SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
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Check the appropriate box
Preliminary Proxy Statement
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X Definitive Proxy Statement
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Syms Corp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
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Fee computed on table below per Exchange Act Rules 14a(6)(i)(4) and 0-11.
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1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total Fee Paid:
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Fee paid previously with preliminary materials
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- --- 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>
SYMS CORP
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 1998
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Syms Corp
(the "Company") will be held at the office of the Company, Syms Way, Secaucus,
New Jersey 07094, on Thursday, July 9, 1998 at 10:30 A.M. for the following
purposes:
1. To elect eight (8) 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 1998.
3. To transact such other business as may properly come before the
meeting.
The close of business on June 1, 1998 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 Items 1 and 2 above.
By Order of the Board of Directors
STEPHEN A. MERNS
Secretary
Secaucus, New Jersey
June 9, 1998
<PAGE>
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 July 9, 1998 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 June 9, 1998.
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 for 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, by notifying American Stock Transfer & Trust
Co., 40 Wall Street, New York, NY 10005 in writing, or by executing a subsequent
proxy. 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 February 28, 1998 to stockholders of record on June 1,
1998.
Stockholders vote at the annual meeting by casting ballots (in person or by
proxy) which are tabulated by a representative of the Company's independent
transfer agent appointed to serve as Inspector of Election at the meeting and
who has 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.
PRINCIPAL HOLDERS OF SECURITIES
The outstanding voting stock of the Company as of June 1, 1998 consisted of
17,723,340 shares of Common Stock, par value $.05 per share ("Common Stock"),
with each share entitled to one vote. Only stockholders of record at the close
of business on June 1, 1998 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 STOCK AS OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER JUNE 1, 1998(1) OF CLASS
- ------------------------------------ ------------------ --------
Sy Syms(2) .................................... 7,281,507 40.8%
Syms Way, Secaucus, New Jersey 07094
Franklin Advisory Services, Inc. .............. 1,234,700 6.9%
777 Mariners Island Blvd, San Mateo, CA
Tweedy, Browne Company L.P. ................... 1,125,484 6.3%
52 Vanderbilt Avenue, NY, NY 10017
Goldman Sachs & Co ............................ 926,700 5.2%
85 Broad Street, NY, NY 10004
- ----------
(1) Sole voting and investment power unless otherwise stated.
(2) Includes (a) 7,052,145 shares held of record by the Sy Syms Revocable Living
Trust dated March 17, 1989, as amended (the "Sy Syms Revocable Living
Trust;" Sy Syms retains the sole voting power of such shares and the right
to revoke the Sy Syms Revocable Living Trust at any time), (b) 229,262
shares held for Laura Merns and (c) 100 shares held as custodian for
Jillian E. Merns.
1
<PAGE>
ELECTION OF DIRECTORS
At the meeting, eight (8) 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 plurality 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 as 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.
NAME OF DIRECTOR OR
NOMINEE FOR ELECTION PRINCIPAL OCCUPATION AGE
-------------------- -------------------- ---
Sy Syms (1) (2) ................ Chairman of the Board of the Company 72
Marcy Syms (1) (2).............. Chief Executive Officer/
President of the Company 47
Wilbur L. Ross, Jr. (3) (4) .... Managing Director of Rothschild Inc. 60
Harvey A. Weinberg (3) (4)...... Consultant 60
Philip G. Barach (4) .......... Consultant 68
David A. Messer (3)(4) ......... President of Sempra Energy Trading Corp. 37
Stephen A. Merns (2)............ Vice President, Secretary and Merchandise
Manager Men's Tailored Clothing 45
Antone F. Moreira .............. Vice President, Treasurer and Chief
Financial Officer of the Company 61
- ----------
(1) Member of the Executive Committee of the Company.
(2) Sy Syms is the father of Marcy Syms and Stephen A. Merns.
(3) Member of the Stock Option -- Compensation Committee of the Company.
(4) Member of the Audit Committee of the Company.
SY SYMS has been Chairman of the Board and a Director of the Company and/or
its predecessors since 1959 and was Chief Executive Officer of the Company
and/or its predecessors throughout this period until January 1998. Mr. Syms was
Chief Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a
Director of Israel Discount Bank of New York since December 1991.
MARCY SYMS has been Chief Executive Officer/President of the Company since
January 1998. Previously, she was President of the Company since 1983 and Chief
Operating Officer of the Company since 1984. She has been a Director of the
Company since 1983.
WILBUR L. ROSS, JR. has been a Managing Director of Rothschild Inc. since
1976. He is a member of the Board of Directors of Mego Corp. He has been a
Director of the Company since 1983.
2
<PAGE>
HARVEY A. 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 Vice Chairman of the Board of Directors of Hartmarx from
1987 to 1990. He is a member of the Board of Directors of Mayrich Corp (a
retailer of men's sportswear in the New England area) and a trustee of Glimcher
Realty Trust (a real estate investment trust). He has been a Director of the
Company since December 1992.
PHILIP G. BARACH has been a consultant since March 1993. From 1968 to March
1993 he was Chairman of the Board or Chairman of the Board, President and Chief
Executive Officer of United States Shoe Corp. (manufacturer and retailer of
footwear, apparel and eyewear). He is a member of the Board of the Directors of
Bernard Chaus, Inc. (manufacturer of women's apparel), R.G. Barry Corp.
(manufacturer of foldable slippers and heat/cold preservation products) and
Union Central Insurance Co. (life insurance) and a trustee of Glimcher Realty
Trust (a real estate investment trust). He has been a Director of the Company
since July 1996.
DAVID A. MESSER has been President of Sempra Energy Trading Corp.
(commodities trading) since January 1998 and was President of its predecessor
corporation AIG Trading Corporation, then a subsidiary of American International
Group, Inc., from January 1994 to January 1998. Prior to January 1994, Mr.
Messer was a Senior Vice President of AIG Trading Corporation, where he was
employed from March 1990. He has been a Director of the Company since July 1996.
STEPHEN A. MERNS has been Vice President, Secretary and Merchandise Manager
Men's Tailored Clothing of the Company since January 1, 1986. He was Vice
President and a buyer of men's haberdashery of Syms Inc. from 1980 through 1985
and Secretary of Syms Inc. from 1983 through 1985. He has been a Director of the
Company since July 1996.
ANTONE F. MOREIRA has been Vice President, Treasurer and Chief Financial
Officer of the Company since May 1997. From 1996 to May 1997 Mr. Moreira was a
financial consultant with Equitable Life Assurance Society of the United States,
a financial services organization. From 1990 to 1995, Mr. Moreira was Executive
Vice President, Chief Financial Officer of Stuarts Department Stores, Inc., a
regional discount department store chain operating in New England.
During the fiscal year ended February 28, 1998, there were five meetings of
the Board of Directors. Each director attended at least 75% of the fiscal 1997
meetings of the Board of Directors and the committees of which he or she was a
member during the 1997 fiscal year.
During 1994 HSSI, Inc., of which Mr. Weinberg was President, Chief
Executive Officer and a Director, filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors include an Audit Committee, an
Executive Committee and a Stock Option - 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
members of the Audit Committee are Philip G. Barach, David A. Messer, Wilbur L.
Ross, Jr., and Harvey A. Weinberg. The Audit Committee met once during fiscal
1997.
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 members of the
Executive Committee are Sy Syms and Marcy Syms. The Executive Committee did not
meet during fiscal 1997.
3
<PAGE>
The Stock Option -- Compensation Committee reviews and recommends to the
Board of Directors renumeration arrangements and compensation plans for the
Company's officers and key employees and 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 members of the Stock
Option - Compensation Committee are Wilbur L. Ross, Jr., David A. Messer and
Harvey A. Weinberg. The Stock Option -- Compensation Committee did not meet
during fiscal 1997.
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
COMMON STOCK AS OF PERCENT
NAME OF BENEFICIAL OWNER JUNE 1, 1998 OF CLASS(1)
- ------------------------ ------------------ -----------
Sy Syms.................................... 7,281,507(1) 40.8%
Marcy Syms................................. 682,075(2) 3.8%
Ronald Zindman............................ 28,000(2) *
Stephen A. Merns........................... 730,775 4.1%
Harvey A. Weinberg......................... 200 *
Allen Brailsford........................... 2,200 *
Philip G. Barach........................... 3,000 *
David A. Messer............................ -- *
Antone F. Moreira.......................... -- *
All directors and executive officers as a
group (13 persons)....................... 8,830,757 49.9%
- ----------
* Less than one percent.
(1) Includes (a) 7,052,145 shares held in the Sy Syms Revocable Living Trust,
(b) 229,262 shares held for Laura Merns and (c) 100 shares held by Sy Syms
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 June 1, 1998.
4
<PAGE>
<TABLE>
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.
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION(1) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS(*) COMPENSATION(2)
- --------------------------- ---- ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Sy Syms............................ 1997 $824,988(3)(4) 0 0 $4,475
Chairman of the Board 1996 $824,988(3)(4) 0 0 $3,316
1995 $855,756(3)(4) 0 0 $2,306
Marcy Syms ........................ 1997 $469,000(3)(5) 0 0 $4,475
Chief Executive Officer/ 1996 $469,000(3)(5) 0 0 $3,616
President 1995 $515,154(3)(5) 0 0 $2,306
Ronald Zindman..................... 1997 $299,988 $10,000 0 $4,475
Executive Vice President- 1996 $233,000 $10,000 100,000 $3,616
General Merchandise Manager 1995 $206,000 0 0 $2,306
Stephen A. Merns................... 1997 $156,000 $ 7,000 0 $4,475
Vice President, Secretary and 1996 $145,200 0 0 $3,441
Merchandise Manager -- Men's 1995 $137,800 0 0 $2,069
Tailored Clothing
Allen Brailsford................... 1997 $114,400 $10,000 0 $3,908
Vice President -- Operations 1996 $103,800 $10,000 0 $2,423
1995 $100,200 0 0 $1,453
- --------------
(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) Mr. Sy Syms is paid at a weekly rate of $15,865.15 and Ms. Marcy Syms is paid at a weekly rate of
$9,019.23. The compensation reported for Mr. Syms and Ms. Syms for the years ended February 28, 1998
and March 1, 1997 is for 52 weeks and for March 2, 1996 is for 53 weeks.
(4) Excludes payments made under the lease of the Elmsford store. See "Other Transactions."
(5) Includes payment of $300,000 for the fiscal years ended February 28, 1998, March 1, 1997 and March 2,
1996 by Syms Advertising, Inc., a subsidiary of the Company, as performance fees for advertising during
such years.
</TABLE>
5
<PAGE>
<TABLE>
OPTION/SAR
GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted during fiscal 1997 to the executive
officers named in the Summary Compensation Table and related value information. No stock appreciation rights
("SARs") were granted to the named executive officers. All grants were made pursuant to the Option Plan.
<CAPTION>
INDIVIDUAL GRANTS
POTENTIAL REALIZED VALUES
AT ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION
OPTIONS/SARS FOR OPTION TERM
OPTIONS/ GRANTED TO EXERCISE OR COMPOUNDED ANNUALLY
SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL 1997 ($/SHARE)(2) DATE 5% 10%
- ---- ------- ------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Marcy Syms Merns ....... 25,000(1) 100% $9.875 5/12/2007 $155,258 $393,455
- --------------
(1) Consists of stock options at a per share option exercise price equal to the fair market value of the
Company's Common Stock on the date of the grant. The term of the option is ten years.
(2) The exercise price may be paid by delivery of already owned shares of the Company's Common Stock.
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 fiscal 1997 by the
executive officers named in the Summary Compensation Table and the value of unexercised options held by them at
year end.
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS/SARS AT FISCAL IN-THE-MONEY
SHARES YEAR END (1) OPTIONS/SARS (2)
ACQUIRED ON VALUE --------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sy Syms .............. 0 $ 0 0 0 $ 0 0
Marcy Syms ........... 10,000 42,500 115,000 0 495,000 0
Ronald Zindman ....... 12,500 70,438 15,500 75,000 82,313 421,875
Allen Brailsford ..... 4,000 19,588 2,000 0 13,000 0
Stephen A. Merns ..... 4,000 15,588 0 0 0 0
- --------------
(1) No SARs are held.
(2) Based upon a closing price of $13.625 per share of Common Stock on February 28, 1998.
</TABLE>
6
<PAGE>
PENSION PLAN
The following table sets forth the estimated annual benefits payable on
retirement to persons in specified renumeration and years of participation
classifications under the Company's defined benefit pension plan (the "Pension
Plan") for employees not covered under collective bargaining agreements:
HIGHEST FIVE
YEAR 5 15 25
AVERAGE YEARS OF YEARS OF YEARS OF
COMPENSATION PARTICIPATION PARTICIPATION PARTICIPATION
- ------------ ------------- ------------- -------------
$ 50,000 .................. $1,900 $ 5,700 $ 9,500
75,000 .................. 2,850 8,550 14,250
100,000 .................. 3,800 11,400 19,000
125,000 .................. 4,750 14,250 23,750
150,000 .................. 5,700 17,100 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 $160,000 (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, 1997: Sy Syms, 15 or more years; Marcy Syms, 15
or more years; Ronald Zindman , 8 years; Stephen A. Merns, 15 or more years; and
Allen Brailsford, 13 or more 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 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.
7
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement dated November 1, 1996
with its Executive Vice President - General Merchandise Manager, Ronald Zindman.
The agreement stipulates a minimum yearly salary of $225,000 per year from
inception through March 1, 1997; $300,000 per year for the next succeeding three
(3) years; $350,000 per year for the next succeeding three (3) years; $400,000
per year for the next succeeding three (3) years and $450,000 per year for the
final three (3) years of the Agreement. The Agreement is to remain in effect
until March 1, 2009. Termination by the Company before that date will require a
payment to Mr. Zindman equal to 150% of one year's salary (at the employee's
then current rate). If this agreement is terminated by the employee prior to its
final term, the Company must pay to the employee a sum equal to 60% of one
year's salary (also at the employee's then current rate).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER INFORMATION
During August 1997, the Board approved the combination of the Stock Option
and Compensation Committees into a Stock Option - Compensation Committee. The
members of this newly formed Committee are all outside Directors. They are:
Wilbur L. Ross, Jr., Harvey A. Weinberg and David A. Messer.
No executive officer of the Company served during fiscal 1997 (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
Stock Option - 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 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 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.
PERFORMANCE GRAPH
Below is a graph comparing the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years (beginning December 31,
1992 and ending February 28, 1998) with the cumulative total return of the
Wilshire 5000 Index and the S&P Retail Composite Index (assuming the investment
of $100 on December 31, 1992 in the Company's Common Stock and in each of these
two Indexes, and reinvestment of all dividends).
================================================================================
[GRAPHICAL REPRESENTATION OF CHART BELOW]
12/31/92 12/31/93 12/30/94 03/02/96 03/01/97 02/28/98
-------- -------- -------- -------- -------- --------
Syms Corp 100 97 66 78 92 138
S&P Retail 100 94 85 98 116 176
Wilshire 5000 100 109 106 148 176 233
================================================================================
8
<PAGE>
REPORT OF THE STOCK OPTION -- COMPENSATION COMMITTEE
The Stock Option - 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 Stock Option - Compensation
Committee believes are inherent in multiple complex compensation plans and
agreements. The Company has only one employment agreement with an executive
officer, Ronald Zindman, 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 Stock Option - Compensation Committee remains
cognizant of the Board of Directors' responsibility to enhance shareholder
value. The Stock Option - Compensation Committee utilizes cash bonuses, 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 has available a long-term incentive
for 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.
Determination of Mr. Sy Syms and Ms. Marcy Syms' compensation as the
Company's Chief Executive Officer prior to and after January 1998, respectively,
reflects Company performance and comparison with chief executive officer
compensation of competitors, but also reflects recognition of Mr. Syms unique,
ongoing contribution to the growth, success and profitability of the Company.
STOCK OPTION - COMPENSATION COMMITTEE
Wilbur L. Ross, Jr.
Harvey A. Weinberg
David A. Messer
9
<PAGE>
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 February 28,
1998, 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. ("SBI") in 1987, as subsequently amended, Sy Syms
personally loaned to SBI approximately $6,000,000 and became a majority
stockholder and member of the Board of Directors of SBI. During 1990, such
shares were assigned to the Sy Syms 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 SBI. Sy Syms and Marcy Syms constitute a majority of the Board
of Directors of SBI. Neither Sy Syms nor Marcy Syms have received any salary or
other cash compensation from SBI. The Company's purchases of merchandise from
SBI during fiscal 1997 was approximately $453,000. The Company believes the
terms upon which it purchases merchandise from SBI and the licensee are
comparable to those obtained from unrelated third parties.
On November 22, 1996 the Company loaned the Marcy Syms Revocable Trust
$500,000 toward the purchase of a house for Ms. Syms in Westchester County, New
York. The loan is evidenced by the Trust's note, which is guaranteed by Ms.
Syms, and is secured by a first priority mortgage on the real estate purchased.
The note bears interest at the rate of 6.6% per annum (the then Federal Mid-Term
Rate), payable annually, and the principal of the note is due November 22, 2001.
The loan balance has been reduced by prepayment to $200,000 as of February 28,
1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Robert Syms inadvertenty failed to timely file a Form 3 upon becoming an
officer of the Company in 1998. Such report was subsequently filed.
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 1998 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 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.
10
<PAGE>
NOTICE OF 1999 STOCKHOLDER PROPOSALS
Proposals of stockholders, to be considered by the Company for inclusion in
the proxy material for the fiscal 1998 Annual Meeting, must be received by the
Company no later than February 9, 1999 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
June 9, 1998
11
<PAGE>
SYMS CORP
ANNUAL MEETING OF STOCKHOLDERS JULY 9, 1998
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
other) 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 July 9, 1998 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.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
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| SEE REVERSE |
| SIDE |
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<PAGE>
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
WITHHELD
FOR all nominees AUTHORITY
listed at right to vote
(except as marked to for all
the contrary nominees listed
1. Election of below) at right
Directors. [ ] [ ]
Nominees: Sy Syms
INSTRUCTIONS: To withhold authority to vote for Marcy Syms
any individual nominee, write that nominee's Antone F. Moreira
name in the space provided below: Wilbur L. Ross, Jr.
Harvey Weinberg
Philip G. Barach
David A. Messer
_________________________________________ Stephen A. Merns
FOR AGAINST ABSTAIN
2. To approve the appointment of Deloitte & [ ] [ ] [ ]
Touche LLP as independent accountants
of the Company for fiscal year 1998.
3. In accordance with their best judgment with respect to any other business
that may properly come before the meeting or any and all adjournments
thereof.
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 virtue hereof.
SIGNATURE(S) _________________________________________ DATED:__________, 1998
(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 full title as such. If the signer is a
corporation, sign the full corporate name by duly authorized officer.)
