SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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
SYMS CORP
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(Name of Registrant as Specified in Its Charter)
Board of Directors of Syms Corp
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(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), or 14a-6(j)(3).
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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 number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
SYMS CORP
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 12, 1995
---------------------
To the Stockholders of Syms Corp:
Notice is hereby given that the Annual Meeting of Stockholders of Syms
Corp, a New Jersey corporation (the "Company"), will be held at the office of
the Company, Syms Way, Secaucus, New Jersey 07094, on Friday, May 12, 1995 at
10:30 A.M. for the following purposes:
1. To elect five (5) Directors to serve for the term of one (1) year or
until their respective successors have been elected and qualified.
2. To approve the appointment of Deloitte & Touche, LLP as independent
accountants of the Company for fiscal year 1995.
3. To transact such other business as may properly come before the
meeting.
The close of business on April 3, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
meeting and only stockholders of record at such time will be so entitled to
vote.
You are cordially invited to attend the meeting in person if possible. If
you do not expect to be present, please sign and date the enclosed proxy and
return it in the envelope enclosed for this purpose. It will assist us in
keeping down the expenses of the meeting if the stockholders who do not expect
to attend in person return their signed proxies promptly, whether they own a few
shares or many shares. If no direction is indicated in your proxy it will be
voted for Proposals 1 and 2 above.
By Order of the Board of Directors
Stephen A. Merns
Secretary
Secaucus, New Jersey
April 7, 1995
<PAGE>
SYMS CORP
PROXY STATEMENT
The accompanying form of proxy is solicited on behalf of the Board of
Directors of Syms Corp (the "Company") for use at the May 12, 1995 meeting of
the stockholders of the Company or at any adjournment or adjournments thereof.
The cost of preparing and mailing the proxy and this Proxy Statement and all
other costs in connection with this solicitation of proxies will be borne by the
Company. It is anticipated that the accompanying proxy and this Proxy Statement
will be sent to stockholders of the Company on or about April 7, 1995.
The Company's executive offices are located at Syms Way, Secaucus, New
Jersey 07094.
Proxies in the accompanying form which are properly executed and duly
returned to the Company and not revoked will be voted as specified. Any proxy in
which no direction is specified will be voted in favor of the election of the
nominees for director and the appointment of Deloitte & Touche, LLP as
independent accountants. Each proxy granted is revocable and may be revoked at
any time prior to its exercise. The Company intends to reimburse brokerage
companies and others for forwarding proxy materials to beneficial owners of
stock. The Company is concurrently with the mailing of this Proxy Statement
mailing its Annual Report for its fiscal year ended December 31, 1994 to
stockholders of record on April 3, 1995.
Stockholders vote at the annual meeting by casting ballots (in person or by
proxy) which are tabulated by two representatives of the Company's independent
transfer agent appointed to serve as inspectors of election at the meeting and
who have executed and verified an oath of office. The holders of a majority of
the shares of Common Stock issued and outstanding represented in person or by
proxy shall constitute a quorum. Abstentions and broker non-votes are included
in the determination of the number of shares present at the meeting for quorum
purposes but not counted in the tabulations of the votes cast on proposals
presented to stockholders. As indicated in the table below, Mr. Sy Syms
beneficially owns a number of shares sufficient to determine the outcome of
matters to be voted upon at the meeting.
PRINCIPAL HOLDERS OF SECURITIES
The outstanding voting stock of the Company as of April 3, 1995 consisted
of 17,694,015 shares of Common Stock, par value $.05 per share, with each share
entitled to one vote. Only stockholders of record at the close of business on
April 3, 1995 are entitled to vote at the meeting.
The following table sets forth the record and beneficial ownership of
Common Stock by each person owning of record or known by the Company to own
beneficially more than five (5%) percent thereof.
Amount and Nature
of Beneficial
Ownership of Common Percent
Name and Address of Stock as of of
Beneficial Owner April 3, 1995(1) Class
-------------------- -------------------- -------
Sy Syms, as trustee under a Voting Trust
Agreement date July 25, 1983, as amended ....... 2,814,821(2) 15.9%
Syms Way, Secaucus, New Jersey 07094
The Sy Syms Revocable Living Trust dated March
17, 1989, as amended (3) ...................... 9,552,145(3) 54.0%
Syms Way, Secaucus, New Jersey 07094
Tweedy, Browne Company L.P ...................... 1,115,270 6.3%
52 Vanderbilt Avenue, New York, NY 10017
- - ------------------
(1) Sole voting and investment power unless otherwise stated.
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(2) Includes 82,367 shares in the Voting Trust for the account of The Sy Syms
Revocable Living Trust dated March 17, 1989, as amended (the "Revocable
Living Trust"), 487,184 shares for each of Marcy Syms and Stephen A.
Merns, 420,517 shares for each of Robert G. Syms and Richard W. Syms, and
458,526 shares for each of Adrienne Merns and Laura Merns. Sy Syms is
deemed to be the beneficial owner of all the shares in the Voting Trust
held by him as trustee.
(3) Sy Syms retains the sole voting power of such shares and the right to
revoke the Revocable Living Trust at any time.
Voting Trust
Sy Syms is the Voting Trustee under a Voting Trust created under the Voting
Trust Agreement dated July 25, 1983, as amended, and terminating on December 31,
1996. The shares in the Voting Trust are scheduled to be released in two equal
installments in December 1995 and December 1996. As Voting Trustee, Sy Syms can
unilaterally vote, sell or otherwise dispose of the shares of Common Stock held
in the Voting Trust. Under no condition may a shareholder who deposited shares
in the Voting Trust withdraw shares from the Voting Trust prior to its scheduled
expiration date at any time. In the event of Sy Syms' death or his resignation
or inability to perform as Voting Trustee, Marcy Syms, the daughter of Sy Syms,
is designated as successor trustee. In the event of her death, resignation or
inability to perform, Stephen A. Merns, the son of Sy Syms, becomes successor
trustee.
ELECTION OF DIRECTORS
At the meeting, five (5) directors are to be elected for the term of one
(1) year or until their respective successors have been elected and qualified.
It is intended that votes will be cast pursuant to proxies received from holders
of Common Stock of the Company for the nominees listed below, unless the proxy
contains contrary instructions. The affirmative vote of a majority of the votes
cast at the meeting is necessary for the election of directors.
If any of the nominees listed below are unavailable for election at the
date of the Annual Meeting, the stock represented by the proxy will be voted for
the remaining nominees and for such substitute nominee or nominees designated by
the Board of Directors, in their judgment, designate. Management at this time
has no reason to believe that any of the said nominees will not be available.
<TABLE>
<CAPTION>
Name of Director
or Nominee
for Election Principal Occupation Age
----------------- -------------------- ---
<S> <C> <C>
Sy Syms(1)(2)(3) ............................ Chairman of the Board, Chief Executive Officer 68
and Director of the Company
Marcy Syms(1)(2) ............................ President, Chief Operating Officer and Director 44
of the Company
Harry C. Kleinman ........................... Vice President - Finance, Chief Financial Officer, 45
and Treasurer of the Company(4)
Wilbur L. Ross, Jr.(3)(5)(6) ................ Managing Director of Rothschild Inc. 57
Harvey Weinberg(3)(5)(6) .................... Consultant 57
<FN>
- - ---------------
(1) Member of the Executive Committee of the Company.
</FN>
</TABLE>
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(2) Sy Syms and Marcy Syms are father and daughter.
(3) Member of the Compensation Committee of the Company.
(4) Effective April 17, 1995.
(5) Member of the Audit Committee of the Company.
(6) Member of the Stock Option Committee of the Company.
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
director of the Company and/or its predecessors since 1959. Mr. Sy Syms was
Chief Operating Officer of the Company from 1983 to 1984.
MARCY SYMS has been President and a director of the Company since 1983,
Chief Operating Officer of the Company since 1984 and was an officer and
director of Syms Inc. from 1978 through 1985. She is a member of the Board of
Directors of Midlantic Bank.
HARRY C. KLEINMAN is Vice President - Finance, Chief Financial Officer and
Treasurer of the Company effective April 17, 1995. From March 1994 to April 1995
Mr. Kleinman was Executive Vice President of Pierre Deux, a retailer. From June
1989 to February 1994, Mr. Kleinman was Senior Vice President and Chief
Financial Officer of Sterns Department Stores.
WILBUR L. ROSS, JR. has been a Managing Director of Rothschild Inc. since
1976. He is a member of the Board of Directors of GEO International Corp. and
Mego Corp. He has been a Director of the Company since 1983.
HARVEY WEINBERG has been a consultant since April 1994. From April 1992 to
April 1994 he was President and Chief Executive Officer of HSSI, Inc., a
retailer of men's and women's apparel. He was the Chairman of the Board of
Hartmarx Corporation ("Hartmarx") from 1990 to September 1992 and Chief
Executive Officer and a director of Hartmarx from 1987 to 1990. He has been a
director of the Company since December 1992.
During 1994, there were four meetings of the Board of Directors. Each
director attended at least 75% of the 1994 meetings of the Board of Directors
and the committees of which he or she was a member during the 1994 fiscal year.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors include an Audit Committee, an
Executive Committee, Stock Option Committee and a Compensation Committee. The
Board of Directors does not have a nominating committee.
The Audit Committee reviews the engagement of independent accountants,
reviews and approves the scope of the annual audit undertaken by the independent
accountants and reviews the independence of the accounting firm. The Audit
Committee also reviews the audit and non-audit fees of the independent
accountants and the adequacy of the Company's internal control procedures. The
Audit Committee did not meet separately from the Board of Directors during 1994,
but performed its duties in the context of the board meetings. The members of
the Audit Committee are Wilbur L. Ross, Jr. and Harvey Weinberg.
The Executive Committee exercises all the powers and the authority of the
Board of Directors in the management and affairs of the Company between meetings
of the Board of Directors, to the extent permitted by law. The Executive
Committee did not meet during 1994. The members of the Executive Committee are
Sy Syms and Marcy Syms.
The Stock Option Committee administers the Company's Amended and Restated
Incentive Stock Option and Appreciation Plan (the "Option Plan") and determines
the officers and key employees to be granted options under the Option Plan and
the number of shares subject to the options. The Stock Option Committee did not
meet during 1994
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but acted once by Unanimous Written Consent. The members of the Stock Option
Committee are Wilbur L. Ross, Jr. and Harvey Weinberg.
The Compensation Committee reviews and recommends to the Board of Directors
remuneration arrangements and compensation plans (other than the Option Plan)
for the Company's officers and key employees. The Compensation Committee did not
meet separately from the Board of Directors during 1994, but performed its
duties in the context of the board meetings. The members of the Compensation
Committee are Sy Syms, Wilbur L. Ross, Jr. and Harvey Weinberg.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock by
each director and nominee, each of the executive officers named in the Summary
Compensation Table, and by all directors and executive officers of the Company
as a group.
Amount and Nature of
Beneficial Ownership of
Name of Beneficial Common Stock Percent
Owner as of April 3, 1994 of Class(1)
------------------ ----------------------- -----------
Sy Syms ............................. 12,367,066(1) 69.9%
Marcy Syms .......................... 299,591(2) 1.7%
Harry C. Kleinman ................... -- (2) *
Ronald Zindman ...................... 2,400(2) *
Stephen A.Merns ..................... 247,591(2) 1.4%
William E. Pattberg ................. -- *
Wilbur L. Ross, Jr .................. 1,000 *
Harvey Weinberg ..................... -- *
All directors and executive officer
as a group (8 persons) .......... 12,917,648 73.0%
- - ----------------
* Less than one percent.
(1) Includes (a) 9,552,145 shares held in the Revocable Living Trust, (b)
82,367 shares in the Voting Trust for the account of the Revocable Living
Trust, 487,184 shares for each Marcy Syms and Stephen A. Merns, 420,517
shares for each of Robert G. Syms and Richard W. Syms, and 458,526 shares
for each Adrienne Merns and Laura Merns and (c) 100 shares held by Sy Syms
as custodian for Jillian E. Merns. Sy Syms is deemed to be the beneficial
owner of all the shares in the Voting Trust held by him as trustee and all
of the shares held by him as custodian for Jillian E. Merns.
(2) Includes shares issuable upon the exercise of options granted under the
Option Plan and either currently exercisable or exercisable within 60 days
after April 7, 1995.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for the past three fiscal years to its five most highly compensated
executive officers, including the Chief Executive Officer, serving as such at
the end of the most recently completed fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation(1)
Annual Compensation --------------- All Other
------------------------------ Options/ Compen-
Name and Principal Position Year Salary Bonus SARs (#) sation(2)
- - --------------------------- ---- ------ ----- --------------- ----------
<S> <C> <C> <C> <C> <C>
Sy Syms ...................................... 1994 $624,988 0 0 $2,658
Chairman of the Board and 1993 $824,988(3) 0 0 $3,658
Chief Executive Officer 1992 $854,988(3) 0 0 $3,980
Marcy Syms ................................... 1994 $469,000(4) 0 0 $2,368
President and Chief Operating 1993 $469,000(4) 0 50,000 $3,658
Officer 1992 $399,000(4) 0 20,000 $3,980
Ronald Zindman ............................... 1994 $142,000 10,000 0 $2,368
Vice President - General 1993 $123,500 0 0 $1,838
Merchandise Manager Ladies, 1992 $102,050 0 0 $1,674
Men's and Haberdashery
Stephen A. Merns ............................. 1994 $130,000 0 0 $2,030
Vice President, Secretary and 1993 $135,850 0 0 $2,038
Merchandise Manager Men's 1992 $125,450 0 0 $2,100
Tailored Clothing
William E. Pattberg (5) ...................... 1994 $121,607 0 0 $1,888
Vice President - Distribution, 1993 $120,083 0 0 $1,491
Information Systems 1992 $112,301 0 0 $1,861
<FN>
- - --------------
(1) During the period covered by the table, the Company did not make any
restricted stock awards or have in effect (or make payments under) any long
term incentive plan other than the Option Plan, pursuant to which only
stock options, but no stock appreciation rights, were awarded.
(2) Company's contributions to a defined contribution profit sharing retirement
plan.
(3) Includes payment of $200,000 for 1993 and $230,000 for 1992 by Syms
Advertising, Inc., a subsidiary of the Company, as performance fees for
advertising during such years. Excludes payments made under the lease of
the Elmsford store. See "Other Transactions."
(4) Includes payment of $300,000 for 1994, $300,000 for 1993 and $230,000 for
1992 by Syms Advertising, Inc., a subsidiary of the Company, as performance
fees for advertising during such years.
(5) William E. Pattberg resigned effective January 20, 1995.
</FN>
</TABLE>
5
<PAGE>
Aggregated Option/SAR Exercises
in Last Fiscal Year and Fiscal Year-end Option/SAR Values
The following table provides information concerning exercises of stock
options during 1994 by the executive officers named in the Summary Compensation
Table and the value of unexercised options held by them at year end.
No stock options were granted to such executive officers during 1994.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
Fiscal Year-end (1) at Fiscal Year End (2)
Number of Shares Value --------------------------- ----------------------------
Name Acquired on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sy Syms ............... 0 0 0 0 0 0
Marcy Syms ............ 0 0 44,000 56,000 0 0
Ronald Zindman......... 0 0 2,400 600 0 0
Stephen A. Merns....... 0 0 4,000 0 0 0
William E. Pattberg ... 0 0 8,500 0 0 0
<FN>
- - -----------------
(1) No SARs are held.
(2) Based upon a closing price of $6.50 per share of Common Stock on December
31, 1994.
</FN>
</TABLE>
Pension Plan
The following table sets forth the estimated annual benefits payable on
retirement to persons in specified remuneration and years of service
classifications under the Company's defined benefit pension plan (the "Pension
Plan") for employees not covered under collective bargaining agreements:
Highest Five
Year 5 10 15 or more
Average Years of Years of Years of
Compensation Service Service Service
- - ------------ -------- -------- ----------
$ 50,000 ............. $3,167 $ 6,333 $ 9,500
75,000 ............. 4,750 9,500 14,250
100,000 ............. 6,333 12,667 19,000
125,000 ............. 7,917 15,833 23,750
150,000 ............. 9,500 19,000 28,500
Each participant in the Pension Plan is entitled to an annual retirement
benefit equal to 19% of the average compensation (excluding bonuses) during his
five consecutive highest paid calendar years during the ten years prior to
retirement except that the annual benefit payable to Sy Syms at normal
retirement, as per the plan, cannot exceed $70,000. For the executive officers
named in the Summary Compensation Table, compensation for purposes of the
Pension Plan generally corresponds to the amounts shown in the "Salary" column
of the Summary Compensation Table, but exclusive of the performance fees from
Syms Advertising, Inc. Currently no more than $150,000 (as adjusted from time to
time by the Internal Revenue Service) of cash compensation may be taken into
account in calculating benefits payable under the Pension Plan. Executive
officers in the Summary Compensation Table were credited with the following
years of service at December 31, 1994: Sy Syms, 15 or more years; Marcy Syms, 15
or more years; Ronald Zindman, 5 years; Stephen A. Merns, 15 or more years; and
William E. Pattberg, 7 years. Benefits under the Pension Plan are not subject to
any deduction for social security or other offset amount. The annual retirement
benefit is reduced pro rata if the employee has completed less than fifteen
years of service. Effective December 31, 1994, the plan was amended to change
the pro rata reduction to be based on 25 years of participation. A participant
is entitled to be paid his benefits upon his retirement at age 65. If a
participant has completed at least 15
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years of service he may retire upon reaching age 55 but the benefits he receives
will be actuarially reduced to reflect the longer period during which he will
receive a benefit. A participant who leaves the Company for any reason other
than death, disability or retirement will be entitled to receive the vested
portion of his benefit payable over different periods of time depending on the
aggregate amount vested and payment option elected. A participant's interest
vests over a 7 year period commencing in the third year at the rate of 20% after
completing three years of employment and 20% for each year thereafter, and is
100% vested after the completion of 7 years of service. Benefit payments are
made in the form of one of five annuity payment options elected by the
participant. Amounts in the table are based on a straight life annuity.
Compensation Of Directors
Each member of the Board of Directors who is not an officer or employee of
the Company receives a Director's Fee presently established at the rate of
$2,000 per meeting for attending regular or special meetings of the Board of
Directors, or any committee of the Board of Directors, together with
travel expenses related to such attendance.
Compensation Committee Interlocks
and Insider Information
The members of the Compensation Committee of the Board of Directors are
Wilbur L. Ross, Jr. and Harvey Weinberg, each of whom is a non-employee
director, and Sy Syms, who is Chairman of the Board and Chief Executive Officer
of the Company (see "Other Transactions").
No executive officer of the Company served during fiscal 1994 (i) as a
member of the compensation committee or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors, of another entity, one of whose executive officers serves on the
compensation committee of the Company; (ii) as a director of another entity, one
of whose executive officers served on the compensation committee of the Company;
or (iii) as a member of the compensation committee or other broad committee
performing equivalent functions or, in the absence of any such committee, the
entire board of directors, of another entity, one of whose executive officers
served as a director of the Company.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Performance
Graph and "Report of the Compensation Committee" shall not be incorporated by
reference into any such filings.
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<PAGE>
Performance Graph
Below is a graph comparing the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return of the Wilshire 5000 Index and the S&P 500 Retail Composite Index
(assuming the investment of $100 on December 31, 1989 in the Company's Common
Stock and in each of these two Indexes, and reinvestment of all dividends).
Comparison of Cumulative Five Year Total Return
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
-------- -------- -------- -------- -------- --------
Syms Corp. .............. $100 $ 66 $ 82 $ 84 $ 82 $ 56
S & P Retail
Composite Index ....... 100 100 157 185 177 159
Wilshire 500 ............ 100 94 127 138 154 151
Report of the Compensation Committee
The Compensation Committee's executive compensation policy strives to
provide compensation rewards based upon both corporate and individual
performance while maintaining a relatively simple compensation program in order
to avoid the administrative costs which the Compensation Committee believes are
inherent in multiple complex compensation plans and agreements. The Company has
no employment agreements with executive officers, and has only one executive
compensation plan, the Option Plan.
The determination of compensation ranges for executive officers reflects a
review of salaries and bonuses for executive officers holding similar positions
in retailers of relatively comparable size and orientation. However, in making
compensation decisions, the Compensation Committee remains cognizant of the
Board of Directors' responsibility to enhance shareholder value. The
Compensation Committee utilizes cash bonuses only in limited circumstances, when
it feels a bonus is merited, based on factors such as an executive's individual
performance and the Company's performance relative to its past performance and
the performance of competitors. The Company provides a long-term incentive to
executives to both remain in the employ of the Company and to strive to maximize
shareholder value through the Option Plan, which aligns the interests of
executives with those of shareholders.
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<PAGE>
Determination of Mr. Sy Syms' compensation as the Company's Chief Executive
Officer reflects Company performance and comparison with chief executive officer
compensation of competitors, but also reflects recognition of his unique,
ongoing contribution to the growth, success and profitability of the Company.
As beneficial owner of 69.9% of the outstanding Common Stock, Mr. Sy Syms
maintains an ongoing and active role in executive compensation matters, and is a
member of the Compensation Committee.
COMPENSATION COMMITTEE
Sy Syms
Wilbur L. Ross, Jr.
Harvey Weinberg
Other Transactions
The Company leases its store in Elmsford, New York of approximately 60,000
square feet from Sy Syms. Sy Syms voluntarily amended the lease as of August 1,
1983 as to its rental provisions based upon independent appraisals. Under the
original and amended leases, the rent payable by the Company consisted of a
fixed annual rent plus a percentage rent based on gross sales of the Elmsford
store. Not more frequently than once every five years, the rental terms may be
adjusted based upon independent appraisals if requested by Sy Syms. Effective
January, 1991, the rental terms were adjusted based upon independent appraisal,
which resulted in a fixed annual rental of $600,000 and the elimination of the
percentage rent based on gross sales. During the fiscal year ended December
31,1994, the Company paid to Sy Syms $600,000 in fixed rent.
Pursuant to loan and stock purchase agreements entered into between Sy Syms
and Stanley Blacker, Inc. in 1987, as subsequently amended, Sy Syms loaned to
Stanley Blacker, Inc. approximately $6,000,000 and became a majority stockholder
and member of the Board of Directors of Stanley Blacker, Inc. During 1990, such
shares were assigned to the Revocable Living Trust. Sy Syms retains the right to
vote such shares. During 1990, Marcy Syms became a member of the Board of
Directors of Stanley Blacker, Inc. Sy Syms and Marcy Syms constitute a majority
of the Board of Directors of Stanley Blacker, Inc. Neither Sy Syms nor Marcy
Syms have received any salary or other cash compensation from Stanley Blacker,
Inc. The Company's purchases of merchandise from Stanley Blacker, Inc., and its
licensee during 1994 was approximately $5,406,000. In addition, during 1991 the
Company entered into an agreement with the licensee to purchase annually
approximately $4,200,000 of suits for a period of five years. The Company
believes the terms upon which it purchases merchandise from Stanley Blacker,
Inc. and the licensee are comparable to those obtained from unrelated third
parties. In addition as of December 31, 1994, the Company advanced funds to
these entities, totaling approximately $3,519,000, for purchases to be received
in 1995. In addition, the Company has guaranteed a letter of credit on behalf of
the licensee totaling approximately $500,000.
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Deloitte & Touche, LLP
as the independent accountants for the Company for fiscal year 1995 and
recommends that stockholders approve such appointment. It is the intention of
the individuals named in the proxy to vote in favor of approval of the
appointment of Deloitte & Touche, LLP unless proxies are voted to the contrary.
The affirmative vote of a majority of the votes cast at the meeting is necessary
for the approval of auditors.
Deloitte & Touche, LLP and its predecessor firms have audited the financial
statements of the Company for more than the past ten fiscal years. A
representative of Deloitte & Touche, LLP is expected to be present at the
meeting and
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<PAGE>
will have an opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions from stockholders.
NOTICE OF 1996 STOCKHOLDER PROPOSALS
Proposals of stockholders, to be considered by the Company for inclusion in
the proxy material for the 1996 Annual Meeting, must be received by the
Company no later than December 8, 1995 and must comply with the proxy
solicitation rules of the Securities and Exchange Commission. Proposals should
be addressed to the Secretary, Syms Corp, Syms Way, Secaucus, New Jersey 07094.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting,
except those set forth in the notice thereof. If other business is properly
presented for consideration at the meeting, it is intended that the proxies will
be voted by the persons named therein in accordance with their judgment on such
matters.
Your cooperation in giving this matter your immediate attention and
returning your proxies will be appreciated.
By Order of the Board of Directors
Stephen A. Merns
Secretary
April 7, 1995
<PAGE>
Syms Corp
Annual Meeting of Stockholders--May 12, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Syms Corp (the "Company"), hereby appoints
Sy Syms and Marcy Syms and each of them (with full power to act without the
others) proxies with full power of substitution, to vote all shares of the
Company held by the undersigned at the Annual Meeting of Stockholders of the
Company (receipt of a copy of the Notice of such meeting and Proxy Statement
being acknowledged) on May 12, 1995, at 10:30 a.m., at the offices of Syms Corp,
Syms Way, Secaucus, New Jersey 07094, upon the following matters and upon such
other business as may properly come before the meeting and any and all
adjournments thereof.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to contrary below) below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Sy Syms, Marcy Syms, Harry C. Kleinman, Wilbur L. Ross, Jr., Harvey
Weinberg
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
- - --------------------------------------------------------------------------------
2. To approve the appointment of Deloitte & Touche, LLP as independent
accountants of the Company for fiscal year 1995.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued and to be dated and signed on reverse side.)
3. In accordance with their best judgment with respect to any other business
that may properly come before the meeting.
In the absence of contrary instructions as provided above, this proxy will
be voted FOR the election as directors of the nominees and FOR Proposal 2. On
any other matters that may come before the meeting this proxy will be voted in
the discretion of the above-named persons.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such shares and hereby ratifies and confirms
all that the above-named individuals or any of them, or their duly appointed
substitute or substitutes, may do by virture hereof.
Dated ............... , 1995
.................... [L.S.]
(NOTE: Please sign exactly as
your name or names appear on
the stock certificate, and
when signing as attorney,
executor, administrator,
trustee or guardian, give your
full title as such. If the
signer is a corporation, sign
the full corporate name by
duly authorized officer.)
