SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Burlington Coat Factory Warehouse Corporation
(Name of Registrant as Specified In Its Charter)
Burlington Coat Factory Warehouse Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, $1.00 par value per share
2) Aggregate number of securities to which transaction applies:
Proxy Statement for Annual Meeting of Stockholders to be held
11/07/96.
On 8/31/96 there were 40,663,563 shares of Common Stock issued and
outstanding.
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 how it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] 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:
N/A
2) Form, Schedule or Registration No:
N/A
3) Filing Party:
N/A
4) Date Filed:
N/A Page 1
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE
CORPORATION
1830 ROUTE 130
BURLINGTON, NEW JERSEY 08016
___________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________
You are cordially invited to attend the Annual Meeting of Stockholders
of Burlington Coat Factory Warehouse Corporation (the "Company") to be held
at 11:00 A.M., New Jersey time, on Thursday, November 7, 1996 at the offices
of the Company, 1830 Route 130, Burlington, New Jersey 08016 for the following
purposes:
1. To elect seven directors.
2. To vote on a proposal to ratify the appointment of Deloitte &
Touche LLP as independent public accountants.
3. To transact such other business as may properly come before such
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on September
27, 1996 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. If you do not expect to be present at
the meeting, but wish your shares to be voted, please sign and return the
enclosed proxy which is solicited by, and on behalf of, the Board of Directors.
Sincerely,
Henrietta Milstein
Secretary
Burlington, New Jersey
October 2, 1996
YOUR VOTE IS IMPORTANT
You are urged to sign, date and mail your proxy promptly in the
enclosed envelope.
Page 2
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
1830 ROUTE 130
BURLINGTON, NEW JERSEY 08016
________________________________
PROXY STATEMENT
Approximate Mailing
Date: October 2, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Burlington Coat Factory Warehouse
Corporation (the "Company") to be voted at the Annual Meeting of Stockholders of
the Company to be held on Thursday, November 7, 1996, at the offices of the
Company, 1830 Route 130, Burlington, New Jersey 08016 at 11:00 o'clock in
the morning, New Jersey time, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The Board of Directors has fixed the close of business on September
27, 1996, as the record date for the determination of stockholders entitled
to receive notice of, and to vote at, the forthcoming Annual Meeting of
Stockholders or any adjournment thereof. Any person giving a proxy in the
form accompanying this statement has the power to revoke it at any time prior
to its exercise. A proxy may be revoked by attendance and voting at the
meeting or by written notice to the Secretary of the Company received at the
Company's offices at 1830 Route 130, Burlington, New Jersey 08016 prior to
the date of the Annual Meeting. When proxies are returned properly executed,
the shares represented thereby will be voted as directed in the executed proxy.
The expenses for soliciting proxies for the forthcoming Annual
Meeting of Stockholders are to be paid by the Company. Solicitation of
proxies may be made by means of personal calls upon, or telephonic or
telegraphic communications with, stockholders or their personal representatives
by directors, officers and employees of the Company, who will not be specially
compensated for such services.
The Bylaws of the Company provide that, except as provided by law or
by the Company's Certificate of Incorporation, the holders of a majority of the
capital stock issued and outstanding and entitled to vote at a meeting of
stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Neither Delaware law nor the
Certificate of Incorporation of the Company provides for a different quorum
for the matters to be submitted to a vote of the Stockholders at the forthcoming
Annual Meeting of Stockholders. For the purposes of determining the presence
of a quorum at the forthcoming Annual Meeting of Stockholders, all shares of
stock represented by ballots or proxies presented at the meeting shall be
Page 3
<PAGE>
counted whether or not such ballots or proxies shall include stockholder
directed abstentions or broker non-votes on one or more matters; provided,
however, that a ballot or proxy presented by a broker on which it has indicated
that it does not have discretionary authority to vote on any matter shall not
be counted towards the presence of a quorum.
Directors will be elected by a plurality of the votes of the shares
of stock held by stockholders present in person or represented by proxy at the
meeting and entitled to vote, assuming there is a quorum. Thus assuming there
is a quorum, abstentions and broker non-votes will have no effect on determining
the outcome of the election of directors. With respect to the ratification of
the appointment of auditors, the affirmative vote of a majority of the shares
of stock held by stockholders present in person or represented by proxy at the
meeting and entitled to vote is required, therefore, abstentions and broker
non-votes will be counted as negative votes.
All stockholder meeting proxies, ballots and tabulations that identify
individual stockholders are kept confidential, and no such documents shall be
available for examination, nor shall the identity of any stockholder be
disclosed, except as may be required by law. Votes are counted by employees
of American Stock Transfer Company, the Company's independent transfer agent
and registrar, and certified by the Inspector of Election, who is also an
employee of American Stock Transfer Company.
Page 4
<PAGE>
VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS
As of August 31, 1996, the Company had outstanding and entitled to
vote (exclusive of treasury shares) 40,663,563 shares of Common Stock, par
value $1.00 per share ("Common Stock"). The holders of the Common Stock are
entitled to vote as a single class and to one vote per share, exercisable in
person or by proxy, at all meetings of stockholders.
To the knowledge of the Company, as of August 31, 1996, the following
table sets forth the ownership of the Company's Common Stock by each person
owning more than 5% of such Common Stock, by each director and by all officers
and directors as a group:
Number of Shares
Name and Business Address of Common Stock Percent
of Beneficial Owners Beneficially Owned (1) of Class
- ------------------------- ---------------------- ---------
Monroe G. Milstein (2) (3) (4) (5) 11,580,196 (6) 28.0%
Henrietta Milstein (2) (3) (4) 6,861,012 (6)(7) 16.0%
Andrew R. Milstein (2) (3) (4) 2,263,593 (8) 5.0%
Stephen E. Milstein (2) (3) (4) 2,046,941 (9) 5.0%
Harvey Morgan (4) - -
590 Madison Avenue
New York, New York 10022
Mark A. Nesci (2) (4) 75,467 (10) 0.2%
Irving Drillings (4) 750 -
4740 South Ocean Blvd.
Highland Beach, Florida 33487
Lazer Milstein (3) (12) 2,148,122 5.0%
Advanced Computer Networks, Inc.
258 Old Nyack Turnpike
Spring Valley, New York 10977
All directors and officers as a 22,899,881 (11) 56.0%
group (9 persons)
_______________
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Business address is 1830 Route 130, Burlington, New Jersey 08016.
Page 5
<PAGE>
(3) Monroe G. Milstein and Henrietta Milstein are husband and wife, and Andrew,
Lazer and Stephen Milstein are their sons. Each member of the Milstein
family disclaims beneficial ownership of each other's shares of Common
Stock.
(4) A director of the Company.
(5) Monroe G. Milstein "controls" and is therefore a "parent" of the Company
as those terms are defined in Rule 405 under the Securities Act of 1933,
as amended.
(6) Includes 5,000 shares of Common Stock held by the Burlington Coat Factory
Warehouse Corporation 401(k) Profit Sharing Plan, of which Monroe G.
Milstein and Henrietta Milstein are the trustees. Monroe G. Milstein
and Henrietta Milstein hold voting and dispositive power with respect
to such shares but disclaim pecuniary interest in such securities
except to the extent of their respective pecuniary interests as
participants in the profit sharing plan.
(7) Includes 900,000 shares of Common Stock held by Henrietta Milstein as
trustee under trust agreement dated August 12, 1996 for the benefit of
Monroe G. Milstein and his issue. Henrietta Milstein holds voting and
dispositive power with respect to the shares but discliams pecuniary
interest in such shares.
(8) Includes 66,621 shares of Common Stock held by Andrew R. Milstein as
trustee of the Stephen Milstein 1994 Trust, and 3,720 shares of Common
Stock held by Andrew R. Milstein as trustee of the SGM 1995 Trust, trusts
established for the benefit of the children of Stephen E. Milstein.
Andrew R. Milstein holds voting and dispositive power with respect to the
shares but disclaims any pecuniary interest in such shares. Also
includes 7,000 shares of Common Stock underlying options granted to
Andrew R. Milstein. Excludes 71,301 shares of Common Stock donated by
Andrew R. Milstein to various trusts established for the benefit of the
children of Andrew R. Milstein, as to which shares Andrew R. Milstein
disclaims beneficial ownership.
(9) Includes (a) 3,950 shares of Common Stock held by Stephen E. Milstein as
trustee under trust agreement dated December 31, 1984 for the benefit of
the niece of Stephen E. Milstein and daughter of Andrew R. Milstein and
(b) 2,929 shares of Common Stock held by Stephen E. Milstein as trustee
under a trust agreement dated November 4, 1988 for the benefit of the
nephew of Stephen E. Milstein and son of Andrew R. Milstein. Stephen
E. Milstein holds voting and dispositive power with respect to the
shares but disclaims any pecuniary interest in such shares. Also
includes 7,000 shares of Common Stock underlying options granted to
Stephen E. Milstein. Excludes 70,341 shares of Common Stock donated by
Stephen E. Milstein to a trust established for the benefit of his children,
as to which shares Stephen E. Milstein disclaims beneficial ownership.
(10) Includes 55,892 shares of Common Stock underlying options granted to
such individual.
(11) Excludes 2,148,122 shares of Common Stock owned by Lazer Milstein but
includes an aggregate of 82,392 shares of Common Stock underlying options
granted to certain officers and directors. Also includes 64,422 shares
held by an officer of the Company as trustee of the Andrew Milstein
1994 Trust, a trust established for the benefit of Andrew Milstein's
children.
(12) Listed because of stock ownership.
Page 6
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Seven directors are to be elected to serve until the next Annual
Meeting of Stockholders or until their successors shall have been elected and
qualified. The persons named in the accompanying form of Proxy have advised
management that it is their intention to vote for the election of the following
nominees as directors:
Monroe G. Milstein Henrietta Milstein
Andrew R. Milstein Stephen E. Milstein
Harvey Morgan Irving Drillings
Mark A. Nesci
If at the time of the Annual Meeting of Stockholders any nominee is
unable or declines to serve, the discretionary authority provided in the proxy
will be exercised to vote for a substitute. Management has no reason to
believe that any substitute nominee will be required.
The following is certain information concerning each nominee:
Nominee, year
nominee first became Principal occupation and other
a director and age information concerning nominee
- -------------------- ------------------------------
Monroe G. Milstein (1) President and Chief Executive Officer
1972 since 1972.
69
Henrietta Milstein (1) Vice President since 1983 and Secretary
1972 since 1972.
67
Andrew R. Milstein (1) Vice President and Assistant Secretary
1972 since February, 1989 and Executive
43 Merchandise Manager since 1992.
Harvey Morgan Executive Managing Director of
1983 Genesis Merchant Group Securities,
54 L.L.C., an investment banking firm,
since March, 1996. From June, 1989
to March, 1996, Mr. Morgan was
Managaing Director of Ladenburg,
Thalmann & Co. Inc., an investment
banking firm.
Stephen E. Milstein (1) Vice President since 1978 and General
1989 Merchandise Manager since 1990.
40
Mark A. Nesci Vice President since 1989
1989 and Chief Operating Officer since 1990.
40
Irving Drillings Retired clothing manufacturer and
1992 industrialist. For more than 35 years,
72 from 1955 to 1991, Mr. Drillings was
president of Arlette Fashions, Inc.,
a manufacturer of ladies coats.
_________________
(1) See Note 3 to "Voting Securities and Principal Security Holders" for
information concerning the family relationship of certain directors.
Page 7
<PAGE>
During the fiscal year ended June 29, 1996, the Board of Directors
held four meetings. Each director attended all of the meetings of the Board
of Directors held during the fiscal year ended June 29, 1996. During the
year ended June 29, 1996, the Board of Directors also conducted a portion of
its business, as appropriate, by action by unanimous written consent in lieu
of a formal meeting. The Board of Directors has established an Executive
Committee, an Audit Committee, a Stock Incentive Committee and an
Administration Committe of the Corporation's 401(k) Profit-Sharing Plan (the
"Administration Committee"), but has not established any nominating or
compensation committee or any other committee performing similar functions.
The Executive Committee consists of Monroe G. Milstein and Andrew R.
Milstein. The Executive Committee acts, within certain limits, in the
absence of the full Board on matters other than major corporate transactions,
when convening the full Board is impractical. During the fiscal year ended
June 29, 1996, the Executive Committee took five actions by unanimous written
consent in lieu of formal meetings. The Stock Incentive Committee consists
of Monroe G. Milstein, Henrietta Milstein and Harvey Morgan and administers
the Company's 1993 Stock Incentive Plan. During the fiscal year ended
June 29, 1996, the Stock Incentive Committee took two actions by unanimous
written consent in lieu of formal meetings. The Audit Committee oversees
the general policies and practices of the Company concerning accounting,
financial reporting, and internal auditing and financial controls and works
with the Company's independent auditors. During the year ended June 29,
1996, the members of the Audit Committee were Harvey Morgan and Irving
Drillings. The Audit Committee held two meetings during the year ended
June 29, 1996. The Administration Committee oversees and administers the
Corporation's 401(k) Profit-Sharing Plan. During the fiscal year ended
June 29, 1996, the members of the Administration Committee were Monroe G.
Milstein, Henrietta Milstein and Mark A. Nesci. During the year ended
June 29, 1996, the Administration Committee took one action by unanimous
written consent in lieu of a formal meeting.
Executive Officers and Key Personnel
The executive officers and key personnel of the Company as of
September 27, 1996 are set forth in the table below. All executive officers
and key personnel serve at the pleasure of the Board of Directors.
Name Age Office Period Served
- ---- --- ------ -------------
Monroe G. Milstein 69 President, Chief Executive Since 1972
Officer and Director
Henrietta Milstein 67 Vice President (since Since 1972
1983), Secretary and
Director
Andrew R. Milstein 43 Vice President, Executive Since 1989
Merchandise Manager
(since 1992), Assistant
Secretary and Director
Stephen E. Milstein 40 Vice President, General Since 1978
Merchandise Manager
(since 1990) and Director
Mark A. Nesci 40 Vice President, Chief Since 1981
Operating Officer (since
1990) and Director
Paul C. Tang 43 Vice President, General Since 1995(1)
Counsel and Assistant
Secretary
Robert L. LaPenta, Jr. 42 Corporate Controller and Since 1986
Chief Accounting Officer
_______________
Monroe G. Milstein and Henrietta Milstein are husband and wife, and
Andrew R. Milstein and Stephen E. Milstein are their sons. No other
family relationship exists among any of the named directors or
executive officers.
(1) Paul Tang has been General Counsel and Assistant Secretary of the Company
since November 1, 1993 and Vice President since March 1995. Prior to
joining the Company, Mr. Tang has been an attorney engaged in private
practice for over the past five years. From July 1989 to October 1993,
Mr. Tang was a partner in the law firm of Reid & Priest in New York City.
Page 9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation
of the Chief Executive Officer and the four other most highly compensated
executive officers who served in such capacities as of June 29, 1996.
<TABLE>
<CAPTION>
Annual compensation Long-term compensation
------------------- Awards
-----------------------
Long
Term
Other Incentive All other
Fiscal annual Restricted Plan compensa-
Name and principal ended Salary Bonus tion award(s) payouts tion
position June 29 ($) ($) ($)(1) ($) Options(#) ($) ($)(1)(2)
- ------------------ ------ ------ ----- ------ ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Monroe G. Milstein 1996 322,400 - - - - - 6,356
President and Chief 1995 365,400 - - - - - 2,100
Executive Officer 1994 374,400 - - - - - 9,240 -
Mark A. Nesci 1996 274,000 - - 108,800(2) 10,000 - 6,536
Vice President 1995 232,080 - - - 10,000 - 2,100
and Chief Operating 1994 219,520 - - - 4,100 - 9,240
Officer
Andrew R. Milstein 1996 146,078 - - - - - 6,356
Vice President and 1995 146,078 - - - - - 2,100
Executive 1994 139,857 - - - - - 6,993
Merchandise Manager
Stephen E. Milstein 1996 153,400 - - - - - 6,536
Vice President and 1995 153,400 - - - - -
General Merchandise 1994 146,800 - - - - -
Manager
Paul C. Tang 1996 156,828 - - - 1,500 - 6,536
Vice President, 1995 151,905 - - - 1,500 - 2,100
General Counsel 1994 (3) - - - - - -
and Assistant
Secretary
</TABLE>
(1) Constitutes Company contribution to the Company's Profit Sharing Plan.
(2) Represents the aggregate fair market value of 10,000 shares of restricted
stock granted to Mr. Nesci in July, 1995, vesting at various times
through July, 1999. At June 29, 1996, 2,000 shares were vested, leaving
a balance of 8,000 shares of restricted stock with an aggregate fair
market value of $84,000. Although the Company has historically not paid
any cash dividends, if a dividend is declared, shares of restricted stock
held by Mr. Nesci would be entitled to a pro rata share of such dividend.
(3) Disclosure of executive compensation for years prior to fiscal 1995 is not
required, because Mr. Tang became a Vice President during fiscal 1995.
Page 10
<PAGE>
Option Grants During the Fiscal Year Ended June 29, 1996.
<TABLE>
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential
Realizable Value at
Assumed Annual
Rate of Stock Price
Appreciation for
Individual Grants Option Term
- -----------------------------------------------------------------------------------------------------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Number of % of
Securities Total
Underlying Options/
Options/ SARs Exercise
SARs Granted to or Base
Granted Employees in Price Expiration
Name (#) Fiscal Year ($/sh) Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Nesci 10,000 24.8% $11.38 5/9/2006 $71,500 $181,210
Paul C. Tang 1,500 3.7% $11.38 5/9/2006 $10,725 $ 27,174
</TABLE>
<TABLE>
Option Exercises and Fiscal Year-End Values
The following table sets forth the number and value of unexercised stock
options held by the named executives on June 29, 1996. No option was exercised
by such executive officers during the fiscal year ended June 29, 1996.
<CAPTION>
Number of Unexercised Value of Unexercised in-the-
Options at FY-END (#) Money
Options at FY-END ($)(2)
---------------------- -----------------------------
Shares Value
acquired on realized
Name exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Nesci 0 N/A 54,117 10,000 $175,819 None None
Paul C. Tang 0 N/A 3,500 1,500 None None
</TABLE>
(1) Value realized is calculated based on the difference between the option
exercise price and the closing market price of the Company's Common Stock on
the date of exercise multiplied by the number of shares to which the exercise
relates.
(2) The closing price of the Company's Common Stock as reported on the New
York Stock Exchange Composite tape on June 28, 1996 was $10.50 and is used in
calculating the value of unexercised options.
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Report on Executive Compensation
The Company's current executive compensation program consists of primarily
two elements: (1) base salary, reviewed annually and adjusted in light of the
Company's performance for the year and the individual executive's contribution
to that performance, and (2) incentive compensation consisting of stock awards,
principally stock options. Additionally, Company executives participate in
the Company's Profit Sharing Plan (a defined contribution retirement plan).
Executive compensation is determined by Monroe G. Milstein, the
Company's founder and Chairman, based on his evaluation of the executive's
performance for the Company, subject to review by the Board of Directors.
An executive's performance at the Company is evaluated based upon the
executive's areas of responsibility at the Company. While objective factors
such as increase in sales and profitability in areas under an executive's
management are considered, subjective factors such as the executive's ability
to manage people and to contribute to the cohesiveness of the management
structure as well as the creativity and innovativeness with which an executive
performs his duties for the Company are weighed. The executive's compensation
then, in turn, is linked to his or her performance and tied to the long-term
financial success of the Company, as measured by stock performance, by the use
of stock options. The Company believes that the value of such stock options
will, in the long-term, reflect the financial performance of the Company.
In determining an executive's compensation, the executive's ownership of
a substantial amount of stock of the Company and familial relationship to the
Company's founder are considered in addition to such executive's performance
at the Company. For this reason, such executives are relatively less well
compensated in terms of salary than such individuals otherwise might be.
In keeping with this philosophy, the salary of Monroe G. Milstein, the
Company's Chairman and Chief Executive Officer, has not been increased in the
past three years, and, in fact, is approximately $97,000 less than his salary
was in 1983, the year of the Company's initial public offering. Net income of
the Company was approximately $12 million at the end of fiscal 1983 and was
approximately $29 million at the end of fiscal 1996. Stockholders' equity
was approximately $79,504,000 at the end of fiscal 1983 and was approximately
$413,745,000 at the end of fiscal 1996. For fiscal 1996, the Company's
Common Stock traded in a range of $9 3/8 to $13 7/8, and traded at $10 1/2
at the end of the fiscal year.
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This report is submitted by the Board of Directors:
Monroe G. Milstein, Chairman Mark A. Nesci
Henrietta Milstein Irving Drillings
Andrew R. Milstein Harvey Morgan
Stephen E. Milstein
Insider Participation
Monroe G. Milstein, Chairman of the Board, President and Chief Executive
Officer, is responsible for determining compensation for all
executive officers of the Company. In addition, Monroe G. Milstein and
Henrietta Milstein, Secretary of the Company, are members of the Stock
Incentive Committee. However, they are not eligible to receive options under
the Company's stock option plan.
Stock Performance Graph
<TABLE>
The following graph sets forth the yearly percentage change in the
cumulative total return on the Company's Common Stock during the preceding
five fiscal years ended June 29, 1996 compared with the cumulative total
returns at the S&P 500 Index and the published retail industry index. The
comparison assumes $100 was invested on June 29, 1991 in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment
of dividends.
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Burlington Coat Factory
Warehouse Corporation 100.0 130.36 250.32 276.96 166.58 168.58
S & P 500 100.0 113.42 128.90 130.72 164.80 207.65
S & P Retail Stores Composite 100.0 112.49 126.71 122.10 132.59 155.13
</TABLE>
Page 13
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG BURLINGTON COAT FACTORY WAREHOUSE
CORPORATION, THE S&P 500 INDEX AND
THE S&P RETAIL STORES COMPOSITE INDEX(1)
[FILED UNDER COVER OF FORM SE.]
*$100 INVESTED ON 6/30/91 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING June 30
(1) Includes the following groups and companies:
RETAIL (DEPT. STORES) - Dillard Dept. Stores; May Dept. Stores;
Mercantile Stores; Nordstrom; Penney (J.C.)
RETAIL (DRUG STORES) - Longs Drug; Rite Aid; Walgreen Co.
RETAIL (FOOD CHAINS) - Albertson's; American Stores; Bruno's Inc.;
Giant Food C1. A; Great A&P; Kroger; Winn-Dixie.
RETAIL (GEN. MERCHANDISE)-Dayton-Hudson; Kmart; Sears, Roebuck;
Wal-Mart Stores.
RETAIL (SPECIALTY)-Blockbuster Entertainment; Circuit City Stores;
Home Depot, Lowe's Cos.; Melville Corp.; Pep Boys; Price Co.;
Tandy Corp.; Toys R Us; Woolworth.
RETAIL (SPECIALTY-APPAREL)-Charming Shoppes; Gap (The); Limited Inc.;
TJX Companies.
Page 14
<PAGE>
Compensation of Directors
For the fiscal year ended June 29, 1996, each director who was not an
employee of the Company received a fee of $15,000 for his services as a
director. No additional compensation is paid for membership on any committee
established by the Board of Directors. The Company also reimburses directors
for travel and out-of-pocket expenses incurred in connection with the directors'
services to the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
SECTION 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's officers and directors and
persons who own more than ten percent of a class of the Company's equity
securities registered under the Exchange Act (collectively, the "Reporting
Persons") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish the Company with these
reports.
Based upon the Company's review of the copies of reports received by
it and upon written representations received from the Reporting Persons, the
Company believes that with the exception noted below, all filings required to
be made by the Reporting Persons during the period from July 2, 1995 to
June 29, 1996 were made on a timely basis. During the fiscal year ended June
29, 1996, Stephen E. Milstein, who is a Director and Vice President of the
Company, filed one report of change in ownership one day late.
PROPOSAL NUMBER TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders are being asked to vote for a proposal to ratify the
appointment of Deloitte & Touche LLP as the independent public accountants of
the Company for the fiscal year ending June 28, 1997. Neither the firm of
Deloitte & Touche LLP nor any of its associates has any relationship with the
Company except as independent certified public accountants of the Company. If
the stockholders, by affirmative vote of the holders of a majority of the votes
cast, do not ratify this appointment, the Board of Directors will reconsider
its action and select other independent public accountants without further
stockholder action.
Page 15
<PAGE>
A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting to respond to appropriate questions and will be given the
opportunity to make a statement if such representative desires to do so.
The Board of Directors recommends that the stockholders vote FOR
ratification of the appointment of Deloitte & Touche LLP as the independent
public accountants of the Company.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be presented at the 1996 Annual Meeting
of Stockholders must be received by the Company at its principal executive
offices, 1830 Route 130, Burlington, New Jersey 08016, no later than May 31,
1997 in order to be included in the proxy statement and form of proxy relating
to that meeting.
OTHER MATTERS
Management is not aware of any matters to be presented for action at
the meeting other than those set forth in this Proxy Statement. However,
should any other business properly come before the meeting, or any adjournment
thereof, the enclosed Proxy confers upon the persons entitled to vote the
shares represented by such Proxy, discretionary authority to vote the same in
respect of any such other business in accordance with their best judgment in
the interest of the Company.
By Order of the Board of Directors,
Henrietta Milstein,
Secretary
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<PAGE>
[FORM OF PROXY]
BURLINGTON COAT FACTORY WAREHOUSE
CORPORATION
1830 ROUTE 130
BURLINGTON, NEW JERSEY 08016
PROXY -- Annual Meeting of Stockholders -- November 07, 1996 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints
Monroe G. Milstein and Henrietta Milstein as Proxies, each with the power to
appoint his or her substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of Common Stock of Burlington Coat
Factory Warehouse Corporation held of record by the undersigned on September
27, 1996, at the Annual Meeting of Stockholders to be held on November 07,
1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR [] WITHHOLD []
all nominees AUTHORITY
listed below to vote
(except as for all
marked to the nominees
contrary below) listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
MONROE G. MILSTEIN, HENRIETTA MILSTEIN, ANDREW R. MILSTEIN, HARVEY
MORGAN, STEPHEN E. MILSTEIN, MARK A. NESCI, IRVING DRILLINGS
2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 28, 1997.
FOR [] AGAINST [] ABSTAIN []
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<PAGE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES
LISTED FOR ELECTION AS DIRECTORS AND FOR PROPOSAL 2.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
----------------------------
Date
_____________________________
Signature
____________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
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