<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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 Under Rule 14a-12
Deb Shops 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 Rules 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>
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 17, 2000
at 10:00 a.m.
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Deb
Shops, Inc., a Pennsylvania corporation (the "Company"), will be held on
Wednesday, May 17, 2000 at 10:00 a.m. at the offices of the Company, 9401 Blue
Grass Road, Philadelphia, Pennsylvania. The purposes of the meeting are to:
1. Elect six directors to serve until the next Annual Meeting of
Shareholders and until the election and qualification of their
respective successors;
2. Approve the Amended and Restated Deb Shops, Inc. 1995 Incentive Stock
Option Plan.
3. Transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Information concerning such matters is set forth in the following Proxy
Statement.
March 31, 2000 is the Record Date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting or any adjournments or
postponements 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 in person,
please complete, date, sign and return the enclosed Proxy.
By Order of the Board of Directors of the Company
WARREN WEINER, Secretary MARVIN ROUNICK, President
Dated: April 26, 2000
<PAGE>
DEB SHOPS INC.
9401 Blue Grass Road, Philadelphia, PA 19114
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 17, 2000
---------------------
This Proxy Statement is submitted with the attached Notice (the "Notice")
of Annual Meeting of Shareholders of Deb Shops, Inc. (the "Company") to be held
on Wednesday, May 17, 2000 at 10:00 a.m., at the offices of the Company, 9401
Blue Grass Road, Philadelphia, Pennsylvania. The form of Proxy is enclosed.
This Proxy Statement is first being sent or given to shareholders of the
Company on or about April 26, 2000.
The Board of Directors of the Company does not intend to bring any matter
before the Annual Meeting except as specifically indicated in the attached
Notice and does not know of anyone else who intends to do so. If any other
matters properly come before the Annual Meeting, however, the persons named in
the enclosed Proxy, or their duly constituted substitutes, will be authorized
to vote or otherwise act thereon in accordance with their judgment on such
matters.
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 materials,
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 the Company's common stock,
$0.01 par value per share ("Common 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 March 31, 2000 (the "Record Date") will be entitled to notice of
and to vote on all matters presented for vote at the Annual Meeting. At the
close of business on March 31, 2000, the total number of outstanding shares of
Common Stock was 13,359,900. 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 is necessary
for a quorum to be present at the Annual Meeting. Abstentions and broker
non-votes are counted for purposes of determining whether a quorum is present
at the Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 3l, 2000,
regarding the shares of each class of equity securities of the Company owned by
(i) each person who is known to the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities, (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 of
Name and Address of Beneficial Percent
Beneficial Owner (1) Ownership Title of Class of Class
- -------------------- --------- -------------- --------
<S> <C> <C> <C>
Marvin Rounick (2) 3,859,656 (3) Common Stock 28.9%
9401 Blue Grass Road 230 Non-Voting Series A 50.0%
Philadelphia, PA 19114 Preferred Stock
Judy Rounick 693,736 (4) Common Stock 5.2%
9401 Blue Grass Road
Philadelphia, PA 19114
Warren Weiner 2,700,264 (5) Common Stock 20.2%
9401 Blue Grass Road 230 Non-Voting Series A 50.0%
Philadelphia, PA 19114 Preferred Stock
Penny Weiner 1,616,238 (6) Common Stock 12.1%
9401 Blue Grass Road
Philadelphia, PA 19114
Barry H. Frank 1,628,982 (7) Common Stock 12.2%
1735 Market Street
Philadelphia, PA 19103-7598
Robert Shein 1,629,732 (7)(8) Common Stock 12.2%
896 Roscommon Road
Bryn Mawr, PA 19010
Jack A. Rounick (2) 1,178,158 (9) Common Stock 8.8%
3 Penn Court
325 Swede Street
Norristown, PA 19404
Stuart H. Savett 754,000 (10) Common Stock 5.6%
325 Chestnut Street
Suite 700
Philadelphia, PA 19106
Paul S. Bachow -0- Common Stock -0-
Barry H. Feinberg -0- Common Stock -0-
Allan Laufgraben 115,720 (11) Common Stock Less than 1%
Barry Vesotsky 58,000 Common Stock Less than 1%
Stanley A. Uhr 30,150 (12) Common Stock Less than 1%
All Directors and Officers 9,676,130 (11)(13) Common Stock 72.1%
as a Group (12 persons) 460 Non-Voting Series A 100.0%
Preferred Stock
</TABLE>
[footnotes on following page]
2
<PAGE>
- ------------
(1) Addresses are included for beneficial owners of more than 5% of the Common
Stock of the Company. Information as to certain of such shareholders has
been derived from filings made with the Securities and Exchange Commission
(the "Commission").
(2) Marvin Rounick and Jack A. Rounick are brothers.
(3) Marvin Rounick has sole voting and dispositive power with respect to
3,165,920 shares of Common Stock (23.7% of the class), and shared voting
and dispositive power with Judy Rounick, his wife, with respect to the
remaining 693,736 shares of Common Stock (5.2% of the class). See note (4)
below. The foregoing table does not include 750,000 shares of Common Stock
(5.6% of the class) 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 notes (9) and (10) below.
(4) Judy Rounick has shared voting and dispositive power with Marvin Rounick,
her husband, with respect to these shares. See note (3) above.
(5) Warren Weiner has sole voting and dispositive power with respect to
1,047,766 shares of Common Stock (7.8% of the class) and shared voting and
dispositive power with Penny Weiner, his wife, with respect to 1,616,238
shares of Common Stock (12.1% of the class). See note (6) below. The table
also includes 25,000 shares of Common Stock 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. The foregoing table does not include
605,504 shares of Common Stock (4.5% of the class) held by a trust of
which Mr. Weiner is the sole beneficiary, or 1,023,478 shares of Common
Stock (7.7% of the class) 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 (7) below. The table includes 11,260 shares of
Common Stock to which Mr. Weiner may become entitled under the Company's
Employee Savings and Protection Plan.
(6) Penny Weiner has shared voting and dispositive power with Warren Weiner,
her husband, with respect to these shares. See note (5) above.
(7) Includes 1,628,982 shares held by trusts for the benefit of Mr. or Mrs.
Warren Weiner, of which Messrs. Frank and Shein share voting and
dispositive power as co-trustees. Messrs. Frank and Shein disclaim
beneficial ownership of these shares.
(8) Includes 750 shares held by a child of Mr. Shein as to which he disclaims
beneficial ownership.
(9) Jack A. Rounick has sole voting power with respect to 371,258 shares of
Common Stock (2.8% of the class). Of these shares he has sole dispositive
power with respect to 71,434 shares and shared dispositive power with
Noreen Rounick, his wife, with respect to the remaining 299,824 shares.
Mr. Rounick also has shared voting and dispositive power, with his wife,
with respect to 56,900 shares of Common Stock included in the table. The
table also includes 750,000 shares of Common Stock (5.6% of the class)
held by a trust for the benefit of Marvin Rounick, in which Jack A.
Rounick shares voting and dispositive power as a co-trustee with Stuart
Savett; Mr. Rounick disclaims beneficial ownership of these shares.
(10) Includes 750,000 shares of Common Stock (5.6% of the class) held by a
trust for the benefit of Marvin Rounick, in which Mr. Savett shares voting
and dispositive power as a co-trustee with Jack A. Rounick; Mr. Savett
disclaims beneficial ownership of such shares.
(11) Beneficial ownership has been determined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
therefore, includes shares of Common Stock covered by options granted to
officers pursuant to the Company's 1995 Incentive Stock Option Plan which
are currently exercisable or exercisable within 60 days of March 31, 2000
as follows: Mr. Laufgraben -- 50,000 shares; All Directors and Executive
Officers as a Group (12 persons) -- 60,000 shares.
(12) Includes 30 shares held by a child of Mr. Uhr as to which he disclaims
beneficial ownership.
(13) See prior footnotes.
3
<PAGE>
ELECTION OF DIRECTORS
Six 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 ............ 60 Director, President and Chief Executive Officer 1973
Warren Weiner ............. 56 Director, Executive Vice President, Secretary and Treasurer 1973
Jack A. Rounick ........... 64 Director, Assistant Secretary 1973
Barry H. Feinberg ......... 54 Director 1989
Barry H. Frank ............ 61 Director 1989
Ivan Inerfeld ............. 59 Nominee to be a Director --
</TABLE>
Marvin Rounick and Jack A. Rounick are brothers.
A plurality of the votes cast by all shareholders entitled to vote with
respect to the election of directors at the Annual Meeting is required for the
election of directors. Shareholders may vote "FOR" or "AUTHORITY WITHHELD" with
respect to the election of the entire slate of directors by marking the proper
box on the enclosed form of Proxy, or may vote "AUTHORITY WITHHELD" with
respect to any one or more nominees by marking the proper box and writing out
the names of such nominees on the Proxy, as instructed therein. Abstentions and
broker non-votes will have the same effect as votes of "AUTHORITY WITHHELD" in
the case of the election of directors. Upon the execution and return of the
enclosed form of Proxy, the shares represented thereby will be voted in
accordance with the terms of the Proxy, unless the Proxy is revoked. If no
directions are indicated in such Proxy, the shares represented thereby will be
voted "FOR" the above nominees in the election of directors.
MANAGEMENT RECOMMENDS VOTING "FOR"
THE ABOVE NOMINEES FOR DIRECTOR.
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.
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 November
1997, he has been counsel to the law firm of Wolf, Block, Schorr and
Solis-Cohen LLP, Philadelphia, Pennsylvania, which provides legal services to
the Company. From October 1995 to November 1997, he was engaged in the private
practice of law in Norristown, Pennsylvania. Mr. Rounick was, from May 1992 to
December 1995, President of THINK BIG!, Inc., Conshohocken, Pennsylvania, which
sold oversized gift products.
Barry H. Feinberg has been, since January 1992, President of The Feinberg
Group or its predecessor firms, Philadelphia, Pennsylvania, a marketing
company. 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 Hippo Graphics, Inc., a company with a class of securities
registered under the Exchange Act.
4
<PAGE>
Barry H. Frank has been, since May 1987, a partner in the law firm of
Mesirov Gelman Jaffe Cramer & Jamieson, LLP, Philadelphia, Pennsylvania, which
provides legal services to the Company.
Ivan Inerfeld has been, since June 1999, the Chairman of Interactive
Enterprise Limited, Dublin, Ireland and Bryn Mawr, Pennsylvania, a broadband
infrastructure company, as well as a self-employed consultant and private
investor. From October 1997 to May 1999, Mr. Inerfeld was Managing Director of
Cross Atlantic Technology Fund, Radnor, Pennsylvania, a venture capital group.
From July 1996 to September 1997, Mr. Inerfeld was the Chairman and Chief
Executive Officer of VerticalNet, Inc., Horsham, Pennsylvania, a business-to-
business Internet content and commerce company, as well as a principal of
Internet Capital Group, L.L.C., Wayne, Pennsylvania, a venture capital fund.
Prior to July 1996, Mr. Inerfeld was a self-employed consultant, in Bryn Mawr,
Pennsylvania, working in the fields of mergers, acquisitions and finance.
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 one meeting during the fiscal year ended
January 31, 2000 and acted by written consent nine 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 the Committees on which he
served.
The Audit Committee consists of Paul S. Bachow, Barry H. Feinberg and
Barry H. Frank. It is expected that Ivan Inerfeld will replace Paul S. Bachow
as a member of the Audit Committee. 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 the 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 1995 Incentive Stock Option Plan
and determines the employees eligible to be granted 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 common stock and the number of shares to be granted. The
Stock Option Committee held no meetings during the last fiscal year.
The Compensation Committee consists of Paul S. Bachow, Barry H. Feinberg
and Barry H. Frank. It is expected that Ivan Inerfeld will replace Paul S.
Bachow as a member of the Compensation Committee. 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 one meeting during the last fiscal year.
Directors of the Company, other than Directors who are also employees of
the Company, receive $1,000 for each meeting of the Board of Directors and
Committees of the Board attended, plus expenses.
Compensation Committee Interlocks and Insider Participation
Barry H. Frank, a member of the Compensation Committee of the Company, was
during the last fiscal year, and continues to be, a partner in the law firm of
Mesirov Gelman Jaffe Cramer & Jamieson, LLP, Philadelphia, Pennsylvania, which
provided during the last fiscal year, and continues to provide, legal services
to the Company.
5
<PAGE>
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 cumulative
total returns of (i) The Nasdaq Stock Market (US Companies) and (ii) the Dow
Jones Retailers -- Specialty-Apparel Index.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Legend Fiscal Year Ended
---------------------------------------------------------------
Index Description 01/31/95 01/31/96 01/31/97 01/31/98 01/31/99 01/31/00
- ----------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
DEB SHOPS, INC. 100 70 102 142 263 366
Nasdaq Stock Market (US Companies) 100 141 185 219 342 525
Dow Jones Retailers - Specialty Apparel Index 100 117 139 227 421 387
</TABLE>
Notes
A. The lines represent annual index levels, assuming reinvestment of all
dividends paid during the measurement period.
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 01/31/95.
6
<PAGE>
EXECUTIVE COMPENSATION
The following information is furnished for the fiscal years ended January
31, 2000, 1999 and 1998, 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.
The Summary Compensation Table includes amounts deferred at the officer's
election.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
---------------------------------------- -------------------------- ---------
Number of
Fiscal Other Shares
Year Annual Restricted Underlying
Name and Ended Compensation Stock Options/ LTIP All Other
Principal Position 1/31 Salary Bonus (1) Award(s) SARS Payouts Compensation
- -------------------- -------- ----------- ----------- -------------- ------------ ------------ --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin Rounick 2000 $406,356 -- -- -- -- -- --
President and 1999 $405,012 -- -- -- -- -- $397,286
Chief Executive 1998 $405,012 -- -- -- -- -- --
Officer
Warren Weiner 2000 $298,610 -- -- -- -- -- $ 4,000(2)
Executive Vice 1999 $297,600 -- -- -- -- -- $151,423
President, 1998 $297,816 -- -- -- -- -- $ 4,000
Secretary, and
Treasurer
Allan Laufgraben 2000 $326,250 $300,000 -- -- -- -- $ 4,000(2)
Senior Vice- 1999 $250,016 $300,000 -- -- 150,000 -- $ 4,000
President, 1998 $250,016 $300,000 -- -- -- -- $ 4,000
Merchandising
Barry Vesotsky 2000 $204,615 $150,000 -- -- -- -- --
Vice President, 1999 $160,004 $150,000 -- -- 50,000 -- $ 4,000
Merchandising 1998 $150,004 $150,000 -- -- 50,000 -- $ 3,556
Stanley A. Uhr 2000 $118,460 -- -- -- -- -- $ 783(2)
Vice President, 1999 $108,500 -- -- -- 30,000 -- --
Real Estate and 1998 $104,800 -- -- -- 30,000 -- --
Corporate Counsel
</TABLE>
- ------------
(1) The named executive officers received various personal benefits, the total
value of which did not exceed for any fiscal year as to any such person
the lesser of $50,000 or 10% of his annual salary and bonus.
(2) Consists of Company contributions to the ESP Plan for the account of the
named executive subject to vesting by lapse of time.
7
<PAGE>
Grant of Stock Options
The following table sets forth information regarding grants of stock
options made during the Company's fiscal year ended January 31, 2000 to each of
the named executive officers pursuant to the Company's 1995 Incentive Stock
Option Plan:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value
------------------------------ At Assumed Annual
Number of Percentage of Rates of Stock Price
Shares Options Appreciation For
underlying Granted to Exercise Option Term(1)
Options Employees in Price Expiration --------------
Name Granted Fiscal Year Per Share Date 5% 10%
---- ------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Marvin Rounick N/A(2) -- -- -- -- --
Warren Weiner N/A(2) -- -- -- -- --
Allan Laufgraben 0 -- -- -- -- --
Barry Vesotsky 0 -- -- -- -- --
Stanley A. Uhr 0 -- -- -- -- --
</TABLE>
- ------------
(1) Potential realizable value is based on the assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term. These
numbers are calculated based on the requirements promulgated by the
Commission and do not reflect the Company's estimate of future stock price
performance.
(2) Mr. Rounick and Mr. Weiner do not participate in the Company's 1995
Incentive Stock Option Plan.
Exercise of Stock Options
The following table sets forth information regarding the exercise of stock
options by each of the named executive officers of the Company during the
fiscal year ended January 31, 2000, as well as the value of any unexercised
options:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Total Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End (1)
Acquired Value ------------------------------- ------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin Rounick N/A(2) -- -- -- -- --
Warren Weiner N/A(2) -- -- -- -- --
Allan Laufgraben 50,000 $728,125 75,000 100,000 $726,563 $843,750
Barry Vesotsky 25,000 $287,500 -- 50,000 -- $421,875
Stanley A. Uhr 15,000 $172,500 -- 30,000 -- $253,125
</TABLE>
- ------------
(1) Options are In-the-Money at the fiscal year end if the fair market value of
the underlying securities on such date exceeds the exercise or base price
of the option.
(2) Mr. Rounick and Mr. Weiner do not participate in the Company's 1995
Incentive Stock Option Plan.
Insurance
In 1983, the Company purchased split dollar increasing whole life
insurance policies providing $5,000,000 coverage for each of 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 two new whole life policies each in the amount of
$20,000,000. In 1998, the owner of each of the policies agreed to a reduction
in the face value of the policy from $20,000,000 to $15,000,000 and the
Company, in consideration for the insurer eliminating any indebtedness on the
policies of insurance and reducing the premium obligation to maintain the
policy in force, agreed to pay a one-time, lump-sum premium on each of the
policies in the
8
<PAGE>
amount of $397,286 and $147,423, respectively. One policy insures the joint
lives of Marvin Rounick and his wife, and the other policy insures 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.
The premiums referred to above were paid by the Company on these policies in
the fiscal year ended January 31, 1999. 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 lesser 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 a certain Rounick family insurance trust or a certain Weiner
family insurance trust, as the case may be, which are the owners and
beneficiaries of the respective policies.
Employment Contracts
Allan Laufgraben has a written agreement with the Company which provides
that Mr. Laufgraben will serve as the Company's Senior Vice
President-Merchandising, will be paid a base salary of $325,000 per year, and
will be entitled to receive a bonus not to exceed $300,000 with respect to
fiscal years 2000, 2001 and 2002 equal to four percent of the increase in
earnings before interest and taxes on a consolidated basis of the Company's
apparel business (excluding Tops 'N Bottoms) for such fiscal year over the
corresponding amount for the preceding fiscal year. Mr. Laufgraben was also
awarded the option to purchase up to 150,000 shares of the Common Stock of the
Company pursuant to the agreement.
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 stock options under the
Company's 1995 Incentive Stock Option Plan and of restricted stock under the
Company's Restricted Stock Incentive Plan.
In fiscal year 2000 the Board of Directors continued its previous practice
of compensating the President/Chief Executive Officer 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 above. 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/Chief Executive Officer 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/Chief Executive Officer nor the Executive Vice President receives
bonuses or participates in either of the Company's two plans referred to above.
The other executive officers of the Company are principally compensated
through fixed salaries, except Messrs. Vesotsky and Laufgraben who received
bonuses in fiscal year 2000 based on the increase in earnings before interest
and taxes on a consolidated basis of the Company's apparel business over the
corresponding amount for the preceding fiscal year. The bonus for Mr.
Laufgraben was paid pursuant to an employment contract in effect in fiscal year
2000.
The foregoing report is submitted by the Board of Directors: Paul Bachow,
Barry Feinberg, Barry Frank, Jack Rounick, Marvin Rounick and Warren Weiner.
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PROPOSAL TO APPROVE THE AMENDED AND RESTATED
DEB SHOPS, INC. 1995 INCENTIVE STOCK OPTION PLAN
Introduction
Effective May 19, 1999, the Board amended and restated the DEB Shops, Inc.
1995 Incentive Stock Option Plan (the "Plan"), subject to the approval of the
Company's shareholders at the Annual Meeting. The Plan, as amended and
restated, expands the persons eligible to receive options under the Plan
("Options") to include all of the members of the Company's Board of Directors
(the "Board"), whether or not such Board members are employees of the Company.
Prior to the amendment, only employees of the Company could be granted options
to purchase shares of the Company's Common Stock ("Shares"). The amendment and
restatement also removes the requirement that members of the Compensation
Committee of the Company, or such other committee of the Board that is
designated by the Board to administer the Plan (the "Committee"), be a
disinterested person within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Purpose of the Amendment
The Board believes that the expansion of the Company's ability to grant
options to all employees and directors of the Company, including non-employee
Board members, will enable the Company to attract, retain, and motivate
individuals of exceptional talent upon whom the Company's sustained growth and
financial success depend. The requirement that members of the Committee be
"disinterested persons" is being eliminated from the Plan in order to bring the
Plan into conformity with changes in Rule 16b-3.
Summary of the Plan
Purpose
The purpose of the Plan is to provide favorable opportunities for certain
select key employees and non-employee directors of the Company to purchase
Shares, thereby encouraging them to acquire proprietary interests in the
Shares. Further, on account of the Plan, such key employees and non-employee
directors should have an increased incentive to contribute to the Company's
future success and prosperity, thus enhancing the value of the Company for the
benefit of its shareholders. The availability and offering of stock options
under the Plan supports and increases the Company's possibility to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company depends.
Administration
The Plan is administered by the Committee. The Committee determines the
recipients of Options and the time at which Options are granted, and sets forth
the terms, conditions and limitations subject to each Option granted under the
Plan. The Committee has full and exclusive power to interpret the Plan, to
adopt rules, regulations and guidelines relating to the Plan, and to make all
of the determinations necessary for the Plan's administration. The Committee
may at any time and from time to time accelerate the time at which all or a
part of an Option may be exercised.
Eligibility
The Committee may grant Options to the Company's directors and employees
who perform services of special importance to the Company. Grants will be
within the discretion of the Committee; therefore, it is impossible to predict
to whom the Options will be granted or the amount of Options granted.
Effective Date and Term of Plan
The Plan became effective October 20, 1995. The Plan will terminate ten
years after the effective date of the Plan, subject to earlier termination by
the Board. No option may be granted under the Plan after the termination of the
Plan, but options previously granted may extend beyond that date.
Shares Subject to the Plan
When the Plan became effective, the maximum aggregate number of Shares
that could be delivered for all purposes under the Plan was 2,000,000, subject
to adjustment as described below. As of January 31, 2000,
10
<PAGE>
Options for the purchase of 355,000 Shares were granted and unexercised, and
1,150,000 Shares were available for future grants of Options. If any Option is
canceled or terminates without having been exercised in full, the number of
Shares as to which such Option was not exercised will be available for future
grants. Shares tendered by a Participant (as hereinafter defined) or withheld
by the Company to pay the exercise price of an Option or to satisfy the tax
withholding obligations of the exercise of an Option will be available again
for grants under the Plan, but only to Participants who are not subject to
Section 16 of the Exchange Act.
Options
A. Nature of Options. An Option is an award entitling the holder
("Participant") to purchase a specified number of Shares at a specified
exercise price. Both "incentive stock options" ("ISO"), as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
non-qualified stock options ("NQSO") may be granted under the Plan. ISOs may be
awarded to any employee of the Company, including employees who serve as
members of the Board. NQSOs may be awarded to any employee of the Company or
member of the Board, including non-employee Board members.
B. Exercise Price. The exercise price of each Option will be determined by
the Committee. The exercise price will not be less than 100% of the fair market
value of a Share at the date that the Option is granted; provided, that the
exercise price of each Option granted to an owner of more than 10% of the
Company's Common Stock (a "10% Owner"), will not be less than 110% of the fair
market value of a Share at the date of the grant.
C. Duration of Options. In no case will an Option be exercisable more than
ten years from the date the Option was granted. In addition, if an Option is
granted to a 10% Owner, the Option will not qualify as an ISO if it can, by its
terms, be exercisable after the expiration of five years from its date of
grant.
D. Exercise of Options and Conditions; Expiration. Options will become
exercisable at such time or times, and on and subject to such conditions, as
the Committee may specify. No Option may be exercised prior to the 365th day
after such Option was granted. Unless the Committee determines otherwise, if a
Participant who is an employee of the Company ceases to be employed by the
Company while he or she is holding one or more Options, each such Option shall
expire at the earlier of (i) the expiration of the term of the Option, (ii)
three months after termination due to any reason other than death, disability
or discharge for cause, (iii) one year after termination due to death or
disability or (iv) immediately if the termination is for cause.
E. Payment for and Delivery of Stock. Full payment for shares acquired
pursuant to the exercise of options will be made at the time of exercise of the
Option, in whole or in part. Payment of the purchase price will be made in cash
or in such other form as the Committee may approve, including, without
limitation, delivery of Shares.
F. Transferability. Options are not assignable or transferable except by
will or by the laws of descent and distribution; provided, that Participants
may transfer NQSOs pursuant to a "domestic relations order" as defined in
either the Code or Title I of the Employee Retirement Income Security Act.
Adjustment to Outstanding Options and to Shares Subject to the Plan
In the event that the Shares are changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation (whether by reason of a merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise) or if the number of the outstanding Shares is increased through a
stock split or payment of a stock dividend, then, an appropriate adjustment
will be made to the number and kind of stock available for Option grants under
the Plan and to the stock subject to outstanding Options. In addition, an
appropriate adjustment will also be made to the exercise price for shares
subject to outstanding Options.
Amendments and Termination
The Committee has the authority to make such amendments to any terms and
conditions applicable to outstanding Options as are consistent with the Plan;
provided that, except for certain anti-dilution adjustments, no such action
will modify such Options in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for or
contemplated in the terms of the Option.
11
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The Board may suspend or terminate the Plan except that no such action may
be taken without shareholder approval which would effectuate any change for
which shareholder approval is required pursuant to Section 16 of the Exchange
Act.
Certain Federal Income Tax Consequences of the Plan
The Plan is not subject to the provisions of Section 401(a) of the Code.
Incentive Stock Options
A Participant generally does not realize taxable income upon the grant or
exercise of an ISO under the plan.
If a Participant does not dispose of Shares received upon exercise of an
ISO for at least two years from the date of grant; and one year from the date
of exercise, then upon sale of the Shares, any amount realized in excess of the
exercise price is taxed as long-term capital gain; and any loss sustained will
be a long-term capital loss.
If the Participant has held Shares for more than 12 months, capital gains
are subject to a maximum federal income tax rate of 20%. Otherwise, capital
gains are subject to the same tax rates as are applicable to other income.
The exercise of an ISO gives rise to an adjustment in computing
alternative minimum taxable income that may result in alternative minimum tax
liability for the Participant. Specifically, in computing alternative minimum
taxable income for the year in which the Participant exercises the ISO, he or
she must include the amount by which the fair market value of a share at the
time of exercise exceeds the option exercise price. Currently, the maximum
alternative minimum tax rate is 28%. If a Participant pays alternative minimum
tax with respect to the exercise of an ISO, he or she may be able to use the
amount of tax paid as a credit against regular tax liability in subsequent
years. The Participant's basis in the shares for purposes of the alternative
minimum tax will also be adjusted when income from a disposition of the shares
is included in alternative minimum taxable income.
If the Participant disposes of Shares acquired by exercise of an ISO
before the end of the one and two-year holding periods described above, he or
she has made a disqualifying disposition. If a Participant makes a
disqualifying disposition, he or she realizes ordinary income in the year of
the disposition generally to the extent that the lesser of the fair market
value of the Shares on the date the Option was exercised or the fair market
value at the time of the disqualifying disposition exceeds the exercise price.
Any amount realized upon a disqualifying disposition in excess of the fair
market value of the Shares on the date of exercise generally will be treated as
either short-term or long-term capital gain, depending upon how long the
Participant holds the Shares. If a Participant uses Shares that he or she
acquires upon exercise of an ISO to pay the exercise price of another Option
prior to the end of the holding period for the Shares, the disposition will be
a disqualifying disposition.
The Company cannot take a deduction for federal income tax purposes at the
time of the grant or exercise of an ISO. At the time of a disqualifying
disposition by a Participant, the Company generally will be entitled to a
deduction for federal income tax purposes equal to the amount taxable to the
Participant as ordinary income in connection with the disqualifying
disposition. The Company is only entitled to the deduction; however, to the
extent the amount the Participant must pay in tax constitutes reasonable
compensation.
Non-qualified Stock Options
The grant of a NQSO under the Plan will not generally be subject to
federal income tax. Upon exercise, however, the Participant generally will
recognize ordinary income in an amount equal to the difference between the
exercise price and the fair market value of the Shares on the date of exercise.
Gain or loss on the subsequent sale of Shares received on exercise of a NQSO
generally will be either short-term or long-term capital gain or loss,
depending upon how long the Participant holds the Shares.
Upon exercise of a NQSO, the Company will be entitled to a compensation
deduction for federal income tax purposes in the year and in the same amount as
the Participant recognizes and includes in his or her ordinary income, and not
subject to other limitations on deductibility. The Company is responsible for
withholding of federal income and wage taxes on this amount. In general, under
Section 162(m) of the Code, the Company
12
<PAGE>
may not take a deduction for remuneration it pays during any taxable year to
its chief executive officer or any of the four next most highly compensated
executive officers in excess of $1,000,000. Section 162(m) is known as the
"million dollar cap." Under the Plan, any income recognized on the exercise of
NQSOs will not be exempt from the million dollar cap.
Shareholder Approval
The amendment to the Plan is being submitted to the shareholders of the
Company in compliance with certain rules of the National Association of
Securities Dealers Automated Quotation System. Affirmative votes constituting a
majority of the votes cast by all shareholders entitled to vote at the Annual
Meeting will be required to approve the adoption of the Plan, as amended and
restated. Shareholders may vote "FOR," "AGAINST" or to "ABSTAIN" with respect
to adoption of the Plan by marking the proper box on the enclosed form of
Proxy. For voting purposes, only shares voted either "FOR" or "AGAINST"
adoption of the Plan, and neither abstentions nor broker non-votes, will be
counted as votes in determining whether or not the Plan is adopted. As a
consequence, abstentions and broker non-votes will have no effect on the vote
to adopt the Plan. Upon the execution and return of the enclosed form of Proxy,
the shares represented thereby will be voted in accordance with the terms of
the Proxy, unless the Proxy is revoked. If no directions are indicated in such
Proxy, the shares represented thereby will be voted "FOR" the adoption of the
Plan. In the event the Plan is not adopted, as amended and restated, the Plan
will remain in full force and effect as it was in effect prior to being amended
and restated, and any Options granted that are inconsistent with the Plan as it
was previously in effect would be null and void.
MANAGEMENT RECOMMENDS VOTING "FOR" ADOPTION OF THE
AMENDED AND RESTATED 1995 INCENTIVE STOCK OPTION PLAN.
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TRANSACTIONS WITH MANAGEMENT
AND CERTAIN BUSINESS RELATIONSHIPS
The Company leases its warehouse and office facility (the "Facility")
totaling approximately 280,000 square feet pursuant to a twenty year lease
dated and effective June 15, 1982, as amended (the "Lease"), from the Blue
Grass Partnership ("Lessor"). The partners of the Lessor are Marvin Rounick,
Director, President and Chief Executive Officer of the Company, Warren Weiner,
Director, Executive Vice President, Secretary and Treasurer of the Company,
Jack A. Rounick, Director and Assistant Secretary of the Company, 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. On January 3, 1999, the Lease was amended to
extend the term for an additional 5 years. During the fiscal year ended January
31, 2000, 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 to
finance the Facility. The PIDA loan was payable over a 15 year term at an
interest rate of 5% per annum. The Company had guaranteed the repayment of the
PIDA loan. The loan was fully paid in January 2000.
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 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 did not bear interest, and had an unpaid balance on January 31, 1999 of
$23,500, was fully paid in July 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of Forms 3, 4 and 5 furnished to the
Company under Section 16(a) of the Exchange Act or written representations from
persons required to furnish to the Company copies of such Forms 3, 4 and 5 if
filed with the Commission, 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,
2000; except that Allan Laufgraben, Senior Vice President, Merchandising of the
Company filed one late report (relating to a single transaction - the exercise
of stock options).
RELATIONSHIPS WITH INDEPENDENT AUDITORS
The firm of Ernst & Young LLP was the Company's independent auditors for
the fiscal year ended January 31, 2000. Representatives of Ernst & Young 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.
Effective June 1, 1998, the Company dismissed its prior independent
accountants, Arthur Andersen LLP, and retained for fiscal year 1999 new
independent accountants, Ernst & Young LLP. Arthur Andersen LLP's report on the
Company's financial statements for the fiscal year ended January 31, 1998
contained no adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope or accounting principles. Ernst &
Young LLP's report on the Company's financial statements for the fiscal year
ended January 31, 1999 contained no adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change the Company's accountants was approved by
the Company's Board of Directors.
During the Company's fiscal year ended January 31, 1998 and the subsequent
interim period to the date of dismissal, there were no disagreements between
the Company and Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Arthur Andersen
LLP, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
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None of the "reportable events" described in Item 304(a)(1)(v) of
Regulation S-K occurred with respect to the Company within the last two fiscal
years and the subsequent interim period to the date of dismissal.
Effective June 1, 1998, the Company engaged Ernst & Young LLP as its
independent accountants for fiscal year 1999. During the two fiscal years and
the subsequent interim period to the date of engagement, the Company did not
consult Ernst & Young LLP regarding any of the matters or events set forth in
Item 304(a)(2) of Regulation S-K.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal of a shareholder intended to be presented at the Annual
Meeting of Shareholders in 2001 must be received at the Company's principal
executive offices no later than December 28, 2000 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.
A shareholder of the Company may wish to have a proposal presented at the
2001 Annual Meeting, but not to have such proposal included in the Company's
proxy statement and form of proxy relating to that meeting. If notice of any
such proposal is not received by the Company at the address appearing on the
first page of this proxy statement by March 12, 2001, then such proposal shall
be deemed "untimely" for purposes of Rule 14a-4(c) promulgated under the
Exchange Act and, therefore, the Company will have the right to exercise
discretionary voting authority with respect to such proposal.
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.
15
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Annex
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
DEB SHOPS, INC.
May 17, 2000
| Please Detach and Mail in the Envelope Provided |
Please mark your
A | X | votes as in this
example.
<TABLE>
<CAPTION>
<S> <C> <C>
AUTHORITY
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / Nominees: Barry H. Feinberg 2. Approve the Amended and / / / / / /
Directors Barry H. Frank Restated Deb Shops, Inc. 1995
To withhold authority for any Ivan Inerfeld Incentive Stock Option Plan.
individual nominee(s), check Marvin Rounick
the box, and insert the Jack A. Rounick 3. In their discretion, on such other business as may properly
nominee(s) name(s) on the Warren Weiner come before the Annual Meeting or any adjounrnment or
line below: postponement thereof.
FOR ALL EXCEPT 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 and FOR approval of the Amended and Restated Deb Shops,
Inc. 1995 Incentive Stock Option Plan as described in Item 2.
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.
</TABLE>
<PAGE>
8888
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
17, 2000, at 10 A.M., local time, and at any adjournment or postponement
thereof, upon the following matters set forth in the notice of such meeting.
(To Be Signed on Reverse Side.)
