<PAGE> 1
LOGO
DEB SHOPS INC.
9401 BLUE GRASS ROAD, PHILADELPHIA, PA 19114
(215)676-6000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
WEDNESDAY, MAY 24, 1995
AT 10:00 O'CLOCK A.M.
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Deb
Shops, Inc., a Pennsylvania corporation, will be held on Wednesday, May 24,
1995 at 10:00 o'clock a.m. at the offices of the Company, 9401 Blue Grass
Road, Philadelphia, Pennsylvania. The purposes of the meeting are to:
1. Elect six (6) directors to serve until the next annual meeting of
shareholders and until the election and qualification of their
respective successors; and
2. Transact such other business as may properly come before the meeting
or any adjournments thereof.
Information concerning such matters is set forth in the following Proxy
Statement.
April 7, 1995 is the Record Date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
The accompanying form of Proxy is solicited by the Board of Directors of
the Company. Even if you are planning to attend the Annual Meeting, please
complete, date, sign and return the Proxy.
By Order of the Board of Directors of the Company
WARREN WEINER, Secretary MARVIN ROUNICK, President
Dated: April 28, 1995
<PAGE> 2
LOGO
DEB SHOPS INC.
9401 Blue Grass Road, Philadelphia, PA 19114
------
PROXY STATEMENT
------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 24, 1995
------
This Proxy Statement is submitted with the attached Notice of Annual
Meeting of Shareholders of Deb Shops, Inc. (the "Company") to be held on
Wednesday, May 24, 1995 at 10:00 o'clock a.m., at the offices of the Company,
9401 Blue Grass Road, Philadelphia, Pennsylvania. The form of Proxy is
enclosed. This Proxy Statement is being sent or given to shareholders of the
Company on or about April 28, 1995.
REVOCABILITY OF PROXY
A Proxy executed in the form enclosed may be revoked at any time prior to
its exercise by notifying the Secretary of the Company in writing, by
delivering a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to mailing the proxy material,
solicitation may be made in person or by telephone or telegraph by directors,
officers or regular employees of the Company or of its subsidiaries, none of
whom will receive additional compensation in connection with such
solicitation. The expense of the solicitation of Proxies for the Annual
Meeting will be borne by the Company. The Company will request banks, brokers
and other nominees to forward proxy materials to beneficial owners of stock
held by them and will reimburse such banks, brokers and other nominees for
their reasonable out-of-pocket expenses in doing so.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The holders of record of the Common Stock of the Company at the close of
business on April 7, 1995 (the "Record Date") will be entitled to vote on all
matters presented for vote at the Annual Meeting. At the close of business on
April 7, 1995, the total number of outstanding shares of Common Stock was
12,844,680 shares. Each share of Common Stock will be entitled to one vote on
all business to come before the Annual Meeting on which a vote is taken. The
presence, in person or by proxy, of shareholders entitled to cast a majority
of the votes which all shareholders are entitled to cast on each matter to be
voted on at the meeting is necessary for a quorum as to that matter. The vote
of at least a majority of the shareholders present, in person or by proxy, is
required to elect the Board of Directors.
1
<PAGE> 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 7, 1995,
with respect to (i) each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's outstanding Common Stock,
(ii) each director, (iii) the chief executive officer and each of the four
other most highly compensated executive officers, and (iv) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature
Name of of Beneficial Title of Percent
Beneficial Owner (1) Ownership Class of Class
- -------------------- ---------------- --------------- ------------
<S> <C> <C> <C>
Marvin Rounick(2) 3,849,656(3) Common Stock 30.0%
9401 Blue Grass Road Series A
Philadelphia, PA 19114 230 Preferred Stock 50.0%
Warren Weiner 2,700,264(4) Common Stock 21.0%
9401 Blue Grass Road Series A
Philadelphia, PA 19114 230 Preferred Stock 50.0%
Penny Weiner 1,616,238(5) Common Stock 12.6%
9401 Blue Grass Road
Philadelphia, PA 19114
Barry H. Frank 1,628,982(6) Common Stock 12.7%
1735 Market Street
Philadelphia, PA 19103-7598
Robert Shein 1,630,882(6)(7) Common Stock 12.7%
896 Roscommon Road
Bryn Mawr, PA 19010
Jack A. Rounick(2) 1,363,875(8) Common Stock 10.6%
960 Brook Road
Conshohocken, PA 19428
Paul S. Bachow 2,000 Common Stock Less than 1%
Barry H. Feinberg -0- Common Stock Less than 1%
Lewis Lyons 5,200 Common Stock Less than 1%
Stanley A. Uhr 2,405(9) Common Stock Less than 1%
Barry Vesotsky 20,528 Common Stock Less than 1%
All Directors and 9,601,383 Common Stock 74.7%
Officers as a Group Series A
(11 persons) 460 Preferred Stock 100.0%
</TABLE>
- ------
(1) Addresses are included for beneficial owners of more than 5% of the
Common Stock. Information as to certain of such shareholders has been
derived from filings made with the Securities and Exchange Commission.
Beneficial ownership has been determined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934.
(2) Marvin Rounick and Jack A. Rounick are brothers.
2
<PAGE> 4
(3) Marvin Rounick has sole voting and dispositive power with respect to
3,165,920 shares (24.7%), and shared voting and dispositive power with
Judy Rounick, his wife, with respect to 683,736 shares (5.3%). The
foregoing table does not include 750,000 shares (5.8%) held by a trust of
which Mr. Rounick is the sole beneficiary, but as to which neither Mr.
nor Mrs. Rounick has voting or dispositive power (see note (8) below).
(4) Warren Weiner has sole voting and dispositive power with respect to
1,047,766 shares (8.2%) and shared voting and dispositive power with
Penny Weiner, his wife, with respect to 1,616,238 shares (12.6%). The
table also includes 25,000 shares held by trusts for the benefit of Mr.
Weiner's nephew and nieces, as to which Mr. Weiner has sole voting and
dispositive power as trustee; Warren Weiner disclaims beneficial
ownership of those shares. The foregoing table does not include 605,504
shares (4.7%) held by a trust of which Mr. Weiner is the sole
beneficiary, and 1,023,478 shares (8.0%) held by a trust of which Mrs.
Weiner is the sole beneficiary, but as to which neither Mr. nor Mrs.
Weiner has voting or dispositive power (see note (6) below). The table
includes 11,260 shares to which Mr. Weiner may become entitled under the
Company's Employee Savings and Protection Plan.
(5) Penny Weiner has shared voting and dispositive power with Warren Weiner,
her husband, with respect to these shares. See note (4) above.
(6) Messrs. Frank and Shein share voting and dispositive power, as
co-trustees, as to 1,628,982 shares held by trusts for the benefit of Mr.
or Mrs. Warren Weiner. Messrs. Frank and Shein disclaim beneficial
ownership of these shares.
(7) Includes 900 shares held for a child under the Uniform Gift to Minors
Act, as to which Mr. Shein has sole voting and dispositive power; he
disclaims beneficial ownership of such shares.
(8) Jack A. Rounick has sole voting power with respect to 556,975 shares
(4.3%), as to which he also has sole dispositive power with respect to
137,151 shares and shared dispositive power with Noreen Rounick, his
wife, with respect to 419,824 shares; and has shared voting and
dispositive power, with his wife, with respect to 56,900 shares. The
table also includes 750,000 shares (5.8%) held by a trust for the benefit
of Marvin Rounick, in which Jack Rounick shares voting and dispositive
power as a co-trustee; Jack Rounick disclaims beneficial ownership of
these shares.
(9) Includes 120 shares held for his children under the Uniform Gift to
Minors Act, as to which Mr. Uhr has sole voting and dispositive power; he
disclaims beneficial ownership of such shares.
3
<PAGE> 5
ELECTION OF DIRECTORS
Six (6) directors will be elected to hold office subject to the provisions
of the Company's By-Laws until the next annual meeting of shareholders and
until their respective successors are duly elected and qualified.
The following table sets forth the name, age, position with the Company
and respective service dates of each person who has been nominated to be a
director of the Company.
<TABLE>
<CAPTION>
Director
Name Age Position with the Company Since
- ------------------ ----- ----------------------------------- ----------
<S> <C> <C> <C>
Marvin Rounick ... 55 Director, President and Chief 1973
Executive Officer
Warren Weiner .... 51 Director, Executive Vice President, 1973
Secretary and Treasurer
Jack A. Rounick .. 59 Director, Assistant Secretary 1973
Paul S. Bachow ... 44 Director 1989
Barry H. Feinberg 49 Director 1989
Barry H. Frank ... 56 Director 1989
Marvin Rounick and Jack A. Rounick are brothers.
</TABLE>
PRINCIPAL OCCUPATIONS OF THE NOMINEES TO BE DIRECTORS
Marvin Rounick has been employed by the Company since 1961. Since 1979, he
has served as the President and Chief Executive Officer. Prior to that time,
he served as Vice President, Operations and General Merchandise Manager.
Warren Weiner was employed by the Company from 1965 until 1975. He
rejoined the Company in January, 1982 as Executive Vice President, Secretary
and Treasurer.
Jack A. Rounick is Assistant Secretary of the Company. Since 1984 he has
been a director, and from 1984 to May, 1993 was Vice President and General
Counsel, of Martin Lawrence Limited Editions, Inc., a public company engaged
in the business of publishing and selling lithographs, paintings and other
works of art on a wholesale basis and through company-owned art galleries.
Mr. Rounick has been, since May 1992, President of THINK BIG!, Inc.,
Conshohocken, PA., which sells oversized gift products.
Paul S. Bachow has been, since December 1985, President of Bachow and
Associates, Inc. or its predecessors, Bachow and Elkin Co., Inc. and Bachow
and Elkin, Inc., Philadelphia, PA, and affiliated companies, private
companies engaged in the business of buying and operating manufacturing,
distributing, cellular telephone, cable television and service companies.
Barry H. Feinberg has been, since January 1992, President of Kaiser,
Feinberg & Associates, Inc., Bala Cynwyd, Pennsylvania, a marketing and
advertising company. Mr. Feinberg is also, since February 1991, Chairman
Emeritus, and from 1979 to February 1991 was President and Chief Executive
Officer, of Silo, Inc., Philadelphia, PA, a wholly owned subsidiary of Dixons
Group, plc, a public company in the United Kingdom. Silo, Inc. is engaged in
the business of selling electronic products and home appliances at retail.
From July 1992 to October 1993, Mr. Feinberg was President of Nationwise
Automotive, Inc., a retailer of automotive parts. Since 1991 Mr. Feinberg
also has been an Adjunct Professor of Marketing at the Wharton School,
University of Pennsylvania. Mr. Feinberg is also a director of Bala Real
Estate Investment Trust, Computerware, Inc. and Sneaker Stadium, Inc.
4
<PAGE> 6
Barry H. Frank has been a partner in the law firm of Mesirov Gelman Jaffe
Cramer & Jamieson, Philadelphia, PA, general counsel to the Company, since
May, 1987.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors holds formal meetings and also discusses matters on
an informal basis. The Board held five meetings during the fiscal year ended
January 31, 1995 and acted by written consent twelve times during the year.
The Company has no nominating committee. However, the Board has established
an Audit Committee, a Stock Option Committee, a Compensation Committee and an
Employee Savings and Protection Plan Committee ("ESP Plan Committee"). Each
director attended all meetings of the Board and of Committees on which he
served, except that Paul Bachow did not attend one Board meeting and one
Audit Committee meeting.
The Audit Committee consists of Paul S. Bachow, Barry H. Feinberg and
Barry H. Frank. The function of the Audit Committee is to recommend to the
Board the employment of the Company's independent auditors and to review with
management and the independent auditors the Company's financial statements,
basic accounting and financial policies and practices, audit scope and
competency of internal audit personnel. The Audit Committee held one meeting
during the last fiscal year.
The Stock Option Committee, consisting of Marvin Rounick, Warren Weiner
and Jack A. Rounick, administers the Company's Incentive Stock Option Plan
and determines the employees eligible to be granted incentive stock options
and the number of options to be granted. The Stock Option Committee also
administers the Company's Restricted Stock Incentive Plan and determines the
employees eligible to be granted stock and the number of shares to be
granted. The Stock Option Committee held no meetings and acted by written
consent once during the last fiscal year.
The Compensation Committee consists of Paul S. Bachow, Barry H. Feinberg
and Barry H. Frank. The function of the Compensation Committee is to consider
and make recommendations to the Board of Directors, at its request, with
respect to appropriate levels of compensation for the President, Executive
Vice President, and other officers and employees of the Company. The
Compensation Committee held no meetings during the last fiscal year.
The ESP Plan Committee, consisting of Marvin Rounick, Warren Weiner and
Stanley A. Uhr, Esq., administers the Company's Employee Savings and
Protection Plan ("ESP Plan"), a 401(k) plan under the Internal Revenue Code.
The ESP Plan Committee held no meetings during the last fiscal year.
Directors of the Company, other than Directors who are also employees of
the Company, receive $500 for each meeting of the Board of Directors and
Committees of the Board attended, plus expenses.
5
<PAGE> 7
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
SHAREHOLDER RETURNS
The following graph compares the cumulative total shareholder return for
the last five fiscal years for the Company's Common Stock to the annual
cumulative total returns of (i) the NASDAQ Stock Market (US Companies) and
(ii) the Dow Jones Retailers -- Specialty Apparel Index (the "D-J Index").
250|------------------------------------------------------------------|
| |
| |
| # |
200|------------------------------------------------204----------#----|
| * # 195 |
| 173 179 |
D | # * |
O 150|------------------------158---------164----------*----------------|
L | 114 152 * |
L | * 136 |
A | # |
R 100|-&#*----------103-------------------------------------------------|
S | & |
| & 89 & |
| 71 68 & |
50|------------------------------------------------------------------|
| 54 & |
| 44 |
| |
0|----|----------|---------|-----------|-----------|-----------|----|
1/90 1/91 1/92 1/93 1/94 1/95
Legend
<TABLE>
<CAPTION>
Symbol Index Description 01/31/90 01/31/91 01/31/92 01/29/93 01/31/94 01/31/95
<S> <C> <C> <C> <C> <C> <C> <C>
- -------- --------------------------------------------- -------- -------- -------- -------- -------- --------
- --&-- DEB SHOPS, INC. 100 71 89 68 54 44
- --#-- Nasdaq Stock Market (US Companies) 100 103 158 179 204 195
- --*-- Dow Jones Retailers -- Specialty Apparel Index 100 114 173 164 152 136
</TABLE>
Notes:
A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the annual interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to 100.0 on 01/31/90.
6
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished for the fiscal years ended January
31, 1995, 1994 and 1993, respectively, with respect to the Company's Chief
Executive Officer and each of the four other most highly compensated
executive officers of the Company during the last fiscal year whose salary
and bonus exceeded $100,000. Annual Compensation includes amounts deferred at
the officer's election.
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
---------------------------------- ----------------------- ------------
Fiscal Restricted Securities
Year Other Annual Stock Underlying All Other
Ended Salary Bonus compensation Award(s) Options/SARs LTIP Payouts Compensation
Name and principal Position 1/31 ($) (1) ($)(2) ($)(3) ($)(4) (#) ($) ($)(3)(5)
- --------------------------- -------- --------- --------- ------------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin Rounick 1995 $407,942 -- -- -- -- -- --
President and Chief 1994 $407,942 -- -- -- -- -- --
Executive Officer 1993 $393,582 -- -- -- -- -- --
Warren Weiner 1995 $300,194 -- -- -- -- -- $3,232
Executive Vice 1994 $300,199 -- -- -- -- -- $2,929
President 1993 $292,031 -- -- -- -- -- $3,182
Barry Vesotsky 1995 $137,538 $40,000 -- -- -- -- $3,125
Vice President, 1994 $133,408 $51,000 -- -- -- -- $2,741
Merchandising 1993 $133,293 $66,000 -- -- -- -- $2,741
Stanley A. Uhr 1995 $ 92,496 $20,000 -- -- -- -- $ 765
Vice President, 1994 $ 94,150 $25,500 -- -- -- -- $1,935
Real Estate and 1993 $ 94,091 $33,000 -- -- -- -- $1,935
Corporate Counsel
Lewis Lyons 1995 $ 82,813 $20,000 -- -- -- -- $1,911
Vice President, 1994 $ 83,296 $25,500 -- -- -- -- $1,712
Finance, and 1993 $ 82,813 $16,500 -- -- -- -- $1,712
Chief Financial Officer
</TABLE>
- ------
Notes
(1) In December 1992 the Company prepaid to Marvin Rounick and Warren Weiner
certain compensation due in the succeeding fiscal year. Such prepaid
amounts are reported in this table in the year earned and not the year
paid.
(2) Consists of market value, at date of vesting, of restricted common stock
issued under the Company's Restricted Stock Incentive Plan, which vests
solely by lapse of time in approximately six months from date of grant,
subject to earlier forfeiture upon termination of employment. Pending
vesting, the grantee is entitled to vote the stock and to receive any
cash dividends.
(3) The named executive officers received various personal benefits, the
total value of which does not exceed for any such person the lesser of
$50,000 or 10% of his annual salary and bonus.
(4) Awards of restricted stock are shown in Bonus column.
(5) Consists of Company contributions to the ESP Plan for the account of the
named executive subject to vesting by lapse of time.
7
<PAGE> 9
INSURANCE
In 1983, the Company purchased split dollar increasing whole life
insurance policies providing $5,000,000 coverage, each, for Marvin Rounick
and Warren Weiner. In 1987, at the request of the insureds, the Company
surrendered these policies, which had cash surrender values of $519,925 and
$489,691, respectively, for new whole life policies in the amount of
$20,000,000, each, on the joint lives of Marvin Rounick and his wife, and the
joint lives of Warren Weiner and his wife. The cash surrender values of the
prior policies were applied as prepaid premiums for the new policies. The
policies are payable upon the death of the last to die of the executive and
his spouse. No premiums were paid on these policies in the last fiscal year.
Upon the death of an insured, or at such earlier date as the Company's
interest in the policy may be terminated at the election of the Company or
the owner of the policy, the Company will be entitled to receive from the
death benefits or the cash surrender value, as the case may be, an amount
equal to the greater of (i) all premiums paid by it directly or through loans
on the policy, plus any remaining dividend credits, less any indebtedness to
the insurance company incurred by the Company to pay premiums, or (ii) the
amount of the cash surrender value of the policy. The balance of any death
benefits will be paid to certain Rounick family and Weiner family insurance
trusts, which are the owners and beneficiaries of the respective policies.
REPORT ON EXECUTIVE COMPENSATION
The compensation of the President and Executive Vice President is set by
the Board of Directors. The cash compensation of the other executive officers
is set by the President, as authorized by the Board of Directors. The Stock
Option Committee is authorized to make awards of incentive stock options,
under the Company' s Incentive Stock Option Plan, and restricted stock under
the Company's Restricted Stock Incentive Plan.
The Board of Directors has followed the practice of compensating the
President and the Executive Vice President on the basis of fixed salaries,
supplemented by various perquisites which are included as "salary" in the
Summary Compensation Table. Such compensation is considered by the Board to
be appropriate for those positions, irrespective of the Company's
performance. The compensation of those officers has not, therefore, increased
materially in years of above-average Company performance and has not
decreased materially in years of below-average performance. The President and
the Executive Vice President, alone or together with spouses and various
trusts and partnerships for family members, are principal shareholders of the
Company and, in the Board's view, derive sufficient incentive to maximize
Company performance through their status as shareholders without receiving
incentive compensation in addition to, or as part of, their regular
compensation. Accordingly, neither the President nor the Executive Vice
President receive bonuses or participate in either of the Company's two stock
plans, the Incentive Stock Option Plan and the Restricted Stock Incentive
Plan.
The other executive officers of the Company, including those named in the
Summary Compensation Table, also are principally compensated through fixed
salaries, which are supplemented by grants of restricted stock. Such grants
vest, solely through the lapse of time, in approximately six months from the
date of grant and are intended primarily to recognize the individual
performances of the executives by increasing total compensation to levels
which the Board considers to be within the range of competitive compensation
rates for those positions.
The foregoing report is submitted by the Board of Directors: Paul Bachow,
Barry Feinberg, Barry Frank, Jack Rounick*, Marvin Rounick*, Warren Weiner*.
- ------------
*Members of Stock Option Committee
8
<PAGE> 10
TRANSACTIONS WITH MANAGEMENT AND CERTAIN BUSINESS RELATIONSHIPS
The Company leases its present warehouse and office facility totalling
280,000 square feet pursuant to a twenty year lease dated and effective June
15, 1982, as amended ("Lease") from the Blue Grass Partnership ("Lessor"),
the partners of which are Marvin Rounick, Warren Weiner and Jack A. Rounick,
and their respective spouses. Under the terms of the Lease, the Company must
pay all maintenance, repairs, insurance, utilities, taxes, improvements and
modifications to the facility. During the fiscal year ended January 31, 1995,
the Company accrued and paid a rental expense of $550,000 under the Lease.
A loan in the amount of $500,000 from the Pennsylvania Industrial
Development Authority ("PIDA") was made to the Lessor in December, 1984. The
PIDA loan is payable over a 15 year term at an interest rate of 5% per annum.
The Company has guaranteed the repayment of the PIDA loan. At January 31,
1995, the outstanding principal amount of the PIDA loan was approximately
$209,500.
The Company believes that the terms of these transactions, including the
Lease, are fair, reasonable and consistent with the terms that would have
been available to the Company if made with unaffiliated parties.
In its last fiscal year, the Company paid legal fees to the law firm of
Mesirov Gelman Jaffe Cramer & Jamieson, its general counsel, and expects to
pay legal fees to such firm during the fiscal year ending January 31, 1996.
Barry H. Frank, a director of the Company, is a partner in that law firm.
In December 1994 the Company made a $95,000 loan to Lewis Lyons, its Vice
President, Finance and Chief Financial Officer. The loan, which was unsecured
and without interest, is in the unpaid balance of $23,500 as of March 31,
1995.
EXCHANGE ACT REPORTS OF INSIDERS
Based solely on a review of copies of reports filed with it under Section
16(a) of the Securities Exchange Act of 1934 ("Exchange Act") or written
representations from persons required to file such reports, the Company has
determined that its directors, officers and more-than-10% shareholders filed,
when due, all reports required by Section 16(a) of the Exchange Act during
the fiscal year ended January 31, 1995.
RELATIONSHIPS WITH INDEPENDENT AUDITORS
The firm of Arthur Andersen LLP was the Company's independent auditors for
the fiscal year ended January 31, 1995. Representatives of Arthur Andersen
LLP are expected to be present at the Annual Meeting, with the opportunity to
make a statement if they desire to do so, and will be available to respond to
appropriate questions of shareholders.
The Board of Directors selects, upon recommendation by the Audit
Committee, the independent auditors for the Company. The Board has not yet
selected the independent auditors for the current fiscal year.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal of a shareholder intended to be presented at the Annual
Meeting of Shareholders in 1996 must be received at the Company's principal
executive offices no later than December 31, 1995.
9
<PAGE> 11
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO THE COMPANY AT
9401 BLUE GRASS ROAD, PHILADELPHIA, PENNSYLVANIA 19114, ATTENTION: CORPORATE
COUNSEL.
10
<PAGE> 12
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
DEB SHOPS, INC.
9401 Blue Grass Road, Philadelphia, PA 19114
The undersigned hereby appoints Marvin Rounick and Warren Weiner, and
each of them, proxies with full power of substitution to vote all the
shares of Common Stock of Deb Shops, Inc., which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on May 24, 1995, at 10 A.M., local time, and at any adjournment
thereof, upon the following matters set forth in the notice of such meeting.
(To Be Signed on Reverse Side.)
<PAGE> 13
/X/ Please mark your votes
as in this example.
FOR WITHHELD Nominees: Paul S. Bachow
1. Election of / / / / Barry M. Feinberg
Directors Barry M. Frank
Marvin Rounick
To withhold Authority for any Jack A. Rounick
individual nominee(s), check the Warren Weiner
box, and insert the nominee(s)
name on the line, below 2. In their discretion, on such other
FOR ALL business as may properly come before
EXCEPT the Annual Meeting or any adjournment
/ / thereof.
-----------------------------
This Proxy when properly executed will be
voted as specified above. If not otherwise
specified, this Proxy will be voted FOR
the election of the nominees of the
Board of Directors named in Item 1.
PLEASE MARK, SIGN, DATE AND RETURN
IMMEDIATELY
SIGNATURE DATE SIGNATURE DATE
---------------- ---------- ------------------ ----------
Note: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee or guardian, give the full title. If a
corporation, sign in full corporate name by President or other
authorized officer. If a partnership, sign in partnership name by
authorized persons.
