<PAGE>
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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REGIS CORPORATION
- --------------------------------------------------------------------------------
(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>
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 1998
------------------------
TO THE SHAREHOLDERS OF REGIS CORPORATION:
The Annual Meeting of the Shareholders of Regis Corporation ("the Company")
will be held at the Minneapolis Institute of Arts, 2400 Third Avenue South,
Minneapolis, Minnesota, on October 13, 1998, commencing at 4:00 p.m., for the
following purposes:
1. To elect eight directors to serve for a one-year term and until their
successors are elected and qualified; and
2. To transact such other business, if any, as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
Only holders of record of the Company's Common Stock at the close of
business on September 4, 1998, are entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof.
A list of shareholders entitled to vote at the Annual Meeting will be
available for examination, for any purpose germane to the Annual Meeting, at the
Company's executive offices located at 7201 Metro Boulevard, Edina, Minnesota,
during ordinary business hours for at least ten days prior to the Annual Meeting
and for the duration of the Annual Meeting itself.
Whether or not you plan to attend the Annual Meeting in person, please fill
in, sign and date the enclosed proxy and mail it promptly. Should you
nevertheless attend the Annual Meeting, you may revoke your proxy and vote in
person. A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
Remember, if your shares are held in the name of a broker, only your broker
can vote your shares and only after receiving your instructions. Please contact
the person responsible for your account and instruct him/her to execute a proxy
card on your behalf.
By Order of the Board of Directors
Bert M. Gross
SECRETARY
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SIGN THE
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
September 17, 1998
<PAGE>
[LOGO]
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 13, 1998
This Proxy Statement is furnished to shareholders of REGIS CORPORATION, a
Minnesota corporation (the "Company"), in connection with solicitation on behalf
of the Company's Board of Directors of proxies for use at the annual meeting of
shareholders to be held on October 13, 1998, and at any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
The address of the principal executive office of the Company is 7201 Metro
Boulevard, Minneapolis, Minnesota 55439. This Proxy Statement and form of Proxy
are being mailed to shareholders of the Company on September 17, 1998.
SOLICITATION AND REVOCATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and regular employees of the Company personally or by
telegraph, telephone or letter without extra compensation.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any shareholder giving a proxy in such form may revoke it at any time
before it is exercised. Such proxies, if received in time for voting and not
revoked, will be voted at the annual meeting in accordance with the
specification indicated thereon.
VOTING RIGHTS
Only shareholders of record of the Company's 23,838,780 shares of Common
Stock outstanding as of the close of business on September 4, 1998, will be
entitled to execute proxies or to vote. Each share of Common Stock is entitled
to one vote. A majority of the outstanding shares must be represented at the
meeting, in person or by proxy, to transact business.
2
<PAGE>
ELECTION OF DIRECTORS
Eight directors are to be elected at this annual meeting, each to hold
office for one year until the 1999 annual meeting of shareholders. The Board of
Directors has nominated the eight persons named below for election as directors.
All of the nominees are presently directors of the Company.
The enclosed proxy, unless authority to vote is withheld, will be voted for
the election of the nominees named herein as directors of the Company. In the
event any one or more of such nominees shall unexpectedly become unavailable for
reelection, votes will be cast, pursuant to authority granted by the enclosed
proxy, for such person or persons as may be designated by the Board of
Directors. The following table contains certain information with respect to the
nominees:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------- ----------- ---------------------------------------------------------
<S> <C> <C>
Rolf F. Bjelland 60 Director
Paul D. Finkelstein 56 President, Chief Executive Officer and Director
Christopher A. Fox 48 Executive Vice President and Director
Thomas L. Gregory 62 Director
Van Zandt Hawn 53 Director
Susan Hoyt 54 Director
David B. Kunin 39 Vice President, The Regis Foundation and Director
Myron Kunin 69 Chairman of the Board of Directors
</TABLE>
Mr. Bjelland was elected a Director of the Company in 1983. Since 1983, Mr.
Bjelland has been the Executive Vice President--Chief Investment Officer of
Lutheran Brotherhood, a fraternal insurance society.
Mr. Finkelstein has served as President and Chief Executive Officer of the
Company since July 1, 1996, and was Chief Operating Officer of the Company from
December, 1987 until June 30, 1996. He has been a director of the Company since
1987.
Mr. Fox was elected Executive Vice President of the Company in August, 1994,
and was Senior Vice President, Real Estate, of the Company from 1988 until
August, 1994. He has been a Director of the Company since 1989.
Mr. Gregory was elected a Director of the Company on November 13, 1996. Mr.
Gregory had been a director of Supercuts, Inc. from 1991 until Supercuts was
acquired by a subsidiary of the Company on October 25, 1996. He was Chairman of
the Board of Supercuts from January 4, 1996 until October 25, 1996, and served
as interim Chief Executive Officer of Supercuts from January 4, 1996 until
January 31, 1996. From 1980 through 1994, Mr. Gregory held various executive
positions with Sizzler International, Inc. and its predecessors, including
President, Chief Executive Officer, Director and Vice Chairman. He is currently
a director of the Cheesecake Factory, Inc. and J J North Restaurants.
Mr. Hawn was elected a Director of the Company in 1991. He is a managing
director and a founder of Goldner Hawn Johnson & Morrison Incorporated, a
private investment firm.
Ms. Hoyt was elected a Director of the Company in 1995. She is Executive
Vice President of Human Resources of Staples, Inc. From 1991 to 1996, she was
Executive Vice President of Store Operations for the Dayton Hudson Department
Stores Division of Dayton Hudson Corporation.
3
<PAGE>
Mr. David Kunin was elected a Director of the Company in 1997. He is the
Chief Executive Officer of Beautopia, LLC, a manufacturer of hair care products.
He was employed at various positions at Regis Corporation since July, 1990 and
was Vice President, Marketing, of the Company from November, 1992, until
February, 1997, when he became Chief Executive Officer of Beautopia LLC, and
Vice President of The Regis Foundation. He is the son of Myron Kunin.
Mr. Myron Kunin is a founder of the Company and has served as a Director
since the Company's formation in 1954. He was President and Chief Executive
Officer from 1965 to June 30, 1996, and has been Chairman of the Board of
Directors since 1983. He is Chairman of the Board and holder of the majority
voting shares of Curtis Squire, Inc., the Company's largest shareholder. He is
also a director of Nortech Systems Incorporated, and The Cerplex Group, Inc.
FUNCTIONING OF BOARD AND COMMITTEES
During the fiscal year ended June 30, 1998, the Board of Directors held five
meetings.
The Company has a standing audit committee, presently composed of Messrs.
Bjelland, Hawn, Gregory and Finkelstein and Ms. Hoyt. The committee held two
meetings during the fiscal year ended June 30, 1998. The committee's primary
responsibilities are to recommend to the Board of Directors the engagement of
the Company's independent auditors, review with the independent auditors the
plan and results of the audit engagement, and review the adequacy of the
Company's internal accounting controls.
The Company has a standing compensation committee composed of Messrs.
Bjelland, Hawn and Ms. Hoyt. The committee's primary responsibilities are to
recommend levels of executive compensation to the Board of Directors and to
consider and recommend the establishment of various compensation plans for the
Company. The compensation committee held three meetings during the last fiscal
year.
The Company does not have a standing nominating committee of the Board of
Directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of Mr. Hawn,
Mr. Bjelland and Ms. Hoyt, independent outside Directors. The Compensation
Committee has responsibility for administering the Company's incentive plans and
setting policies that govern annual compensation and long-term incentives for
the principal executive officers of the Company.
The Company's executive compensation program consists of three key
components: (1) base salary, (2) short-term incentive compensation in the form
of bonuses, and (3) long-term incentives through stock options.
Base Salary: Shortly before the beginning of each fiscal year, the
Compensation Committee reviews annual salary recommendations for the Company's
executives made by the Chief Executive Officer and approves, with any
modifications it deems appropriate, such recommendations. The annual salary
recommendations are made by the Chief Executive Officer, and approved or
modified by the Compensation Committee, based upon industry practice and
national surveys of compensation packages, as well as evaluations of the
individual executive's responsibilities and past and expected future
performance.
Short-Term Incentives: This component is designed to align executive
compensation with annual performance of the Company. Based upon the Company's
superior performance during fiscal 1998, the Committee approved significant
bonuses to the Company's executive officers (excluding the Company's
4
<PAGE>
chairman). For fiscal years commencing with the current year, the Committee has
adopted a structured bonus program. Each year the Board of Directors will
establish an initial earnings per share target. Bonuses will not be paid until
the initial earnings per share target is achieved. After the designated target
is achieved, a percentage of incremental earnings per share will be allocated to
the executive bonus pool. Bonuses will be limited to 40% of base salary for
senior executive officers and 30% to 35% for other corporate officers.
Long-Term Incentive Stock Options: Stock options provide incentive for the
creation of shareholder value and align the executive officers' interests
directly with those of other shareholders in both the risks and rewards of
ownership of the Company's common stock, and are a significant aid in attracting
and retaining key executive officers.
Executive officers are eligible for annual grants of stock options.
Individual awards are based on the individual's responsibilities and
performance, ability to impact financial performance and future potential. These
factors are not assigned pre-determined relative weights. All individual stock
option grants for non-executive officers are reviewed and approved by the
Committee. All such grants for executive officers are awarded solely by the
Committee, based on recommendations of management. As all options are granted at
100% of the market value of the Company's stock on the date of grant, executive
officers receive gains from exercised stock options only to the extent that the
market value of the stock has increased since the date of option grant.
The Compensation Committee fixes the salary of the Chief Executive Officer
based on a review of competitive compensation data, and the Committee's
assessment of his past performance and its expectation as to his future
performance in leading the Company. The base salary for Mr. Finkelstein for
fiscal 1998 was $500,000, the same as in fiscal 1997. He was also granted a
bonus of $100,000 and received options to purchase 30,000 shares of the
Company's stock. In arriving at the cash bonus and option awards for Mr.
Finkelstein, the Committee considered the performance of the Company and
concluded that this bonus and stock option grant were appropriate based upon the
Company's performance in fiscal 1998. Effective for fiscal year 1999, the
Company has entered into an employment agreement with Mr. Finkelstein. (See
"Employment Arrangements" below.)
Rolf F. Bjelland
Van Zandt Hawn
Susan Hoyt
MEMBERS OF THE COMPENSATION COMMITTEE
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
ANNUAL COMPENSATION --------------------------------------------
------------------------ ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($)(1) OPTIONS(#) COMPENSATION($)(2)
- ------------------------------ ------------- --------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
Myron Kunin 1998 613,200 -- -- 132,044(3)
Chairman of the Board 1997 600,000 -- -- 142,107(3)
1996 600,000 -- -- 142,111(3)
Paul D. Finkelstein 1998 500,000 100,000 30,000 132,846(3)
President and Chief 1997 500,000 -- -- 28,977
Executive Officer 1996 450,000 -- -- 28,977
Christopher A. Fox 1998 250,000 100,000 6,000 16,750
Executive Vice President 1997 245,000 -- 4,000 16,098
1996 250,000 -- 6,000 16,101
William E. Halfacre 1998 250,000 100,000 6,000 16,750
Senior Vice President, 1997 225,000 -- 4,000 14,488
Retail and Purchasing 1996 225,000 -- 6,000 14,488
Gordon B. Nelson 1998 200,000 80,000 6,000 13,400
Senior Vice President, 1997 165,000 -- 4,000 10,459
Education and Fashion 1996 165,000 -- 6,000 10,625
Bert M. Gross(4) 1998 200,000 80,000 6,000 13,400
Senior Vice President,
General Counsel and
Secretary
</TABLE>
- ------------------------
(1) 100% of the bonuses reflected in the Summary Compensation Table (50% in the
case of Mr. Halfacre) were not actually received as receipt of such amounts
was deferred pursuant to the Company's Compensation Deferral Plan.
Participants may elect to defer a portion of their compensation to be paid
out at a future date specified by the participants. Amounts deferred are
subject to the same bankruptcy rules as are the Company's general debt
obligations.
(2) Represents the dollar value of shares of the Company and cash allocated to
such officers pursuant to the Company's Executive Stock Award Plan, based on
the average purchase price for such shares.
(3) Includes life insurance premiums on the lives of Mr. Kunin in amounts of
$90,960 for 1998, $103,471 for each of 1997 and 1996, and Mr. Finkelstein in
the amount of $99,346 for 1998.
(4) Mr. Gross commenced his employment with the Company as of April 1, 1997.
6
<PAGE>
STOCK OPTION GRANTS
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth for each of the named executives the stock
options granted by the Company in fiscal 1998 and the potential value of these
stock options and stock appreciation rights determined pursuant to Securities
and Exchange Commission requirements.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------ ANNUAL RATES OF STOCK
% OF TOTAL PRICE APPRECIATION
OPTIONS OPTIONS GRANTED EXERCISE OR FOR OPTION TERM
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($)(1) 10%($)(1)
- ------------------------------------------- ----------- --------------- ------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Myron Kunin 0 -- -- -- -- --
Paul D. Finkelstein........................ 30,000 9.2% 26.00 5/28/08 490,542 1,243,086
Christopher A. Fox......................... 6,000 1.8% 26.00 5/28/08 98,108 248,617
William E. Halfacre........................ 6,000 1.8% 26.00 5/28/08 98,108 248,617
Gordon B. Nelson........................... 6,000 1.8% 26.00 5/28/08 98,108 248,617
Bert M. Gross.............................. 6,000 1.8% 26.00 5/28/08 98,108 248,617
</TABLE>
- ------------------------
(1) The hypothetical potential appreciation shown in these columns reflects the
required calculations at annual rates of 5% and 10% set by the Securities
and Exchange Commission, and therefore is not intended to represent either
historical appreciation or anticipated future appreciation of the Company's
Common Stock price.
STOCK OPTION EXERCISES AND OPTION VALUES
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth for each of the named executive officers the
value realized from stock options exercised during fiscal 1998 and the number
and value of exercisable and unexercisable stock options held at June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END(#) YEAR-END($)(1)
--------------------- ---------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- --------------- ---------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Myron Kunin.................... 0 0 60,000/90,000 1,253,400/1,880,100
Paul D. Finkelstein............ 0 0 60,000/120,000 1,323,600/2,092,200
Christopher A. Fox............. 4,500 91,267 20,300/42,200 393,242/721,208
William E. Halfacre............ 0 0 26,600/20,900 532,643/250,124
Gordon B. Nelson............... 0 0 20,300/19,100 392,459/209,612
Bert M. Gross.................. 0 0 5,300/13,700 72,836/104,579
</TABLE>
- ------------------------
(1) Value of unexercised in-the-money-options is determined by multiplying the
difference between the exercise price per share and $29.56, the closing
price per share on June 30, 1998, by the number of shares subject to such
options.
7
<PAGE>
DIRECTOR COMPENSATION
Messrs. Bjelland, Gregory, Hawn, David Kunin and Ms. Hoyt, who are not
employees of the Company, received fees of $15,000 during the last fiscal year.
The Company has granted to each such director options to purchase 4,500 shares
of common stock at an exercise price of $26.00 per share.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of the Company, and persons who own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Commission. Such officers, directors and
shareholders are required by the Commission's regulations to furnish the Company
with copies of all such reports.
To the knowledge of the Company, based solely on a review of copies of
reports filed with the Commission during the fiscal year ended June 30, 1998,
all applicable Section 16(a) filing requirements were complied with.
8
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Company's stock for the last five years with the cumulative total return of the
Standard and Poor's 500 Stock Index and the cumulative total return of a peer
group index (the "Peer Group") constructed by the Company. The comparison
assumes the initial investment of $100 in the Company's common stock, the S&P
500 Index, and the Peer Group on June 30, 1993 and that dividends, if any, were
reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
REGIS S & P 500 PEER GROUP
<S> <C> <C> <C>
1993 $100.00 $100.00 $100.00
1994 $135.06 $101.41 $106.81
1995 $199.98 $127.84 $108.34
1996 $488.86 $161.08 $140.18
1997 $370.97 $216.98 $155.72
1998 $465.83 $282.42 $329.90
</TABLE>
The Peer Group includes the following companies in the retail specialty
business based upon total weighted market capitalization: Ann Taylor Stores
Corporation; The Barbers, Hairstyling for Men & Women, Inc.; Deb Shops, Inc.;
Gantos, Inc.; The Gap, Inc.; The Limited, Inc.; Musicland Stores Corporation and
Perfumania, Inc. The members of the Peer Group were selected by the Company
because they operate in a similar retail environment and are primarily located
in shopping malls with operations which extend over a wide geographic area. The
Barbers, Hairstyling for Men & Women, Inc. is included because its business of
franchising hair care salons is comparable to the business of the Company's
Supercuts subsidiary.
9
<PAGE>
EMPLOYMENT ARRANGEMENTS
The Company has modified its existing unfunded deferred compensation
agreements with its senior executive officers (excluding the Chairman),
effective July 1, 1998. Each of these agreements provides that upon such
executive's retirement after 20 years' service with the Company or after
reaching age 65, or upon such executive's death while disabled or employed by
the Company, such executive officer or his or her designated beneficiary will
receive 240 monthly payments equal to the greater of (i) 40% of such executive's
average monthly base salary for the 60 months immediately preceding the
executive's retirement, disability or death, or (ii) $5,000. The agreements also
provide for payment of a graduated percentage of such compensation if an
executive terminates his or her employment with the Company prior to completing
20 years' service or reaching age 65, with payments to commence when such
executive attains age 55. Further, if such executive becomes disabled while
employed by the Company, the Company will pay such executive the specified
monthly benefit during the period of such disability or until attaining age 65.
Payments are conditioned upon the officers not rendering services for any
competitor of the Company during the period of the payments. The Company carries
insurance on the lives of each of the persons covered by deferred compensation
agreements, is entitled to the cash values and the death proceeds from these
policies, and may, but is not required to, use cash values or death proceeds
from these policies to pay deferred compensation.
The deferred compensation agreements provide that the executive officers
shall be entitled to immediate payment of their monthly benefits, without any
reduction based on years of service or early retirement, if their employment
terminates following a "Change in Control" which is defined for purposes of the
agreements as occurring when a party other than Curtis Squire, Inc. becomes the
beneficial owner of 20% or more of the Company's stock, or in the event of a
consolidation or merger of the Company in which the Company is not the
continuing corporation, or in which the shareholders of the Company do not
continue to hold at least a majority of the common stock of the continuing or
surviving corporation, or any sale or other transfer of substantially all of the
assets of the Company, or in the event of certain changes to the composition of
the Company's Board of Directors.
The Company has entered into an employment agreement, effective beginning
with the current fiscal year, with Mr. Finkelstein, its chief executive officer,
providing (a) for a base salary of $500,000 per year, increasing annually by the
greater of 4% or the percentage increase in the Consumer Price Index, (b) that
he will participate in the Company's bonus and stock option programs with other
senior executives, and (c) that the Company and Mr. Finkelstein will participate
in a split-dollar insurance program whereby a trust established by Mr.
Finkelstein has acquired a $5 million combined whole-life/term policy insuring
the joint lives of Mr. Finkelstein and his wife. Under this insurance program,
the Company will pay a portion of the annual premiums approximately equal to the
annual increases in the cash value of the policy and Mr. Finkelstein will
transfer funds to the trust for the balance of the premiums. Upon the death of
Mr. Finkelstein and his wife or upon surrender of the policy, the Company will
receive the amount of the premiums paid by the Company and the trust will
receive the remaining proceeds.
Mr. Finkelstein's agreement also provides for deferred compensation
benefits. Upon his retirement after reaching age 65 he will receive lifetime
monthly payments equal to 60% of his average base salary for the 60 months
immediately preceding his retirement, such payments to be adjusted annually in
proportion to any increases in the Consumer Price Index. Upon his death, his
wife, if she survives him, will receive during her life one-half of the benefits
to which Mr. Finkelstein was entitled during his life. If Mr. Finkelstein
voluntarily terminates his employment before reaching age 65, his deferred
compensation
10
<PAGE>
benefits will be determined on the same basis as those afforded the other
executive officers. The Company has funded its future obligations under this
agreement through insurance policies on Mr. Finkelstein's life.
CERTAIN TRANSACTIONS
During the last fiscal year, the Company paid Thomas Gregory, a director of
the Company, $100,000 for consulting services. Pursuant to an agreement between
Mr. Gregory and the Company's wholly-owned subsidiary, Supercuts, Inc., Mr.
Gregory will receive $8,333.33 per month through October, 2000 for his services.
The Company also paid David Kunin, a director of the Company, $75,000 for his
services as Vice President of The Regis Foundation.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 31, 1998, the ownership of
Common Stock of the Company by each shareholder who is known by the Company to
own beneficially more than 5% of the outstanding shares of the Company, by each
director, by each executive officer identified in the Summary Compensation
Table, and by all executive officers and directors as a group. The parties
listed in the table have the voting and investment powers with respect to the
shares indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OR IDENTITY OF GROUP OWNED(2) CLASS
- ------------------------------------------------------------------------------------ ----------------- -------------
<S> <C> <C>
Curtis Squire, Inc. ................................................................ 4,654,711 19.3%
7201 Metro Boulevard
Minneapolis, MN 55439
Myron Kunin(1)
Dresdner RCM Global Investors ...................................................... 1,606,800 6.7%
4 Embarcadero Center
Suite 3000
San Francisco, CA 94111
Entrust Capital Inc. ............................................................... 1,525,341 6.4%
650 Madison Avenue
New York, NY 10022
Paul D. Finkelstein................................................................. 354,500 1.5%
Christopher A. Fox.................................................................. 96,836 *
William E. Halfacre................................................................. 33,132 *
Rolf F. Bjelland.................................................................... 19,875 *
Van Zandt Hawn...................................................................... 20,565 *
Susan Hoyt.......................................................................... 6,375 *
Thomas L. Gregory................................................................... 6,550 *
David B. Kunin...................................................................... 20,000 *
Gordon B. Nelson.................................................................... 20,300 *
Bert M. Gross....................................................................... 10,300 *
All executive officers and directors as a group (fifteen persons)(3)................
</TABLE>
- ------------------------
* less than 1%
(1) Myron Kunin owns a majority of the voting stock of Curtis Squire, Inc., and
thereby has sole voting and investment power with respect to all shares of
the Company owned by Curtis Squire, Inc.
(2) Includes the following shares not currently outstanding but deemed
beneficially owned because of the right to acquire them pursuant to options
exercisable within 60 days: 60,000 shares by each of Messrs. Myron Kunin and
Finkelstein, 20,300 shares by Mr. Fox, 26,600 shares by Mr. Halfacre, 18,750
shares by Mr. Bjelland, 12,000 shares by Mr. Hawn, 6,375 shares by Ms. Hoyt,
4,950 shares by Mr. Gregory, 20,000 shares by Mr. David Kunin, 20,300 shares
by Mr. Nelson, 5,300 shares by Mr. Gross; and 324,275 shares by all
directors and executive officers as a group.
(3) Includes shares held by Curtis Squire, Inc.
12
<PAGE>
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as the Company's independent accountants for the year ended June 30, 1998 and
for the current year ending June 30, 1999. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, will
have an opportunity to make a statement if he or she desires to do so, and is
expected to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Shareholders who intend to present proposals at the 1999 Annual Meeting, and
who wish to have such proposals included in the Company's Proxy Statement for
the 1999 Annual Meeting, must be certain that such proposals are received by the
Secretary of the Company, 7201 Metro Boulevard, Minneapolis, Minnesota 55439,
not later than July 17, 1999. Such proposals must meet the requirements set
forth in the rules and regulations of the SEC in order to be eligible for
inclusion in the Proxy Statement for the Company's 1999 Annual Meeting.
The proxies solicited on behalf of the Board of Directors confer
discretionary authority upon the holders of such proxies to vote on any matter
presented at the annual meeting if notice of such matter has not been received
by the Company by August 2, 1998. Any such notice should be directed to the
Secretary of the Company at the Company's executive offices noted above.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended June 30, 1998 is being
mailed to the shareholders with this proxy statement.
The Company will furnish without charge to any shareholder submitting a
request a copy of the Company's Form 10-K Annual Report for the year ended June
30, 1998 to the Securities and Exchange Commission, including the financial
statements and schedules thereto. Such request should be directed to Bert M.
Gross, Secretary of the Company, at its address stated herein.
GENERAL
The Board of Directors knows of no other matter to be acted upon at the
meeting. However, if any other matter is properly brought before the meeting,
the shares covered by your proxy will be voted thereon in accordance with the
best judgment of the persons acting under such proxy.
In order that your shares may be represented if you do not plan to attend
the meeting, please sign, date and return your proxy promptly. In the event you
are able to attend, at your request we will cancel the proxy.
By Order of The Board of Directors
BERT M. GROSS
SECRETARY
September 17, 1998
13
<PAGE>
[REGIS CORPORATION]
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 13, 1998
The undersigned hereby appoints Myron Kunin and Bert M. Gross and either of
them, proxies for the undersigned, with full power of substitution, to represent
the undersigned and to vote all of the shares of the Common Stock of Regis
Corporation (the Company) which the undersigned is entitled to vote at the
annual meeting of shareholders of the Company to be held on October 13, 1998,
and at any and all adjournments thereof.
1. Election of directors.
NOMINEES: Rolf F. Bjelland, Paul D. Finkelstein, Christopher A. Fox, Thomas
L. Gregory, Van Zandt Hawn,
Susan Hoyt, David B. Kunin, Myron Kunin
/ / FOR all nominees above, / / WITHHOLD AUTHORITY to vote
except vote for all
withheld from individual nominees listed above, (if
nominees any).
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.
2. In their discretion, on such other matters as may properly come before the
meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be
voted as directed herein. If no direction is given, this proxy will be voted FOR
all the nominees listed in paragraph 1.
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
DATED _____________________ , 1998
__________________________________
(SIGNATURE OF SHAREHOLDERS)
__________________________________
(SIGNATURE OF SHAREHOLDERS)
WHERE STOCK IS REGISTERED JOINTLY
IN THE NAMES OF TWO OR MORE
PERSONS ALL SHOULD SIGN.
SIGNATURE(S) SHOULD CORRESPOND
EXACTLY WITH THE NAME(S) AS SHOWN
ABOVE. PLEASE SIGN AND DATE AND
RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED
STATES.
