<PAGE>
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 Rule 14a-11(c) or Rule 14a-12
LOEHMANN'S INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule[4~s 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>
LOEHMANN'S, INC.
2500 HALSEY STREET
BRONX, NEW YORK 10461
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JULY 30, 1998
TO OUR STOCKHOLDERS:
The Annual Meeting of the stockholders of Loehmann's, Inc., a Delaware
corporation (the 'Company'), will be held at the offices of the Company at 9:00
a.m., July 30, 1998 to consider and vote on the following matters described in
this notice and the accompanying Proxy Statement:
1. To elect two directors each to serve as a Class C Director for the
ensuing three years and until their successors are duly elected and
qualified.
2. To ratify the appointment of Ernst & Young LLP as independent
accountants for the Company for the fiscal year ending January 30, 1999.
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 June 15, 1998 as
the record date for determination of stockholders entitled to vote at the Annual
Meeting, or any adjournments thereof, and only record holders of Common Stock at
the close of business on that day will be entitled to vote.
TO ASSURE REPRESENTATION AT THE ANNUAL MEETING, STOCKHOLDERS ARE URGED TO
SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-
PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. Any stockholder attending the Annual
Meeting may vote in person even if he or she previously returned a proxy.
If you do plan to attend the Annual Meeting in person, we would appreciate
your response by indicating at the appropriate place on the proxy card enclosed.
By Order of the Board of Directors,
Robert Glass
President, Secretary and
Chief Operating Officer
Bronx, New York
June 29, 1998
<PAGE>
LOEHMANN'S, INC.
2500 HALSEY STREET
BRONX, NEW YORK 10461
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MEETING DATE: JULY 30, 1998
This Proxy Statement is being sent on or about June 29, 1998 in connection
with the solicitation of proxies by the Board of Directors of Loehmann's, Inc.,
a Delaware corporation (the 'Company'). The proxies are for use at the 1998
Annual Meeting of the Stockholders of the Company, which will be held at the
offices of the Company, July 30, 1998, at 9:00 a.m., and at any meetings held
upon adjournment thereof (the 'Annual Meeting'). The record date for the Annual
Meeting is the close of business on June 15, 1998 (the 'Record Date'). Only
holders of record of the Company's Common Stock, $0.01 par value per share (the
'Common Stock'), on the Record Date are entitled to notice of the Annual Meeting
and to vote at the Annual Meeting and at any meetings held upon adjournment
thereof.
A proxy card is enclosed. Whether or not you plan to attend the Annual
Meeting in person, please date, sign and return the enclosed proxy card as
promptly as possible, in the postage-prepaid envelope provided, to ensure that
your shares will be voted at the Annual Meeting. Any stockholder who returns a
proxy in such form has the power to revoke it at any time prior to its effective
use by filing an instrument revoking it or a duly executed proxy bearing a later
date with the Secretary of the Company or by attending the Annual Meeting and
voting in person. Unless contrary instructions are given, any such proxy, if not
revoked, will be voted at the Annual Meeting for (i) the nominees for election
as directors as set forth in this Proxy Statement, (ii) the ratification of the
appointment of Ernst & Young LLP as independent accountants for the Company and
(iii) with regard to all other matters which may properly come before the Annual
Meeting, for or against such matters as recommended by the Board of Directors,
in its discretion.
An Annual Report to Stockholders for the year ended January 31, 1998,
including financial statements, is being concurrently distributed to
stockholders of record as of the Record Date. The date of this Proxy Statement
is the approximate date on which the Proxy Statement and form of proxy were
first sent or given to stockholders.
VOTING SECURITIES
At the Record Date, there were 9,029,370 shares of Common Stock
outstanding. The presence, either in person or by proxy, of persons entitled to
vote a majority of the Company's outstanding Common Stock is necessary to
constitute a quorum for the transaction of business at the Annual Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum, but are not considered as having voted for purposes of determining the
outcome of a vote. No other voting securities of the Company were outstanding at
the Record Date. Holders of Common Stock have one vote for each share on any
matter that may be presented for consideration and action by the stockholders at
the Annual Meeting. The ratification of the appointment of the independent
accountants must be approved by a majority vote of the stockholders present in
person or represented by proxy at the Annual Meeting. Each director will be
elected by a plurality of the votes cast by the stockholders present in person
or represented by proxy at the Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 15, 1998 with
respect to beneficial ownership of shares of the Common Stock by (i) all
stockholders known by the Company to be beneficial owners of more than 5% of
such class, (ii) each director, (iii) each executive officer named in the
Summary Compensation Table and (iv) all directors and executive officers as a
group. Unless otherwise indicated in the notes below, the address of each
beneficial owner is in care of Loehmann's, Inc., 2500 Halsey Street, Bronx, New
York 10461.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK PERCENTAGE
- -------------------------------------------------------------------- ---------------------- ----------
<S> <C> <C>
Sprout Capital V(1)................................................. 200,779 2.2%
Sprout Growth, L.P.(1).............................................. 242,769 2.7%
Sprout Growth, Ltd.(1).............................................. 27,025 *
DLJ Venture Capital Fund II, L.P.(1)................................ 12,065 *
Donaldson, Lufkin & Jenrette Securities Corporation(1).............. 126,161 1.4%
Alliance Capital Management L.P.(1)................................. 1,000 *
J&W Seligman & Co. Incorporated(2).................................. 1,072,000 11.9%
Goldman, Sachs & Co.(3)............................................. 1,004,400 11.2%
Wellington Management Company, LLP(4)............................... 571,000 6.4%
Norman S. Matthews(5)............................................... 129,562 1.4%
Robert Friedman(6).................................................. 252,235 2.7%
Philip Kaplan(7).................................................... 127,174 1.4%
Robert Glass(8)..................................................... 11,170 *
Jan Heppe(9)........................................................ 4,468 *
Bonnie Dexter-Wolterstorff(10)...................................... 4,796 *
Janet A. Hickey(1)(11).............................................. 2,000 *
Lorrence T. Kellar(12).............................................. 3,000 *
Richard E. Kroon(1)(11)............................................. 2,000 *
Christina A. Mohr(11)............................................... 2,000 *
Arthur E. Reiner(11)................................................ 2,000 *
Cynthia R. Cohen(11)................................................ 2,000 *
All directors and executive officers as a group (12 persons)(13).... 545,311 5.8%
</TABLE>
- ------------------
* Less than 1%
(1) Based in part upon information provided in a Schedule 13G filed with the
Commission. Sprout Capital V, Sprout Growth, L.P., Sprout Growth, Ltd., DLJ
Venture Capital II, L.P., Donaldson, Lufkin & Jenrette Securities
Corporation ('DLJ' and, collectively with the other entities named above,
the 'Sprout Group') are all affiliates. Ms. Hickey, who is currently a
Director (and whose term expires at the Annual Meeting) and Mr. Kroon, who
is a Director, are general partners of, or executive officers in (1)
certain of the affiliates of DLJ that own shares of Common Stock or (2)
entities that control such affiliates. The business address of all such
Sprout Group entities is 277 Park Avenue, New York, New York 10172. Ms.
Hickey and Mr. Kroon disclaim beneficial ownership of such shares. Because
of their direct and indirect ownership of a majority of the capital stock
of DLJ, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle,
Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, AXA
Courtage Assurance Mutuelle, AXA, Alliance Capital Management L.P. and The
Equitable Companies Incorporated may be deemed to beneficially own all of
the shares of Common Stock beneficially owned by the Sprout Group. The
business address of Alpha Assurances I.A.R.D. Mutuelle and Alpha Assurances
Vie Mutuelle is 100-101 Terrasse Boieldien, 92042 Paris La Defense France.
The business address of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances
Vie Mutuelle is 21, rue de Chateaudun, 75009 Paris France. The business
address of AXA Courtage Assurance Mutuelle is 26, rue Louis le Grand, 75002
Paris France. The business address of AXA is 23, avenue Matignon, 75008
Paris France. The business address of The Equitable Companies Incorporated
is 787 Seventh Avenue, New York, New York 10019. The business address of
Alliance Capital Management L.P. is 1345 Avenue of the Americas, New York,
New York 10105.
(2) Based upon information provided in a Schedule 13G filed with the
Commission. The holdings of J.&W. Seligman & Co. Incorporated ('JWS')
include all shares of Common Stock beneficially owned by Seligman Value
Fund Series, Inc.--Seligman Small-Cap Value Fund (the 'Fund'). JWS, as
investment adviser for the Fund, may be deemed to beneficially own the
shares of the Fund. Accordingly, the shares owned by JWS include those
shares owned by the Fund. In addition, William C. Morris, as the owner of a
majority of the outstanding voting securities of JWS, may be deemed to
beneficially own the shares reported herein by JWS. The business address of
JWS, the Fund and William C. Morris is 100 Park Avenue, New York, NY 10017.
(3) Based upon information provided in a Schedule 13G filed with the
Commission. The holdings of The Goldman Sachs Group, L.P. include all
shares of Common Stock beneficially owned by Goldman, Sachs & Co. and
Goldman Sachs Trust on behalf of GS Small Cap Value Fund, both of which are
subsidiaries of Goldman, Sachs & Co. The business address for the Goldman
Sachs Group, L.P. and Goldman, Sachs & Co. is 85 Broad Street, New York, NY
10004 and the business address of Goldman Sachs Trust is 1 New York Plaza,
New York, NY 10004.
(4) Based upon information provided in a Schedule 13G filed with the
Commission. The holdings of Wellington Management & Company, LLP include
all shares of Common Stock beneficially owned by Wellington Trust Company,
NA, a wholly-owned subsidiary of Wellington Management Company. The
business address of all such entities is 75 State Street, Boston,
Massachusetts 02109.
2
<PAGE>
(5) Includes 22,345 shares of Class B Common Stock which are convertible into
Common Stock and options to purchase 89,378 shares of Common Stock which
are exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 65,000 shares of Common Stock which are not exercisable
within sixty (60) days of the date hereof. Includes 17,839 shares owned.
(6) Includes options to purchase 252,235 shares of Common Stock which are
exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 53,992 shares of Common Stock which are not exercisable
within sixty (60) days of the date hereof.
(7) Includes options to purchase 52,041 shares of Common Stock which are
exercisable within sixty (60) days of the date hereof. Includes 75,133
shares owned.
(8) Includes options to purchase 11,170 shares of Common Stock which are
exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 111,174 shares of Common Stock which are not
exercisable within sixty (60) days of the date hereof.
(9) Includes options to purchase 4,468 shares of Common Stock which are
exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 26,704 shares of Common Stock which are not exercisable
within sixty (60) days of the date hereof.
(10) Includes 4,796 shares owned.
(11) Includes options to purchase 2,000 shares of Common Stock which are
exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 7,000 shares of Common Stock which are not exercisable
within sixty (60) days of the date hereof.
(12) Includes 3,000 shares owned. Does not include options to purchase 9,000
shares of Common Stock which are not exercisable within sixty (60) days of
the date hereof.
(13) Includes 22,345 shares of Class B Common Stock which are convertible into
Common Stock and options to purchase 423,760 shares of Common Stock which
are exercisable within sixty (60) days of the date hereof. Does not include
options to purchase 249,136 shares of Common Stock which are not
exercisable within sixty (60) days of the date hereof. Includes 99,206
shares owned.
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of ten members and is
divided into three classes ('Classes'; each a 'Class') serving staggered terms.
Following the Annual Meeting, the Board of Directors will consist of nine
members. At the Annual Meeting, the stockholders will elect two Class C
Directors for a term of three years expiring in 2001 and until their respective
successors shall have been duly elected and qualified. The term of the Class A
Directors expires at the first annual meeting of the Company's stockholders
following the end of the Company's fiscal year ending January 30, 1999, and the
term of the Class B Directors expires at the first annual meeting of the
Company's stockholders following the end of the Company's fiscal year ending
January 29, 2000, at which times Directors of the appropriate Class will be
elected for three-year terms. The two nominees are presently serving as
Directors of the Company. If no direction to the contrary is given, all proxies
received by the Board of Directors will be voted 'FOR' the election as Directors
of Arthur E. Reiner and Cynthia R. Cohen. The Class C Directors will be elected
by a plurality of the votes cast. In the event that any nominee is unable or
declines to serve, the proxy solicited herewith may be voted for the election of
another person in his stead at the discretion of the proxies. The Board of
Directors knows of no reason to anticipate that this will occur.
Biographical information follows for each person nominated and each
Director whose term of office continues after the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES NAMED
BELOW. UNLESS OTHERWISE INSTRUCTED, SIGNED PROXIES WHICH ARE RETURNED IN A
TIMELY MANNER WILL BE VOTED IN FAVOR OF SUCH NOMINEES.
NOMINEES
CLASS C DIRECTORS
CYNTHIA R. COHEN has been a Director of the Company since September 1995
and was a Director of Loehmann's Holdings, Inc., a predecessor of the Company
('Holdings') from January 1994 until May 1996. Since 1990, Ms. Cohen has been
President of Strategic Mindshare, a retail marketing and strategy consulting
firm. Prior to that, Ms. Cohen was a partner of Touche Ross (a predecessor of
Deloitte & Touche LLP). Ms. Cohen is a Director of One Price Clothing, Inc., an
apparel retail chain, Office Depot, an office products retailer, the Mark Group
and Capital Factors, Inc., a factoring company.
ARTHUR E. REINER has been a Director of the Company since August 1996. Mr.
Reiner has been President and Chief Executive Officer of Finlay Enterprises,
Inc. the parent of Finlay Fine Jewelry Corporation, since January 1996, Vice
Chairman of Finlay Enterprises, Inc. since January 1995 and Chairman and Chief
Executive Officer of Finlay Fine Jewelry Corporation since January 1995. Prior
to that, he was employed by R.H. Macy Co., Inc., serving as Chairman and Chief
Executive Officer of Macy's East from January 1992 to October 1994 and Chairman
and Chief Executive Officer of Macy's Northeast from April 1988 to January 1992.
3
<PAGE>
CONTINUING DIRECTORS AFTER THE ANNUAL MEETING
CLASS A DIRECTORS
ROBERT N. FRIEDMAN has been Chairman, Chief Executive Officer and a
Director of the Company since November 1995 and was President, Chief Executive
Officer and a Director of the Company from September to November 1995. Mr.
Friedman was President and Chief Executive Officer of Holdings from April 1992
until May 1996. Prior to joining the Company, Mr. Friedman was employed by R.H.
Macy Co., Inc. for 28 years in various capacities, including President and Vice
Chairman, Merchandising, at Macy's East from 1990-1992, Chairman and C.E.O. of
Macy's Bamberger Division and Chairman and C.E.O. of Macy's South/Bullocks. He
serves on the Board of Trustees of The Fashion Institute of Technology.
ROBERT GLASS has been a Director of the Company since February 1998 and has
served as President, Chief Operating Officer and Secretary since April 1998.
From September 1994 to March 1998, Mr. Glass served as Senior Vice President,
Chief Financial Officer, Treasurer and Assistant Secretary of the Company. From
1992 to 1994, Mr. Glass served as a retail consultant. Prior to that time, he
held a number of senior retail management positions, including Chief Financial
Officer and later President of Gold Circle Stores, a division of Federated
Department Stores, Inc., and Executive Vice President of Thrifty Drug from 1990
to 1992.
PHILIP KAPLAN has been a Director of the Company since September 1988 and
served as President, Chief Operating Officer, and Secretary of the Company from
November 1995 to March 1998. He was Chairman and Chief Operating Officer of the
Company from September to November 1995 and served as Chairman, Chief Operating
Officer, Secretary and Treasurer from September 1988 to September 1995. Mr.
Kaplan was Vice Chairman, Treasurer and a Director of Holdings from February
1987 until May 1996. Mr. Kaplan was president of Verdi International, a
manufacturer of luggage, from 1983 to 1987, Senior Vice President of Abraham and
Strauss, a division of Federated Department Stores, Inc., from 1979 until 1983
and Executive Vice President-Chief Financial Officer of E.J. Korvette's from
1971 until 1979.
NORMAN S. MATTHEWS has been Chairman of the Board and a Director of the
Company since September 1995. Mr. Matthews served as Chairman of the Board of
Holdings from December 1993 until May 1996 and as a Director of Holdings from
October 1988 until May 1996. Mr. Matthews currently serves as a consultant to
various retailers. He was President of Federated Department Stores from March
1987 until April 1988 and served in other executive capacities with Federated
Department Stores prior to that date. He is a Director of Progressive Corp., an
insurance holding company, Lechters, Inc., a housewares chain, Finlay
Enterprises, Inc. and its subsidiary, Finlay Fine Jewelry Corporation, a jewelry
lessee in major department stores, Toys 'R' Us, a children's specialty retailer,
and Eye Care Centers of America, Inc.
CLASS B DIRECTORS
LORRENCE T. KELLAR has been a Director of the Company since September 1997.
Mr. Kellar has been Vice President of Real Estate for the Kmart Corporation
since April 1996. Prior to that, Mr. Kellar had been Vice President of Real
Estate and Finance of The Kroger Co., a supermarket retailer, from 1988 to April
1996.
RICHARD E. KROON has been a Director of the Company since September 1995
and was a Director of Holdings from 1988 until May 1996. Mr. Kroon has been
Managing Partner of the Sprout Group, the venture capital affiliate of Donaldson
Lufkin & Jenrette, Inc. ('DLJ'), since 1981. Mr. Kroon is President, Director
and Chief Executive Officer of DLJ Capital Corporation, a subsidiary of DLJ. He
is a Director of Educational Medical, Inc., the National Venture Capital
Association, and several private companies.
CHRISTINA A. MOHR has been a Director of the Company since September 1995
and was a director of Holdings from January 1994 until May 1996. Ms. Mohr has
been Managing Director at Salomon Smith Barney (formerly Salomon Brothers,
Inc.), an investment banking firm, since February 1997. Prior to that, Ms. Mohr
had been Managing Director, Banking Group of Lazard Freres & Co. LLC, an
investment banking firm, from 1990 to February 1997. She was a Vice President,
Banking Group, from 1984 to 1990. She is a Director of United Retail Group,
Inc., a retail chain.
4
<PAGE>
MEETINGS AND COMMITTEES
The Company has an Executive Committee, an Audit Committee and a
Compensation Committee. There is no standing nominating committee.
The Executive Committee, currently comprised of Messrs. Matthews, Friedman
and Kaplan and Ms. Hickey, is authorized and empowered, to the extent of
Delaware law, to exercise all functions of the Board of Directors in the
interval between meetings of the Board of Directors. The Audit Committee,
currently comprised of Mss. Hickey, Mohr and Cohen, assists the Board of
Directors in overseeing the financial reporting and internal operating control
of the Company. The functions of the Compensation Committee, currently comprised
of Mr. Matthews, Mr. Kroon and Ms. Cohen, are to determine and review the
compensation of the executive officers of the Company.
During the fiscal year ended January 31, 1998, there were five meetings of
the Board of Directors, two meetings of the Compensation Committee and two
meetings of the Audit Committee. Each Director, with the exception of Christina
Mohr, attended more than 75% of the total number of meetings of the Board and
the meetings held by all committees on which he or she served.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following persons are the executive officers and directors of the
Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Norman S. Matthews (1)(2)............................ 65 Chairman of the Board and Director
Robert N. Friedman (1)............................... 57 Chairman, Chief Executive Officer and Director
Robert Glass......................................... 51 President, Secretary, Chief Operating Officer and
Director
Anthony D'Annibale................................... 37 Senior Vice President Merchandising
Jan Heppe............................................ 46 Senior Vice President and Director of Stores
Dennis R. Hernreich.................................. 42 Vice President Finance, Chief Financial Officer,
Treasurer and Assistant Secretary
Philip Kaplan (1)(4)................................. 67 Director
Janet A. Hickey (1)(3)............................... 53 Director
Richard E. Kroon (2)................................. 55 Director
Christina A. Mohr (3)................................ 42 Director
Arthur E. Reiner..................................... 57 Director
Cynthia R. Cohen (2)(3).............................. 45 Director
Lorrence T. Kellar................................... 60 Director
</TABLE>
- ------------------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) On April 1, 1998, Mr. Kaplan retired as President, Secretary and Chief
Operating Officer of the Company.
(5) Ms. Hickey's term as Director expires at the Annual Meeting.
5
<PAGE>
Set forth below are biographies of the executive officers of the Company
who are not also directors.
ANTHONY D'ANNIBALE has been Senior Vice President Merchandising of the
Company since 1996. From 1994 to 1996 he was Vice President of Merchandising and
from 1989 to 1994 he served in various merchandising capacities of the Company.
Prior to 1989, Mr. D'Annibale held various buying positions at Steinbach
Department Stores--a division of the Amcena Corporation.
JAN HEPPE has been Senior Vice President and Director of Stores of the
Company since September 1995. Prior to that time, she held a number of senior
retail management positions including Senior Vice President/General Manager of
the John Wanamaker Department Store in Philadelphia, Pennsylvania from 1992
through 1995, Divisional Vice President/ General Manager of the John Wanamaker
Department Store in Moorestown, New Jersey from 1991 to 1992 and a senior
management retail position at Henri Bendel in 1991. Prior to 1991, Ms. Heppe was
General Manager of On Course, a catalog and wholesale operation and also held
various executive positions at Gimbels, New York.
DENNIS R. HERNREICH has been Vice President Finance, Chief Financial
Officer, Treasurer and Assistant Secretary of the Company since April 1998. From
June 1996 to March 1998, Mr. Hernreich served as Vice President Finance and
Controller of the Company. From 1991 to 1996 he served as Director, Executive
Vice President and Chief Financial Officer of Gibson's Discount Centers. Mr.
Hernreich's other positions have included Senior Vice President for Finance and
Administration for Associated Agencies and Chief Financial Officer for Nucorp,
Inc./Equity Group.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 16 of the Exchange Act (a 'reporting person'), no one, except Lorrence
T. Kellar, Christina A. Mohr and Philip Kaplan did not file when due reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
January 31, 1998. Lorrence T. Kellar filed his Form 3 late, Philip Kaplan filed
his Form 5 late and Christina Mohr will file her Form 5 late.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded to, earned by or
paid to the named executive officers for services rendered to the Company during
the fiscal years ended January 31, 1998, February 1, 1997 and February 3, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER SECURITIES
NAME AND FISCAL ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)(1)
- ---------------------------------------- ------ --------- -------- --------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Robert N. Friedman...................... 1997 575,000 -- (2) -- 2,406
Chairman and Chief Executive 1996 550,000 550,000 (2) 63,614 2,750
Officer 1995 475,000 135,000 (2) 187,639 3,471
Philip Kaplan........................... 1997 375,000 -- (2 -- 2,375
President and Chief Operating 1996 374,400 240,000 (2) 25,170 1,875
Officer 1995 356,250 105,000 (2) 14,657 3,471
Robert Glass............................ 1997 257,500 -- (2) -- 2,388
Senior Vice President and Chief 1996 232,500 56,870 (2) 31,172 1,213
Financial Officer 1995 211,250 17,500 (2) -- 574
Jan Heppe(3)............................ 1997 240,000 -- (2) -- 2,400
Senior Vice President and 1996 198,875 50,000 (2) 31,172 1,125
Director of Stores 1995 62,327 10,000 (2) -- --
Bonnie Dexter-Wolterstorff(4)........... 1997 186,500 -- (2) -- 2,375
Senior Vice President, 1996 180,000 45,695 (2) 31,172 925
Merchandising 1995 165,000 20,000 (2) -- 3,471
</TABLE>
- ------------------
(1) Consists of (i) Company contributions in fiscal 1997 under the Loehmann's
Inc. 401(k) Savings and Investment Plan of $2,406 for Mr. Friedman, $2,375
for Mr. Kaplan, $2,388 for Mr. Glass, $2,400 for Ms. Heppe and $2,375 for
Ms. Dexter; (ii) Company contributions in fiscal 1996 under the Loehmann's
401(k) Savings and Investment Plan of $2,750 for Mr. Friedman, $1,875 for
Mr. Kaplan, $1,213 for Mr. Glass, $1,125 for Ms. Heppe and $925 for Ms.
Dexter-Wolterstorff; and (iii) Company contributions in fiscal 1995 under
the Loehmann's, Inc. Deferred Profit Sharing Plan of $3,471 for each of Mr.
Friedman, Mr. Kaplan and Ms. Dexter-Wolterstorff and reimbursement of moving
expenses in fiscal 1995 of $574 for Mr. Glass.
(2) For each named executive officer, the aggregate amount of other annual
compensation is less than the lesser of 10% of such officer's total salary
and bonus for such year or $50,000.
(3) Ms. Heppe became an executive officer of the Company in October 1995.
(4) Ms. Dexter-Wolterstorff resigned from her position with the Company in
February 1998.
7
<PAGE>
The following table sets forth information concerning the value of
unexercised options as of January 31, 1998 held by the executives named in the
Summary Compensation Table above.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING
ACQUIRED UNEXERCISED OPTIONS VALUE OF UNEXERCISED
ON VALUE AT FISCAL YEAR END(#) IN-THE-MONEY OPTIONS
EXERCISE REALIZED EXERCISABLE/ AT FISCAL YEAR END ($)
NAME (#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- -------------------------------------- -------- -------- ------------------------ ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert N. Friedman.................... 252,235 53,992 $ 151,076 --
Philip Kaplan......................... 118,458 $719,514 102,716 0 $ 213,096 --
Robert Glass.......................... 11,170 31,174 $ 18,417 $12,284
Jan Heppe............................. 4,468 26,704 -- --
Bonnie Dexter-Wolterstorff............ 3,796 2,234 -- --
</TABLE>
- ------------------------------
(1) Based on a stock price at January 30, 1998 of $3.8125.
EMPLOYMENT AND SEVERANCE AGREEMENTS
MR. FRIEDMAN
Mr. Friedman's employment agreement, as amended (the 'Friedman Agreement'),
provides that he will serve as Chairman and Chief Executive Officer of the
Company from November 1, 1995 through January 31, 1999, for an annual base
salary of not less than $550,000 for fiscal 1996, $575,000 for fiscal 1997 and
$600,000 for fiscal 1998. Mr. Friedman also is eligible to receive an annual
bonus equal to 100% of his base salary in effect for each of fiscal 1996 and
fiscal 1997 and 60% of his base salary in effect for fiscal 1998 if, for each
such fiscal year, the Company attains its targeted financial goals (as defined
by the Compensation Committee). The Friedman Agreement also provides for certain
insurance and other benefits to be maintained and paid by the Company.
The Friedman Agreement provided for a grant to Mr. Friedman on November 1,
1995, of options to purchase up to 187,638 shares of Common Stock at an exercise
price of $5.01 per share. Of such options, 71,474 vested in fiscal 1996, 71,474
vested in fiscal 1997 and 44,690 vest automatically at the end of fiscal 1998.
In addition, on February 23, 1996, the Company granted Mr. Friedman options to
purchase up to 35,707 shares of Common Stock at an exercise price of $8.06.
One-half of such options vested automatically at the end of fiscal 1996 and the
remainder vested at the end of fiscal 1997. In addition, on April 5, 1996 the
Company granted Mr. Friedman options to purchase 27,907 shares of Common Stock
at an exercise price of $8.06. Of such options, 9,302 vested in fiscal 1996,
9,303 vested in fiscal 1997 and 9,302 will vest in fiscal 1998. As of April 1,
1998, 383,484 of Mr. Friedman's options had vested and, of these vested options,
131,245 had been exercised.
The Friedman Agreement provides that if Mr. Friedman's employment is
terminated by the Company without Cause or by Mr. Friedman with Good Reason (as
such terms are defined in the Friedman Agreement), the Company will be required
to pay his base salary then in effect for the greater of 12 months following his
termination or the remainder of his term of employment. Mr. Friedman also will
be entitled to receive any bonus earned with respect to any previously completed
fiscal year which remains unpaid as of the date of termination. If Mr.
Friedman's employment is terminated, either by the Company or by Mr. Friedman
for Good Reason, coincident with or within one-year after a Change of Control
(as defined in the Friedman Agreement), the Company will be required to pay Mr.
Friedman a lump sum, in cash, equal to two times his base salary then in effect
and all unvested options will vest in full. If Mr. Friedman's employment is
terminated by the Company without Cause, Mr. Friedman for Good Reason or as a
result of a Change of Control, the Company also, with certain exceptions, will
be required to continue to maintain life insurance for Mr. Friedman for the
remainder of his life or until he attains the age of 70 with a death benefit
equal to his base salary at the date of termination and medical insurance for
Mr. Friedman and his spouse until their respective deaths. The Company also will
be
8
<PAGE>
required to maintain life insurance for Mr. Friedman and medical insurance for
Mr. Friedman and his spouse, as described in the foregoing sentence, upon Mr.
Friedman's retirement or voluntary termination from the Company after the period
of employment provided for in the Friedman Agreement.
The Friedman Agreement provides that the Company has certain rights to
purchase shares of the Common Stock and/or vested options held by Mr. Friedman
upon termination of his employment. Finally, the Friedman Agreement provides
that Mr. Friedman will not, with certain exceptions, 'engage or be engaged in a
competing business' (as defined in the Friedman Agreement) for a period of two
years following termination of his employment (unless he is terminated without
Cause or he resigns with Good Reason).
MR. GLASS
Mr. Glass's employment agreement (the 'Glass Agreement'), provides that he
will serve as President and Chief Operating Officer of the Company from April 1,
1998 through March 31, 2000 for an annual base salary of $300,000. The annual
base salary shall be reviewed each April 1 except that no such review shall
result in any reduction of the annual base salary then in effect. Mr. Glass also
is eligible to receive an annual bonus equal to 60% of his annual base salary in
effect, if, for each such fiscal year, the Company attains its targeted
financial goals (as defined by the Compensation Committee). The Glass Agreement
also provides for certain insurance and other benefits to be maintained and paid
by the Company.
The Glass Agreement provided for a grant to Mr. Glass on March 4, 1998 of
options to purchase 100,000 shares of Common Stock at an exercise price of $3.50
per share. The options vest and become exercisable on the fifth anniversary of
the date of the grant and expire on the tenth anniversary of the date of the
grant.
The Glass Agreement provides that if Mr. Glass's employment is terminated
by the Company without Cause or by Mr. Glass with Good Reason (as such terms are
defined in the Glass Agreement), the Company will be required to pay his base
salary then in effect for the greater of 12 months following his termination or
the remainder of his term of employment. Mr. Glass also will be entitled to
receive any bonus earned with respect to any previously completed fiscal year
which remains unpaid as of the date of termination. If Mr. Glass's employment is
terminated, either by the Company or by Mr. Glass for Good Reason, coincident
with or within one-year after a Change of Control (as defined in the Glass
Agreement), the Company will be required to pay Mr. Glass a lump sum, in cash,
equal to two times his base salary then in effect and all unvested options will
vest in full. If Mr. Glass's employment is terminated by the Company without
Cause, Mr. Glass for Good Reason or as a result of a Change of Control, the
Company also, with certain exceptions, will be required to continue to maintain
life insurance for Mr. Glass for the remainder of his life or until he attains
the age of 70 with a death benefit equal to his base salary at the date of
termination and medical insurance for Mr. Glass and his spouse until their
respective deaths. The Company also will be required to maintain life insurance
for Mr. Glass and medical insurance for Mr. Glass and his spouse, as described
in the foregoing sentence, upon Mr. Glass's retirement or voluntary termination
from the Company after the period of employment provided for in the Glass
Agreement.
The Glass Agreement provides that if Mr. Glass's employment is terminated
for any reason, Mr. Glass will not for a period of two years following
termination of his employment directly or indirectly (i) solicit or encourage
any member of senior management to leave the employment of the Company or (ii)
hire any member of senior management who was an employee of the Company during
Mr. Glass's employment under the Glass Agreement or the two year period after
Mr. Glass's employment is terminated.
MS. DEXTER-WOLTERSTORFF
The Company is a party to a severance agreement with Ms.
Dexter-Wolterstorff. The severance agreement provides for contingent payment of
base salary from date of separation through August 7, 1998.
COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS
For serving as a director of the Company, each non-employee director
receives, $15,000 per year, $1,000 per Board of Directors meeting attended in
person, $500 per Board of Directors meeting attended by telephone, and $500 per
Board of Directors committee meeting attended. Certain directors who are not
employees of the Company will be entitled to receive benefits under the
Directors Stock Option Plan and all directors of the
9
<PAGE>
Company will be entitled to receive benefits under the Directors Deferred
Compensation Plan. Under the terms of the Directors Stock Option Plan, each
person, who is not an employee of the Company, and who is first elected,
appointed or otherwise first becomes a Director (an 'Eligible Director') will be
granted an option to purchase 6,000 shares of Common Stock as of the date on
which such person first becomes an Eligible Director (an 'Initial Option'). Each
person who is an Eligible Director on February 1st of each year will receive an
option to purchase 3,000 shares of Common Stock (an 'Annual Option'). The
Directors Stock Option Plan also provides that the Board of Directors shall have
discretionary authority to award options to acquire up to an aggregate of
100,000 shares of Common Stock to one or more Eligible Directors ('Discretionary
Options'). All options granted under the Directors Stock Option Plan are
'nonqualified' stock options subject to the provisions of Section 83 of the
Internal Revenue Code of 1986, as amended.
Each Initial Option and Special Option vests and becomes exercisable in
one-third increments on each of the first, second and third anniversaries of the
date of grant; provided that the Eligible Director is in the service of the
Company as a director on such date. Each Annual Option vests and becomes
exercisable in full on the one year anniversary of the date of grant, provided
that the Eligible Director is in the service of the Company as a director on
such date. In the event of the termination of the Eligible Director's service as
a director prior to the time all or any portion or an Initial Option, a Special
Option, or an Annual Option vests, such option, to the extent not yet vested,
terminates. Discretionary Options are subject to vesting conditions established
by the Board of Directors and provided in a separate award agreement evidencing
the award of such Discretionary Option. Any unexercised portion of an option
automatically becomes null and void at the time of the earliest to occur of (i)
the expiration of 10 years from the grant date, and (ii) the expiration of one
year from the date the Eligible Director's service terminates. The Directors
Stock Option Plan provides that the option exercise price for the options shall
be the 'fair market value' (as defined in the Directors Stock Option Plan) of
the Common Stock on the date of grant.
In addition, the Company has a consulting agreement with Mr. Kaplan. Mr.
Kaplan will act as a director and consultant to the Company. Under the
agreement, he is paid a retainer of $75,000 per year and is entitled to a
$15,000 per year auto allowance. This consulting agreement became effective in
April 1998 and extends for a five-year period.
COMPENSATION OF CHAIRMAN OF THE BOARD
The Company has a consulting agreement with Mr. Matthews, pursuant to which
he is currently paid $75,000 per annum. In addition, in connection with Mr.
Matthews' agreement to serve as Chairman of the Board, Mr. Matthews was granted
options pursuant to the 1988 Stock Option Plan (the '1988 Stock Plan') to
purchase up to 91,232 shares of the Common Stock, 24,197 exercisable at $1.07
per share, 22,345 exercisable at $4.48 per share, 22,345 exercisable at $2.24
per share and 22,345 exercisable at $8.95 per share. In addition, on July 1,
1995 Mr. Matthews was granted options pursuant to the 1988 Stock Plan to
purchase 44,689 shares of the Common Stock at $5.01 per share. Within 180 days
upon termination, depending on the cause of termination, the Company has the
right to purchase Mr. Matthews' shares and unexercised vested options. The
Company also has a right of first refusal upon notice of proposed sale of shares
by Mr. Matthews.
In addition, on June 19, 1997, Mr. Matthews was granted options pursuant to
the Directors Stock Option Plan to purchase 65,000 shares at $7.0625 per share.
Such options shall vest in full on the earlier of (i) June 19, 2001 or (ii) a
Change of Control (as defined in the Directors Stock Option Plan) of the
Company, and expire at the earlier of (i) 10 years from the grant date and (ii)
one year from the date Mr. Matthews' service terminates.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997, Mr. Kroon, Mr. Matthews and Ms. Cohen served as members
of the Compensation Committee of the Board of Directors.
Mr. Matthews has a consulting agreement with the Company, pursuant to
which, among other things, he is paid $75,000 per annum and has received grants
of options to purchase Common Stock. See 'Compensation of Chairman of the
Board.'
10
<PAGE>
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee is responsible for making or reviewing all
compensation decisions of the Company for its executive officers, including base
salaries, determining annual bonus incentives for the entire Company and
granting stock options.
The Company's compensation philosophy, as stated in the Company's Mission
Statement, is that its employees are its most valuable assets. Executive
officers of the Company, together with senior management, direct the Company's
strategic planning and have overall responsibility for the Company's results.
Because the Company operates in a highly competitive and difficult economic
environment for retailers, the Company has planned a compensation structure
intended to attract and retain highly talented individuals, reward the
creativity of its executive officers in maximizing business opportunities and
provide incentives to the executive officers to execute the Company's objectives
and enhance stockholder value by achieving both short and long term business
objectives.
BASE SALARY
The Company sets base salaries taking into consideration individual
performance and prevailing market data for similar positions. In fiscal 1997,
salary determinations with respect to executive officers and other key
executives were made jointly by Mr. Friedman and Mr. Kaplan and were subject to
the approval of the Compensation Committee in the case of executive officers.
Messrs. Friedman and Kaplan and the Compensation Committee subjectively evaluate
the performance of each executive officer by taking into account several
factors, including achievement of corporate or divisional operating performance,
individual achievements and accomplishments and the overall contribution to the
Company made by each such executive, without any specific weight being assigned
to any particular factor. With respect to Messrs. Friedman and Kaplan, base
salary and other aspects of their overall compensation were set by their
employment agreements in effect in 1997. See 'Management-Employment and
Severance Agreements.'
ANNUAL BONUS INCENTIVES
The Company encourages its executives to realize certain annual goals (tied
to pre-tax income), which are established by the Compensation Committee at the
beginning of each fiscal year. The Company's Performance Incentive Plan (the
'Performance Incentive Plan') is designed to provide a cash bonus to executives
who make significant contributions to successful Company performance. Bonus
amounts for executive officers generally are a function of two components: the
Company's earnings, which accounts for 75% of the bonus, and the satisfaction of
individual goals, which accounts for 25% of the bonus. The Performance Incentive
Plan offers each of the Company's executive officers the opportunity to earn a
bonus equal to up to thirty percent (30%) of his or her base salary, depending
upon his or her position, if targeted performance goals are met and possibly
exceeded.
The Performance Incentive Plan establishes three levels of performance
standards: (i) maximum performance, which requires that the highest established
goals be achieved, in which case the executive is entitled to his or her maximum
incentive bonus; (ii) target performance, which requires that targeted
(expected) goals be achieved, in which case the executive is entitled to
two-thirds (2/3) of his or her maximum incentive bonus; and (iii) threshold
performance, which requires that minimum goals be achieved, in which case the
executive is entitled to one-third (1/3) of his or her maximum incentive bonus.
The achievement of performance levels between the threshold and the maximum
levels results in a pro-rated incentive bonus being paid to an executive. For
the fiscal year ended January 31, 1998, no bonuses were earned.
Annual bonus criteria for each of Messrs Friedman and Kaplan are defined by
each of their employment agreements. For the year ended January 31, 1998, Mr.
Friedman's employment agreement provided an opportunity for him to earn up to
one hundred percent (100%) of his base salary based upon the Company's
achievement of certain financial goals. Because the financial targets were not
met, Mr. Friedman did not receive a bonus. Mr. Kaplan's employment agreement
provided an opportunity for him to earn up to sixty four percent (64%) of his
base salary based on the same criteria as are contained in Mr. Friedman's
employment agreement. Because the financial targets were not met, Mr. Kaplan did
not receive a bonus. See 'Management-Employment and Severance Agreements.'
11
<PAGE>
OPTION GRANTS
Grants of stock options are awarded to the Company's executive officers and
other key employees as a long term incentive vehicle. The Compensation
Committee's intention in granting stock options is to award employees for their
contribution to the Company's achievement of long term financial performance
goals, to encourage stock ownership and to align the objectives of the Company
with those of its employees. In addition, stock options granted to employees of
the Company have vesting schedules that are designed to reward employees who
remain with the Company for long periods of time.
Stock option grants periodically are awarded to the Company's executive
officers pursuant to the New Stock Plan. Stock option grants are determined by
the Compensation Committee based upon the level and responsibility of each
individual executive. The Compensation Committee also considers each executive's
expected and potential contribution to the Company's performance.
CEO COMPENSATION
As described above, in fiscal 1997, the amount of Mr. Friedman's salary and
bonus were determined by his employment agreement. See 'Management-Employment
and Severance Agreements.'
SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986
It is the Compensation Committee's philosophy to generally structure
compensation arrangements for the Company's executive officers in a manner that
complies with the exemptive requirements of Section 162(m) of the Internal
Revenue Code in order to avoid applicability of the limit on deductibility
otherwise imposed by such Section, while reserving the discretion to pay
compensation that does not qualify for exemption under Section 162(m) where the
Compensation Committee believes such action to be in the Company's best
interest.
Compensation Committee
Norman S. Matthews
Richard E. Kroon
Cynthia R. Cohen
12
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative performance of the
Company's Common Stock with the Standard & Poor's Composite-500 Stock Index (the
'S&P 500') and the Dow Jones Apparel Retailers Index (the 'Peer Group') as of
May 7, 1996 (the date on which the Company's Common Stock began to trade on the
Nasdaq market), January 31, 1997 and January 30, 1998 (the dates nearest the end
of the Company's fiscal year for which index data is readily available). The
graph assumes that $100 was invested on May 7, 1996 in each of the Company's
Common Stock, the S&P 500 and the Peer Group and that all dividends were
reinvested. The Company has not paid any dividends on its Common Stock since its
initial public offering.
[INSERT CHART--g:\17319\perform.dg4]
TOTAL SHAREHOLDER RETURNS
<TABLE>
<CAPTION>
DATE LOEHMANN'S, INC. S&P 500 INDEX PEER GROUP
--------- ---------------- ------------- ----------
<S> <C> <C> <C>
05/07/96 $ 100.00 $100.00 $ 100.00
01/31/97 $ 64.55 $123.17 $ 92.65
01/30/98 $ 16.14 $153.59 $ 149.80
</TABLE>
13
<PAGE>
CERTAIN TRANSACTIONS
Certain of the principal stockholders of the Company have owned and
currently own debt securities of the Company.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Ernst & Young LLP as the
Company's independent certified public accountants for the year ending January
30, 1999. Ratification of such appointment requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock represented and
voting in person or by proxy at the Annual Meeting or any adjournment thereof.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, at which time they will have the opportunity to make a statement
if they desire to do so and to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
COMPANY FOR THE YEAR ENDING JANUARY 30, 1999. UNLESS OTHERWISE INSTRUCTED,
SIGNED PROXIES WHICH ARE RETURNED IN A TIMELY MANNER WILL BE VOTED IN FAVOR OF
SUCH APPOINTMENT.
OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board
of Directors intends to present, and knows that others will present, at the
Annual Meeting is that set forth herein. If any other matter or matters are
properly brought before the Annual Meeting or any adjournments thereof, it is
the intention of the persons named in the accompanying form of proxy to vote the
proxy on such matter as recommended by the Board of Directors.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT
CHARGE TO ANY PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED UPON WRITTEN
REQUEST TO THE COMPANY'S SECRETARY AT LOEHMANN'S, INC., 2500 HALSEY STREET,
BRONX, NEW YORK 10461.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received by the Company on or prior to
March 1, 1999 to be eligible for inclusion in the Company's Proxy Statement and
form of Proxy to be used in connection with the 1999 Annual Meeting.
OTHER INFORMATION
The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying form of proxy, and the cost of soliciting proxies
relating to the Annual Meeting, will be borne by the Company.
By order of the Board of Directors,
Robert Glass
President, Secretary and Chief
Operating Officer
Bronx, New York
June 29, 1998
14
<PAGE>
LOEHMANN'S, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF LOEHMANN'S, INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 1998
The undersigned hereby (i) acknowledge(s) receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated June 29, 1998, relating to
the Annual Meeting of Stockholders of LOEHMANN'S, INC. (the "Company") to be
held July 30, 1998 and (ii) appoints Robert N. Friedman, Philip Kaplan and
Robert Glass, as proxies, with full power of substitution, and authorizes them,
or any of them, to vote all shares of Common Stock of the Company standing in
the name of the undersigned at said meeting or any adjournment thereof upon the
matters specified on the reverse side of this card and upon such other matters
as may be properly brought before the meeting, conferring discretionary
authority upon such proxies as to such other matters. This proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR Proposals 1
and 2.
The proxies are authorized to vote upon such other business as may properly
come before the meeting as recommended by the Board of Directors.
Stockholders who attend the meeting may vote in person even though they have
previously mailed this proxy card.
(Continued on reverse side)
<PAGE>
A [X] Please mark your votes as in this example.
WITHHOLD
FOR AUTHORITY
1. ELECTION OF [ ] [ ] Nominees:
DIRECTORS Arthur E. Reiner
Cynthia R. Cohen
For, except vote withheld from the following
nominee(s):
- -----------------------------------------------
2. Ratify the appointment of Ernst & Young LLP as the Company's independent
public accountants for the fiscal year ending January 30, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please check this box if you plan to attend the meeting. [ ]
Please mark, date, sign and mail this proxy card in the envelope provided. No
postage is required for domestic mailing.
SIGNATURE DATE
--------------------------- ------------
DATE
------------------------------------ -----------
SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporation name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
