on 57
occasions during fiscal 2000, is to administer the 1989 Non-
Qualified Stock Option Plan, including determination of the
employees who are to be granted options under the Plan and the
number of shares subject to each option.
The principal functions of the Compensation Committee, which
met two times during fiscal 2000, are to review compensation
policies for executive officers of the Company, establish the
compensation of the Chairman of the Board and the Chief Executive
Officer and review and approve the pre-tax earnings goal and the
payment of bonuses under the Incentive Profit Sharing Plan.
There was no nominating committee of the Board of Directors nor
any other committee which performed a similar function during fiscal
2000.
The Board of Directors met four times, and acted by unanimous
written consent in lieu of meetings twice, during fiscal 2000.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation
during fiscal years 2000, 1999 and 1998 of the Company's Chief Executive
Officer and the four other most highly compensated executive officers
who served in such capacities as of August 26, 2000.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
All
Other Long-Term Other
Annual Restricted Securities Incentive Compen-
Name and Principal Fiscal Bonus Compen- Stock Underlying Plan sation
Position Year Salary($) ($)(1) sation($) Award(s)($) Options(#)(2) Payouts($) ($)(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leon Levine 2000(4) 1,000,000 468,000 - - 0 - 16,196
Chairman of the Board 1999 1,000,000 525,000 - - 0 - 14,325
1998 950,000 542,450 - - 0 - 17,377
Howard R. Levine 2000(5) 450,000 314,439 - - 100,000 - 10,155
President and Chief 1999 375,000 295,500 - - 75,000 - 10,519
Executive Officer 1998 324,904 188,374 - - 70,000 - 19,216
R. James Kelly 2000 450,000 210,600 - - 0 - 8,067
Vice Chairman, Chief 1999 450,000 236,250 - - 150,000 - 10,593
Financial and 1998 450,000 256,950 - - 300,000 - 7,586
Administrative Officer
R. David Alexander, Jr. 2000(6) 250,846 80,148 - - 45,000 - 5,652
Executive Vice President- 1999 231,308 69,092 - - 35,000 - 7,246
Supply Chain and 1998 219,231 71,250 - - 40,000 - 6,070
Real Estate
George R. Mahoney, Jr. 2000 279,135 89,231 - - 50,000 - 7,457
Executive Vice President- 1999 264,135 94,721 - - 45,000 - 5,087
General Counsel and 1998 248,461 97,148 - - 60,000 - 7,070
Secretary
</TABLE>
<PAGE>
(1) Amounts paid under the Company's Incentive Profit Sharing Plan.
(2) Stock options were granted pursuant to the Company's 1989 Non-
Qualified Stock Option Plan.
(3) Includes (a) Company contributions to the Employee Savings and
Retirement Plan and Trust for fiscal years 2000, 1999 and 1998,
respectively, as follows: Mr. Leon Levine-$2,400, $2,400 and
$2,400, Mr. Howard R. Levine-$2,476, $3,029 and $4,627,
Mr. Kelly-$1,868, $4,217 and $2,337, Mr. Mahoney-$1,731, $2,377
and $2,412, Mr. Alexander-$1,916, $2,370 and $2,498; and (b)
reimbursement of expenses under the Company's Medical Expense
Reimbursement Plan of certain medical care costs for fiscal
years 2000, 1999 and 1998, respectively, as follows: Mr. Leon
Levine-$13,796, $11,925 and $14,977, Mr. Howard R. Levine-
$7,679, $7,490 and $14,589, Mr. Kelly-$6,199, $6,376 and $5,249,
Mr. Mahoney-$5,726, $2,710 and $4,658, Mr. Alexander-$3,736,
$4,876 and $3,572.
(4) Mr. Leon Levine served as Chairman of the Board, Chief Executive
Officer and Treasurer of the Company until August 1998 when he
resigned as Chief Executive Officer and Treasurer and was
succeeded as Chief Executive Officer by Mr. Howard R. Levine.
Mr. Leon Levine continues to serve as Chairman of the Board.
(5) Mr. Howard R. Levine was employed by the Company in April 1996.
He was elected President in April 1997 and Chief Executive
Officer in August 1998.
(6) Mr. Alexander was employed by the Company in August 1995. He
was elected Executive Vice President-Supply Chain and Real
Estate in October 1999 and Executive Vice President-Chief
Operating Officer in August 2000.
<PAGE>
Option Grants During the Fiscal Year Ended August 26, 2000
The following table sets forth all options to acquire shares of the
Company's Common Stock granted during the fiscal year ended August 26, 2000,
to the executive officers named in the Summary Compensation Table.
Leon Levine has never been granted options, and during the fiscal year ended
August 26, 2000, no options were granted to R. James Kelly. The potential
realizable value amounts shown in the table are the values that might be
realized upon exercise of options immediately prior to the expiration of
their term based on arbitrarily assumed annualized rates of appreciation
in the price of the Company's Common Stock of five percent and ten percent
over the term of the options, as set forth in the rules of the Securities
and Exchange Commission. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Common Stock. There can be
no assurance that the potential realizable values shown in the table will
be achieved.
<TABLE>
<CAPTION>
Individual Grants(1) Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise or for Option Term
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Howard R. Levine 100,000 10.9% 18.50 9/12/04 511,121 1,129,444
R. David Alexander, Jr. 45,000 4.9% 18.50 9/12/04 230,004 508,250
George R. Mahoney, Jr. 50,000 5.4% 18.50 9/12/04 255,560 564,722
</TABLE>
(1) Stock options were granted pursuant to the Company's 1989 Non-
Qualified Stock Option Plan. The exercise price for each option
is the fair market value per share of Common Stock on the date
of the grant. See "Report of the Compensation Committee and
Stock Option Committee of the Board of Directors on Executive
Compensation" for a description of other material terms of the Plan.
<PAGE>
Option Exercises and Fiscal Year-End Values
The following table sets forth all options exercised during the fiscal
year ended August 26, 2000, by the executive officers named in the Summary
Compensation Table, and the number and value of unexercised options held
by such executive officers at fiscal year-end. No options have been
granted to, or exercised by, Leon Levine.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money
Acquired on Realized Options at FY-End(#) Options at FY-End($)(2)
Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Howard R. Levine 0 0 244,000 271,000 2,520,340 966,698
R. James Kelly 0 0 435,000 465,000 3,524,288 1,694,588
R. David Alexander, Jr. 22,500 347,805 37,000 113,000 348,823 345,340
George R. Mahoney, Jr. 90,000 1,100,565 87,000 158,000 853,928 640,260
</TABLE>
(1) The value realized is calculated based on the difference between the
option exercise price and the closing market price of the Company's
Common Stock on the date prior to the date of the exercise multiplied
by the number of shares to which the exercise relates.
(2) The closing price of the Company's Common Stock as reported on the
New York Stock Exchange Composite tape on August 25, 2000, was $17.56
and is used in calculating the value of unexercised options.
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
Howard R. Levine's compensation arrangement with the Company
provides that for the fiscal year ended August 26, 2000, he was to
be paid a base salary of $8,654 per week ($450,000 per annum) and
for the fiscal year ending September 1, 2001, he is to be paid a
base salary of $9,615 per week ($500,000 per annum). In addition,
under the Company's Incentive Profit Sharing Plan, he may receive
bonuses for the fiscal years ended August 26, 2000, and ending
September 1, 2001, based on approximately 75% of the base salary
he receives for each fiscal year, subject to the achievement of
pre-tax earnings goals established by the Company and other terms
of the Plan. In the event Mr. Levine's employment is terminated by
the Company prior to September 1, 2001, for reasons other than for
cause or medical disability, the Company will pay Mr. Levine 180
days of his base salary then in effect in six equal monthly
installments. If Mr. Levine accepts new employment, the unpaid
balance of the payments is reduced by the compensation Mr. Levine
receives for the same period from the new employment. In the
event the employment agreement is not terminated for any reason
prior to September 1, 2001, and there is no agreement before that
date to extend Mr. Levine's employment beyond September 1, 2001,
the employment agreement terminates automatically on September 1,
2001, and the Company will pay Mr. Levine 60 days of his base
salary then in effect in two equal monthly installments. In
addition, in the event Mr. Levine's employment agreement is
terminated by the Company prior to September 1, 2001, for reasons
other than for cause or if there is no agreement before that
date to extend Mr. Levine's employment beyond September 1, 2001,
Mr. Levine will receive as a severance payment an amount equal to
the pro rata share of the bonus, if any, under and subject to the
terms and conditions of the Incentive Profit Sharing Plan. The
payment will be equal to 75% of the base salary he receives for
the period from the beginning of the fiscal year in which the
Company terminates the employment agreement through the
termination date or through September 1, 2001, if Mr. Levine's
employment continues through that date.
R. James Kelly's compensation arrangement with the Company
provides that for the fiscal years ended August 26, 2000, and ending
September 1, 2001, he is to be paid a base salary of $8,654 per week
($450,000 per annum). In addition, under the Company's Incentive Profit
Sharing Plan, he may receive a bonus for each fiscal year based on
approximately 50% of the base salary he receives for each fiscal year,
subject to the achievement of pre-tax earnings goals established by the
Company and other terms of the Plan. In the event Mr. Kelly's
employment agreement is terminated by the Company prior to September 1,
2001, for reasons other than for cause or medical disability, the
Company will pay Mr. Kelly 180 days of his base salary then in effect
in six equal monthly installments. If Mr. Kelly accepts new
<PAGE>
employment, the unpaid balance of the payments is reduced by the
compensation Mr. Kelly receives for the same period from the new
employment. In the event the employment agreement is not terminated
for any reason prior to September 1, 2001, and there is no agreement
before that date to extend Mr. Kelly's employment beyond September 1,
2001, the employment agreement terminates automatically on September 1,
2001, and the Company will pay Mr. Kelly 60 days of his base salary
then in effect in two equal monthly installments. In addition, in the
event Mr. Kelly's employment agreement is terminated by the Company
prior to September 1, 2001, for reasons other than for cause or medical
disability, Mr. Kelly will receive as a severance payment an amount
equal to the pro rata share of the bonus, if any, under and subject to
the terms and conditions of the Incentive Profit Sharing Plan. The
payment will be equal to 50% of the base salary he receives for the
period from the beginning of the fiscal year in which the Company
terminates the employment agreement through the termination date.
R. David Alexander, Jr.'s compensation arrangement with the
Company provides that for the fiscal year ending September 1, 2001, he
is to be paid a base salary of $5,577 per week ($290,000 per annum).
In addition, under the Company's Incentive Profit Sharing Plan, he may
receive a bonus for the fiscal year based on approximately 50% of the
base salary he receives for the fiscal year, subject to the achievement
of pre-tax earnings goals established by the Company and other terms of
the Plan. In the event Mr. Alexander's employment agreement is
terminated by the Company prior to September 1, 2001, for reasons
other than for cause or medical disability, the Company will pay
Mr. Alexander 180 days of his base salary then in effect in six equal
monthly installments. If Mr. Alexander accepts new employment, the
unpaid balance of the payments is reduced by the compensation
Mr. Alexander receives for the same period from the new employment. In
the event the employment agreement is not terminated for any reason
prior to September 1, 2001, and there is no agreement before that date
to extend Mr. Alexander's employment beyond September 1, 2001, the
employment agreement terminates automatically on September 1, 2001, and
the Company will pay Mr. Alexander 60 days of his base salary then in
effect in two equal monthly installments.
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended August 26, 2000, the Compensation
Committee of the Board of Directors was composed of Mark R.
Bernstein, Sharon Allred Decker and James G. Martin, and the Stock
Option Committee of the Board of Directors was composed of Mark R.
Bernstein and James G. Martin. No member of the Compensation
Committee or Stock Option Committee was an officer or employee of the
Company. Mr. Bernstein, Mrs. Decker and Mr. Martin were not eligible
to receive options under the Company's 1989 Non-Qualified Stock
Option Plan.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The objectives of the Company's executive compensation program are
to provide a competitive total compensation package that enables the
Company to attract and retain key executives, and to offer compensation
opportunities that are directly related to the annual and long-term
performance of the Company. The Company seeks to link a significant
portion of compensation to the Company's performance such that
executive officers will have a strong incentive to meet the Company's
goals and their compensation will then be aligned with the interests of
the Company's shareholders. With these objectives, the compensation of
executive officers consists primarily of (i) a base salary; (ii) annual
incentive compensation in the form of a bonus based on the achievement
of pre-tax earnings goals and the executive's contributions to meeting
the goals; and (iii) long-term incentive compensation in the form of
stock options.
BASE SALARY. The base salary of executive officers is reviewed
annually by the Compensation Committee. In determining the salary
level, the Compensation Committee takes into consideration the
responsibilities, experience and performance of the executives, their
contributions to the Company's operating performance, including the
achievement of pre-tax earnings goals, and competitive salary practices
of other companies in the retail industry, including companies in the
S&P Retail Stores Composite Index and other companies in the retail
industry with sales comparable to the sales of the Company.
INCENTIVE PROFIT SHARING PLAN. The Compensation Committee also
reviews and approves a pre-tax earnings goal established by the Company
each fiscal year under the Company's Incentive Profit Sharing Plan.
This Plan provides for payments, not exceeding 5% of the Company's
consolidated earnings before income taxes and before deducting payments
under the Plan or any other incentive compensation arrangement, to
executive officers and other supervisory personnel if such goal is
achieved. The amount of the bonus is based on a percentage of the
employee's base salary, and for executive officers the percentage
ranges from 30% to 75%. The percentage is higher for the more senior
executive officers as a greater portion of the senior executives'
compensation is tied to the achievement of pre-tax earnings goals. In
the event the pre-tax earnings goal is exceeded, the amount of the
bonus increases by 2% for each 1% by which the goal is exceeded, to a
maximum of 50% additional bonus for exceeding the goal by 25%. If the
pre-tax earnings goal is not achieved, the amount of the bonus
decreases by 5% for each 1% by which the goal is not achieved, with no
bonus being paid if pre-tax earnings are below 90% of the goal. As
approximately 98.7% of the pretax earnings goal for the fiscal year
ended August 26, 2000, was achieved, the bonus paid was approximately
93.5% of the bonus that would have been paid if 100% of the goal had
been achieved. Except for the Chairman of the Board, the President and
Chief Executive Officer, the Vice Chairman and Chief Financial and
<PAGE>
Administrative Officer, and the Executive Vice President and Chief
Operating Officer, the annual individual performance rating of each
executive officer by that officer's supervisor may increase or decrease
the amount of bonus paid. The performance rating is based on a variety
of criteria, including the effectiveness of the officers in executing
their managerial responsibilities and their impact on the financial
results of the Company (such as sales, pre-tax earnings and
shareholders' return on average equity). The Compensation Committee
reviews and approves the payment of bonuses under the Incentive Profit
Sharing Plan.
STOCK OPTIONS. To establish another link between compensation and
management's performance in creating value for shareholders, evidenced
by increases in the Company's stock price, executive officers may
receive grants of stock options typically on an annual basis. The
Company encourages stock ownership by executives, but has not
established target levels for equity holdings by executives. Grants
are made by the Stock Option Committee of the Board of Directors. The
Compensation Committee considers the grant of stock options by the
Stock Option Committee in reviewing the compensation of executive
officers. The Chairman of the Board, Leon Levine, has never been
granted stock options. Under the Company's 1989 Non-Qualified Stock
Option Plan, the exercise price for each option is the fair market
value per share of Common Stock on the date of the grant. Fair market
value per share is the average of the highest price and lowest price at
which the Common Stock is sold regular way on the New York Stock
Exchange on the date of the grant. Options have a term of five years,
and may not be exercised prior to the expiration of two years from the
date of the grant. Thereafter, each option becomes exercisable in
cumulative installments of not more than 40% of the number of shares
subject to the option after two years, 70% after three years and 100%
after four years. Such vesting schedule encourages executives to
remain in the employ of the Company. With limited exceptions, no
option is exercisable unless the optionee has been continuously
employed by the Company from the date of grant to the date of exercise.
In determining the number of options to be granted, the Stock Option
Committee takes into account the executive's base salary and level of
responsibilities and the annual individual performance rating of the
executive, as well as the number of options granted in prior years.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The base salary of the
Chief Executive Officer is established by the Compensation Committee
annually based on consideration of the same general factors as are
described above with respect to the determination of the base salary of
other executive officers. For the fiscal year ended August 26, 2000,
Howard R. Levine received a base salary of $450,000, and for the fiscal
year ending September 1, 2001, he will receive a base salary of
$500,000.
The incentive compensation element of the compensation of the
Chief Executive Officer is based on the Company's achievement of its
pre-tax earnings goal. Under the Company's Incentive Profit Sharing
<PAGE>
Plan, Mr. Levine's bonus is based on 75% of his base salary. The amount
of the bonus is subject to increase or decrease based on the level of
pre-tax earnings in the manner described above with respect to the
bonus for other executive officers. For the fiscal year ended
August 26, 2000, Mr. Levine was paid a bonus of $314,439 under the
Incentive Profit Sharing Plan as the Company achieved approximately
98.7% of the pre-tax earnings goal.
In determining Mr. Howard R. Levine's base salary and bonus
percentage, the Compensation Committee also took into account the fact
that he receives options under the Company's 1989 Non-Qualified Stock
Option Plan. As described under the heading "Option Grants During the
Fiscal Year Ended August 26, 2000," Howard R. Levine received options
to purchase 100,000 shares. The Compensation Committee also considered
that the Company's only retirement plan or similar benefit for the Chief
Executive Officer or any executive officers is a 401(k) Plan and the
Company's contribution for Mr. Levine for the fiscal year ended
August 26, 2000, was $2,476.
DEDUCTIBILITY OF COMPENSATION. Internal Revenue Code Section
162(m) provides that publicly held companies may not deduct in any
taxable year compensation in excess of $1 million paid to the Chief
Executive Officer or any of the four other highest paid executive
officers which is not "performance-based" as defined in Section 162(m).
At the Annual Meeting of Stockholders on January 16, 1997, Stockholders
approved an amendment to the 1989 Non-Qualified Stock Option Plan and
approved the Incentive Profit Sharing Plan for the purpose of
preserving the future deductibility of all compensation paid under said
Plans. The Company believes that all executive officer compensation
paid in the fiscal year ended August 26, 2000, met the deductibility
requirements of Section 162(m). The Compensation Committee will
continue to monitor this issue and will determine what additional
steps, if any, it may take in response to such provision.
This report is submitted by Mark R. Bernstein, Sharon Allred
Decker and James G. Martin as the members of the Compensation Committee
and Mark R. Bernstein and James G. Martin as the members of the Stock
Option Committee.
<PAGE>
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
During the fiscal year ended August 26, 2000, the Audit Committee
of the Board of Directors was composed of James H. Hance, Jr.,
Sharon Allred Decker and James G. Martin. Each of the members of the
Audit Committee is independent as defined under the New York Stock
Exchange listing standards.
The Audit Committee has reviewed and discussed the audited
financial statements of the Company for the fiscal year ended
August 26, 2000, with the Company's management. The Audit Committee
has discussed with PricewaterhouseCoopers LLP, the Company's
independent accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communications with Audit
Committees), as amended by Statement on Auditing Standards No. 90
(Audit Committee Communications).
The Audit Committee has also received the written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and the Audit Committee has discussed the independence of
PricewaterhouseCoopers LLP with that firm.
Based on the Audit Committee's review and discussions noted above,
the Audit Committee recommended to the Board of Directors that the
Company's audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended August 26, 2000,
for filing with the Securities and Exchange Commission.
This report is submitted by James H. Hance, Jr., Sharon Allred
Decker and James G. Martin as members of the Audit Committee.
<PAGE>
Stock Performance Graph
The following graph sets forth the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock
during the five fiscal years ended August 26, 2000, compared with the
cumulative total returns of the S&P Midcap 400 Index and the S&P Retail
Stores Composite Index. The comparison assumes $100 was invested on
August 31, 1995, in the Company's Common Stock and in each of the
foregoing indices, and that dividends were reinvested.
<TABLE>
<CAPTION>
COMPARISON OF 5 YEAR
CUMULATIVE TOTAL RETURN
AMONG FAMILY DOLLAR STORES, INC.,
THE S & P MIDCAP 400 INDEX
AND THE S & P RETAIL STORES
COMPOSITE INDEX
8/95 8/96 8/97 8/98 8/99 8/00
<S> <C> <C> <C> <C> <C> <C>
Family Dollar Stores, Inc. 100 97 183 237 347 321
S & P Midcap 400 100 112 154 134 189 265
S & P Retail Stores Composite 100 121 155 203 266 257
</TABLE>
<PAGE>
RELATED TRANSACTIONS
Legal services were rendered to the Company during the fiscal year
ended August 26, 2000, and are being rendered to the Company during the
fiscal year ending September 1, 2001, by Parker, Poe, Adams & Bernstein
L.L.P., of which Mark R. Bernstein, a director of the Company, is a
partner.
The Company has commercial banking relationships with subsidiaries
of Bank of America Corporation, of which James H. Hance, Jr., a
director of the Company, is Vice Chairman and Chief Financial Officer.
Since December 1994, a subsidiary of the Company has leased space
in a building in Charlotte, North Carolina, from 9517 Monroe, LLC,
for processing merchandise returned from stores and for storing
merchandise. 9517 Monroe, LLC is a limited liability company in which
Leon Levine, the Chairman of the Board of the Company, and his brother,
Alvin E. Levine, both own a 50% interest. A total of $254,671 in rents
was paid to 9517 Monroe, LLC, for the fiscal year ended August 26,
2000. The current rent payable for the leasing of approximately 78,000
square feet is $21,434 per month ($257,208 annually) through the end of
the term of the lease on April 30, 2001. The Company believes that the
rents for this leased space are competitive with amounts that would be
paid to an unaffiliated entity to lease similar space.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of
PricewaterhouseCoopers LLP as independent accountants to audit
and report on the consolidated financial statements of the Company and
its subsidiaries for the year ending September 1, 2001, and to perform
such other appropriate accounting and related services as may be
required by the Board of Directors. The affirmative vote of the
holders of a majority of the shares of Common Stock present or
represented by proxy at the meeting and entitled to vote in respect
thereto is required to ratify the selection of PricewaterhouseCoopers
LLP for the purposes set forth above. The Board of Directors
recommends that the Stockholders vote for ratification of the selection
of PricewaterhouseCoopers LLP. If the Stockholders do not ratify the
selection of PricewaterhouseCoopers LLP, the selection of independent
accountants will be reconsidered by the Board of Directors.
PricewaterhouseCoopers LLP served as the Company's independent
accountants for the fiscal year ended August 31, 1991, and for each
subsequent fiscal year. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the Annual Meeting of Stockholders and
will have an opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than
ten percent of the Company's Common Stock (collectively, "Reporting
Persons") to file with the Securities and Exchange Commission and New
York Stock Exchange initial reports of ownership and reports of changes
in ownership of the Common Stock, and to furnish the Company with
copies of such reports. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
written representations from Reporting Persons that no other reports
were required, during the fiscal year ended August 26, 2000, all
Reporting Persons complied with all applicable filing requirements.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the next
Annual Meeting of Stockholders in January 2002, and to be included in
the Proxy Statement and form of proxy pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 (the "Act"), must be received by the
Company on or before July 27, 2001. Any such proposals should be in
writing and be sent by certified mail, return receipt requested, to the
Secretary, Family Dollar Stores, Inc., P. O. Box 1017, Charlotte, North
Carolina 28201-1017. Additionally, if the Company receives notice of
any shareholder proposal after October 10, 2001, such proposal will be
considered untimely pursuant to Rules 14a-4 and 14a-5(e) under the Act,
and the persons named in the proxies solicited by the Board of
Directors of the Company for the Annual Meeting of Stockholders to be
held in January 2002 may exercise discretionary voting power with
respect to such proposal.
OTHER MATTERS
Management knows of no other matters to be brought before the
meeting. However, if any other matters do properly come before the
meeting, it is intended that the shares represented by the proxies in
the accompanying form will be voted in accordance with the best
judgment of the person voting the proxies. Whether Stockholders plan
to attend the meeting or not, they are respectfully urged to sign, date
and return the enclosed proxy which will, of course, be returned to
them at the meeting if they are present and so request.
<PAGE>
APPENDIX A
CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF FAMILY DOLLAR STORES, INC. (the "COMPANY")
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities.
The Audit Committee's primary duties and responsibilities are
to:
Monitor the integrity of the Company's financial process and
systems of internal controls regarding finance, accounting,
and legal compliance.
Monitor the independence and performance of the Company's
independent auditors.
Provide an avenue of communication among the independent
auditors, management and the Board of Directors.
Report to the Board of Directors regarding the Audit
Committee's duties and responsibilities.
The Audit Committee has the authority to conduct any
investigation appropriate to fulfilling its responsibilities,
and it has direct access to the independent auditors as well as
anyone in the Company. The Audit Committee has the ability to
retain, at the Company's expense, special legal, accounting, or
other consultants or experts it deems necessary in the
performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the New
York Stock Exchange. The Audit Committee shall be comprised of
three or more directors as determined by the Board, each of whom
shall be independent nonexecutive directors, free from any
relationship that would interfere with the exercise of his or
her independent judgment. All members of the Committee shall
have a basic understanding of finance and accounting and be able
to read and understand fundamental financial statements, and at
least one member of the Committee shall have accounting or
related financial management expertise.
<PAGE>
Audit Committee members shall be appointed by the Board of
Directors. If an Audit Committee Chair is not designated or
present, the members of the Committee may designate a Chair by
majority vote of the Committee membership.
The Committee shall meet as frequently as circumstances dictate.
The Audit Committee Chair shall prepare and/or approve an agenda
in advance of each meeting. The Committee should meet privately
in executive session at least annually with the Chief Financial
Officer, the Senior Vice President-Finance, financial and other
management, as appropriate, and the independent auditors to
discuss any matters that the Committee believes should be
discussed.
III. Audit Committee Responsibilities and Duties
1. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors
for approval and have the document published at least
every three years in accordance with Securities and
Exchange Commission regulations.
2. Meet with the independent auditors and financial
management of the Company to review the plan for and
scope of the proposed audit for the current year and the
audit procedures to be utilized. At the conclusion
thereof review such audit and the audited financial
statements, including discussion with financial
management and independent auditors of significant issues
regarding accounting principles, practices and judgments,
and any matters required to be communicated by the
independent auditors in accordance with AICPA SAS 61, as
amended. Recommend to the Board of Directors that
financial statements be included in the annual report.
3. Review with the independent auditors and financial
management the adequacy and effectiveness of the
accounting and financial controls of the Company and the
major financial risk exposures, and elicit any
recommendations for the improvement of such internal
control procedures or particular areas where new or more
detailed controls or procedures are desirable, and review
management's responses to such recommendations.
4. Review with financial management and the independent
auditors the Company's quarterly financial results prior
to the release of earnings and/or the Company's quarterly
financial statements prior to filing or distribution.
Discuss any significant changes to the Company's
accounting principles and any items required to be
communicated by the independent auditors in accordance
with AICPA SAS 61, as amended.
<PAGE>
5. Review the performance of the auditors and annually
recommend to the Board of Directors the appointment of
the independent auditors or approve any discharge of
auditors when circumstances warrant. The independent
auditors are ultimately accountable to the Audit
Committee and the Board of Directors.
6. Approve the fees and other significant compensation to be
paid to the independent auditors.
7. Obtain and review written statements to be submitted by
the independent auditors on a periodic basis delineating
all relationships between the independent auditors and
the Company, and discuss with the independent auditors
all significant relationships they have with the Company
and services they provide to the Company that may impact
the objectivity and independence of the auditors.
8. Review with the Company's general counsel legal matters
that may have a material impact on the financial
statements.
9. Prepare annually a report to shareholders as required by
the Securities and Exchange Commission. The report
should be included in the Company's annual proxy
statement.
10. Perform any other activities consistent with this
Charter, the Company's by-laws, and governing law, as the
Committee or the Board of Directors deems necessary or
appropriate.
11. Maintain minutes of meetings and periodically report to
the Board of Directors on significant results of the
foregoing activities.
<PAGE>
PROXY
FAMILY DOLLAR STORES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON JANUARY 18, 2001
The undersigned hereby appoints Leon Levine, Howard R. Levine and
George R. Mahoney, Jr., or any one of them, with full power of
substitution, proxies of the undersigned to the Annual Meeting of
Stockholders of Family Dollar Stores, Inc. to be held at 2:00 p.m.
on Thursday, January 18, 2001, at the office of the Company at 10401
Old Monroe Road, Matthews, North Carolina, or at any adjournments
thereof, with all the powers which the undersigned would possess if
personally present, and instructs them to vote upon any matter which
may properly be acted upon at this meeting, and specifically as
indicated below:
<TABLE>
<CAPTION>
<S> <C> <C>
[ ] [ ]
1. ELECTION OF DIRECTORS FOR ALL NOMINEES WITHHOLD AUTHORITY
(Mark only one) listed below (except as to vote for all
shown to the contrary nominees listed below
below)
</TABLE>
Nominees:
Leon Levine, Howard R. Levine, R. James Kelly, R. David Alexander, Jr.,
George R. Mahoney, Jr., Mark R. Bernstein, Sharon Allred Decker,
James H. Hance, Jr., James G. Martin
(INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name below)
2. Ratification of the selection of PricewaterhouseCoopers LLP as Independent
Accountants:
<TABLE>
<CAPTION>
<S> <C> <C>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>
3. In their discretion, upon such other business as may properly come
before the meeting or any adjournments thereof.
(Please Sign on Reverse Side)
<PAGE>
(Continued from other side)
This Proxy, if received and correctly signed, will be voted in accordance
with the choices specified. If a choice is not specified, this Proxy will be
voted in favor of the election of the Directors named and for the
ratification of the selection of the independent accountants.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy is revocable, and the undersigned retains the right to attend this
meeting and to vote his or her stock in person.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement.
Dated this day of ,
(Please sign exactly as your name appears at
left. If there is more than one owner, each
should sign. When signing as a fiduciary or
representative, please give full title as
such. If the signer is a corporation, please
sign full corporate name by duly authorized
officer. If a partnership, please sign in
partnership name by authorized person.)
PLEASE SIGN AND RETURN PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE IS REQUIRED.
