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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
JACOBSON STORES INC.
(Name of Registrant as Specified In Its Charter)
JACOBSON STORES INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] 500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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>
JACOBSON STORES INC.
NOTICE
OF
ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
JACOBSON STORES INC.
3333 Sargent Road, Jackson, Michigan 49201
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
May 25, 1995
TO THE SHAREHOLDERS OF
JACOBSON STORES INC.:
The 1995 Annual Meeting of Shareholders of Jacobson Stores Inc. will be
held at the corporate offices, 3333 Sargent Road, Jackson, Michigan 49201, on
Thursday, May 25, 1995, at 11:30 a.m., local time, for the following purposes:
(1) To elect Kathleen McCree Lewis, Michael T. Monahan, Richard
Z. Rosenfeld, and James L. Wolohan as Class III Directors, to
serve until the 1998 Annual Meeting of Shareholders or until
their successors are elected and qualified;
(2) To consider and act on a proposal to appoint Arthur
Andersen LLP, independent certified public accountants, as
auditors for the fiscal year ending January 27, 1996; and
(3) To transact any other business that may properly come before
the meeting or any adjournments thereof.
Common shareholders of record at the close of business on March 27, 1995
will be entitled to notice of and to vote at the meeting.
Your attention is directed to the proxy statement submitted with this
notice.
By order of the Board of Directors,
RICHARD Z. ROSENFELD, Secretary
Jackson, Michigan, April 11, 1995.
Shareholders are requested to specify their choice, date, sign and
return the enclosed proxy in the enclosed envelope.
<PAGE>
JACOBSON STORES INC.
PROXY STATEMENT
FOR
1995 ANNUAL MEETING OF SHAREHOLDERS
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Jacobson Stores Inc. (the "Company") for
use at its 1995 Annual Meeting of Shareholders, to be held Thursday, May 25,
1995, at 11:30 a.m., local time, at the corporate offices, 3333 Sargent Road,
Jackson, Michigan 49201, and at any adjournments thereof, for the purposes set
forth in the accompanying notice. This proxy statement and the enclosed form
of proxy are first sent or given to security holders on or about April 11,
1995.
If the enclosed proxy is properly executed and returned to the Company,
all shares represented will be voted in the manner specified. A proxy may be
revoked at any time before it is exercised.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 1, 1995, 5,779,021-2/3 shares of the Company's Common Stock,
par value $1 per share, were outstanding and entitled to vote. (References to
outstanding shares exclude treasury shares.) Common shareholders of record at
the close of business on March 27, 1995 will be entitled to notice of and to
vote at the meeting. Each shareholder is entitled to one vote for each Common
share held on the record date. Shares may not be voted cumulatively.
The following table and the explanation on pages 2-3 provide information
as of March 1, 1995 (or, in one case as explained on page 3, December 31,
1994) about each person known to the Company to be the beneficial owner of
more than 5% of the Company's Common Stock, which is its only class of voting
securities:
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
- - - - - - - - - - - - - - - - - - - -
Name and Address of Sole Voting Shared Voting Percent
Beneficial Owner and/or Investment and/or Investment of Class
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C>
Mark K. Rosenfeld 1,501 829,020-1/3 14.3
3333 Sargent Road
Jackson, Michigan 49201
Robert L. Rosenfeld 21,600 829,020-1/3 14.7
4535 Fourth Road North
Arlington, Virginia
22203-2342
David A. Rosenfeld 325 829,020-1/3 14.3
875 Battery
San Francisco, California
94111
David L. Babson & Company, Inc. 363,300 145,200 8.8
One Memorial Drive
Cambridge, Massachusetts
02142-1300
Comerica Bank 307,199 225 5.3
One Detroit Center
Detroit, Michigan 48275
Dimensional Fund Advisors, Inc. 338,650 -- 5.9
1299 Ocean Avenue, 11th Floor
Santa Monica, California
90401
</TABLE>
1
<PAGE>
The following table and explanation provide information as of March 1,
1995 about shares of the Company's Common Stock beneficially owned by each
director, each of the five most highly compensated executive officers
identified on page 8, and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
- - - - - - - - - - - - - - - - - - - -
Name and Address of Sole Voting Shared Voting Percent
Beneficial Owner and/or Investment and/or Investment of Class
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C>
Herbert S. Amster 5,250 (2) 5,809 *
Frank Couzens, Jr. 15,150 (2) -- *
James B. Fowler 14,829 (3) 1,187 *
Paul W. Gilbert 6,000 (3) 17,836 (4) *
George P. Kelly 2,500 (5) -- *
Herman S. Kohlmeyer, Jr. 7,500 (2) 206,000-2/3 3.7
Kathleen McCree Lewis 2,500 (6) -- *
Patricia Shontz Longe 5,500 (2) -- *
Robert L. Moles 6,362 (7) -- *
Michael T. Monahan 4,000 (2) -- *
Philip H. Power 4,300 (2) -- *
Mark K. Rosenfeld 1,501 829,020-1/3 (8) 14.3
Richard Z. Rosenfeld 101,354 (9) 40,710 2.5
Robert L. Rosenfeld 21,600 829,020-1/3 (8) 14.7
James L. Wolohan 2,500 (6) -- *
All directors and executive 209,106-1/3 (10) 1,103,206 (11) 22.5
officers (18 persons
including those named
above)
<FN>
* Less than 1% of the class
(1) Includes shares owned by spouse and/or children if the named
individual has or shares voting power and/or investment power.
(2) Includes 3,000 shares that may be acquired on exercise of options.
(3) Includes 3,000 shares that may be acquired on exercise of options
which are currently exercisable and 3,000 shares that may be
acquired on exercise of options for which the exercise right will
not vest within 60 days after March 1, 1995.
(4) Includes 1,836 shares that may be acquired on conversion of
debentures.
(5) Includes 2,500 shares that may be acquired on exercise of options
for which the exercise right will not vest within 60 days after
March 1, 1995.
(6) Includes 1,500 shares that may be acquired on exercise of options.
(7) Includes 1,500 shares that may be acquired on exercise of options
which are currently exercisable and 1,500 shares that may be
acquired on exercise of options for which the exercise right will
not vest within 60 days after March 1, 1995.
(8) Includes 3,500 shares that may be acquired by Mark K. Rosenfeld on
exercise of options which are currently exercisable and 5,000 shares
which may be acquired by Mark K. Rosenfeld on exercise of options
for which the exercise right will not vest within 60 days after
March 1, 1995, 3,000 shares that may be acquired by Robert L.
Rosenfeld on exercise of options, and 459 shares that may be
acquired by Mark K. Rosenfeld or his wife as custodian and by his
adult son on the conversion of debentures.
(9) Includes 1,000 shares that may be acquired on exercise of options.
(10) Includes 33,000 shares that may be acquired on exercise of options
which are currently exercisable and 13,250 shares that may be
acquired on exercise of options for which the exercise right will
not vest within 60 days after March 1, 1995.
(11) Includes 6,500 shares that may be acquired on exercise of options
which are currently exercisable, 5,000 shares that may be acquired
on exercise of options for which the exercise right will not vest
within 60 days after March 1, 1995, and 2,295 shares that may be
acquired on the conversion of debentures.
</TABLE>
2
<PAGE>
Information about beneficial ownership, set forth in the stock ownership
tables, is based on information furnished by the shareholder, director, or
executive officer.
The following additional information is furnished in explanation of the
stock ownership tables:
261,265-1/3 shares of Common Stock registered in the names of Robert L.
Rosenfeld individually and as trustee, and his wife, 256,329 shares in the
names of David A. Rosenfeld and his wife, and 299,467 shares in the names of
Mark K. Rosenfeld and his wife individually and as trustee or custodian, and
an adult son of Mark K. Rosenfeld, are subject to a Voting and Transfer
Restriction Agreement. Irrevocable proxies have been signed by which any two
of the three brothers may vote all shares subject to the Agreement. The
transfer of the shares is restricted by the terms of the Agreement. The
Agreement continues until December 31, 2000, unless it is terminated earlier
according to its terms. Each party disclaims any beneficial interest in the
shares owned by his brothers and the wife, trusts and issue of his brothers.
All shares subject to the Agreement, as well as 11,959 shares that may be
acquired on exercise of options and conversion of debentures, as referred to
in note (8) above, are shown in the stock ownership tables as beneficially
owned by each of the brothers, but are counted only once in the total for all
directors and executive officers.
45,279 shares of Common Stock are held by Richard Z. Rosenfeld as trustee
under revocable Trust Agreement dated December 14, 1968, established by
Jacques A. Preis. Richard Z. Rosenfeld disclaims any beneficial interest in
the shares, but they are shown as beneficially owned by him.
As of March 1, 1995, David L. Babson & Company, Inc., a registered
investment adviser, exercised investment discretion with respect to 508,500
shares of the Company's Common Stock which were owned by various investors.
As of March 1, 1995, Comerica Bank held, as beneficial owner, an
aggregate of 307,424 shares of the Company's Common Stock, which includes
6,948 shares which may be acquired on the conversion of debentures, in various
fiduciary capacities, including 28,890 shares as Trustee of the Company's
Pension Plan.
As of December 31, 1994, Dimensional Fund Advisors, Inc., a registered
investment advisor, was deemed to have beneficial ownership of 338,650 shares
of the Company's Common Stock held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, or in series of The DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and the DFA Participating Group Trust, investment vehicles for qualified
employee benefit plans, for all of which Dimensional Fund Advisors, Inc.
serves as investment manager. Dimensional Fund Advisors, Inc. disclaims
beneficial ownership of all such shares.
The shareholdings reported above exclude the beneficial interest of the
executive officers of the Company in 200,505 shares of Common Stock held in
the Company's pension and profit sharing plans.
STOCK OWNERSHIP REPORTS
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding 10% or more of its Common Stock
are required to report their ownership of the Company's Common Stock and any
changes in that ownership to the Securities and Exchange Commission (the
"S.E.C."). The Company is required to report in this proxy statement any late
filings of reports of stock transactions in fiscal 1994, and any known failure
to file a required report. Based on written representations of its directors
and executive officers and its 10% shareholders, and copies of reports that
have been filed with the S.E.C., the Company believes that all such persons
complied with the filing requirements for all transactions in fiscal 1994.
3
<PAGE>
ELECTION OF DIRECTORS
The Company's by-laws provide for a Board of Directors consisting of not
less than three members as determined by the Board. The directors are divided
into three classes, as nearly equal in number as possible, with the term of
office of one class expiring each year. At each annual meeting of
shareholders, the successors of the class of directors whose term expires at
that meeting are elected for a three-year term. Directors are elected by a
plurality of the votes cast. A proxy which withholds authority from voting for
one or more or all nominees is considered a vote against such nominee or
nominees.
The directors whose term of office expires at the 1995 Annual Meeting of
Shareholders are Frank Couzens, Jr., Kathleen McCree Lewis, Michael T.
Monahan, Richard Z. Rosenfeld, and James L. Wolohan (Class III Directors). The
Board of Directors has determined that the number of directors shall be
twelve, which is one less than the present number, and has nominated Ms.
Lewis, Mr. Monahan, Richard Z. Rosenfeld, and Mr. Wolohan, each of whom is
currently a director, as Class III Directors, to serve until the 1998 Annual
Meeting of Shareholders or until their successors are elected and qualified.
Mr. Couzens is not eligible for re-election under the Company's retirement
policy for directors. The terms of office of the Class I and Class II
Directors will expire at the annual meetings of shareholders in 1996 and 1997,
respectively.
It is intended that each proxy given pursuant to this solicitation will
be voted in favor of election of each of the four director nominees named,
unless the shareholder withholds authority to vote for any one or more or all
nominees in the manner indicated on the proxy.
Management has no reason to believe that any nominee will be unable to
serve; but if any should be unable to serve, the persons named in the enclosed
proxy will vote for a substitute nominee or nominees, and/or for fewer
nominees, according to their judgment.
Proxies cannot be voted for more than four nominees.
The following information is furnished with respect to the members of the
Board of Directors and nominees:
<TABLE>
<CAPTION>
Principal Occupation First Current
and Positions Became Term
Name with the Company Age Director Class Expires
- - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C>
Herbert S. Amster (4) Management consultant; 60 1967 I 1996
formerly Chairman of
the Board and Chief
Executive Officer,
Irwin Magnetic Systems,
Inc., computer periph-
eral development and
manufacturing company,
Ann Arbor, Michigan
Frank Couzens, Jr. (3) Retired; formerly 71 1957 III 1995
Executive Vice
President,
Manufacturers Bank,
N.A., Detroit, Michigan
James B. Fowler (1) President, Jacobson 47 1988 I 1996
Stores Inc.
Paul W. Gilbert (1) Vice Chairman of the 50 1988 II 1997
Board, Jacobson Stores
Inc.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation First Current
and Positions Became Term
Name with the Company Age Director Class Expires
- - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C>
Herman S. Kohlmeyer, Senior Vice President- 62 1971 I 1996
Jr. Investments, Prudential
Securities, Inc.,
New Orleans, Louisiana
Kathleen McCree Lewis (2) Attorney; member, 47 1993 III 1995
Dykema Gossett PLLC,
Detroit, Michigan
Patricia Shontz Longe (4) Economist; Senior 61 1973 II 1997
partner, The Longe
Company, economic con-
sulting and investment
company, Naples, Florida
Michael T. Monahan (2,4) President and Chief 56 1990 III 1995
Operating Officer,
Comerica Bank,
Detroit, Michigan
Philip H. Power (4) Chairman of the Board, 56 1985 II 1997
Suburban Communications
Corporation, newspaper
publisher, Livonia,
Michigan
Mark K. Rosenfeld (1,4) Chairman of the Board 49 1976 I 1996
and Chief Executive
Officer, Jacobson
Stores Inc.
Richard Z. Rosenfeld (1,2,4) Attorney, Rosenfeld, 63 1957 III 1995
Grover & Frang, P.C.,
Jackson, Michigan;
Secretary, Jacobson
Stores Inc.
Robert L. Rosenfeld Program Manager, 57 1967 II 1997
Advanced Research
Projects Agency,
U.S. Department of
Defense, Arlington,
Virginia
James L. Wolohan (2) President and Chief 43 1993 III 1995
Executive Officer,
Wolohan Lumber Co.,
Saginaw, Michigan
<FN>
(1) Members of Executive Committee.
(2) Class III Directors, whose current term expires at the 1995 Annual
Meeting; nominated to serve until 1998.
(3) Class III Director, whose current term expires at the 1995 Annual
Meeting; not eligible for re-election.
(4) See information on page 6 under the caption "Certain
Relationships and Related Transactions."
</TABLE>
5
<PAGE>
Mr. Amster was formerly a Vice President of the Company. He was Chairman
of the Board and Chief Executive Officer of Irwin Magnetic Systems, Inc.,
1985-1989; Senior Vice President Corporate Development, and a director, of
Cipher Data Products Incorporated, 1989-1990; and Senior Vice President
Corporate Development, Archive Corporation, 1990. He is now an independent
management consultant. He is a director of TriMas Corporation and First of
America Bank-Michigan.
Mr. Couzens was Executive Vice President of Manufacturers Bank, N.A. (now
Comerica Bank) from 1977 until his retirement in 1989. He was President of the
Center for Creative Studies from 1993-1994. He is a director of Wilson, Kemp &
Associates, a subsidiary of Comerica Incorporated.
Mr. Fowler has held merchandising positions with the Company since 1972,
was Vice President-Divisional Merchandise Manager, 1984-1987, Executive Vice
President-Marketing, 1987-1993, and has been President since 1993.
Mr. Gilbert was Vice President and Controller of the Company, 1976-1984,
Senior Vice President and Chief Financial Officer, 1984-1988, Executive Vice
President and Chief Financial Officer, 1988-1993, Treasurer, 1991-1993, and
has been Vice Chairman of the Board since 1993.
Mr. Kohlmeyer was First Vice President of Thomson McKinnon Securities,
Inc., 1981-1987, and has been Senior Vice President-Investments of Prudential
Securities, Inc. since 1988.
Ms. Lewis has been a member of Dykema Gossett PLLC and its predecessor
since 1973.
Dr. Longe was Professor of Business Administration in the Graduate School
of Business Administration of the University of Michigan for more than five
years prior to 1986. She has been senior partner of The Longe Company, an
economic consulting and investment company, of Naples, Florida, since 1981.
She is a director of The Detroit Edison Company, The Kroger Company, Comerica
Incorporated, Comerica Bank & Trust, F.S.B. (Florida), and The Warner-Lambert
Company.
Mr. Monahan was an executive officer of Manufacturers Bank, N.A. for more
than five years, and was President and Chief Operating Officer, 1989-1992.
Following the merger of Comerica Incorporated and Manufacturers National
Corporation in 1992, he has been President and Chief Operating Officer, and a
director, of Comerica Bank. In addition, he has been President and a director
of Comerica Incorporated since 1993.
Mr. Power founded Suburban Communications Corporation, a publisher of
newspapers, in 1974, and has been its Chairman of the Board since that date.
He is a director of Daedalus Enterprises, Inc., and a Regent of the University
of Michigan.
Mark K. Rosenfeld has been an executive officer of the Company since
1976, was President, 1982-1993, Chief Operating Officer, 1987-1992, and has
been Chief Executive Officer since 1992 and Chairman of the Board since 1993.
He is a director of TCF Financial Corporation and a director of Great Lakes
Bancorp, a subsidiary of TCF Financial Corporation.
Richard Z. Rosenfeld has been a member of Rosenfeld, Grover & Frang, P.C.
since 1981, and Secretary of Jacobson Stores Inc. since 1964.
Robert L. Rosenfeld held various engineering and administrative positions
with Consumers Power Company, a public utility, from 1970-1984; was Principal
Engineer with Technical Analysis Corporation, technical consultants,
1984-1985; and has been Program Manager, Advanced Research Projects Agency
(formerly Defense Advanced Research Projects Agency) since 1985.
6
<PAGE>
Mr. Wolohan has held executive positions with Wolohan Lumber Co. for more
than ten years. He was Vice President and General Merchandise Manager, 1984-
1986, President and Chief Operating Officer, 1986-1987, has been President and
Chief Executive Officer since 1987, and has also been Chairman of the Board
since 1994.
Robert L. and Mark K. Rosenfeld are brothers. Richard Z. Rosenfeld is
their first cousin.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and its subsidiaries have business relationships and
transactions in the ordinary course of business with the following entities,
of which the directors of the Company named below are officers or directors.
The Company considers that the terms of all transactions referred to are
comparable to those which would have been reached with unaffiliated parties.
During the fiscal year ended January 28, 1995, the Company paid Kurt
Gaum, Inc., of which Mark K. Rosenfeld is a 50% owner, a director, Vice
President and Treasurer, $101,000 for merchandise for resale.
The Company and its subsidiaries regularly deposit money with and borrow
money from various banks, including Comerica Bank and First of America Bank-
Michigan. Michael T. Monahan is President and Chief Operating Officer and a
director of Comerica Bank, and President and a director of Comerica
Incorporated. Patricia Shontz Longe is a director of Comerica Incorporated,
the holding company which operates Comerica Bank. Herbert S. Amster is a
director of First of America Bank-Michigan. Information on the Company's
banking relationships with Comerica Bank and First of America Bank-Michigan in
fiscal 1994 are reported on page 11 under the caption "Compensation Committee
Interlocks and Insider Participation."
The Company regularly advertises in various newspapers and other
periodicals, including newspapers published by Suburban Communications
Corporation, of which Philip H. Power is Chairman of the Board. Information on
the Company's fiscal 1994 advertising in newspapers published by Suburban
Communications Corporation is reported on page 11 under the caption
"Compensation Committee Interlocks and Insider Participation."
The Company retains Rosenfeld, Grover & Frang, P.C., of which Richard Z.
Rosenfeld is a member, as its primary legal counsel. Information on the fees
paid by the Company to that law firm is set forth immediately below under the
caption "Compensation of Directors."
COMPENSATION OF DIRECTORS
The Company compensates its directors at the rate of $9,000 per year
($12,000 for committee chair) plus $750 for each Board meeting attended and
each directors' committee meeting attended; except that no director fees are
paid to any director who is a full-time employee of the Company (Mark K.
Rosenfeld, Mr. Gilbert, and Mr. Fowler) or counsel for the Company (Richard Z.
Rosenfeld). Directors are eligible to defer director fees, with interest
thereon, until after termination of service as a director of the Company.
Under the Company's Stock Option Plan of 1994, non-statutory stock
options were granted in 1994 to the following directors who are not full-time
employees of the Company, at $14-3/8, which was the fair market value on the
date of grant:
7
<PAGE>
<TABLE>
<CAPTION>
Name Options
- - - - - - - - - - - - - - - - -
<S> <C>
Herbert S. Amster 500 sh.
Frank Couzens, Jr. 500
Herman S. Kohlmeyer, Jr. 500
Kathleen McCree Lewis 500
Patricia Shontz Longe 500
Michael T. Monahan 500
Philip H. Power 500
Richard Z. Rosenfeld 1,000
Robert L. Rosenfeld 500
James L. Wolohan 500
</TABLE>
The term of each director option is five years. No director options have
been exercised.
The Company retains Rosenfeld, Grover & Frang, P.C., of which Richard Z.
Rosenfeld is a member, as its primary legal counsel. During the year ended
January 28, 1995, the Company paid that law firm $98,000 for legal services
and reimbursed $7,000 in disbursements.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors held six meetings during the year ended
January 28, 1995.
There are five permanent committees of the Board of Directors: Executive
Committee, Audit Committee, Organization and Compensation Committee,
Nominating Committee, and Retirement Plans Committee.
The Audit Committee consists of Directors Longe (Chair), Couzens, Lewis,
Power, and Robert L. Rosenfeld. It met twice during the year. The Audit
Committee reviews the Company's accounting policies and reporting practices,
internal controls, and security procedures; reviews and evaluates the scope
and results of the audits completed by the Company's internal auditor;
recommends to the Board, subject to shareholder approval, the selection of
independent public accountants; reviews the quality standards maintained in
their audit of the Company's financial statements; and evaluates their
independence and professional competence, as well as the scope and results of
their audit.
The Organization and Compensation Committee consists of Directors Amster
(Chair), Kohlmeyer, Longe, Monahan, Power, and Wolohan, and Mark K. Rosenfeld
(non-voting). It met three times during the year. It reviews the development
of corporate management and succession, reviews salaries and bonuses of
officers and other key managerial employees, reviews the Company's employee
benefit plans and policies, administers the Company's Deferred Compensation
Plan, and serves as the employee option committee under the Company's Stock
Option Plan of 1994.
The Nominating Committee consists of Directors Couzens (Chair), Lewis,
Monahan and Mark K. Rosenfeld. It met once during the year. It considers
nominees for directorship in the Company. The Company's Restated Articles of
Incorporation contain procedures to be followed by any shareholder who intends
to nominate a candidate for the Board of Directors. A written notice should be
delivered to the Secretary of the Company not less than 120 days before the
anniversary date of the Company's proxy statement for the previous year's
annual meeting of shareholders. The notice should set forth the name, age,
business address and residence address of each nominee proposed; the principal
occupation or employment of each nominee; the number of shares of stock of the
Company which are beneficially owned by each nominee; a statement that the
8
<PAGE>
nominee is willing to be nominated; and such other information concerning each
nominee as is required under the rules of the Securities and Exchange
Commission in a proxy statement soliciting proxies for the election of such
nominees. Any nomination not made in accordance with this procedure will be
void.
The Retirement Plans Committee consists of Directors Robert L. Rosenfeld
(Chair), Amster, Fowler, Mark K. Rosenfeld, and Wolohan. It met three times
during the year. It expects to meet at least annually with the fund managers
of the Company's funded employee benefit plans, and other consultants to the
plans, to review investment performance and objectives.
During the year, every director attended at least 75% of the meetings of
the Board and any committees on which the director served.
EXECUTIVE COMPENSATION
The following table and footnotes summarize the compensation for the last
three fiscal years of each of the Company's five most highly compensated
executive officers in fiscal 1994:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
- - - - - - - - - - - - - - - - - -
Annual Compensation Awards Payouts
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Other Long Term
Annual Restricted Securities Incentive All Other
Compensa- Stock Underlying Plan Compen-
Name and Salary Bonus sation (1) Awards(s) Options Payouts sation (2)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark K. Rosenfeld 1994 $310,000 $0 - $0 5,000 sh $0 $2,979
Chairman of the Board 1993 280,000 0 - 0 0 0 3,435
and Chief Executive 1992 265,000 0 - 0 3,500 0 1,581
Officer
Paul W. Gilbert 1994 210,000 0 - 0 3,000 0 1,463
Vice Chairman of the 1993 180,000 0 - 0 0 0 1,429
Board 1992 165,000 0 - 0 3,000 0 1,269
James B. Fowler 1994 210,000 0 - 0 3,000 0 1,382
President 1993 180,000 0 - 0 0 0 1,340
1992 165,000 0 - 0 3,000 0 1,179
George P. Kelly (3) 1994 195,000 0 - 0 2,500 0 0
Senior Vice President-
General Merchandise
Manager
Robert L. Moles 1994 126,000 0 - 0 1,500 0 737
Senior Vice President- 1993 120,000 0 - 0 0 0 645
Stores 1992 108,000 0 - 0 1,500 0 555
<FN>
(1) The only types of other annual compensation for each of the named
executive officers were in the form of perquisites in amounts less than
the level required for reporting.
(2) The amounts shown as other compensation include, for 1994, 1993 and 1992,
respectively: (a) Company contributions to the Jacobson's Retirement
Savings & Profit Sharing Plan (401(k) plan) (Mr. Rosenfeld, $978, $1,472
and $1,314; Mr. Gilbert, $956, $961 and $841; Mr. Fowler, $956, $963 and
$843; and Mr. Moles, $737, $645 and $555); (b) the taxable economic
benefit, or portion of the premium paid by the Company that is
attributable to term life insurance coverage under split-dollar life
insurance agreements (Mr. Rosenfeld, $301, $283 and $267; Mr. Gilbert,
$507, $468 and $428; and Mr. Fowler, $426, $377 and $336); and (c) the
dollar value of the benefit of the remainder of premiums paid by the
Company for split-dollar life insurance policies, projected on an
actuarial basis (Mr. Rosenfeld, $1,700, $1,680 and $0).
(3) Mr. Kelly was first employed by the Company in fiscal 1994.
</TABLE>
9
<PAGE>
OPTIONS
The table below reports options granted during the last fiscal year to
each of the five most highly compensated executive officers of the Company.
The Company has not granted any stock appreciation rights (SARs).
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Potential
Number of % of Total Realizable Value at
Securities Options/SARs Assumed Annual
Underlying Granted to Rates of Stock Price
Options/SARs Employees Exercise Appreciation
Granted in Fiscal or Base Price Expiration for Option Term
Name (#) Year ($/sh) Date 5%($) 10%($)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C> <C>
Mark K. Rosenfeld 5,000 15.75 $ 14.375 May 25, 2004 $ 45,202 $114,550
Paul W. Gilbert 3,000 9.45 14.375 May 25, 2004 27,121 68,730
James B. Fowler 3,000 9.45 14.375 May 25, 2004 27,121 68,730
George P. Kelly 2,500 7.87 14.375 May 25, 2004 22,601 57,275
Robert L. Moles 1,500 4.72 14.375 May 25, 2004 13,561 34,365
</TABLE>
Each option referred to in the foregoing table is a non-statutory option,
has a term of ten years, and vests at the rate of 25% per year, commencing on
the date of grant. The exercise price is not less than the market value of the
Company's Common Stock on the date of grant.
The table below reports options exercised in the last fiscal year by each
of the five most highly compensated executive officers of the Company, and the
number and fiscal year-end value of options held by each such executive
officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/SARs
Shares Acquired Value Options/SARs at Fiscal Year-end at Fiscal Year-end (1)
on Exercise Realized (1) (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C>
Mark K. Rosenfeld 0 $ 0 3,500/5,000 sh. $ 0/0
Paul W. Gilbert 0 0 3,000/3,000 0/0
James B. Fowler 0 0 3,000/3,000 0/0
George P. Kelly 0 0 0/2,500 0/0
Robert L. Moles 0 0 1,500/1,500 0/0
<FN>
(1) Market value of underlying securities at exercise or fiscal year-end,
minus the exercise or base price.
</TABLE>
LONG-TERM INCENTIVE PLANS
The Company does not have a long-term incentive plan.
10
<PAGE>
PENSION PLAN
The following table summarizes benefits under the Company's pension plan:
<TABLE>
<CAPTION>
Years of Service
Average - - - - - - - - - - - - - - - - - - - - - -
Remuneration 15 20 25 30
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C>
$125,000 $18,850 $25,100 $31,350 $37,600
150,000 22,600 30,100 37,600 45,100
175,000 26,350 35,100 43,850 52,600
200,000 30,100 40,100 50,100 60,100
225,000 33,850 45,100 56,350 67,600
250,000 37,600 50,100 62,600 75,100
300,000 45,100 60,100 75,100 90,100
350,000 52,600 70,100 87,600 105,100
</TABLE>
The Plan recognizes a maximum of 30 years credited service.
Benefits under the plan are based on an employee's cash compensation,
including contributions to the Company's 401(k) plan, but excluding deferred
compensation and compensation which exceeds the applicable limitation under
the Internal Revenue Code. Benefits are computed on the basis of total
compensation for the 30 calendar years during which an employee's compensation
was highest, or the entire period of employment if less than 30 years.
Benefits are paid as a monthly annuity, and are not subject to deduction for
social security or other offset amounts.
For each of the five most highly compensated executive officers, all of
their salary reported in the Summary Compensation Table, and the Company's
contributions on their behalf to the 401(k) plan, are eligible for
consideration in computing their benefits under the pension plan, subject to
the applicable limitation under the Internal Revenue Code. That limitation
was $150,000, $235,840, and $228,860 for 1994, 1993 and 1992, respectively.
The years of credited service of the five most highly compensated
executive officers are:
<TABLE>
<CAPTION>
Years of Service
- - - - - - - - -
<S> <C>
Mark K. Rosenfeld 23 years
Paul W. Gilbert 20 years
James B. Fowler 23 years
George P. Kelly 1 year
Robert L. Moles 29 years
</TABLE>
11
<PAGE>
EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS
The Company's employment agreement with Mark K. Rosenfeld is for a term
of five years commencing February 1, 1994 at an annual salary of $310,000. The
Agreement authorizes the Board of Directors to defer payment of any part of
the salary and interest thereon until after his retirement or death. None of
Mr. Rosenfeld's salary for the year ended January 1995 was deferred. The
agreement provides that in the event of Mr. Rosenfeld's death or permanent
incapacity during the term of the agreement, his salary will continue until
January 31, 1997 at the rate in effect immediately prior to his death or
incapacity, and after January 31, 1997 at one-half such rate for the balance
of the term of the agreement or one year, whichever is greater. Disability
benefits may also be available under insurance maintained by the Company, and
medical and hospitalization insurance is to be continued in effect. If the
Company terminates employment without good cause before the expiration of the
term, Mr. Rosenfeld's salary will continue, at the rate in effect immediately
prior to termination, for the balance of the term or one year, whichever is
greater; and commencing one year after termination the Company's continuing
salary obligation, if any, will be reduced by the amount of any salary,
consulting fees, or other compensation or remuneration for services thereafter
received by him with respect to any remaining part of the period covered by
the Company's obligation. The agreement also provides for not less than two
years' salary continuation in case of termination of employment, substantial
change in responsibilities without his consent, or relocation without his
consent, within two years after a change in control of the Company.
The Company's employment agreements with Mr. Gilbert and Mr. Fowler are
each for a term of three years commencing February 1, 1994. Commencing
February 1, 1995, the agreements provide for an annual salary of $220,000 for
Mr. Gilbert and $210,000 for Mr. Fowler. Each agreement provides that if
employment is terminated due to death, the Company shall have no obligation to
pay salary for the period after the date of death. Each agreement provides
that if employment is terminated due to permanent incapacity, the Company
shall continue to pay salary until January 31, 1995 at the annual rate in
effect immediately prior to incapacity, and from February 1, 1995 through
January 31, 1997, at one-half such annual rate. Disability benefits may also
be available under insurance maintained by the Company, and medical and
hospitalization insurance is to be continued in effect. Each agreement
provides for salary continuation if the Company terminates employment without
good cause before the expiration of the term, on substantially the same terms
as the agreement with Mark K. Rosenfeld; and also provides for not less than
two years' salary continuation in case of termination of employment,
substantial change in responsibilities without consent, or relocation without
consent, within two years after a change in control of the Company.
The Company's employment agreement with Mr. Kelly is for a term of one
year commencing January 29, 1995, and continuing from month to month, at an
annual salary of $200,000. The agreement provides for six months salary
continuation if the Company terminates employment within two years after a
change in control of the Company.
The Company's employment agreement with Mr. Moles is for a term of one
year commencing January 29, 1995, and continuing from month to month, at an
annual salary of $130,000. The agreement provides for two years' salary
continuation if the Company terminates employment within two years after a
change in control of the Company.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Organization and Compensation Committee of the Company's Board of
Directors consists of Directors Amster (Chair), Kohlmeyer, Longe, Monahan,
Power, and Wolohan, and Mark K. Rosenfeld (non-voting). Mr. Amster was a Vice
President of the Company prior to 1974.
No executive officer of the Company serves as a member of the
compensation committee (or other board committee performing equivalent
functions or, in the absence of such committee, the entire board of directors)
of another entity, one of whose executive officers also serves as a director
of the Company.
Mr. Amster is a director of First of America Bank-Michigan. During its
last fiscal year, the company and its subsidiaries paid $1,544,000 interest to
said bank at rates ranging from 6.44% to 7.00%. At January 28, 1995, the total
unpaid principal balance of all borrowings of the Company and its subsidiaries
from said Bank was $22,033,000.
Mr. Monahan is President and Chief Operating Officer and a director of
Comerica Bank and President and a director of Comerica Incorporated, and Dr.
Longe is a director of Comerica Incorporated, the holding company which
operates Comerica Bank. During its last fiscal year, the Company and its
subsidiaries borrowed $18,615,000 from Comerica Bank, paid $1,987,000 interest
to said Bank at rates ranging from 5.38% to 7.73%, paid $5,000 agent fees to
said Bank pursuant to various loan agreements, and paid $772,000 rent to a
subsidiary of said Bank for leased computer equipment and software. At January
28, 1995, the total unpaid principal balance of all borrowings of the Company
and its subsidiaries from said Bank, and total rental to be paid under the
equipment lease, was $32,383,000.
Comerica Bank is also a depository of funds of the Company and its
subsidiaries; trustee under an indenture relating to indebtedness of one of
the Company's subsidiaries; and trustee of the Company's Pension Plan, which
holds 28,890 shares of the Company's Common Stock. The Company paid
approximately $136,000 in fees for such services in fiscal 1994.
Mr. Power is Chairman of the Board of Suburban Communications
Corporation, in whose newspapers the Company regularly advertises. During its
last fiscal year, the Company paid newspapers published by Suburban
Communications Corporation $86,000 for advertising space.
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Organization and Compensation Committee of the Board of Directors
(the "Committee") provides general oversight for the compensation and benefit
policies of the Company, reviews the total compensation levels of Company
officers, considers the Chairman of the Board and Chief Executive Officer's
recommendations for officer promotions and compensation, and evaluates the
performance and makes recommendations to the Board of Directors as to the
compensation of all of the Company's executive officers (including the five
most highly compensated). The Committee also serves as the employee option
committee under the Company's Stock Option Plan.
The Committee uses a number of resources to assist the Committee in
making informed decisions regarding compensation. The Committee utilizes
Company research on industry practices and financial performance, including
those of companies included in the Company's peer group index, as support to
the Committee in fulfilling its responsibilities. In addition, the Company and
the Committee from time to time consult with independent compensation
consultants.
13
<PAGE>
The Company seeks to provide executive compensation that will support
achievement of the Company's goals while attracting and retaining talented
executives and rewarding superior performance. The Company implements this
policy through salaries, bonuses, stock options, and employment agreements,
and benefit plans which are generally available to all Company employees.
BASE SALARY. The Company's practice is to set base salary levels for the
Company's executive officers which generally are competitive in relation to
the salary levels of executive officers in other companies of comparable size
within the retail industry, taking into consideration the position's
complexity, responsibility, working environment, and need for special
expertise. Increases in base salary are determined by merit as measured by the
executive's individual performance and position in the salary range, and by
developments within the industry.
BONUSES. The Company has a bonus plan to compensate its executive
officers for achieving the Company's earnings target set near the beginning of
each fiscal year and for their individual performance during the year. Bonuses
are intended to make a significant portion of each executive officer's
compensation dependent on the Company's performance and to provide executive
officers with incentives to achieve Company goals, increase shareholder value,
and work as a team. Bonuses are also intended to recognize the executive
officer's individual contributions to the Company.
For the fiscal year ended January 28, 1995, the Jacobson Stores Inc. 1994
Management Incentive Plan (the "1994 Plan") covered all the executive officers
of the Company. Pursuant to the 1994 Plan, a bonus pool was established for
each executive officer equal to 15% to 35% of the executive officer's 1994
base salary if 100% of the corporate and individual performance targets were
reached. The bonus pool was to be reduced prorata for performance less than
the target and eliminated entirely if certain minimum performance thresholds
were not met, or increased to a maximum of 22.5% to 52.5% of base salary if
125% of the targets were achieved.
A portion of any bonuses for the Chairman and Chief Executive Officer,
the Vice Chairman, and the President was to be determined at the discretion of
the Board of Directors after considering recommendations of the Committee.
In 1994, the performance thresholds were not met and no bonuses were
paid.
STOCK OPTIONS. The Company's practice is to award stock options to the
Company's executive officers in amounts reflecting the executive officer's
position and ability to influence the Company's overall performance. The
Committee has not considered previously issued option grants in making stock
option grants for executive officers for any particular year. Options are
intended to provide executives with an increased incentive to make
contributions to the long-term performance and growth of the Company, to join
the interests of the executive officers with the interests of the shareholders
of the Company, and to attract and retain qualified employees.
Stock options granted in fiscal 1994 have a term of ten years, and vest
at the rate of 25% per year for four years, to provide a long-term incentive.
The exercise price was set at not less than the fair market value of the
underlying shares at the date of grant. Such options only provide compensation
if the Company's stock price increases.
14
<PAGE>
EMPLOYMENT AGREEMENTS. The Company's practice is to have written
employment agreements with all officers and store general managers, to provide
them with specified periods of employment, salaries, fringe benefits and
severance benefits. These agreements are intended to permit executives to
focus their attention on performing their duties to the Company, rather than
on the security of their employment. The employment agreements with each of
the Company's five most highly compensated executive officers are summarized
on page 10 of this proxy statement.
PERFORMANCE EVALUATION OF MARK K. ROSENFELD. Factors used by the
Committee in evaluating Mark K. Rosenfeld's performance as Chairman of the
Board and Chief Executive Officer included the Company's 1994 financial
performance, management succession planning, strategic planning,
organizational development, investor relations, formulation of major corporate
policies, keeping the Board fully informed on the condition of the Company,
maintaining sound corporate governance policies, and working with the
directors to effectively use their talents to the best strategic advantage to
the Company. Mr. Rosenfeld's base salary for 1995 was set at $310,000.
ORGANIZATION AND COMPENSATION COMMITTEE
Herbert S. Amster, Chairman
Herman S. Kohlmeyer, Jr.
Patricia Shontz Longe
Michael T. Monahan
Philip H. Power
James L. Wolohan
Mark K. Rosenfeld (non-voting)
PERFORMANCE GRAPH
The following graph compares the Company's cumulative shareholder return
on its Common Stock for the last five fiscal years with the cumulative total
return of retailers in a peer group index, and with the cumulative total
return of companies included in the Total Return Index for the NASDAQ Stock
Market (U.S. Companies), a broad equity market index.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG JACOBSON STORES INC.,
NASDAQ STOCK MARKET (U.S. COMPANIES), AND THE PEER GROUP INDEX (*Assumes $100
invested on January 27, 1990 in Jacobson Common Stock, NASDAQ stocks (U.S.
Companies), and an Index comprised of Peer Group Companies. Total return
assumes reinvestment of dividends.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1-27-90 1-26-91 1-25-92 1-30-93 1-29-94 1-28-95
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C> <C>
Jacobson's 100 62 87 67 66 57
NASDAQ Market 100 97 157 176 200 193
Peer Group 100 102 132 158 152 145
<CAPTION>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>
A paper copy of the Performance Graph as contained in the Company's definitive
proxy statement has been submitted to the Securities and Exchange Commission
under separate cover.
15
<PAGE>
The peer group comprises ten retail companies offering mainly apparel and
accessories, five of which are members of the same buying office as the
Company. The members of the peer group are as follows: Crowley, Milner & Co.;
Dayton Hudson Corporation; Dillard Department Stores, Inc.; Gantos, Inc.;
Gottschalks Inc.; Lamonts Apparel, Inc.; The May Department Stores Company;
Nordstrom, Inc.; Proffitt's, Inc.; and Strawbridge & Clothier. The shareholder
returns for each of these companies have been weighted according to each
company's stock market capitalization at the beginning of each period.
APPOINTMENT OF AUDITORS
Arthur Andersen LLP, independent certified public accountants, have been
auditors for Jacobson Stores Inc. and its subsidiaries since 1960. One or more
representatives of that firm are expected to be present at the Annual Meeting,
with the opportunity to make a statement if they want to do so, and will be
available to respond to appropriate questions.
The Board of Directors has nominated Arthur Andersen LLP as the auditors
of Jacobson Stores Inc. and its subsidiary corporations for the fiscal year
ending January 27, 1996. The following resolution will be offered at the
meeting:
"RESOLVED, that Arthur Andersen LLP, independent certified public
accountants, be appointed auditors of Jacobson Stores Inc. and its
subsidiary corporations for the fiscal year ending January 27,
1996."
The Board of Directors recommends a vote FOR the resolution.
OTHER MATTERS
Shareholders will be asked to approve the minutes of the 1994 Annual
Meeting. The approval of minutes is not considered to be approval of the
actions taken at the previous meeting.
Management does not know of any other matter to be brought before the
meeting. If any other matters properly come before the meeting, the persons
named in the enclosed proxy will vote according to their judgment.
In all matters other than the election of directors, approval is given by
a majority of the votes cast, and abstentions have no effect. Votes in all
matters will be counted by officers of the Company.
COST OF SOLICITATION
The cost of soliciting proxies will be paid by the Company. In addition
to solicitation by mail, proxies may be solicited personally or by telephone
by a few employees of the Company; and brokers, banks and others known by the
Company to hold Common Stock for other beneficial owners will be requested to
forward proxies and proxy soliciting material to the beneficial owners and
will be reimbursed for their expenses.
16
<PAGE>
PROPOSALS FOR 1996 ANNUAL MEETING
Any shareholder's proposal intended to be presented at the 1996 Annual
Meeting must be in writing, must comply with the requirements of the
Securities and Exchange Commission, should be addressed to Secretary, Jacobson
Stores Inc., 3333 Sargent Road, Jackson, Michigan 49201, and must be received
by the Company at that address no later than December 12, 1995, in order to be
included in the Company's proxy material for that meeting.
By order of the Board of Directors,
RICHARD Z. ROSENFELD, Secretary
Jackson, Michigan, April 11, 1995.
17
<PAGE>
[ Form of Proxy -- Side 1 ]
PROXY COMMON STOCK
JACOBSON STORES INC.
1995 Annual Meeting of Shareholders - May 25, 1995
The undersigned appoint(s) MARK K. ROSENFELD and FRANK COUZENS, JR.
as proxies, each with power of substitution, and authorize(s) them to
represent and vote as indicated below all shares of Common Stock of
Jacobson Stores Inc. held of record by the undersigned on March 27,
1995, at the 1995 Annual Meeting of Shareholders, to be held May 25,
1995, and at any adjournments thereof.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed below to vote for the nominees
listed on the blank line
below
Class III Directors, to serve until the 1998 Annual Meeting of
Shareholders:
Kathleen McCree Lewis, Michael T. Monahan,
Richard Z. Rosenfeld, and James L. Wolohan
(To withhold authority to vote for any nominee(s), write that
person's name(s) in the following space:)
_______________________________
2. APPOINTMENT OF AUDITORS:
Proposal to appoint Arthur Andersen LLP as auditors for the
fiscal year ending January 27, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote on any
other matters that may properly come before the meeting or any
adjournments thereof.
(Continued and to be signed on reverse side)
<PAGE>
[ Form of Proxy -- Side 2 ]
(Continued from the other side)
This proxy is solicited on behalf of the Company's Board of
Directors. Properly executed proxies will be voted as specified. If
no direction is given, proxies will be voted FOR items 1 and 2, and
according to the judgment of the proxies on all other matters.
The undersigned acknowledge(s) receipt of the Notice of the 1995
Annual Meeting of Shareholders, the proxy statement for said meeting,
and the Annual Report of Jacobson Stores Inc. to its shareholders for
the year ended January 28, 1995.
Please sign below exactly as name(s) appear(s) below. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, or on behalf
of a corporation or partnership, please sign in the name of the
shareholder, sign your name, and give your title. Unsigned or
improperly signed proxies will not be counted.
_______________________________
Signature
_______________________________
Signature
Dated: ________________, 1995
Please sign, date and return
this proxy promptly in the
enclosed envelope. This proxy
will not be used if you attend
the meeting in person and so
request.
