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-11(c) or Section
240.14a-12
Kenwin Shops, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), 14a-
6(i) (2) or Item 22(a) (2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Excahnge 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:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[_] Fee paid previously with preliminary materials.
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KENWIN SHOPS, INC.
Principal Executive Offices
4747 Granite Drive, Tucker, GA 30084
_________________
Notice of Annual Meeting of Stockholders
To Be Held May 15, 1996
__________________
To the Stockholders of KENWIN SHOPS, INC.
The annual meeting of stockholders of Kenwin Shops, Inc., a New York
corporation, will be held at the Holiday Inn - Airport North Hotel, 1380
Virginia Avenue, Atlanta, Georgia, on Wednesday, May 15, 1996, at 12:30
p.m. for the following purposes:
1. To elect seven directors to hold office until the next annual meeting
of stockholders or until their successors shall have been elected and
qualified.
2. To consider and act upon a proposal that the stockholders approve the
appointment of Gross, Collins + Cress, P.C. as independent accountants
for the 1996 fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Transfer Books of the Company will not be closed, but only stockholders
of record at the close of business on April 12, 1996, are entitled to notice
of, and to vote at the Annual Meeting and at any adjournment thereof. The
approximate date of mailing of this notice and the related proxy material to
stockholders is April 19, 1996.
By Order of the Board of Directors,
/s/ IRA ABRAMSON,
Tucker, Georgia Chairman of the Board
April 19, 1996
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KENWIN SHOPS, INC.
_________________
PROXY STATEMENT
The enclosed proxy is solicited on behalf of management of KENWIN SHOPS,
INC. (the "Company") for use at the Annual Meeting of Stockholders of the
Company to be held May 15, 1996, at the Holiday Inn - Airport North Hotel,
1380 Virginia Avenue, Atlanta, Georgia. In addition to solicitation of proxies
by mail, proxies may be solicited by the Company's directors, officers, and
regular employees by personal interview, telephone or telegram, and the
Company may request brokers and other fiduciaries to forward proxy soliciting
material to the beneficial owners of shares which are held of record by them.
The expense of all such solicitation, including printing and mailing, will be
borne by the Company. The Company does not expect to pay any compensation for
the solicitation of proxies. Any proxy may be revoked at any time before its
exercise by written notice to the Secretary of the Company.
Only stockholders of the Company of record on the close of business on
April 12, 1996, are entitled to vote at the meeting or any adjournment thereof.
As of that date, there were outstanding 556,350 shares of common stock, each of
which is entitled to one vote on all matters voted upon at the meeting. Ex-
cluded from said outstanding shares are 57,122 shares held in the Treasury. A
majority of the outstanding shares of the Company, represented in person or by
proxy, shall constitute a quorum at the meeting, and the affirmative vote of
the majority of the shares represented at the meeting is required to elect
directors.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
At the meeting seven persons, five of whom are current members of the
present board, are nominees for election to serve until the next Annual
Meeting, or until their successors are elected. The proxies returned to
management pursuant to this solicitation will be voted by the persons named
therein for the election of the nominees named below as directors, unless
authority to do so is withheld. There will not be cumulative voting for
the election of directors of the Company. Should any nominee be unable to
accept the office of director (which is not presently anticipated), it is
intended that the persons named in the proxy will vote for the election of
such other persons as they shall determine.
Certain information concerning the nominees for election as directors is
set forth in the table below:
Name Age Principal Occupation Director Since
__________________ ___ ________________________________ ______________
Ira Abramson 65 Chairman of the Board, CEO, 1971
Vice President and Assistant
Secretary of the Company
Robert Schwartz 50 President of the Company 1982
Richard Moskowitz 48 Vice President and Secretary 1982
of the Company
Martin L. Conrad 73 Partner, Jaffin, Conrad, Finkelstein 1961
and Frank, Attorneys
New York, New York
Henry S. Krauss 70 Senior Vice President 1964
Westminster Securities Corp.,
Member, New York Stock Exchange
Kenneth Sauer 44 Treasurer of the Company -
Donald Schwartz 51 Assistant Vice President -
of the Company
All of the above nominees have had the same principal occupations or
employments for more than the last five years, except Mr. Moskowitz was elected
Secretary in 1992, Mr. Abramson was elected Assistant Secretary in 1992 and
Mr. Sauer was elected Treasurer in 1995.
Martin L. Conrad is a member of the law firm of Jaffin, Conrad,
Finkelstein and Frank which has been counsel to the Company for more than two
years and has been selected as counsel to the Company for the current fiscal
year.
There is no standing nominating committee of the Board of Directors.
During the fiscal year ended December 31, 1995, the Board of Directors held
two meetings. All directors attended the meetings. The Audit Committee
consisting of Henry S. Krauss and Martin L. Conrad met once with respect to
the operations of the Company during the past fiscal year. The functions of
the Committee are to review Management's recommendations for the engagement
or discharge of independent auditors; to review the audit programs planned by
the independent auditors, the results of the audit, the Company's financial
statements and the Company's system of internal accounting control; to review
fees of the independent auditors; and to report the Committee's findings to
the full Board of Directors.
Executive Officers
Certain information concerning the Executive Officers of the Company is
set forth in the table below:
Name Age Principal Occupation Since
__________________ ___ ___________________________________ ___________
Ira Abramson 65 Chairman of the Board, CEO 1964(1)
Vice-President,
Assistant Secretary, Director
Robert Schwartz 50 President, Director 1976(2)
Richard Moskowitz 48 Vice-President, Secretary, Director 1976(3)
Kenneth Sauer 44 Treasurer 1995
There is no family relationship among any of the foregoing Directors,
Nominees and Executive Officers.
There is no arrangement or understanding between or among any of the
foregoing Directors, Nominees or Executive Officers, pursuant to which any of
them were selected as Directors, Nominees or Officers.
(1) Mr. Abramson, an executive officer since 1964, was elected Chairman of
the Board in 1988 and Assistant Secretary in 1992.
(2) Mr. Schwartz, an executive officer since 1976, was elected President
in 1988.
(3) Mr. Moskowitz, an executive officer since 1976, was elected Secretary
in 1992.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table provides information relating to the annual and long-
term compensation for the years ended 1995, 1994 and 1993 for the Chief
Executive Officer and the other three most highly compensated executive
officers of the Company.
Long-Term
Compensation
Annual Compensation Award
________________________________________________________________ _____________
Name
and Other Annual
Principal Salary Compensation (2) Options/SAR's
Position (1) Year ($) ($) (#)
______________________________________________ ________________ _____________
Ira Abramson 1995 110,500 - -
Chairman of the Board, CEO, 1994 118,000 - -
Vice-President, Asst. Sec. 1993 123,750 - -
Robert Schwartz 1995 91,000 - -
President 1994 105,000 - -
1993 110,000 - -
Richard Moskowitz 1995 107,100 - -
Vice-President and 1994 107,000 - -
Secretary 1993 110,000 - -
Kenneth Silberstein 1995 69,077 (3) - -
Treasurer (3) 1994 115,000 - -
1993 117,820 - -
Kenneth Sauer 1995 53,865 - -
Treasurer 1994 54,000 - -
1993 52,000 - -
_____________________________
(1) The Company has a total of four executive officers.
(2) Includes transportation expenses and insurance.
(3) Mr. Silberstein resigned as an Executive Officer on May 10, 1995.
Option/SAR Grants in Last Fiscal Year
_____________________________________
No Options or SAR's were issued in Fiscal Year Ended December 31, 1995
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values
_______________________________________________________
Number of Value of
Unexercised Unexercised
Options/SAR's at In-the-Money
FY-End (#) Options/SAR's at
Exercisable/ FY-End ($)
Unexercisable Exercisable/Unexercisable
Name (1) (1)(2)
____________________ ______________ __________________________
Ira Abramson - -
Robert Schwartz - -
Richard Moskowitz - -
Kenneth Silberstein - -
Kenneth Sauer 1,000 -
(1) Consists exclusively of Exercisable Options. No SAR's have been issued.
(2) Pursuant to the 1990 Stock Option Plan, on March 9, 1992, the Company
granted 1,000 options to Mr. Sauer. These options are qualified
incentive stock options which have an exercise price of $6.25. These
options expire on March 9, 1997.
Pursuant to the 1990 Stock Option Plan, on August 3, 1990, the Company
granted 10,000 options to Messrs. Abramson, Schwartz, Moskowitz and
Silberstein. All were qualified incentive stock options which had an
exercise price of $5.64. These options expired on August 3, 1995.
None of the options described above have been exercised to date.
Long-Term Incentive Plan Awards in Last Fiscal Year
---------------------------------------------------
No Long-Term Incentive Plan Awards were issued in Fiscal Year Ended
December 31, 1995.
COMPENSATION OF DIRECTORS
The Company has a standard arrangement under which compensation is paid
to outside directors for serving in such capacity. Compensation paid to
outside directors for their services for the fiscal year ended December 31,
1995, amounted to $2,000 per director. During the fiscal year, the Company
paid legal fees aggregating $121,326 to Jaffin, Conrad, Finkelstein and Frank
Esqs., in which Martin L. Conrad, a Director of the Company, is a partner.
Said fee included substantial sums earned in the prior fiscal year during the
Company's bankruptcy, but not actually paid by the Company until the fiscal
year ended December 31, 1995. As a member of the Audit Committee and the
Compensation Committee, Henry S. Krauss receives no compensation. Martin L.
Conrad receives no special compensation for acting as chairman of these
committees, but his law firm received its regular rate of compensation for the
time devoted by him for such services.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Martin L. Conrad and Henry S.
Krauss, the two non-employee directors. The Committee's function is to
establish compensation for the executive officers.
The compensation of all executive officers is reviewed at least annually.
This review consists of an analysis of past and expected future performance
of the said officers, the responsibilities of each officer individually, and
the performance of the Company.
After consultation with the Compensation Committee, during the fiscal year
ended December 31, 1995, the officers, with the exception of Mr. Moskowitz,
voluntarily decreased their compensation from the prior fiscal year. The
increase in compensation to Mr. Moskowitz was substantially offset by a
reduction in fringe benefits, including a company car, previously made avail-
able to him. The decrease in compensation to the other officers was a result
of the Company's continued drop in sales and earnings and in order to
demonstrate their concern with the interests of the stockholders.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following graph compares the yearly percentage change in the cumulative
shareholder return on the Company's Common Stock against the cumulative total
return of the Dow Jones Equity Market Index and the Dow Jones Retail -
Specialty Apparel Index for the five fiscal years commencing 1991.
The following chart represents data points on the performance graph which
appears in the printed version of this proxy.
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1990 1991 1992 1993 1994 1995
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Kenwin Shops, Inc. 100 124 138 138 59 53
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Dow Jones Equity Market Index 100 132 144 158 159 221
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Dow Jones Retail - Specialty Apparel Index 100 178 172 158 148 167
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RELATED TRANSACTIONS
There were no related transactions for the fiscal year ended December 31,
1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following information is furnished as to all persons, known to the
Company to be the beneficial owner of more than five percent of the Company's
Common stock, and as to all directors and nominees, and all directors and
officers, as a group:
Name and Address of Beneficial Owner Number of Percent of
Name of Individual or Identity of Group Shares Class
- ---------------------------------------- ------------ ----------
Philip Abramson 43,900 (1) 7.89%
4350 Hillcrest Drive
Hollywood, FL 33021
Kenneth Silberstein 37,190 (2) 6.68%
4747 Granite Drive
Tucker, GA 30084
Richard Moskowitz 24,978 4.49%
Robert Schwartz 20,086 (3) 3.61%
Ira Abramson 9,944 (4) 1.79%
Martin L. Conrad 500 0.09%
Henry S. Krauss 500 0.09%
Donald Schwartz 350 0.06%
Kenneth Sauer 100 0.02%
All Officers and Directors as a Group (7 persons) 93,298 (5) 16.77%
(1) Includes 21,163 shares owned by Mr. Abramson's wife.
(2) Includes 12,051 shares owned by Mr. Silberstein's wife.
(3) Includes 8,906 shares owned by Mr. Schwartz's wife and 200 shares owned
by Mr. Schwartz as custodian for his minor children, and 200 shares
owned by Mr. Schwartz's wife as custodian for their minor children.
(4) Includes 1,106 shares owned by Ira Abramson's wife, 190 shares owned
by Mr. Abramson's wife as custodian for one of their daughters, 227
shares owned by Mr. Abramson's wife as custodian for their other
daughter, 112 shares owned by Mr. Abramson as custodian for one of
their daughters, and 75 shares owned by Mr. Abramson as custodian for
their other daughter.
(5) Includes shares owned by Mr. Silberstein, who was a director during the
fiscal year ended December 31, 1995, but who is not a nominee, and does
not include the shares owned by Mr. Donald Schwartz, who is a nominee.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Gross, Collins + Cress, P.C., who have been the Company's independent
public accountants since November, 1993, have been selected by the Board of
Directors as the Company's independent public accountants for the current
year. Representatives of Gross, Collins + Cress, P.C. are expected to be
present at the annual meeting and available to respond to appropriate
questions and to make a statement on its behalf if it desires that one be
made.
The Board of Directors recommends that the stockholders vote FOR approval
of Gross, Collins + Cress, P.C. If the appointment is not approved, the Board
will select other independent accountants.
OTHER MATTERS
Management knows of no other business likely to be brought before the
meeting. If, however, other matters come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote in accordance
with their judgment of such matters.
PROPOSALS FOR THE 1997 ANNUAL MEETING
Any Shareholder intending to present a proposal at the 1997 Annual Meeting
of Shareholders and desiring management to consider it for inclusion in the
proxy statement and proxy relating to that meeting must submit such proposal
sufficiently far in advance of the meeting so that it is received by management
at the principal executive offices of the Company on or before November 30,
1996. Such proposals must also comply with the requirements as to form and
substance established by the Securities and Exchange Commission for such
proposals to be included in the proxy statement.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1995,
accompanies this Proxy Statement and includes financial statements which, in
the opinion of management, adequately reflect the financial position and
operations of the Company. No action is proposed to be taken at the meeting
with respect to the Annual Report, and it is not to be considered as
constituting any part of the proxy soliciting material.
By Order of the Board of Directors,
/s/ IRA ABRAMSON,
Tucker, Georgia Chairman of the Board
April 19, 1996
<PAGE>
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KENWIN SHOPS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1996
The undersigned hereby appoints ROBERT SCHWARTZ and/or IRA ABRAMSON, or either
of them, proxies with full power of substitution, for the undersigned to vote
with respect to all shares of stock of KENWIN SHOPS, INC., of the undersigned
at the Annual Meeting of Stockholders to be held on Wednesday, May 15, 1996 at
12:30 in the afternoon, at the Holiday Inn - Airport North Hotel, 1380 Virginia
Avenue, Atlanta, Georgia, and at any adjournments thereof, with all the powers
the undersigned would possess if personally present, upon all subjects that may
properly come before the meeting. Please mark votes: X
1. Election of All Directors
Nominees: Ira Abramson, Martin L. Conrad, Henry S. Krauss, Richard
Moskowitz, Robert Schwartz, Kenneth Sauer and Donald Schwartz
(Mark only one)
[_] VOTE FOR all nominees listed above; [_] VOTE WITHHELD from all nominees
except vote withheld from following
nominees (if any) _____________________
2. That Gross, Collins + Cress, P.C. be appointed as independent accountants
for the 1996 fiscal year.
FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion upon all other matters as may properly come before the
meeting.
FOR [_] AGAINST [_] ABSTAIN [_]
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