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 Sec. 240.14a-11(c) or Sec. 240.14a-12
Burlington Coat Factory Warehouse 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)(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 11/06/97.
On 8/31/97 there were 41,257,921 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 state 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 of 18<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 6, 1997 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 adjournment thereof.
The Board of Directors has fixed the close of business on
September 26, 1997 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 fill in, date,
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
September 26, 1997
YOUR VOTE IS IMPORTANT
You are urged to sign, date and mail your proxy promptly in the
enclosed envelope.
Page 2 of 18<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
1830 ROUTE 130
BURLINGTON, NEW JERSEY 08016
________________________________
PROXY STATEMENT
---------------
Approximate Mailing
Date: October 1, 1997
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 6, 1997, 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 26, 1997, 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 communica-
tions 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 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
Page 3 of 18<PAGE>
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 cast 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 the 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.
- 2 -
Page 4 of 18<PAGE>
VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS
As of August 29, 1997, the Company had outstanding and entitled to
vote (exclusive of treasury shares) 41,257,921 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 29, 1997, 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) 11,175,823 (6) 27.1%
Henrietta Milstein (2) (3) (4) 6,419,669 (6)(7) 15.6%
Lazer Milstein (3) 2,028,622 5.0%
258 Old Nyack Turnpike
Spring Valley, New York 10977
Andrew R. Milstein (2) (3) (4) 2,361,017 (8) 5.7%
Stephen E. Milstein (2) (3) (4) 2,144,517 (9) 5.2%
Harvey Morgan (4) 1,000 -
590 Madison Avenue
New York, New York 10022
Mark A. Nesci (2) (4) 66,400 (10)(11) 0.2%
Irving Drillings (4) 750 -
4740 South Ocean Blvd.
Highland Beach, Florida 33487
All directors and officers as 22,241,098 (12) 53.8%
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. Does not include shares to be
received by holders of record as of October 1, 1997, pursuant to a
six-for-five stock split declared on September 8, 1997 and payable on
October 16, 1997.
(2) Business address is 1830 Route 130, Burlington, New Jersey 08016.
- 3 -
Page 5 of 18<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 19,000 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 beneficial ownership of such securities except to the
extent of their respective pecuniary interests as participants in the
profit sharing plan.
(7) Includes 731,515 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 disclaims pecuniary
interest in such shares.
(8) Includes 66,621 shares of Common Stock held by Andrew Milstein as trustee
of the Stephen Milstein 1994 Trust, and 6,920 shares of Common Stock held
by Andrew Milstein as Trustee of the SGM 1995 Trust, trusts established
for the benefit of the children of Stephen Milstein. Mr. Andrew 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 Milstein. Excludes
72,077 shares of Common Stock donated by Mr. Andrew Milstein to various
trusts established for the benefit of the children of Andrew Milstein, as
to which shares Andrew Milstein disclaims beneficial ownership.
(9) Includes (a) 3,950 shares of Common Stock held by Stephen Milstein as
trustee under trust agreement dated December 31, 1984 for the benefit of
the niece of Mr. Stephen Milstein and daughter of Mr. Andrew R. Milstein
and (b) 3,705 shares of Common Stock held by Stephen Milstein as trustee
under trust agreement dated November 4, 1988 for the benefit of the
nephew of Mr. Stephen Milstein and son of Mr. Andrew R. Milstein.
Mr. Stephen 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
Milstein. Excludes 73,541 shares of Common Stock donated by Mr. Stephen
Milstein to a trust established for the benefit of his children, as to
which shares Mr. Stephen Milstein disclaims beneficial ownership.
(10) Includes 42,325 shares of Common Stock underlying options granted to such
individual.
(11) Includes 3,000 shares of Common Stock held by the minor children of
Mr. Mark Nesci. Excludes 1,500 Shares of Common Stock held by the wife of
Mr. Mark Nesci, as to which shares Mr. Mark Nesci disclaims beneficial
ownership.
(12) Excludes 2,028,622 shares of Common Stock owned by Lazer Milstein but
includes an aggregate of 68,825 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.
- 4 -
Page 6 of 18 <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.
70
Henrietta Milstein (1) Vice President since 1983 and Secretary
1972 since 1972.
68
Andrew R. Milstein (1) Vice President and Assistant Secretary
1972 since 1989 and Executive Merchandise
44 Manager since 1992.
Harvey Morgan Executive Managing Director of Genesis
1983 Merchant Group, an investment banking
55 firm since March, 1996. From June, 1989
to March, 1996, Mr. Morgan was Managing
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.
41
- 5 -
Page 7 of 18<PAGE>
Mark A. Nesci Vice President - Real Estate since 1989 and
1989 Chief Operating Officer since 1990.
41
Irving Drillings Retired clothing manufacturer and
1992 industrialist. For more than 35 years,
73 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.
During the fiscal year ended June 28,1997, 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 28, 1997. During the year
ended June 28, 1997, 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, Stock Incentive Committee, Special
Litigation Committee and an Administration Committee 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 28, 1997, the Executive
Committee took two actions by unanimous written consent in lieu of formal
meetings and held four special 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 28, 1997, the Stock Incentive Committee took three actions
by unanimous written consent in lieu of formal meetings. The Special
Litigation Committee consists of Harvey Morgan and Irving Drillings. The
Special Litigation Committee held one meeting during the year ending
June 28, 1997. 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 28, 1997, the members of
the Audit Committee were Harvey Morgan and Irving Drillings. The Audit
Committee held two meetings during the year ended June 28, 1997. The
Administration Committee oversees and administers the Corporation's 401(k)
Profit Sharing Plan. During the fiscal year ended June 28, 1997, the
members of the Administration Committee were Monroe G. Milstein, Henrietta
Milstein and Mark A. Nesci.
- 6 -
Page 8 of 18<PAGE>
Executive Officers and Key Personnel
- ------------------------------------
The executive officers and key personnel of the Company as of September 26,
1997 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 70 President, Chief Executive Since 1972
Officer and Director
Henrietta Milstein 68 Vice President (since Since 1972
1983), Secretary and
Director
Andrew R. Milstein 44 Vice President, Since 1989
Executive Merchandise
Manager (since 1992),
Assistant Secretary and
Director
Stephen E. Milstein 41 Vice President, General Since 1978
Merchandise Manager
(since 1990) and Director
Mark A. Nesci 41 Vice President - Real Since 1981
Estate, Chief Operating
Officer (since 1990) and
Director
Paul C. Tang 44 Vice President, Since 1995 (1)
General Counsel and
Assistant Secretary
Robert L. LaPenta, Jr. 43 Corporate Controller and Since 1986
Chief Accounting Officer
Steven Koster 49 President - Menswear Since 1997 (2)
Division
Edward Meisel 62 Vice President - Ladies Since 1997 (3)
Coat Division
_______________
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.
(2) Steven Koster has been employed by the Company since 1981 and has served
in various positions since then.
(3) Edward Meisel has been employed by the Company since 1992 and has worked
in the fashion industry for over forty years. Prior to joining the
Company, Mr. Meisel was a partner in Certified Fashion Guild, a merchan-
dise consulting firm, where he was employed for more than five years.
- 7 -
Page 9 of 18<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 28, 1997.
<TABLE>
<CAPTION>
- -----------------------|-----------|------------------------------|--------------------------------------|-------------
| | Annual compensation | Long-term compensation | |
| |------------------------------|-------------------------|------------|------------|
| | | | | Awards | | |
| | | | |-------------------------|------------| |
| | | | | | | Long- | |
| | | | Other | | | Term | |
| Fiscal | | | annual | | | Incentive | All other |
| year | | | compen- | Restricted | | Plan | compensa- |
| ended | Salary | Bonus | sation | stock | | payouts | tion |
Name and principal | June | ($) | ($) | ($) | award(s)($)| Option(#) | ($) | ($)(1) |
position | 28 | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Monroe G. Milsein 1997 322,400 - - - - - 4,500
President and Chief 1996 322,400 - - - - - 6,536
Executive Officer 1995 365,400 - - - - - 2,100
Mark A. Nesci, 1997 242,600 - - - - - 4,500
Vice President-Real 1996 234,000 40,000 - 108,800(2) 10,000 - 6,536
Estate and Chief 1995 232,080 - - 10,000 - 2,100
Operating Officer
Stephen E. Milstein, 1997 162,000 - - - 7,000 - 4,500
Vice President and 1996 153,400 - - - - - 6,536
General Merchandise 1995 153,400 - - - - - 2,100
Manager
Andrew R. Milstein 1997 154,678 - - - 7,000 - 4,382
Vice President and 1996 146,078 - - - - - 6,536
Executive Merchandise 1995 146,078 - - - - - 2,100
Manager
Paul C. Tang, 1997 166,346 5,000 - - - - 4,500
Vice President, 1996 156,828 - - - 1,500 - 6,536
General Counsel and 1995 151,905 - - - 1,500 - 2,100
Assistant Secretary
</TABLE>
[FN]
<F1>
(1) Constitutes Company contribution to the Company's Profit Sharing Plan.
<F2>
(2) Represents an 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 28, 1997, 4,000 shares were vested, leaving a
balance of 6,000 shares of restricted stock with an aggregate fair
market value of $84,000. Shares of restricted stock held by Mr. Nesci are
entitled to a pro rata share of dividends declared by the Company.
</FN>
- 8 -
Page 10 of 18<PAGE>
Option Grants During the Fiscal Year Ended June 28, 1997.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
- ---------------------------------------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rate
of Stock Price Appreciation
Individual Grants for Option Term
- ---------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of
Securities Total
Underlying Options/
Options/ SARs Exercise
SARs Granted to or Base
Granted Employees in Price Expiration
Name (#) Fiscal Year ($/sh) Date 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Andrew R. Milstein 7,000 50 % $10.63 7/17/2006 $46,795 $118,580
Stephen E. Milstein 7,000 50 % $10.63 7/17/2006 $46,795 $118,580
</TABLE>
Option Exercises and Fiscal Year-End Values
The following table sets forth the number and value of unexercised stock
options held by the named executives on June 28, 1997.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
| | | | Value of Unexercised
| | | Number of Unexercised | in-the-Money
| | | Options at FY-End(#) | Options at FY-End($)(2)
| | |--------------------------------|---------------------------------
| Shares | Value | | | |
| acquired on | realized | Exercisable | Unexercisable | Exercisable | Unexercisable
Name | exercise(#) | ($)(1) | (3) | (3) | |
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Nesci 21,792 201,706 42,325 None $441,986 $ -0-
Andrew R. Milstein -0- N/A None 7,000 -0- 61,250
Stephen E. Milstein -0- N/A None 7,000 -0- 61,250
Paul C. Tang -0- N/A 5,000 None 23,813 -0-
</TABLE>
[FN]
<F1>
(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.
<F2>
(2) The closing price of the Company's Common Stock as reported on the New York
Stock Exchange Composite tape on June 27, 1997 was $19.375 and is used in
calculating the value of unexercised options.
<F3>
(3) Does not include shares to be received pursuant to a six-for-five stock
split declared on September 8, 1997, for holders of record as of October
1, 1997 and payable on October 16, 1997.
</FN>
- 9 -
Page 11 of 18<PAGE>
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 401(k) Profit Sharing Plan (a defined contribution retirement plan).
Executive compensation is determined primarily by Monroe G. Milstein, the
Company's founder and Chairman. In making decisions on compensation,
Monroe Milstein consults with certain of the Company's principal executive
officers, namely, Henrietta Milstein, Andrew R. Milstein, Stephen E. Milstein,
and Mark A. Nesci, who, together with Monroe G. Milstein, act as an informal
compensation committee. However, the decision on executive compensation is made
by Monroe Milstein, 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
awards. The Company believes that the value of such stock awards 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
approximately $56.5 million at the end of fiscal 1997. Stockholders equity
at the end of fiscal 1983 was approximately $79,504,000 and at the end of
fiscal 1997 was $460,153,000. For fiscal 1997, the Company's Common
Stock traded in a range from $10.00 to $20.00 and traded at $19.375 at
the end of the fiscal year.
- 10 -
Page 12 of 18<PAGE>
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 principally responsible for determining compensation for all
executive officers of the Company. In making compensation decisions, Monroe
Milstein consults from time to time with Henrietta Milstein, Andrew R. Milstein,
Stephen E. Milstein, and Mark A. Nesci, who are officers of the Company.
In addition, Monroe G. Milstein and Henrietta Milstein, Vice President and
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
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 28, 1997 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 30, 1992 in the Company's Common Stock and in
each of the foregoing indices and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Burlington Coat Factory 100.0 192.03 212.46 127.78 129.32 240.17
Warehouse Corporation
S & P 500 100.0 112.52 108.35 117.29 137.13 166.44
S & P Retail Stores Comp 100.0 113.65 115.25 145.30 183.08 246.61
</TABLE>
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Page 13 of 18<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 6/30/92 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.
- 12 -
Page 14 of 18 <PAGE>
Compensation of Directors
For the fiscal year ended June 28, 1997, 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 all filings required to be made by the Reporting Persons
during the period from June 30, 1996 to June 28, 1997 were made on a timely
basis.
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 27, 1998. 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.
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 as the independent public
accountants of the Company.
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Page 15 of 18<PAGE>
STOCKHOLDER PROPOSALS
---------------------
Proposals of stockholders to be presented at the 1998 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, 1998 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
- 14 -
Page 16 of 18<PAGE>
[FORM OF PROXY]
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
1830 ROUTE 130
BURLINGTON, NEW JERSEY 08016
PROXY -- Annual Meeting of Stockholders -- November 6, 1997 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 26,
1997, at the Annual Meeting of Stockholders to be held on November 6, 1997 or
any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR [] WITHHOLD []
all nominees AUTHORITY
listed below to vote for all
(except as nominees
marked to the listed below
contrary 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 27, 1998.
FOR [] AGAINST [] ABSTAIN []
Page 17 of 18<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.
Page 18 of 18<PAGE>
