<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
BLAIR CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BLAIR CORPORATION
(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)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (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> 2
BLAIR CORPORATION
Warren, Pennsylvania
------------------------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS OF
BLAIR CORPORATION
to be held on Tuesday, April 18, 1995
------------------------
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of Blair
Corporation (the "Company"), a Delaware corporation, will be held in the Knights
of Columbus Building, 219 Second Avenue, Warren, Pennsylvania, on Tuesday, April
18, 1995 at 11:00 a.m., for the following purposes:
1. To elect twelve Directors to serve for a term of one year and until
their successors are elected and qualified.
2. To ratify the appointment of Ernst & Young L.L.P. as independent public
accountants of the Company for the year 1995.
3. To transact such other business as may lawfully come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on February 24, 1995
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting, or any postponements or adjournments thereof.
To assure that your shares are represented at the meeting, please date,
sign and return the enclosed proxy. A postage-paid, self addressed envelope is
enclosed for your convenience in returning the proxy. If you decide to attend
the meeting, you may revoke the proxy at any time before it is voted.
DAVID A. BLAIR
Secretary
Dated: March 17, 1995
Warren, Pennsylvania
<PAGE> 3
BLAIR CORPORATION
Warren, Pennsylvania
March 17, 1995
PROXY STATEMENT
This Proxy Statement solicits proxies on behalf of the management of Blair
Corporation (the "Company") for use at the Annual Meeting of Stockholders of the
Company, to be held on Tuesday, April 18, 1995. The Company's principal
executive offices are located at 220 Hickory Street, Warren, Pennsylvania 16366.
Under Delaware law, any person giving a proxy pursuant to this solicitation
may revoke it at any time before it is voted.
The shares represented by proxies received by the Company's management will
be voted at the meeting, or at any adjournments thereof, in accordance with the
specifications made therein. If no specification is made on a proxy card, it
will be voted FOR the matters specified on the proxy card. All proxies not voted
will not be counted toward establishing a quorum. Shareholders should note that
while broker non-votes and votes for ABSTAIN will count toward establishing a
quorum, passage of any proposal considered at the Annual Meeting will occur only
if a sufficient number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in determining whether the
proposal is approved.
On February 24, 1995, there were 9,273,482 shares of the Company's Common
Stock outstanding. Only stockholders of record at the close of business on
February 24, 1995 will be entitled to notice of and to vote at the meeting and
any adjournments thereof, with each share being entitled to one vote. The
presence at the Annual Meeting, in person or by proxy, of the holders of a
majority of the shares of the Company's Common Stock outstanding on February 24,
1995 will constitute a quorum.
A copy of the 1994 Annual Report of the Company, including financial
statements and a description of its operations for 1994, accompanies this Proxy
Statement, but is not incorporated in this Proxy Statement by this reference.
This Proxy Statement, Notice of Meeting and the enclosed proxy card are first
being mailed to stockholders on or about March 17, 1995.
ELECTION OF DIRECTORS
One of the purposes of the meeting is to elect 12 directors to serve until
the next Annual Meeting of Stockholders and until their successors have been
elected and qualified. The persons named in the proxy intend to vote the proxy
for the election as directors of the nominees named below. If, however, any
nominee is unwilling or unable to serve as a director, which is not now
expected, the persons named in the proxy reserve the right to vote for such
other person as may be nominated by management. Directors will be elected by a
plurality of the votes cast at the Annual Meeting.
The table below sets forth the name of each nominee for election as a
director and the nominee's age, position with the Company, business experience
and principal occupation during the past five years, and family relationships
with other directors. All of the nominees, except for Robert D. Crowley and
Thomas P. McKeever, were elected as directors at the Company's 1994 Annual
Meeting of Stockholders. The Board elected Messrs. Crowley and McKeever as
directors on October 19, 1994. John L. Blair, a former director, retired from
the Company on July 20, 1994.
<PAGE> 4
<TABLE>
<CAPTION>
BUSINESS
POSITION WITH DIRECTOR EXPERIENCE DURING
NAME AGE COMPANY SINCE PAST FIVE YEARS
---- --- ------- ----- ---------------
<S> <C> <C> <C> <C>
David A. Blair(1)........... 44 Secretary and Order 1988 Secretary, January 1,
Handling Service Director 1991--present; Assistant
Secretary, January 1, 1988
through December 31, 1990;
Customer Relations Manager, June
1, 1982 through May 31, 1993;
Order Handling Service Director,
June 1, 1993--present.
Robert W. Blair(1).......... 64 Director 1962 Executive Vice President, January
1, 1990 through December 31,
1990; Secretary, July 16, 1963
through December 31, 1990; member
of Executive Committee, April 16,
1968 through December 31, 1990.
Steven M. Blair(2).......... 51 Vice President 1986 Vice President (Order Handling)
(Order Handling) for the past five years.
Robert D. Crowley........... 45 Vice President (Menswear) 1994 Vice President (Menswear) for the
past five years.
John O. Hanna............... 63 Director 1992 President and Chief Executive
Officer of Northwest Savings
Bank, PaSA, Warren, PA, since
January, 1977.
Gerald A. Huber............. 66 Director 1992 Senior Vice President and
Manager, Warren Area Trust
Department, Marine Bank, Erie,
PA, July 1, 1982, through June
30, 1992.
Murray K. McComas........... 58 President, Chairman of the 1977 President and Chairman of the
Board and member of Board effective October 21, 1987;
Executive Committee member of
Executive Committee, April 20,
1987--present.
Thomas P. McKeever.......... 46 Vice President (Employee 1994 Vice President (Employee
and Public Relations) and Public Relations) for the
past five years.
Michael J. Samargya......... 61 Vice President 1973 Vice President (Data Processing)
(Data Processing) for the past five years.
Giles W. Schutte............ 63 Executive Vice President, 1972 Executive Vice President, January
Treasurer and member of 1, 1991--present; member of
Executive Committee Executive Committee, January 1,
1990--present; Vice President,
January 1, 1974 through December
31, 1990; Treasurer for the past
five years.
Blair T. Smoulder........... 52 Executive Vice President 1986 Executive Vice President and
and member of Executive member of Executive Committee,
Committee January 1, 1990--present.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
BUSINESS
POSITION WITH DIRECTOR EXPERIENCE DURING
NAME AGE COMPANY SINCE PAST FIVE YEARS
---- --- ------- ----- ---------------
<S> <C> <C> <C> <C>
John E. Zawacki............. 46 Vice President 1988 Vice President (Womenswear) for
(Womenswear) the past five years.
<FN>
- ---------
(1) Mr. David A. Blair is the nephew of Mr. Robert W. Blair.
(2) Mr. Steven M. Blair is not related to either Mr. Robert W. Blair or Mr.
David A. Blair.
</TABLE>
The table below sets forth the name of each executive officer of the
Company not listed above, his name, age, position with the Company, present
principal occupation and business experience during the past five years.
<TABLE>
<CAPTION>
EXECUTIVE BUSINESS
POSITION WITH OFFICER EXPERIENCE DURING
NAME AGE COMPANY SINCE PAST FIVE YEARS
---- --- ------- ----- ---------------
<S> <C> <C> <C> <C>
Timothy J. Baker............ 48 Vice President 1990 Vice President (Planning) for the
(Planning) past five years.
C. Wayne Kipple............. 52 Vice President 1980 Vice President (Home Products)
(Home Products) for the past five years.
John A. Lasher.............. 43 Vice President 1987 Vice President (Advertising) for
(Advertising) the past five years.
Randall A. Scalise.......... 40 Vice President 1989 Vice President (Merchandise Han-
(Merchandise Handling) dling), January 20,
1993--present; Assistant Vice
President (Merchandise Handling),
April, 1991--January, 1993;
Assistant Vice President (Women's
Merchandise), March, 1988 through
March 1991.
James H. Smith.............. 48 Vice President 1995 Vice President (Building and
(Building and Property) Property), January 18,
1995--present; Assistant Vice
President (Building and
Property), April 17, 1990--Janu-
ary 18, 1995; Accountant, April,
1971--April 16, 1990.
William A. Tucker........... 41 Vice President (Mailing) 1989 Vice President (Mailing) for the
past five years.
Lawrence R. Vicini.......... 46 Vice President 1992 Vice President (International
(International Trade) Trade), June 22, 1992--present;
Assistant Vice President
(International Trade), January,
1991--June, 1992; Assistant Vice
President (Men's Merchandise),
March 1989 through January, 1991.
Richard E. Zimmerman........ 54 Vice President 1986 Vice President (Personnel) for
(Personnel) the past five years.
</TABLE>
3
<PAGE> 6
PRINCIPAL HOLDERS OF COMMON STOCK
(a) Security Ownership of Certain Beneficial Owners. The table below sets
forth information as of February 24, 1995 with respect to each person and
institution known to the Company's management to be the beneficial owner of more
than five percent of the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock..................... John L. Blair
108 East Street
Warren, PA 16365 1,225,001(1) 13.2%
Common Stock..................... PNC Bank Corporation
5th Ave. & Wood Street
Pittsburgh, PA 15222 1,515,519(2) 16.3%
<FN>
- ---------
(1) Such amount includes (i) 153,309 shares of Common Stock held in trust of
which Mr. John L. Blair is a co-trustee with a commercial bank; and (ii)
58,646 shares of Common Stock held in two trusts, each of 29,323 shares, of
which Mr. John L. Blair is a co-trustee with a commercial bank, for the
benefit of each of Mr. Blair's children. Such amount does not include
110,252 shares of Common Stock, owned of record by Mr. John L. Blair's wife,
as to which Mr. John L. Blair disclaims beneficial ownership.
(2) All of these shares are held by PNC Bank, N.A., in a safekeeping agency
account with the Depository Trust Company. PNC Bank, N.A. currently serves
as the trustee or administrator for 103 separate trust and estate accounts
which are the record or beneficial owners of the Company's Common Stock,
none of which is individually the record or beneficial owner of five percent
or more of the Company's outstanding Common Stock. PNC Bank, N.A. disclaims
beneficial ownership of these shares.
</TABLE>
(b) Security Ownership of Management. The following table sets forth, as of
February 24, 1995, certain information with respect to the Company's Common
Stock owned beneficially by each director and nominee for election as a
director, which includes all of the executive officers named below under
"Executive Compensation," and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
NAME OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ---------------- --------- --------
<S> <C> <C> <C>
Common Stock................ David A. Blair 38,953(1)(2) .4%
Common Stock................ Robert W. Blair 232,730(2) 2.5%
Common Stock................ Steven M. Blair 14,595 .2%
Common Stock................ Robert D. Crowley 6,550(2) .07%
Common Stock................ John O. Hanna 1,500(2) .02%
Common Stock................ Gerald A. Huber 1,900(2) .02%
Common Stock................ Murray K. McComas 39,125(2) .4%
Common Stock................ Thomas P. McKeever 7,850 .08%
Common Stock................ Michael J. Samargya 30,850 .3%
Common Stock................ Giles W. Schutte 20,710(2) .2%
Common Stock................ Blair T. Smoulder 9,850(2) .1%
Common Stock................ John E. Zawacki 5,550(2) .06%
Common Stock................ All directors and executive 490,718(1)(2)(3) 5.3%
officers as a group (includes 20
persons)
<FN>
- ---------
(1) Such share totals include, with respect to Mr. David A. Blair, 33,750 shares
held in a revocable trust established by Mr. David A. Blair and administered
by a commercial bank and 1,203 shares held in another trust administered by
a commercial bank for the benefit of Mr. David A. Blair.
</TABLE>
4
<PAGE> 7
(2) The share totals do not include the following shares of stock held by a bank
as trustee for the benefit of the indicated nominee, as to which the
indicated nominees have no voting or investment power, beneficial interest
in which shares is disclaimed by such nominees: Mr. Robert W. Blair (46,667
shares) and Mr. David A. Blair (7,333 shares). The share totals in the table
also do not include the following shares of Common Stock held by and for the
benefit of members of the immediate families of certain nominees, as to
which the indicated nominees have no voting or investment power, beneficial
interest in which are disclaimed by such nominees: Mr. David A. Blair (2,200
shares), Mr. Robert W. Blair (7,160 shares), Mr. Steven M. Blair (7,500
shares) Mr. Robert D. Crowley (8,248 shares), Mr. John O. Hanna (300
shares), Mr. Gerald A. Huber (10 shares), Mr. Murray K. McComas (3,980
shares), Mr. Giles W. Schutte (13,430 shares), Mr. Blair T. Smoulder (9,300
shares) and Mr. John E. Zawacki (10,579 shares). In addition, the share
totals do not include 1,065 shares of Common Stock which are held by or for
the benefit of members of the immediate families of executive officers of
the Company not identified individually in this chart, as to which such
executive officers have no voting or investment power, beneficial interest
in which is disclaimed by such executive officers.
(3) Such share totals include an aggregate of 7480 shares of Common Stock
jointly owned by the directors and executive officers with their spouses.
EXECUTIVE COMPENSATION
The following table summarizes the compensation awarded to, earned by, or
paid to the Company's chief executive officer, Mr. Murray K. McComas, and its
four most highly compensated executive officers other than Mr. McComas for all
services rendered to the Company during 1994 and for each of the previous two
years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) COMPENSATION(3) COMPENSATION(4)
- -------------------------------------- ---- --------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Murray K. McComas..................... 1994 $ 466,506 $41,986 $ 131,094 $61,369
President and 1993 445,288 26,717 133,837 68,023
Chairman of the Board 1992 446,084 39,919 103,810 63,206
Michael J. Samargya................... 1994 295,982 25,832 47,676 44,363
Vice President 1993 282,504 16,950 58,745 47,599
(Data Processing) 1992 282,470 24,951 34,610 43,630
Giles W. Schutte...................... 1994 342,128 30,674 65,591 63,812
Executive Vice 1993 326,552 19,593 85,783 69,317
President and Treasurer 1992 326,605 29,175 51,483 52,715
Blair T. Smoulder..................... 1994 342,128 30,443 65,642 42,545
Executive Vice 1993 326,552 19,593 85,784 48,765
President 1992 326,405 29,223 51,483 44,624
John E. Zawacki....................... 1994 251,426 22,628 46,348 29,797
Vice President 1993 236,660 14,200 58,176 34,554
(Womenswear) 1992 236,453 21,110 35,316 31,871
<FN>
- ---------
(1) Includes director's fees paid to each of the named executive officers, as
follows:
</TABLE>
<TABLE>
<CAPTION>
1992 1993 1994
------ ---- ----
<S> <C> <C> <C>
Murray K. McComas................................................... $1,700 0 0
Michael J. Samargya................................................. 1,700 0 0
Giles W. Schutte.................................................... 1,900 0 0
Blair T. Smoulder................................................... 1,700 0 0
John E. Zawacki..................................................... 1,900 0 0
</TABLE>
5
<PAGE> 8
(2) For fiscal years 1992, 1993, and 1994, the Company's executive officers
earned bonuses in accordance with the schedule set forth herein in the
"Report of the Executive Officer Compensation Committee." The applicable
bonus percentage was 9% of 1992 salary income earned, 6% of 1993 salary
income earned and 9% of 1994 salary income earned. The 1992 bonuses were
paid by the Company in 1993, the 1993 bonuses were paid by the Company in
1994 and the 1994 bonuses were paid by the Company in 1995. In 1992, the
Company paid the named executive officers bonuses which were earned in
fiscal year 1991 in accordance with a bonus plan under which all employees
received bonuses equal to 2.5% of their 1991 salary income.
In all cases, bonuses paid equal a percentage of the executive officer's
salary income earned in the preceding fiscal year, which percentage varies
depending upon the Company's annual net income during such preceding fiscal
year.
(3) This aggregate figure includes the dollar value of the difference between
the price paid by the named executive officer for stock and the fair market
value of the stock purchased on the date of purchase pursuant to the
Company's Employee Stock Purchase Plan, and the sum of amounts reimbursed
for payment of taxes on restricted stock awards and interest imputed on the
deferred payment for restricted stock not yet fully paid for with respect
to the named executive officer. Aggregate restricted stock holdings as of
12/31/94 for each of the named executive officers were:
<TABLE>
<CAPTION>
NUMBER OF SHARES DOLLAR VALUE
---------------- ------------
<S> <C> <C>
Murray K. McComas............................ 15,750 $527,370
Michael J. Samargya.......................... 5,550 187,068
Giles W. Schutte............................. 7,250 247,908
Blair T. Smoulder............................ 7,250 247,908
John E. Zawacki.............................. 5,550 187,068
</TABLE>
Restricted stock awards are made under the Company's Employee Stock
Purchase Plan. The purchase price for shares purchased under the Plan is
paid over time out of cash dividends, when and if declared and paid by the
Company. No cash is received by the Company at the time the shares are
purchased, although the participant receives the rights to receive
dividends and vote the shares at the time. Awarded shares are subject to
repurchase by the Company, for the dividends which have been paid toward
the purchase price, if the participant's employment with the Company
terminates for reasons other than death, retirement or disability. There is
no vesting schedule, and vesting occurs when stock received under said Plan
is fully paid, which will vary with the Company's dividend policy from year
to year. Dividends will be paid on all shares of restricted stock received
pursuant to this Plan as and when dividends are declared by the Company
with respect to all of its outstanding Common Stock.
(4) Includes the Company's contributions made for the benefit and on behalf of
the named executive officer under the following:
A. Life Insurance--The dollar value of premiums for term life insurance
(having a face value in excess of $50,000) paid by the Company for the
benefit of each of the named executive officers is:
<TABLE>
<CAPTION>
1992 1993 1994
------- -------- --------
<S> <C> <C> <C>
Murray K. McComas................................ $ 3,412 $ 3,534 $ 3,757
Michael J. Samargya.............................. 1,990 2,079 3,465
Giles W. Schutte................................. 3,700 3,856 4,119
Blair T. Smoulder................................ 1,320 1,582 1,690
John E. Zawacki.................................. 359 380 703
</TABLE>
6
<PAGE> 9
B. The Dollar Value of All Unused Personal and Vacation Days Paid by the
Company to Each of the Named Executive Officers is:
<TABLE>
<CAPTION>
1992 1993 1994
------- -------- --------
<S> <C> <C> <C>
Murray K. McComas................................ 0 0 0
Michael J. Samargya.............................. $ 4,972 $ 5,284 $ 5,446
Giles W. Schutte................................. 5,703 18,323 18,884
Blair T. Smoulder................................ 0 0 0
John E. Zawacki.................................. 0 0 0
</TABLE>
C. The Company's Savings Plan--Under the Savings Plan, which is available
to all full-time employees of the Company with one year of service, the
Company matches employees' contributions to the Plan of 1% to 5% of their
salary. The Company's contributions, and the earnings thereon, are
subject to divestiture in accordance with a vesting schedule under which
20% vests after three years of service to the Company, with an additional
20% vesting after each year thereafter until full vesting is achieved
after seven years of service. Amounts allocated to the named executive
officers are:
<TABLE>
<CAPTION>
1992 1993 1994
------- ------- --------
<S> <C> <C> <C>
Murray K. McComas................................. $ 4,239 $ 5,140 $ 7,440
Michael J. Samargya............................... 4,300 5,004 7,190
Giles W. Schutte.................................. 4,312 5,028 8,156
Blair T. Smoulder................................. 4,323 5,028 8,076
John E. Zawacki................................... 4,725 4,842 8,022
</TABLE>
D. The Company's Profit Sharing and Retirement Plan--Under the Profit
Sharing and Retirement Plan, which covers all employees of the Company,
the Company contributes 10% of its "adjusted net income," as defined in
the Plan, to the Plan's trust fund. Amounts contributed by the Company to
the trust fund are allocated among participating employees based on
salary and years of service to the Company, but allocations to the
executive officers listed in this table are limited to $30,000 (adjusted
to take into account cost-of-living adjustments provided for under
Section 415(d) of the Internal Revenue Code since 1986). The amounts
allocated are invested in accordance with the instructions of the
individual Plan participants in investments approved by the Plan
trustees. Amounts allocated to the named executive officers are:
<TABLE>
<CAPTION>
1992 1993 1994
-------- -------- --------
<S> <C> <C> <C>
Murray K. McComas............................... $ 21,499 $ 19,718 $ 15,115
Michael J. Samargya............................. 21,373 19,986 15,195
Giles W. Schutte................................ 21,344 19,936 13,636
Blair T. Smoulder............................... 21,324 19,936 13,795
John E. Zawacki................................. 20,500 19,986 13,914
</TABLE>
E. Benefit Restoration Plans--The following amounts were paid as
reimbursement under the Company's benefit restoration plans to compensate
the named executive officers for benefits not otherwise paid under the
Savings Plan and the Profit Sharing and Retirement Plan due to
limitations imposed by tax law:
<TABLE>
<CAPTION>
1992 1993 1994
-------- -------- --------
<S> <C> <C> <C>
Murray K. McComas............................... $ 34,056 $ 39,631 $ 35,057
Michael J. Samargya............................. 10,995 15,246 13,069
Giles W. Schutte................................ 17,656 22,174 19,017
Blair T. Smoulder............................... 17,657 22,219 18,984
John E. Zawacki................................. 6,287 9,346 7,158
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee of the Board of Directors,
consisting of David A. Blair, John O. Hanna, and Gerald A. Huber, and a standing
Nominating Committee consisting of
7
<PAGE> 10
Robert W. Blair, John O. Hanna, and Murray K. McComas. The Executive Officer
Compensation Committee, currently consisting of Robert W. Blair, Gerald A.
Huber, and John O. Hanna, recommends policies for and levels of executive
officer compensation other than awards under the Company's Employee Stock
Purchase Plan. The Executive Payroll Compensation Committee, consisting of
Murray K. McComas, Giles W. Schutte, and Blair T. Smoulder, recommends policies
and levels of compensation for non-executive officers. In addition, the Employee
Stock Purchase Plan Committee, currently consisting of Robert W. Blair and
Gerald A. Huber, administers the Company's Employee Stock Purchase Plan. Mr.
Huber was appointed to the Employee Stock Purchase Plan Committee to replace
John L. Blair, who resigned as a director of the Company on July 20, 1994.
During 1994, the Board of Directors held nine meetings. The Employee Stock
Purchase Plan Committee met once. The Executive Officer Compensation Committee
held four meetings and the Audit Committee held two meetings. The Executive
Payroll Compensation Committee met thirteen times in 1994. Each nominee for
election to the Board of Directors attended more than 75 percent of the total
number of meetings of the Board of Directors and the total number of meetings of
all committees of the Board on which he served (during the periods that he
served).
COMPENSATION OF DIRECTORS
In 1994, non-management members of the Board of Directors received an
annual retainer of $3,000. In 1994, non-management members also received
compensation in the amount of $500 for each meeting of the Board of Directors
attended and $400 for each meeting attended of the Committees of the Board of
Directors. Management members of the Board of Directors are not compensated for
attending meetings of the Board of Directors or its Committees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Officer Compensation Committee consists of Robert W. Blair,
Gerald A. Huber, and John O. Hanna. The Employee Stock Purchase Plan Committee
consists of Robert W. Blair and Gerald A. Huber. Both Mr. Huber and Mr. Hanna
are nonemployee directors of the Company. Mr. Robert W. Blair was a Vice
President and Executive Vice President of the Company in 1989 and 1990,
respectively, but he has not served as a Company employee since that time.
Although not an appointed member of the Executive Officer Compensation
Committee, Murray K. McComas, the Company's President, participated in the
evaluation and discussion of appropriate salary levels for all executive
officers other than himself at the request of the Executive Officer Compensation
Committee.
COMPENSATION COMMITTEE REPORTS ON
EXECUTIVE OFFICER COMPENSATION
For fiscal year 1994, decisions on compensation for executive officers of
the Company were made by the Executive Officer Compensation Committee and the
Employee Stock Purchase Plan Committee. In accordance with the rules of the
Securities and Exchange Commission (the "SEC") designed to enhance disclosure of
policies with respect to executive compensation, set forth below are reports
submitted by these committees addressing the Company's compensation policies
with respect to executive officers for fiscal year 1994.
REPORT OF THE EXECUTIVE OFFICER COMPENSATION COMMITTEE
The Executive Officer Compensation (the "EOC") Committee of the Board of
Directors is responsible for salary levels and bonuses for all officers of the
Company deemed by the Board of Directors to be within the SEC's definition of
"executive officer," i.e., a company's president, any vice president in charge
of a principal business unit, division or function or any other officer or
person who performs similar policy-making functions for the company. The minutes
of meetings of the EOC Committee at which compensation decisions are reached are
acknowledged and approved by the full Board of Directors of the Company.
8
<PAGE> 11
On January 11, 1994, the EOC Committee approved a 3% increase in the salary
of Murray K. McComas, the Company's Chief Executive Officer, and Messrs.
Samargya, Schutte and Smoulder, and a 4% increase in the salary of Mr. Zawacki,
effective January 23, 1994. Mr. McComas participated in the evaluation and
discussion of appropriate salary levels for all executive officers other than
himself. Mr. McComas was not present when the EOC Committee evaluated him and
determined his salary level and the salary levels of the Company's two Executive
Vice Presidents (Messrs. Schutte and Smoulder).
On October 2, 1994, the standard work week throughout the Company was
increased from 37.25 hours to 40 hours. Accordingly, all employees on the
executive payroll, including Messrs. McComas, Samargya, Schutte, Smoulder, and
Zawacki, received a 7.38% pay adjustment to correspond to the new weekly work
schedule.
The EOC Committee's decisions on salary levels for executive officers
ultimately were subjective, based on consideration of a number of factors. No
one factor was determinative of the salary level of any of the five named
executive officers. Moreover, the EOC Committee did not weigh any one factor
against any other in a way that makes it possible to assign a numerical value to
the weight of any factor in the determination of the salaries of the Chief
Executive Officer and the four other named executive officers.
The EOC Committee first determined that a greater proportion of the total
compensation paid to executive officers should be tied to performance goals
through the Company's Executive Officer Bonus Plan. This resulted in the EOC
Committee's decision to minimize salary increases. The EOC Committee also
considered the Company's historical executive officer salary levels and salary
increases in the context of the independent consultant's study discussed below.
The Company does not contemplate a targeted "mix" of salary and bonus, but
believes that its executive officers should be incentivized through greater
bonus compensation tied to the Company's performance and lower salary increases.
The actual "mix" achieved for 1994 reflects this effort to hold down the rate of
salary increase while, at the same time, provide a greater economic opportunity
to earn bonus compensation.
Considering the increase in the Consumer Price Index and the EOC
Committee's satisfaction with the individual performances of the five named
executive officers, the EOC Committee determined that a 3% increase in salary
was appropriate for four of the executive officers and a 4% increase in salary
was appropriate for the fifth named executive officer.
The EOC Committee's decisions with respect to bonuses for executive
officers were made on December 16, 1993. The EOC Committee determined to
establish a new bonus schedule for executive officers, which is effective for
fiscal years 1993 and 1994, as well as retroactively for fiscal year 1992. Under
the new schedule, executive officers may receive bonuses equal to a percentage
of their salary income for the year. The percentage is dependent upon the range
of the Company's after-tax income for the year. If the Company's after-tax net
income falls within a higher range, the executive officers receive a larger
bonus. The schedule is set forth below.
<TABLE>
<CAPTION>
BONUS
RANGE OF COMPANY NET INCOME PERCENTAGE
--------------------------- ----------
<S> <C>
Less than $25 million...................................... 0%
$25 million, but less than $30 million..................... 3%
$30 million, but less than $35 million..................... 6%
$35 million, but less than $40 million..................... 9%
$40 million, but less than $45 million..................... 12%
$45 million and above...................................... 15%
</TABLE>
In fiscal year 1994, the Company had net income of $37,678,710, and, as a
result, the Company's executive officers earned bonuses in 1994 equal to 9% of
their 1994 salary income.
The foregoing bonus schedule replaces, for executive officers, the schedule
applicable to the Company's bonus plan for all other employees. The EOC
Committee adopted the new schedule after
9
<PAGE> 12
deciding that executive officers' total compensation should be more closely
linked to corporate performance, as discussed above, so as to more closely align
their interests with the interests of the Company's stockholders. While the
schedule for executive officers' bonuses is triggered when the Company's net
income is at least $25 million, the schedule for all other employees' bonuses is
triggered when the Company's net income is at least $15 million.
At its December 16, 1993 meeting, the EOC Committee considered data
supporting its decision to more closely link executive officer compensation to
corporate performance. The EOC Committee considered the results of a study
conducted by a nationally-recognized independent consultant in executive
compensation. The study encompassed executive compensation practices in 93
businesses in the retail sector in the United States, both public and private,
including a number of mail order companies. The study covered more than 50
executive job descriptions or positions in the businesses surveyed.
The study showed that the total compensation for the executives in the 93
companies consisted of approximately 79% base salary and 21% bonuses. In
contrast, the Company's executive officers, in the same time period, received
97% of their compensation in base salary and 3% in bonuses. As a result of the
adjustments made by the EOC Committee to the compensation of Mr. McComas and the
other four named executive officers, their respective compensations earned in
1992 consisted of 92% base salary and 8% bonus, 94% base salary and 6% bonus in
1993 and 92% base salary and 8% bonus in 1994.
The EOC Committee determined that the independent study supported its
decision regarding total compensation levels to minimize salary increases for
the Company's executive officers and to place increased reliance on greater
potential bonus compensation for executive officers. The EOC Committee also
determined that a single bonus schedule for all executive officers was
appropriate at this time in light of such factors as teamwork, the absence at
the Company of independent business units and the general contribution of all
executive officers to the Company's performance.
MEMBERS OF THE EXECUTIVE OFFICER
COMPENSATION COMMITTEE
Gerald A. Huber (Chairman)
Robert W. Blair
John O. Hanna
REPORT OF THE EMPLOYEE STOCK PURCHASE PLAN COMMITTEE
Awards under the Company's Employee Stock Purchase Plan (the "Plan") are
the responsibility of the Employee Stock Purchase Plan ("ESPP") Committee. The
ESPP Committee is made up of directors who have not, within one year, been
granted rights to purchase shares pursuant to the Plan, in order for grants
under the Plan to satisfy SEC Rule 16b-3. Decisions of the ESPP Committee are
final and binding on the Company.
Awards under the Plan were designed primarily to recognize the
contributions of individual key employees to the Company's performance and to
align the interests of management and stockholders. For many years, the Company
has endorsed the view that management and key employees of the Company should be
stockholders of the Company so that they will be motivated to increase
stockholder value. This policy is implemented through the award to selected
employees of the Company of rights to purchase shares of the Company's Common
Stock under the Plan. Awards ordinarily are made once each year.
The ESPP Committee selects employees to receive awards under the Plan
(based, in part, on recommendations of the Company's executive officers and
department heads as to employees who are not executive officers), determines the
number of shares subject to the award, and chooses the price at which shares
will be made available for purchase under the Plan. Because the price paid to
purchase the stock under the grant is below fair market value and is paid out of
dividends earned on the purchased
10
<PAGE> 13
shares, the price at which the shares are sold directly affects the degree to
which grants under the Plan serve as incentive compensation for future
performance rather than as bonuses for past performance. Moreover, since
dividends reflect corporate earnings, as earnings increase, dividends likely
increase and the purchaser is more likely to be vested sooner with full
ownership rights to such shares.
Many factors, both objective and subjective, were considered by the ESPP
Committee before making grants in 1994, including, but not limited to, the
Company's financial performance, the historic responsibilities and performance
of individual employees, prior grants to the employee, and the employee's
current vested and unvested ownership of the Company's common stock. There is no
direct correlation between regular salary and awards under the Plan. No award
was specifically tied to any one measure of performance or factor, and the ESPP
Committee did not assign relative weights to the factors it considered in a way
that would make it possible to assign a numerical value to the weight of any
factor. Full ownership of the shares ordinarily does not vest, however, until
they are fully paid for out of corporate dividends. The Company's dividend level
can thus affect the full vesting of the shares, and the market price of the
shares in large part determines the value of the grant to an individual
executive.
In fiscal year 1994, the ESPP Committee awarded grants under the Plan for
the purchase of an aggregate of 42,450 shares of the Company's Common Stock to
85 of the Company's employees, 15 of whom were executive officers of the
Company. Awards for all employees ranged from 250 shares to 2,250 shares, with
943 being the average number of shares sold to the Company's executive officers.
The purchase price for all shares sold under the Plan in 1994 was $13 per share,
at a time when the Company's Common Stock was trading at $40.25 per share. Over
the past several years, the purchase price for stock awarded pursuant to the
Plan has been approximately one-third of market value at the time of grant.
Mr. McComas, the Company's Chief Executive Officer, received a grant of
2,250 shares, having a value of $61,312 by reason of the difference between the
price paid and the fair market value of the stock at the time of purchase. While
the ESPP Committee's decision with respect to Mr. McComas' grant was a
subjective one not based on any one factor or any weighing of one factor against
another, the ESPP Committee was of the view that the combination of his strong
leadership of the Company, the Company's recent performance, and the need to
further incentivize him to continue his tradition of exemplary leadership
warranted a grant of that size.
MEMBERS OF THE EMPLOYEE STOCK
PURCHASE PLAN COMMITTEE
Robert W. Blair (Chairman)
Gerald A. Huber
11
<PAGE> 14
PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative total
stockholder return on the Company's Common Stock with the cumulative total
return of the Amex Market Value Index and the S&P Retail Composite Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Blair Corporation Common Stock, Amex Market Value Index
and S&P Retail Stores Composite Index**
<TABLE>
<CAPTION>
S&P Retail
Measurement Period Blair Corpo- AMEX Market Stores Com-
(Fiscal Year Covered) ration Value Index posite Index
<S> <C> <C> <C>
1/1/90 100 100 100
1990 128 82 100
1991 166 105 159
1992 212 106 186
1993 171 126 179
1994 171 115 163
</TABLE>
Assumes $100 invested on January 1, 1990 in Blair Corporation Stock, Amex Market
Value Index and S&P Retail Composite Index.
* Total return assumes reinvestment of dividends.
** Fiscal year ending December 31.
The closing price of the Company's Common Stock on the American Stock
Exchange on March 8, 1995, was $33.75.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Another purpose of the meeting is to ratify the reappointment by the Board
of Directors of the firm of Ernst & Young L.L.P. as independent certified public
accountants to examine the financial statements and to perform the annual audit
for the Company for the year December 31, 1995, such appointment to continue at
the pleasure of the Board of Directors.
A resolution calling for the ratification of the appointment of Ernst &
Young L.L.P. will be presented at the Annual Meeting. Representatives of Ernst &
Young L.L.P. will be present at the Annual Meeting to make a statement if they
desire to do so and to respond to appropriate questions.
The Board of Directors recommends ratification of the appointment of the
Ernst & Young L.L.P.
12
<PAGE> 15
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than the matters that are set forth in the Notice of the Annual Meeting of
Stockholders that accompanies this Proxy Statement and are described herein. In
the event that any such matters do come properly before the meeting, it is
intended that the persons named in the form of proxy solicited by management
will vote all proxies in accordance with their best judgment.
RECEIPT OF STOCKHOLDER PROPOSALS
Any stockholder proposals which are to be presented for action at the 1996
Annual Meeting of Stockholders must be received by David A. Blair, Secretary,
Blair Corporation, 220 Hickory Street, Warren, Pennsylvania 16366, no later than
November 18, 1995.
EXPENSE OF SOLICITATION OF PROXIES
The cost of soliciting proxies by means of this Proxy Statement will be
borne by the Company. The Company may make arrangements with brokerage houses
and other custodians, nominees, and fiduciaries to forward proxies and proxy
solicitation material to the beneficial owners of the Company's Common Stock and
may reimburse them for their expenses in doing so.
DAVID A. BLAIR
Secretary
13
<PAGE> 16
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE BLAIR CORPORATION
The undersigned hereby appoints Murray K. McComas, David A. Blair, and
Giles W. Schutte, and each of them with power of substitution in each, as
proxies to represent the undersigned at the annual meeting of the stockholders
of Blair Corporation, to be held at the Knights of Columbus Building, 219 Second
Avenue, Warren, Pennsylvania on Tuesday, April 18, 1995 at 11:00 A.M. and at any
adjournments thereof, to vote the same number of shares and as fully as the
undersigned would be entitled to vote if then personally present in the manner
directed by the undersigned as follows:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES IN ITEM I, AND FOR THE RATIFICATION OF AUDITORS IN ITEM II; AND THE
PROXIES ARE AUTHORIZED, IN ACCORDANCE WITH THEIR JUDGMENT, TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
FOLD AND DETACH HERE
<PAGE> 17
THE BOARD RECOMMENDS A VOTE: FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM
I, AND FOR THE ELECTION OF AUDITORS IN ITEM II.
I plan to attend
the meeting
0
<TABLE>
<C> <S> <C>
I. ELECTION OF DIRECTORS
Vote for all WITHHOLD NOMINEES: David A. Blair, Robert W. Blair, Steven M. Blair, Robert D. Crowley,
nominees AUTHORITY John O. Hanna, Gerald A. Huber, Murray K. McComas, Thomas P. McKeever,
listed below to vote for Michael J. Samargya, Giles W. Schutte, Blair T. Smoulder, John E. Zawacki
(except as all nominees
shown below listed below (INSTRUCTIONS: To withhold authority to vote for any INDIVIDUAL NOMINEES write the
to the contrary) nominee's name on the line provided below:)
0 0 ______________________________________________________________________________________
II. RATIFICATION OF ERNST & YOUNG L.L.P.
AS AUDITORS:
FOR AGAINST ABSTAIN
0 0 0
</TABLE>
The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or any adjournments thereof.
Dated: ____________________________, 1995
_________________________________________
Signature(s)
_________________________________________
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
trustee, administrator or guardian, please
give full title as such.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE
