<PAGE>
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 Rule 14a-11(c) or Rule 14a-12
DAIRY MART CONVENIENCE STORES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee:
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $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 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:
(4) Proposed maximum aggregate value of transaction:
[_] 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>
DAIRY MART CONVENIENCE STORES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 8, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of DAIRY MART
CONVENIENCE STORES, INC. will be held on July 8, 1994 at 10:30 a.m. at Dairy
Mart's headquarters located at One Vision Drive, Enfield, Connecticut, for the
following purposes:
(1) To elect a Board of Directors, as described in the Proxy Statement
dated June 17, 1994 accompanying this Notice of Annual Meeting.
(2) To ratify the appointment of Arthur Andersen & Co. as independent
accountants for the fiscal year ending January 28, 1995.
(3) To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only shareholders of record as shown by the transfer books of the Company at
the close of business on the 16th day of June, 1994 are entitled to notice of,
and to vote at, this Annual Meeting.
By Order of the Board of Directors
DAIRY MART CONVENIENCE STORES, INC.
Mitchell J. Kupperman, Secretary
June 17, 1994
All Shareholders are invited to attend this Annual Meeting in person.
Those shareholders who are unable to attend in person are respectfully
urged to execute and return the enclosed Proxy at their earliest
convenience. Shareholders who execute a Proxy may nevertheless attend the
meeting and vote their shares in person.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF DAIRY MART CONVENIENCE STORES, INC.
JULY 8, 1994
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of DAIRY MART
CONVENIENCE STORES, INC., One Vision Drive, Enfield, Connecticut, 06082 (the
"Company") for use at the Annual Meeting of Shareholders to be held on July 8,
1994 and at any and all adjournments or postponements thereof. The cost of
preparing, assembling and mailing this Proxy Statement and the material
enclosed herewith is being borne by the Company. Directors, officers and some
regular employees of the Company may solicit proxies personally or by
telephone, without additional compensation. This Proxy Statement and the
accompanying proxy are being mailed on or about June 17, 1994.
Shares of Common Stock represented by properly executed proxies will be
voted as directed on the proxy. Properly executed proxies containing no voting
directions to the contrary will be voted for (i) the election of the nominees
as directors named below, and (ii) the ratification of the appointment of
Arthur Andersen & Co. as independent accountants for the fiscal year ending
January 28, 1995. A proxy may be revoked at any time before it is voted at the
Annual Meeting by notifying the Secretary of the Company in writing at the
address set forth above, by submitting a properly executed proxy bearing a
later date, or by revoking the proxy at the Annual Meeting. Attendance at the
Annual Meeting will not by itself constitute the revocation of a proxy.
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on June 16, 1994 as
the record date for the determination of shareholders entitled to notice of
this Annual Meeting, and only shareholders of record on that date will be
entitled to vote at the meeting. As of May 31, 1994, 2,751,363 shares of Class
A Common Stock (par value $.01 per share) were issued and outstanding and
2,786,058 shares of Class B Common Stock (par value $.01 per share) were
issued and outstanding. Holders of both classes of Common Stock vote or
consent as a single class on all matters, with each share of Class B Common
Stock having one vote per share and each share of Class A Common Stock having
one-tenth of a vote per share. With respect to the election of directors,
holders of Class A Common Stock are entitled to elect 25% of the Board of
Directors (rounded up to the nearest whole number) to be elected by the
holders of Common Stock, so long as the number of outstanding shares of Class
A Common Stock is at least 10% of the total number of outstanding shares of
both classes of Common Stock. The holders of the Class B Common Stock are able
to elect the remaining directors to be elected by the holders of Common Stock,
so long as the number of outstanding shares of Class B Common Stock is at
least 12.5% of the total number of outstanding shares of both classes of
Common Stock.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock by each shareholder known by the
Company to be the beneficial owner of 5% or more of either class of Common
Stock as of May 31, 1994. This information is furnished in accordance with the
Securities and Exchange Commission ("SEC") regulations relating to any persons
known by the Company to be the beneficial owners of 5% or more of Common Stock.
In preparing the following table, the Company has relied on information filed
by such persons with the SEC, and in some cases, other information provided to
the Company by such persons.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- ------------------------------- -------------------------- -------------
<S> <C> <C> <C>
Class B DM Associates Limited 1,858,743 held in the 66.7 (1)
Common Stock Partnership and DM Management capacity set forth in
Associates One Vision Drive footnote 1
Enfield, Connecticut
Frank Colaccino 1,918,125 held in the 68.6 (2)
One Vision Drive capacity set forth in
Enfield, Connecticut footnote 2
- -------------------------------------------------------------------------------------------
Class A Heine Securities Corporation 225,250 held in the 8.2 (3)
Common Stock and Michael F. Price capacity set forth in
51 J.F.K. Parkway footnote 3
Short Hills, New Jersey
Wanger Asset Management L.P. 294,000 held in the 10.7 (4)
and Wanger Asset Management, capacity set forth in
LTD. footnote 4
227 West Monroe Street
Suite 3000
Chicago, Illinois
Acorn Investment Trust, Series 197,000 held in the See Footnote (4)
Designated Acorn Fund capacity set forth in
227 West Monroe Street footnote 4
Suite 3000
Chicago, Illinois
James Wilen and Wilen 251,073 held in the 9.1 (5)
Management Corporation capacity set forth in
2360 West Joppa Road footnote 5
Suite 226
Lutherville, Maryland
Eagle Asset Management, Inc. 414,300 held in the 15.1 (6)
880 Carillon Parkway capacity set forth in
St. Petersburg, Florida footnote 6
Heartland Advisors, Inc. 277,400 held in the 10.1 (7)
790 North Milwaukee Street capacity set forth in
Milwaukee, Wisconsin footnote 7
</TABLE>
2
<PAGE>
- ----------
Notes to Table
(1) DM Associates Limited Partnership ("DM Associates"), DM Management
Associates ("DM Management") and Frank Colaccino filed as a group a Schedule
13D with the SEC to report that on March 12, 1992, they acquired the beneficial
ownership of 1,858,743 shares of Class B Common Stock (see "Certain
Transactions" below). DM Associates is the direct beneficial owner of such
1,858,743 shares. DM Management is a general partnership which itself is the
general partner of DM Associates. As such general partner, DM Management has
the power to cause the voting and disposition of the 1,858,743 shares, and is
therefore an indirect beneficial owner of such shares. The 1,858,743 shares
represent approximately 33.6% of the total number of issued and outstanding
shares of both classes of the Company's Common Stock, and approximately 60.7%
of the total voting power of both classes of the Company's Common Stock.
(2) Mr. Colaccino is the managing general partner of DM Management (described
in footnote 1 above), and has the power to act on behalf of DM Management with
respect to its voting and other rights in relation to DM Associates, including
the voting of the 1,858,743 shares of Class B Common Stock beneficially owned
by DM Associates, subject to the right of the other partners of DM Management
to consent as to certain matters. Mr. Colaccino therefore shares voting and
dispositive power with respect to the 1,858,743 shares, and is an indirect
beneficial owner of such shares. In addition to such 1,858,743 shares, Mr.
Colaccino beneficially owns individually and directly 59,382 shares of Class B
Common Stock, 10,000 of which are beneficially owned by virtue of currently
exercisable options to purchase shares of Class B Common Stock. The 1,858,743
shares and the 59,382 shares aggregate 1,918,125 shares of Class B Common Stock
and represent approximately 34.6% of the total number of issued and outstanding
shares of both classes of the Company's Common Stock, and approximately 62.5%
of the total voting power of both classes of the Company's Common Stock.
(3) A Schedule 13G was filed with the SEC by Heine Securities Corporation
("Heine") and Michael F. Price, in his capacity as President of Heine, to
report Heine's beneficial ownership, as an investment advisor to various
clients, of 225,250 shares of Class A Common Stock. Such number represents
approximately 4.1% of the total number of issued and outstanding shares of both
classes of the Company's Common Stock, and less than 1% of the total voting
power of both classes of the Company's Common Stock.
(4) Wanger Asset Management, L.P. ("WAM") and Wanger Asset Management, Ltd.
("WAM Ltd.") (collectively, "Wanger"), have reported in their Schedule 13G
filed with the SEC that they are the beneficial owners of 294,000 shares of
Class A Common Stock. WAM is a beneficial owner of such shares as it is an
investment advisor to various persons, and WAM Ltd. is a beneficial owner of
such shares as it is the sole general partner of WAM. Of the 294,000 shares of
Class A Common Stock, Wanger has the sole power to dispose of or to direct the
disposition of 97,000 of such shares, and shares such dispositive power with
respect to the other 197,000 shares. WAM's power to dispose of 197,000 shares
is shared with the Acorn Investment Trust, Series Designated Acorn Fund
("Acorn"), a registered investment company, which separately reported its
beneficial ownership of such 197,000 shares. As WAM serves as an investment
advisor to Acorn and WAM has the power to manage Acorn's investment of such
shares, Wanger reported that it was also the beneficial owner of such 197,000
shares owned by Acorn. The 294,000 shares of Class A Common Stock represents
approximately 5.3% of the total number of issued and outstanding shares of both
classes of the Company's Common Stock, and approximately 1% of the total voting
power of both classes of the Company's Common Stock. The 197,000 shares of
Class A Common Stock beneficially owned by Acorn represents approximately 7.2%
of the total number of issued and outstanding shares of Class A Common Stock.
3
<PAGE>
- ------------------
Notes to Table continued
(5) A Schedule 13G was filed with the SEC by Wilen Management Corporation
("Wilen") and James Wilen in his capacity as President and sole owner of Wilen,
to report Wilen's beneficial ownership as an investment advisor to various
clients, of 251,073 shares of Class A Common Stock. Such number represents
approximately 4.5% of the total number of issued and outstanding shares of both
classes of the Company's Common Stock, and less than 1% of the total voting
power of both classes of the Company's Common Stock.
(6) A Schedule 13G was filed with the SEC by Eagle Asset Management, Inc.,
("Eagle"), a registered investment advisor, to report Eagle's beneficial
ownership of 414,300 shares of Class A Common Stock. Such number represents
approximately 7.5% of the total number of issued and outstanding shares of both
classes of the Company's Common Stock, and approximately 1.4% of the total
voting power of both classes of the Company's Common Stock.
(7) Heartland Advisors, Inc. reported on a Schedule 13G filed with the SEC
its beneficial ownership, as an investment advisor, of 277,400 shares of Class
A Common Stock representing approximately 5.0% of the total number of issued
and outstanding shares of both classes of the Company's Common Stock and less
than 1% of the total voting power of both classes of the Company's Common
Stock.
ITEM 1--ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
A Board of seven (7) directors is to be elected at this Annual Meeting, to
hold office until the next Annual Meeting and the election and qualification of
their successors. Two (2) of the directors are to be elected by the holders of
Class A shares (the Class A Directors) and five (5) of the directors are to be
elected by the holders of Class B shares (the Class B Directors). Management
has nominated the persons set forth in the table below (all of whom are
presently serving on the Board, except for John W. Everets, Jr., who is
nominated for the first time for election as a director), and it is intended
that proxies of the respective classes of shares will be voted in favor of all
of these persons.
4
<PAGE>
The following table sets forth certain information furnished by the nominees
concerning ownership of the Company's Common Stock as of May 31, 1994, and
other matters:
<TABLE>
<CAPTION>
SHARES (AND PERCENT) OF COMMON STOCK
NAME AND AGE BENEFICIALLY OWNED AS OF MAY 31, 1994
------------ ---------------------------------------------------
PERCENT
NOMINEES FOR DIRECTOR CLASS B CLASS A OF TOTAL
CLASS B DIRECTOR SINCE COMMON STOCK COMMON STOCK VOTING POWER
---------------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Frank Colaccino (44).... 1988 1,918,125 (68.6%) 103,225 (3.6%) (62.6%) (1)
John W. Everets, Jr.
(48)................... (2) 0 0 0 (2)
Mitchell J. Kupperman
(42)................... 1988 40,354 (1.4%) 60,545 (2.2%) (1.5%) (3)(4)
Gregory G. Landry (36).. 1991 0 34,750 (1.2%) (*) (3)(5)
Robert B. Stein, Jr.
(36)................... 1992 750 (*) 54,270 (1.9%) (*) (3)(6)
<CAPTION>
NOMINEES FOR
CLASS A DIRECTOR
----------------
<S> <C> <C> <C> <C>
Frank W. Barrett (54)... 1983 1,250 (*) 2,500 (*) (*) (7)
Theodore W. Leed (67)... 1983 1,552 (*) 2,500 (*) (*) (7)
<CAPTION>
ALL DIRECTORS AND
EXECUTIVE OFFICERS AS A
GROUP
-----------------------
<S> <C> <C> <C> <C>
(21 persons)............ 1,974,781 (69.8%) 340,951 (11.1%) (64.1%) (8)
</TABLE>
- --------
(*) Owns less than 1% of the issued and outstanding class of Common Stock.
(1) Mr. Colaccino is the direct and individual beneficial owner of 59,382
shares of Class B Common Stock, 10,000 of which are beneficially owned by
virtue of currently exercisable incentive stock options to purchase Class B
Common Stock. In addition to such 59,382 shares, Mr. Colaccino is the
indirect beneficial owner of 1,858,743 shares of Class B Common Stock
beneficially owned by DM Associates and DM Management (see footnote (1)
under "Principal Shareholders" above). The 103,225 shares of Class A Common
Stock beneficially owned by Mr. Colaccino include currently exercisable
incentive stock options to purchase 98,750 shares of Class A Common Stock.
(2) Mr. Everets has been nominated for the first time for election as a
director.
(3) Messrs. Kupperman, Landry and Stein are each partners of DM Management,
which is the general partner of DM Associates (described in footnote 1
above). However, such persons do not deem themselves to be beneficial
owners of any of the 1,858,743 shares of Class B Common Stock beneficially
owned by DM Associates or DM Management.
(4) Includes currently exercisable incentive stock options granted to Dr.
Kupperman to purchase 25,750 shares of Class B Common Stock and 56,250
shares of Class A Common Stock. Also includes shares of Common Stock owned
by Dr. Kupperman's wife and children.
(5) Represents currently exercisable incentive stock options granted to Mr.
Landry to purchase 34,750 shares of Class A Common Stock.
(6) Includes currently exercisable incentive stock options granted to Mr. Stein
to purchase 750 shares of Class B Common Stock and currently exercisable
incentive stock options to purchase 50,000 shares of Class A Common Stock.
(7) Includes currently exercisable non-qualified stock options granted to each
of Messrs. Barrett and Leed to purchase 2,500 shares of Class A Common
Stock. Such options were not granted pursuant to any stock option plan of
the Company.
(8) Includes currently exercisable stock options granted to all directors and
executive officers of the Company to purchase 43,250 shares of Class B
Common Stock and 314,627 shares of Class A Common Stock.
5
<PAGE>
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
In addition to the executive officers who are listed as being nominees for
election as directors of the Company, the Company has other executive officers,
including the following, who serve for a one year term:
<TABLE>
<CAPTION>
NAME AND AGE TITLE
------------ -----
<C> <S>
Charles Nirenberg (70)...... Chairman of the Company
Thomas A. Chicoine (44)..... Vice President-Manufacturing and Distribution
Lawrence R. Pellegrini (52). Vice President-Real Estate and Construction
Scott A. Stein (35)......... Vice President-Administration and Management
Information Systems
Gregory Wozniak (46)........ Vice President-Corporate Counsel
Elizabeth A. Yopko (35)..... Vice President-Corporate Communications
</TABLE>
Except as noted below, each of the executive officers of the Company has been
employed by the Company for more than the last five (5) years, in areas similar
to or encompassed by their current responsibilities.
Mr. Colaccino was elected Chief Executive Officer in March 1992 and has
served as President since January 1989. He joined the Company in 1976 and was
named Vice President-Real Estate in 1979, and Vice President-Corporate
Development in 1985. He is a Vice Chairman of the National Association of
Convenience Stores' (NACS) Board of Directors and serves on the Board of
Trustees for Western New England College, Springfield, Massachusetts.
Mr. Everets has been Chairman of the Board and Chief Executive Officer of
HPSC, Inc., a publicly held company which provides financing for health care
equipment, since July 1993 and has been a director of HPSC, Inc. since 1983. He
was Chairman of the Board of T.O. Richardson Co., Inc., a financial services
company, from January 1990 until July 1993. Previously, he was Executive Vice
President of Advest, Inc., an investment banking firm from 1983 to January
1990. Mr. Everets also served as Chairman of the Board of Billings and Co.,
Inc., a real estate investment banking firm, and Chairman of Advest Credit
Corp., both subsidiaries of Advest Group, Inc. Mr. Everets is Vice Chairman of
the Connecticut Development Authority and Chairman of the Loan Committee of the
Connecticut Development Authority. He is also a director of Eastern Company, a
publicly held company.
Dr. Kupperman joined the Company in 1983 as Director of Human Resources and
was named Vice President-Human Resources in 1985. He was elected Executive Vice
President-Human Resources and Secretary of the Company in January 1989. Prior
to joining the Company, Dr. Kupperman attended the University of Connecticut
where he obtained a doctoral degree in Educational Administration.
Mr. Landry was named Executive Vice President of the Company in April 1992
and has served as Chief Financial Officer since August 1990. Mr. Landry joined
the Company in October 1985 and served in various financial positions until he
was named Treasurer of the Company in July 1989 and served in this capacity
until April 1991. He is a certified public accountant and is a member of the
American Institute of Certified Public Accountants.
Mr. Stein was named Executive Vice President-Store Operations in April 1992.
He joined the Company in 1983 and served in various positions until serving as
Treasurer of the Company from January 1989 until June 1989. Subsequently, Mr.
Stein served as General Manager of the Company's Midwest Region from July 1989
until March 1992. He is a member of the Ohio Association of Convenience Stores'
Board of Directors.
6
<PAGE>
Mr. Barrett has served as Senior Vice President for Springfield Institution
for Savings since January 1994. He previously served as Senior Vice President
for Bank of Ireland First Holdings, Inc. from September 1990 to December 1993,
as Senior Vice President for Connecticut National Bank from May 1990 to
September 1990, and as Senior Vice President for Shawmut Bank, N.A. from
January 1988 to May 1990. Mr. Barrett also served as President and Chief
Executive Officer of Shawmut Home Bank in Hartford, Connecticut from April 1987
to December 1987 and prior to that was Executive Vice President for Shawmut
Worcester County Bank in Worcester, Massachusetts.
Dr. Leed has been, for more than five years, a professor (and is currently a
professor emeritus) of food marketing at the University of Massachusetts and a
lecturer, author and consultant to numerous companies on the subject of food
merchandising. He holds a doctoral degree in agricultural economics from Ohio
State University. Dr. Leed is a principal of Group 7, Inc., a management
consulting company.
Mr. Nirenberg is the founder of the Company. He served as its Chief Executive
Officer and President since its formation in 1957 until January 1989, when Mr.
Nirenberg resigned as President of the Company, and until March 1992, when Mr.
Nirenberg resigned as Chief Executive Officer. Mr. Nirenberg continues to serve
as Chairman of the Company. Additionally, Mr. Nirenberg is Dr. Kupperman's
father-in-law.
Mr. Chicoine was named Vice President-Manufacturing and Distribution in July
1989. He previously served the Company in the same capacity from 1985 to 1987.
Mr. Chicoine also served in managerial capacities at Massachusetts-based
dairies prior to 1982 and during a period between 1987 and 1989 before
rejoining the Company. He was also Vice President-Manufacturing of the Lawson
Company from 1982 to 1985. Mr. Chicoine serves on the Board of the
International Dairy Food Association, and is a member of the Milk Industry
Foundation, Connecticut Food Association and the Southern Association of Dairy
Food Manufacturers.
Mr. Pellegrini joined the Company in December 1992 as Vice President-Real
Estate. In March 1993, he was named Vice President-Real Estate and
Construction. He was formerly a partner in the consulting firm of Pellegrini &
Blair in Springfield, Massachusetts and Director of Real Estate-Northeast
Division for the Friendly Ice Cream Corporation.
Mr. Stein was named Vice President-Administration and Management Information
Systems (MIS) in April 1994. He joined the Company in September 1992 as
Director of Store Automation, and his role was later expanded to MIS Director.
Prior to joining the Company, Mr. Stein was Director-Client/Server Computing
for Technology Investment Strategies Corporation. Mr. Stein also has
consulting, training and systems analysis experience through former roles with
Orion Group, Inc. and the Hartford Insurance Group.
Mr. Wozniak was named Vice President-Corporate Counsel in December 1992. He
is an attorney and has served as counsel to the Company since the Company's
1985 acquisition of the Lawson Company. In 1989, he was promoted to Corporate
Counsel.
Ms. Yopko was named Vice President-Corporate Communications in April 1991.
She joined the Company in June 1988 as Vice President-Human Resources of the
Midwest Region with responsibilities encompassing public relations. Prior to
joining the Company, Ms. Yopko acted as a consultant and advisor to the Company
in the area of corporate communications, and as an employee or proprietor of
various public relations firms. She is a member of the Public Relations Society
of America and of the Ohio Association of Convenience Stores' Board of
Directors.
7
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the 1994 fiscal year, the Board of Directors of the Company held five
meetings. None of the directors attended fewer than 75% of the total number of
meetings of the Board of Directors and committees of which they were members.
The Board of Directors has established certain committees, including an Audit
Committee and a Compensation and Stock Option Committee. The Audit Committee
consists of Messrs. Barrett and Leed, and is responsible for recommending the
appointment of independent accountants and for reviewing the reports and
expenses of the audits conducted by the Company's independent accountants. The
Compensation and Stock Option Committee also consists of Messrs. Barrett and
Leed, and is responsible for recommending the compensation to be paid to the
Company's executive officers, and the persons to whom and the amount in which
stock options should be granted by the Company. During the 1994 fiscal year
there was one meeting of the Compensation and Stock Option Committee and two
meetings of the Audit Committee. The Company does not have a nominating
committee.
SHAREHOLDER NOMINATIONS OF DIRECTORS
In addition to the right of the Board of Directors of the Company to make
nominations of persons for election as directors, nominations may be made at a
meeting of shareholders by any shareholder of the Company entitled to vote for
the election of directors at the meeting who complies with certain notice
procedures set forth in the Company's Certificate of Incorporation. Such
nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary
of the Company.
To be timely, a shareholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the Company not less than 14
days nor more than 60 days prior to the meeting of shareholders called for the
election of directors; provided, however, that if fewer than 21 days notice of
the date of the meeting is given to shareholders, notice by the shareholder to
be timely must be so received not later than the close of business on the tenth
day following the day on which notice of the meeting was mailed to
shareholders. A shareholder's notice must set forth as to each person whom the
shareholder proposes to nominate for election or re-election as a director: (i)
the name, age, business address, and, if known, residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of stock of the Company that are beneficially owned
by such person, and (iv) any other information reasonably requested by the
Company. All such shareholder nominations may be made only at a meeting of
shareholders called for the election of directors at which such shareholder is
present in person or by proxy.
8
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS' COMPENSATION
The following table provides certain information for the Company's past
three fiscal years regarding the cash and other compensation paid to, earned
by, or awarded to those persons who were, as of January 29, 1994, (i) the
Company's Chief Executive Officer and (ii) the four most highly compensated
executive officers whose total annual salary and bonus exceeded $100,000 for
the last fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- ----------------------
AWARDS
-------------------------------- ----------------------
TOTAL SECURITIES
SALARY UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL AND OPTIONS/SARS COMPENSATION
POSITION YEAR SALARY BONUS BONUS (#) (A) (B)
- ---------------------- ------ -------- ------- -------- ---------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Frank Colaccino, 1994 $300,000 $25,000 $325,000 10,000 $27,828
President and Chief 1993 286,442 0 286,442 -- 13,942
Executive Officer (c) 1992 254,038 50,000 304,038 60,000 --
Mitchell J. Kupperman, 1994 205,000 7,500 212,500 5,000 12,794
Executive Vice 1993 215,000 0 215,000 -- 6,899
President--Human Re- 1992 187,308 35,000 222,308 30,000 --
sources
Gregory G. Landry, 1994 160,000 12,500 172,500 6,500 8,758
Executive Vice 1993 143,654 0 143,654 -- 4,923
President and Chief 1992 107,885 30,000 137,885 30,000 --
Financial Officer
Charles Nirenberg, 1994 500,000 0 500,000 -- --
Chairman of the 1993 500,000 0 500,000 -- 567
Company (d) 1992 500,000 0 500,000 -- --
Robert B. Stein, Jr., 1994 175,000 12,500 187,500 7,500 11,633
Executive Vice 1993 160,481 0 160,481 -- 6,657
President--Store 1992 131,923 30,000 161,923 30,000 --
Operations
</TABLE>
- --------
(a) Pursuant to the transitional provisions of the Securities and Exchange
Commission's revised rules on disclosure of executive compensation,
amounts of "All Other Compensation" have not been included in the table
above for the fiscal year ended February 1, 1992.
(b) Includes amounts contributed for the benefit of the Company's executive
officers to its qualified profit sharing plan and premiums paid by the
Company for split-dollar and term life insurance for the benefit of
certain executive officers during the fiscal years ended January 29, 1994
and January 30, 1993. Company contributions to its qualified profit
sharing plan for each of the 1994 and 1993 fiscal years, respectively,
included $2,263 and $567 for Frank Colaccino, $661 and $531 for Mitchell
J. Kupperman, $88 and $358 for Gregory G. Landry, $0 and $567 for Charles
Nirenberg, and $650 and $467 for Robert B. Stein, Jr.,. Premiums paid on
split-dollar and term life insurance for each of the 1994 and 1993 fiscal
years, respectively, included $25,565 and $13,375 for Frank Colaccino,
$12,133 and $6,368 for Mitchell J. Kupperman, $8,670 and $4,565 for
Gregory G. Landry, and $10,983 and $6,190 for Robert B. Stein, Jr.
(c) Mr. Colaccino was elected Chief Executive Officer of the Company effective
on March 12, 1992. Prior to that date, he served as President of the
Company since January 1, 1989.
9
<PAGE>
(d) Mr. Nirenberg has an employment agreement with the Company pursuant to
which Mr. Nirenberg is employed as Chairman of the Company for a five year
term that began on February 1, 1992 and ends on January 31, 1997, unless
terminated earlier. Under the employment agreement, Mr. Nirenberg receives
an annual salary of $500,000, payable in installments according to the
Company's normal compensation policy, plus customary fringe benefits. If
Mr. Nirenberg dies during the term of the employment agreement, his
designated beneficiary is entitled to receive his salary for the remainder
of the term. The Company has purchased insurance insuring the life of Mr.
Nirenberg and has designated itself as beneficiary.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below provides certain information regarding stock options granted
during the Company's last fiscal year to the executive officers listed in the
Summary Compensation Table above:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
NUMBER OF
SECURITIES POTENTIAL REALIZABLE
UNDERLYING VALUE AT ASSUMED
OPTIONS/ % OF TOTAL EXERCISE ANNUAL RATES OF STOCK
SARS OPTIONS/SARS OR BASE PRICE APPRECIATION
GRANTED GRANTED TO PRICE PER EXPIRATION FOR OPTION TERM
(#) EMPLOYEES IN SHARE DATE ----------------------
NAME (A) FISCAL YEAR (B) (A) 5% 10%
---- ---------- ------------ --------- ----------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Frank Colaccino......... 10,000 10.0 $5.25 February 23, 2003 $ 33,017 $ 83,671
Mitchell J. Kupperman... 5,000 5.0 5.25 February 23, 2003 16,508 41,836
Gregory G. Landry....... 6,500 6.5 5.25 February 23, 2003 21,461 54,386
Charles Nirenberg....... -- -- -- -- -- --
Robert B. Stein, Jr..... 7,500 7.5 5.25 February 23, 2003 24,763 62,754
</TABLE>
- --------
(a) Each option becomes fully exercisable over four years, with 25% of the
shares subject to the option becoming exercisable on each anniversary of
the option grant date. All options expire ten years from the date of grant,
unless sooner terminated by, for example, the failure to exercise an
option, to the extent it is then exercisable, before three months after
termination of employment, except for termination in the case of death, in
which case, the option is exercisable within one year from the date of
death by the optionee's executor, administrator or personal representative,
to the extent it is then exercisable.
(b) All options were granted at an exercise price per share equal to the fair
market value of the Common Stock on the date of grant, as quoted on the
NASDAQ.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The table below sets forth information regarding stock options that were
exercised, if any, during the past fiscal year, and unexercised stock options
held as of January 29, 1994, by the executive officers listed in the Summary
Compensation Table above:
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END (2)
----------------- -----------------
SHARES ACQUIRED
ON EXERCISE VALUE REALIZED EXERCISABLE(E)/ EXERCISABLE (E)/
NAME OF OPTIONS (#) (1) UNEXERCISABLE (U) UNEXERCISABLE (U)
---- --------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Frank Colaccino......... 15,250 $38,430 106,250 (E) $ 51,000 (E)
43,750 (U) 19,625 (U)
Mitchell J. Kupperman... -- -- 80,750 (E) 105,630 (E)
22,500 (U) 11,000 (U)
Gregory G. Landry....... -- -- 33,125 (E) 9,563 (E)
22,750 (U) 10,500 (U)
Charles Nirenberg....... -- -- -- --
-- --
Robert B. Stein, Jr..... -- -- 48,875 (E) 15,563 (E)
24,375 (U) 12,938 (U)
</TABLE>
- --------
(1) Reflects the market value, as of the date of exercise, of the 15,250 shares
of Class B Common Stock acquired by Mr. Colaccino, minus the exercise
price. However, Mr. Colaccino did not realize any cash value upon exercise
of the stock option as he did not sell any shares of the Class B Common
Stock acquired through the exercise.
(2) Values are calculated for options "in the money" by subtracting the
exercise price per share from the closing price per share of the applicable
class of the Company's Class A and Class B Common Stock on January 29,
1994, which amounts were $6.50 and $7.00 per share, respectively. Executive
officers have options to purchase shares of Common Stock at exercise prices
greater than the fair market value of the applicable class of Common Stock
as of January 29, 1994. Such options are not "in-the-money" and their value
is, therefore, not disclosed above.
DIRECTORS' COMPENSATION
Mr. Leed and Mr. Barrett received directors' fees of $17,000 each for the
fiscal year ended January 29, 1994. The annual fee for outside directors for
the 1995 fiscal year is $12,000 plus $1,000 for each regular or special meeting
of the Board attended. The remaining directors, who are employees of the
Company, receive no directors' fees.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Company's Board of
Directors ("Committee") is responsible for recommending to the Executive
Committee or to the full Board of Directors the
11
<PAGE>
compensation to be paid to the Company's principal executive officers,
including the Chief Executive Officer ("CEO"). The Committee also has the
authority to grant to all employees options to purchase the Company's Common
Stock under the Company's various stock option plans. The Committee's members
are Theodore W. Leed and Frank W. Barrett, neither of whom are employees of the
Company, and both of whom have no material interest in or relationship with the
Company, other than as directors and shareholders. The Executive Committee is
comprised of Messrs. Barrett, Colaccino and Leed. Set forth below is a report
submitted by the Committee regarding the compensation policies for the fiscal
year ended January 29, 1994, as they related to the Company's principal
executive officers, including the CEO.
COMPENSATION POLICIES
The Committee reviews, at the end of each fiscal year, proposed annual
salaries for the next succeeding fiscal year for principal executive officers,
as submitted by the Company's management. In determining whether to recommend
management's proposed salaries to the full Board of Directors or to the
Executive Committee, or whether to recommend different salaries, the Committee
considers a number of factors, some of which are subjective and qualitative,
and some of which are objective and quantitative, including, but not limited
to, the following: (i) the Company's financial performance for the prior fiscal
year, including whether the Company had a net profit or loss, the amount
thereof, the reasons for such performance, and whether such performance was
primarily as a result of the executive officers' performance, or whether the
performance might have related to unforeseen events or events not in the
executive officers' control; and (ii) the extent to which an executive officer
achieved certain objectives in his or her area of primary responsibility that
might have been set in the prior fiscal year, or otherwise made a significant
contribution to the Company that positively impacted, or is likely to impact,
growth and earnings of the Company. In its review of management's proposed
bonuses for a fiscal year, the Committee utilizes criteria similar to that
which it uses in reviewing annual salaries.
In considering the grant of stock options to employees, including the
Company's principal executive officers, the Committee consults with the
Company's CEO, reviews the performance of principal executive officers, and
reviews the long-term objectives of management and the Board.
FISCAL YEAR 1994 EXECUTIVE COMPENSATION
Employing its compensation review factors described above, the Committee
approved management's salary recommendations for the fiscal year ended January
29, 1994. The Committee did not, however, review the compensation of Charles
Nirenberg, Chairman of the Company, whose annual salary and certain other
benefits are set under an employment agreement entered into between Mr.
Nirenberg and the Company in February 1992. The Committee noted in particular
that: (i) management's recommended salaries for the 1994 fiscal year were, for
the principal executive officers, not significantly greater than the 1993
fiscal year's salaries; and (ii) the aggregate level of salaries and bonuses
paid for the 1993 fiscal year were slightly less than those paid in the 1992
fiscal year. In granting bonuses to certain executive officers, the Committee
considered that no bonuses were paid to the principal executive officers for
the 1993 fiscal year and that management had initiated certain actions to
improve the Company's profitability, including initiating the administrative
consolidation to a new headquarters facility.
The Committee also specifically considered that while the Company incurred a
$6.8 million net loss for the 1993 fiscal year, the loss was attributable
primarily to a one-time $5.2 million charge for the costs of the Company's
administrative consolidation and a $3.9 million charge to conform to a change
in accounting
12
<PAGE>
principle for income taxes required by SFAS 109, and that the Company would
have been profitable on an operating basis without the non-recurring charges.
Further, the Committee noted that management had begun the previously announced
consolidation of the Company's administrative functions to a new headquarters
facility in Connecticut which was anticipated to save significant
administrative costs.
The Committee also granted stock options under the Company's various stock
option plans to serve as a further incentive to the principal executive
officers, as well as to numerous other employees. All of such options were
granted at an exercise price equal to the fair market value per share on the
date of grant. The Committee did not grant any stock options during the 1993
fiscal year.
FISCAL YEAR 1994 CEO COMPENSATION
In recommending Mr. Colaccino's salary and bonus for the 1994 fiscal year to
the full Board, the Committee reviewed the same factors that it utilized in
recommending the compensation for the Company's other principal executive
officers as described above.
The Compensation and Stock Option Committee,
Frank W. Barrett
Theodore W. Leed
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
shareholder return on the Company's Class A Common Stock over the past five
years with (i) the cumulative total return on the NASDAQ Stock Market Index
(U.S. Companies) and (ii) a peer group index consisting of NASDAQ Stocks
Standard Industry Codes 5400-5499 (retail convenience and grocery stores)
("Peer Group"). The figures presented below assume the reinvestment of all
dividends into shares of Class A Common Stock on the dividend payment date and
that $100 was invested in Class A Common Stock and in the NASDAQ Stock Market
Index (U.S. Companies) and Peer Group Index on January 27, 1989, and held
through January 29, 1994 (the end of the Company's most recent fiscal year).
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DAIRY MART, NASDAQ STOCK MARKET INDEX AND NASDAQ STOCKS INDEX
<CAPTION>
NASDAQ
STOCK NASDAQ
Measurement period DAIRY MARKET STOCKS
(Fiscal Year Covered) MART INDEX INDEX
- --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
01/27/89 $ 100.0 $ 100.0 $ 100.0
FYE 02/02/90 $ 91.7 $ 106.6 $ 107.3
FYE 02/01/91 $ 83.1 $ 105.8 $ 132.2
FYE 01/31/92 $ 109.3 $ 166.4 $ 199.3
FYE 01/29/93 $ 80.6 $ 189.0 $ 135.3
FYE 01/28/94 $ 93.2 $ 215.0 $ 150.0
</TABLE>
14
<PAGE>
CERTAIN TRANSACTIONS
DM Associates Limited Partnership ("DM Associates") beneficially owns
1,858,743 shares of Class B Common Stock of the Company, representing
approximately 66.7% of the issued and outstanding shares of Class B Common
Stock, and 60.7% of the total voting power of both classes of the Company's
Common Stock. DM Associates is controlled by its general partner, DM Management
Associates ("DM Management"), which itself is a general partnership. The
general partners of DM Management include four executive officers and directors
of the Company, including Frank Colaccino, President and Chief Executive
Officer, who is the managing general partner; Mitchell J. Kupperman, Executive
Vice President-Human Resources; Gregory G. Landry, Executive Vice President and
Chief Financial Officer; and Robert B. Stein, Jr., Executive Vice President-
Store Operations.
DM Associates financed part of the purchase of its 1,858,743 shares of Class
B Common Stock by obtaining a $7,100,000 loan (the "CDA Loan") from the
Connecticut Development Authority ("CDA"). The CDA Loan is secured by DM
Associates' collateral pledge to the CDA of 1,220,000 shares of Class B Common
Stock owned by DM Associates (the "CDA Pledged Shares"), representing 43.8% of
the issued and outstanding shares of Class B Common Stock and 39.9% of the
total voting power of both classes of Common Stock.
The CDA Loan provides that a default of the CDA Loan will result upon certain
events occurring. If a default occurs under the CDA Loan, the CDA has the right
to sell or otherwise dispose of the CDA Pledged Shares which could result in a
change in control of the Company. Unless such a default occurs, DM Associates
has the right to vote the CDA Pledged Shares, subject to receiving certain
consents of the CDA with respect to certain matters.
In addition, the limited partnership agreement of DM Associates provides that
if the term of the limited partnership is extended beyond September 12, 1997,
any limited partner whose percentage interest in DM Associates is greater than
30% may sell all or a portion of his or its interest, subject to DM Associates
right of first refusal to purchase such interest. If DM Associates and such
limited partner do not agree on the terms of acquiring such limited partner's
interest, and there is not a third party purchaser, such limited partner has
the right to: (i) demand the dissolution of DM Associates and the distribution
of its assets to its partners; or (ii) cause such assets to be sold. As DM
Associates' principal asset is its 1,858,743 shares of Class B Common Stock, if
such a dissolution or sale occurs, a change of control of the Company could
result.
ITEM 2--RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Directors has selected Arthur Andersen &
Co. as the Company's independent accountants for the fiscal year ending January
28, 1995. At the Annual Meeting, shareholders will be requested to ratify such
appointment. A representative of Arthur Andersen & Co. is expected to attend
the Annual Meeting with the opportunity to make a statement if he or she so
desires and to respond to questions.
15
<PAGE>
REQUIRED VOTES OF SHAREHOLDERS
Under Delaware law and pursuant to the Company's bylaws, the presence in
person or by proxy of the holders of a majority of the voting power of both
classes of Common Stock entitled to vote at the Annual Meeting is necessary for
a quorum to transact business for matters as to which both classes of Common
Stock vote together, including the ratification of the appointment of Arthur
Andersen & Co. as independent accountants. With respect to matters as to which
each class of Common Stock is entitled to vote separately, including the
election of directors by the respective classes, the presence in person or by
proxy of the holders of one-third of the shares of Common Stock of the
applicable class present in person or by proxy is necessary for a quorum to
transact such business. In order for the nominees to be elected as directors by
the shareholders of their respective classes of Common Stock, the affirmative
vote of the holders of a majority of the Common Stock of the applicable class
present in person or by proxy is necessary. In order for the appointment of
Arthur Andersen & Co. to be ratified, the affirmative vote of the holders of a
majority of the combined voting power of both classes of Common Stock present
in person or by proxy is necessary. Abstentions, broker non-votes and other
non-votes will not be counted as votes against the election of the nominees as
directors or against the ratification of the appointment of Arthur Andersen &
Co., but they will have the effect of a negative vote in determining whether
the requisite vote of the holders of a majority of the shares of Common Stock
of each class has been obtained for the election of the nominees as directors,
and whether the requisite vote of the holders of a majority of the combined
voting power of both classes of Common Stock has been obtained with respect to
the ratification of the appointment of Arthur Andersen & Co. The Company
intends to appoint an independent person to act as an inspector of elections at
the Annual Meeting who will be responsible for counting the votes.
SHAREHOLDER PROPOSALS
If a shareholder desires to present a proposal for inclusion in next year's
Proxy Statement relating to the 1995 Annual Meeting of the Shareholders of the
Company, such shareholder must submit such proposal in writing to: Dairy Mart
Convenience Stores, Inc., One Vision Drive, Enfield, Connecticut, 06082,
Attention: Gregory G. Landry, Executive Vice President and Chief Financial
Officer, not later than February 20, 1995.
GENERAL
The Company's Annual Report to Shareholders which contains financial
statements for the fiscal year ended January 29, 1994, as well as other
information concerning the operations of the Company, was previously sent to
shareholders.
THE COMPANY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL
REPORT ON FORM 10-K. A COPY OF THE REPORT FOR FISCAL 1994 WILL BE FURNISHED
(WITHOUT EXHIBITS) WITHOUT CHARGE TO ANY SHAREHOLDER SENDING A WRITTEN REQUEST
THEREFOR TO GREGORY G. LANDRY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, DAIRY MART CONVENIENCE STORES, INC., ONE VISION DRIVE, ENFIELD,
CONNECTICUT, 06082. The Company has no knowledge of any matters other than
those set forth in this Proxy Statement or referred to in the accompanying
Notice of Annual Meeting of Shareholders, which will be presented at the Annual
Meeting. However, if any other matters should properly come before the meeting,
it is intended that proxies shall be voted thereon in accordance with the best
judgment of the person or persons voting such proxies.
16
<PAGE>
CLASS A PROXY
DAIRY MART CONVENIENCE STORES, INC.
ANNUAL MEETING OF SHAREHOLDERS
JULY 8, 1994
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frank Colaccino, Frank W. Barrett and
Theodore W. Leed and each or any of them, with full power of substitution, the
proxies of the undersigned to vote all of the shares of Common Stock of Dairy
Mart Convenience Stores, Inc. ("Dairy Mart") which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of Dairy Mart to be held at Dairy
Mart's headquarters located at One Vision Drive, Enfield, Connecticut on the
8th day of July, 1994 at 10:30 a.m., and at any adjournment or postponement
thereof, with all the powers the undersigned would possess if personally
present upon:
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
GRANTED WITHHELD
[_] [_]
1. Election of Directors: Authority to vote this proxy for the election of the
following persons as director is: (Except as indicated otherwise)
IF THERE IS ANY INDIVIDUAL DIRECTOR WITH RESPECT TO WHOM YOU DESIRE TO WITHHOLD
YOUR VOTE, YOU MAY DO SO BY LINING THROUGH OR OTHERWISE STRIKING OUT HIS NAME.
Frank W. Barrett and Theodore W. Leed
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Ratification of the appointment of Arthur Andersen & Co. as independent
accountants for the fiscal year ending January 28, 1995.
3. In their discretion such other matters as may properly come before the
meeting.
- -------------------------------------------------------------------------------
UNLESS A CONTRARY DIRECTION IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY SHALL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN & CO. AS INDEPENDENT ACCOUN-
TANTS FOR THE FISCAL YEAR ENDING JANUARY 28, 1995.
SIGNATURE(S) _____________________________ DATE ________
NOTE: Please sign exactly as your name appears on this proxy. If signing for
estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
<PAGE>
CLASS B PROXY
DAIRY MART CONVENIENCE STORES, INC.
ANNUAL MEETING OF SHAREHOLDERS
JULY 8, 1994
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frank Colaccino, Frank W. Barrett and
Theodore W. Leed, and each or any of them, with full power of substitution, the
proxies of the undersigned to vote all of the shares of Common Stock of Dairy
Mart Convenience Stores, Inc. ("Dairy Mart") which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of Dairy Mart to be held at Dairy
Mart's headquarters located at One Vision Drive, Enfield, Connecticut on the
8th day of July, 1994 at 10:30 a.m., and at any adjournment or postponement
thereof, with all the powers the undersigned would possess if personally
present upon:
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
GRANTED WITHHELD
[_] [_]
1. Election of Directors: Authority to vote this proxy for the election of the
following persons as directors is: (Except as indicated otherwise)
IF THERE IS ANY INDIVIDUAL DIRECTOR WITH RESPECT TO WHOM YOU DESIRE TO WITHHOLD
YOUR VOTE, YOU MAY DO SO BY LINING THROUGH OR OTHERWISE STRIKING OUT HIS NAME.
Frank Colaccino, John W. Everets, Jr., Mitchell J. Kupperman, Gregory G. Landry
and Robert B. Stein, Jr.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Ratification of the appointment of Arthur Andersen & Co. as independent
accountants for the fiscal year ending January 28, 1995
3. In their discretion such other matters as may properly come before the
meeting.
- -------------------------------------------------------------------------------
UNLESS A CONTRARY DIRECTION IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY SHALL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN & CO. AS INDEPENDENT ACCOUN-
TANTS FOR THE FISCAL YEAR ENDING JANUARY 28, 1995.
SIGNATURE(S) ____________________________ DATE ________
NOTE: Please sign exactly as your name appears on this proxy. If signing for
estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
