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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No.)
Filed by the Registrant X
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Filed by a Party other than the Registrant |_|
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
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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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:
________________________________________________________________________________
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:_________________________________________________________________
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<PAGE>
SYMS CORP
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 8, 1999
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Syms Corp
(the "Company") will be held at the office of the Company, Syms Way, Secaucus,
New Jersey 07094, on Thursday, July 8, 1999 at 10:30 a.m. for the following
purposes:
1. To elect six (6) 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 1999.
3. To transact such other business as may properly come before the
meeting and any adjournment(s) or postponement(s) thereof.
The close of business on June 1, 1999 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
meeting and only shareholders of record at such time will be so entitled to
vote.
You are cordially invited to attend the meeting in person if possible.
Please sign and date the enclosed proxy and return it in the envelope enclosed
for this purpose, whether or not you plan to attend the meeting. It will assist
us in keeping down the expenses of the meeting if shareholders 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
Kirk R. Oney
Assistant Secretary
Secaucus, New Jersey
June 8, 1999
<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 8, 1999 meeting of
the shareholders of the Company or at any adjournment(s) or postponement(s)
thereof (the "Annual Meeting"). The Annual Meeting will be held at the Company's
executive offices located at Syms Way, Secaucus, New Jersey 07094. 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
shareholders of the Company on or about June 9, 1999.
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, by executing a subsequent
proxy or by electing to vote in person at the Annual Meeting. Mere attendance at
the Annual Meeting will not serve to revoke a proxy. The Company intends to
reimburse brokerage companies and others for forwarding proxy materials to
beneficial owners of shares. The Company is concurrently with the mailing of
this Proxy Statement mailing its Annual Report for its fiscal year ended
February 27, 1999 to shareholders of record on June 1, 1999.
Shareholders 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 Annual Meeting for
quorum purposes but not counted in the tabulations of the votes cast on
proposals presented to shareholders.
PRINCIPAL HOLDERS OF SECURITIES
The outstanding voting shares of the Company as of June 1, 1999 consisted
of 16,463,390 shares of Common Stock, par value $.05 per share ("Common Stock"),
with each share entitled to one vote. Only shareholders of record at the close
of business on June 1, 1999 are entitled to vote at the Annual Meeting.
The following table sets forth the record and beneficial ownership of
shares of Common Stock by each person owning of record or known by the Company
to own beneficially more than five percent (5%) thereof.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON STOCK AS OF
NAME AND ADDRESS OF BENEFICIAL OWNER JUNE 1, 1999 (1) PERCENT OF CLASS
------------------------------------ ------------------------------- ----------------
<S> <C> <C>
Sy Syms(2) 7,281,507 44.2%
Syms Way, Secaucus, New Jersey 07094
Franklin Advisory Services, Inc. 1,748,600 10.6%
777 Mariners Island Blvd, San Mateo, CA 94403
Tweedy, Browne Company L.P. 1,113,636 (3) 6.8%
52 Vanderbilt Avenue, New York, NY 10017
</TABLE>
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(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 by Sy Syms for Laura Merns and (c) 100 shares held by Sy Syms as
custodian for Jillian E. Merns.
(3) Based on information provided in Schedule 13G supplied to the Company on
March 31, 1999.
2
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be elected for the term of one
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 shares 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 such nominees will not be available.
<TABLE>
<CAPTION>
NAME OF DIRECTOR OR NOMINEE FOR ELECTION PRINCIPAL OCCUPATION AGE
---------------------------------------- -------------------- ---
<S> <C> <C>
Sy Syms (1)(2)............................ Chairman of the Board and Director of the Company 73
Marcy Syms (1)(2)......................... Chief Executive Officer/President and Director of 48
the Company
Antone F. Moreira ........................ Vice President, Treasurer and Chief Financial 62
Officer and Director of the Company
Harvey A. Weinberg (3)(4)................. Director of the Company 61
David A. Messer (3)(4).................... Director of the Company 37
Philip G. Barach (4)...................... Director of the Company 69
</TABLE>
- ----------
(1) Member of the Executive Committee of the Company.
(2) Sy Syms is the father of Marcy Syms.
(3) Member of the Stock Option - Compensation Committee of the Company.
(4) Member of the Audit Committee of the Company.
3
<PAGE>
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959. 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. On January 22, 1998, Sy
Syms relinquished his position as Chief Executive Officer to Marcy Syms. Since
that date Mr. Syms has been Chairman of the Board.
MARCY SYMS has been President and a Director of the Company since 1983 and
Chief Operating Officer of the Company since 1984. On January 22, 1998, Marcy
Syms was named Chief Executive Officer/President.
ANTONE F. MOREIRA has been Vice President, Chief Financial Officer and
Treasurer of Syms Corp since May 1997. From 1996 to May 1997, Mr. Moreira was a
financial consultant with Equitable Assurance Society, a financial services
organization. From 1990 to 1995, Mr. Moreira was Executive Vice President and
Chief Financial Officer of Stuarts Department Stores, Inc., a regional discount
department store chain operating in New England. Mr. Moreira has been a Director
of the Company since May 1997.
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. From 1987 to September 1990, he was Chief
Executive Officer and Vice Chairman of the Board of Directors of Hartmarx
Corporation and from 1990 to September 1992, he served as Chairman of such Board
of Directors. He is a trustee of Glimcher Realty Trust, a real estate investment
trust. He has been a Director of the Company since 1992.
DAVID A. MESSER has been President of Sempra Energy Trading Corp. (formerly
known as AIG Trading Company), a subsidiary of American International Group,
Inc., since January 1994. Prior to January 1994, Mr. Messer was a Senior Vice
President of Sempra Energy Trading Corp. where he has been employed since March
1990. He has been a Director of the Company since July 1996.
PHILIP G. BARACH has been a consultant since March 1993. From 1968 to March
1993 he was Chairman of the Board, President and Chief Executive Officer of
United States Shoe Corp., a manufacturer and retailer of footwear, apparel and
eyewear. He is a member of the Board of the Directors of Bernard Chaus, Inc., a
manufacturer of women's apparel, Glimcher Realty Trust, a real estate investment
trust, R.G. Barry Corp., a manufacturer of foldable slippers and heat/cold
preservation products, and Union Central Insurance Co., a life insurance
company. He has been a Director of the Company since July 1996.
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.
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended February 27, 1999 there were four
meetings of the Board of Directors. Each director, with the exception of Wilbur
L. Ross, Jr., attended at least 75% of the fiscal 1998 meetings of the Board of
Directors and the committees of which he or she was a member during the 1998
fiscal year. 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 and Harvey
A. Weinberg. The Audit Committee met once during fiscal 1998.
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 1998.
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 David A. Messer and Harvey A. Weinberg. The
Stock Option - Compensation Committee met once during fiscal 1998.
In fiscal year ended February 27, 1999, William L. Ross, Jr. was a member
of the Audit Committee and the Stock Option - Compensation Committee. Effective
March 15, 1999, Mr. Ross resigned from the Board of Directors.
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. Directors who are officers or employees of
the Company do not receive any additional compensation by reason of their
service as directors.
EXECUTIVE OFFICERS
The information with respect to the executive officers of the Company is
incorporated herein by reference to the Company's definitive Form 10K for the
fiscal year ended February 27, 1999 filed with the Securities and Exchange
Commission on May 12, 1999.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of Common
Stock as of June 1, 1999, 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. Each person named in the table has
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by such person, except as otherwise set forth in the
notes to the table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME OF BENEFICIAL OWNER OF COMMON STOCK AS OF JUNE 1, 1999 CLASS
------------------------ ---------------------------------- ----------
<S> <C> <C>
Sy Syms................................. 7,281,507 (1) 44.2%
Marcy Syms.............................. 869,575 (2)(3) 5.3%
Ronald Zindman.......................... 40,500 (2) *
Harvey A. Weinberg...................... 200 *
Allen Brailsford........................ 2,200 *
Philip G. Barach........................ 3,000 *
David A. Messer......................... 2,000 *
Antone F. Moreira....................... -- *
All directors and executive officers
as a group (13 persons)............ 8,198,982 49.8%
</TABLE>
- ----------
* Less than one percent.
(1) Includes (a) 7,052,145 shares held in the Sy Syms Revocable Living Trust,
(b) 229,262 shares held by Sy Syms 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, 1999.
(3) In addition, 464,145 shares are held by the Estate of Stephen A. Merns as
to which Marcy Syms is Co-Executor and Co-Trustee.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for the last 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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM ALL OTHER
COMPENSATION (2) COMPENSA-
NAME AND PRINCIPAL POSITION YEAR (1) SALARY BONUS OPTIONS/SARS TION (3)
--------------------------- -------- --------------- ------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
Sy Syms............................ 1998 $824,980 (4)(5) $ 0 0 $3,034
Chairman of the Board 1997 $824,980 (4)(5) $ 0 0 $4,475
1996 $824,980 (4)(5) $ 0 0 $2,306
Marcy Syms ........................ 1998 $469,000 (4) $40,000 200,000 $3,034
Chief Executive Officer/President 1997 $469,000 (4) $ 0 25,000 $4,475
1996 $469,000 (4) $ 0 0 $2,306
Ronald Zindman..................... 1998 $299,988 $10,000 0 $3,034
Executive Vice President- 1997 $299,988 $10,000 0 $4,475
General Merchandise Manager 1996 $233,000 $10,000 100,000 $3,616
Allen Brailsford................... 1998 $119,200 $10,000 0 $2,392
Vice President - Operations 1997 $114,400 $10,000 0 $3,908
1996 $103,800 $10,000 0 $2,423
Antone F. Moreira.................. 1998 $128,290 $ 2,500 0 $1,107
Vice President, Treasurer 1997 $ 96,200 $ 2,500 0 $ 0
and Chief Financial Officer
</TABLE>
- ----------
(1) The compensation reported for fiscal years ended February 27, 1999, February
28, 1998 and March 1, 1997 reflects annual salaries for a 52-week period.
(2) 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.
(3) Company's contributions to a defined contribution profit sharing retirement
plan.
(4) Sy Syms is paid at a weekly rate of $15,865 and Marcy Syms is paid at a
weekly rate of $9,019.
(5) Excludes payments made under the lease of the Elmsford store. See "Related
Transactions."
7
<PAGE>
OPTION/SAR
GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
during fiscal 1998 to the executive officers named in the Summary Compensation
Table and related value information. No stock appreciation rights ("SARs") were
granted to the named executive officers. All grants were made pursuant to the
Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUES
---------------------------------------------------------- AT ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION
OPTIONS/SARS FOR OPTION TERM
OPTIONS/ GRANTED TO EXERCISE OF COMPOUNDED ANNUALLY
SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED FISCAL 1998 ($/SHARE) (2) DATE 5% 10%
- ---- ----------- ------------ ------------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Marcy Syms 200,000 (1) 100% $10.6875 10/2/08 672,131 1,703,312
</TABLE>
- ----------
(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 1998 by the executive officers named in the Summary
Compensation Table and the value of unexercised options held by them at year
end.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE -MONEY
NUMBER OF OPTIONS/SARS AT FISCAL OPTIONS/SARS
SHARES YEAR END (1) AT FISCAL YEAR END (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 2,500 17,625 312,500 0 6,094 0
Ronald Zindman 0 0 40,500 50,000 0 0
Allen Brailsford 0 0 2,000 0 1,625 0
Brailsford
</TABLE>
- ----------
(1) No SARs are held.
(2) Based upon a closing price of $7.9375 per share of Common Stock on the New
York Stock Exchange on February 27, 1999.
8
<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:
<TABLE>
<CAPTION>
HIGHEST FIVE 5 15 25
YEAR AVERAGE YEARS OF YEARS OF YEARS OF
COMPENSATION PARTICIPATION PARTICIPATION PARTICIPATION
- ------------ ------------- ------------- -------------
<S> <C> <C> <C>
$ 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
</TABLE>
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. A participant's interest
vests over a seven 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 seven 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. 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, 1998: Sy Syms, 25 or more years;
Marcy Syms, 21 or more years; Ronald Zindman, 9 years; and Allen Brailsford, 14
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.
9
<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.
Pursuant to the agreement, Mr. Zindman is to receive a minimum salary of
$225,000 per year from inception through March 1, 1997; $300,000 per year for
the next succeeding three years; $350,000 per year for the next succeeding three
years; $400,000 per year for the next succeeding three years; and $450,000 per
year for the final three years of the agreement. The agreement is to remain in
effect until March 1, 2009. Termination of the agreement 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 PARTICIPATION
During August 1997, the Board of Directors approved the combination of the
Stock Option and Compensation Committees into a Stock Option - Compensation
Committee. All the members of this Committee are non-employee directors and none
has any direct or indirect material interest in or relationship with the Company
outside of his position as a director. They are: Harvey A. Weinberg and David A.
Messer.
No executive officer of the Company served during fiscal 1998 (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 Shareholders return on the
Company's Common Stock for the last six fiscal years (beginning December 31,
1993 and ending February 27, 1999) with the cumulative total return of the
Wilshire 5000 Index and the S&P Retail Composite Index (assuming (i) the
investment of $100 on December 31, 1993 in the Company's Common Stock and in
each of these two Indexes, (ii) reinvestment of all dividends and (iii) no
payment of brokerage or other commissions or fees).
[GRAPHICAL REPRESENTATION]
<TABLE>
<CAPTION>
12/31/93 12/31/94 3/1/96 2/28/97 2/27/98 2/26/99
-------- -------- ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Syms Corp 100 68 81 95 142 82
S&P Retail 100 90 104 123 187 271
Wilshire 5000 100 97 136 162 215 242
</TABLE>
10
<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 Sy Syms and 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
Harvey A. Weinberg
David A. Messer
11
<PAGE>
RELATED TRANSACTIONS
The Company leases from Sy Syms its store in Elmsford, New York. Sy Syms
voluntarily amended the rental provisions of the lease as of August 1, 1983
based upon independent appraisals. Under the original lease, as amended, 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 an independent
appraisals if requested by Sy Syms. Effective January, 1991, the rental terms
were adjusted based upon an 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 27, 1999, the Company paid to
Sy Syms $600,000 in fixed rent.
On November 22, 1996, the Company loaned the Marcy Syms Revocable Trust
$500,000 for personal purposes, which loan was repaid in full during the fiscal
year ended February 27, 1999. The loan was originally due November 22, 2001,
bore interest at 6.6% per annum (the then Federal Mid-Term Rate) and was secured
by a mortgage on real estate.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) Beneficial Ownership Reporting Compliance of the Securities
Exchange Act of 1934, as amended, requires officers and directors, and persons
who own more than 10% of a registered class of the Company's equity securities,
to file initial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 and 5), of Common Stock of the Company
with the Securities and Exchange Commission. Executive officers, directors and
greater than 10% shareholders are required to furnish the Company with copies of
all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required, all filing requirements
applicable to its executive officers, directors, and greater than 10%
shareholders were met.
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 1999 and recommends
that shareholders 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 shareholders.
12
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OTHER MATTERS
The Board of Directors does not know of any matters to be brought before the
Annual Meeting, except those set forth in the notice thereof. If other business
is properly presented for consideration at the Annual Meeting, the persons named
in the accompanying form of proxy intend to vote the proxies therein in
accordance with their best judgment on such matters.
NOTICE OF SHAREHOLDER PROPOSALS
Proposals of shareholders, to be considered by the Company for inclusion in
the proxy material for the annual meeting in 2000, must be received by the
Company not later than February 8, 2000 and must comply with the proxy
solicitation rules of the Securities and Exchange Commission. In accordance with
Rule 14(a) - 4(c) (1) of the Securities Exchange Act of 1934, as amended,
management proxy holders intend to use their discretionary voting authority with
respect to any shareholder proposal raised at the annual meeting in 2000 as to
which the proponent fails to notify the Company on or before April 24, 2000 (45
days prior to the date on which this Proxy Statement was first mailed to
shareholders).
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the fiscal year ended February 27, 1999,
including financial statements, is being mailed to shareholders of the Company
with this Proxy Statement. The Annual Report does not constitute a part of the
Proxy Solicitation materials. Shareholders may without charge, obtain copies,
excluding certain exhibits, of the Company's annual report on Form 10-K filed
with the Securities and Exchange Commission. Requests for this report should be
addressed to Investor Relations, Syms Corp, Syms Way, Secaucus, New Jersey
07094.
Your cooperation in giving this matter your immediate attention and
returning your proxies will be appreciated.
By Order of the Board of Directors
Kirk R. Oney
Assistant Secretary
June 8, 1999
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SYMS CORP
ANNUAL MEETING OF STOCKHOLDERS JULY 8, 1999
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
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 8, 1999 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.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
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| SIDE |
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
SYMS CORP
JULY 8, 1999
\/ Please Detach and Mail in the Envelope Provided \/
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PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
WITHHELD
FOR all nominees AUTHORITY
listed at right to vote for all
(except as marked to nominees listed
1. Election of the contrary 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: Harvey Weinberg
Philip G. Barach
David A. Messer
_________________________________________
FOR AGAINST ABSTAIN
2. To approve the appointment of Deloitte & [ ] [ ] [ ]
Touche LLP as independent accountants
of the Company for fiscal year 1999.
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:__________, 1999
(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.)
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