SYMS CORP
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JULY 27, 2000
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 27, 2000 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 2000.
3. To approve an amendment to the Syms Corp Amended and Restated
Incentive Stock Option and Appreciation Plan increasing the number of
shares of Common Stock that may be issued from 1,000,000 to 1,500,000.
4. 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 21, 2000 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, 2 and 3
above.
By Order of the Board of Directors
Kirk R. Oney
Assistant Secretary
Secaucus, New Jersey
June 21, 2000
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON JULY 27, 2000
The accompanying form of proxy is solicited on behalf of the Board of
Directors of Syms Corp (the "Company") for use at the July 27, 2000 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 21, 2000.
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, for the ratification of the appointment of Deloitte &
Touche LLP as independent accountants and for the adoption of the amendment to
the Company's Amended and Restated Incentive Stock Option and Appreciation Plan
increasing the number of shares available for issuance. 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 26, 2000 to
shareholders of record on June 21, 2000.
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 21, 2000 consisted
of 15,959,790 shares of Common Stock, par value $0.05 per share ("Common
Stock"), with each share entitled to one vote. Only shareholders of record at
the close of business on June 21, 2000 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 21, 2000 (1) PERCENT OF CLASS
------------------------------------ -------------------------------- ----------------
<S> <C> <C>
Sy Syms(2) 6,231,507 39.0%
Syms Way, Secaucus, New Jersey 07094
Marcy Syms Merns (3) (4)
Syms Way, Secaucus, New Jersey 07094 1,982,075 12.4%
Franklin Advisory Services, Inc.
777 Mariners Island Blvd, San Mateo, CA 94403 1,651,500 10.3%
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON STOCK AS OF
NAME AND ADDRESS OF BENEFICIAL OWNER JUNE 21, 2000 (1) PERCENT OF CLASS
------------------------------------ -------------------------------- ----------------
<S> <C> <C>
Tweedy, Browne Company L.P.
52 Vanderbilt Avenue, New York, NY 10017 1,113,636 7.0%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, Santa Monica, CA 90401 1,047,200 6.6%
</TABLE>
---------------
(1) Sole voting and investment power unless otherwise stated.
(2) Includes (a) 6,002,145 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) In addition, 408,145 shares are held by the Estate of Stephen A. Merns as
to which Marcy Syms is Co-Executor.
(4) Includes certain options granted in fiscal year 1999 subject to shareholder
approval of an amendment to the Company's Amended and Restated Incentive
Stock Option and Appreciation Plan to increase the number of shares of
common stock for which options may begranted under the plan.
ELECTION OF DIRECTORS
PROPOSAL 1
At the Annual Meeting, five 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 74
Marcy Syms (1) (2)............................ Chief Executive Officer/President and Director of 49
the Company
Antone F. Moreira............................. Vice President, Treasurer and Chief Financial 63
Officer and Director of the Company
Harvey A. Weinberg (3) (4).................... Director of the Company 62
David A. Messer(3)(4)......................... Director of the Company 38
</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.
2
<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., a
subsidiary of Sempra Energy, Inc., since January 1998. Prior to January 1998,
Mr. Messer was President of AIG Trading Corp. where he had been employed since
March 1990. He has been a Director of the Company since July 1996.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. PROXIES SOLICITED HEREBY WILL
BE VOTED FOR EACH NOMINEE NAMED ABOVE UNLESS A VOTE AGAINST A NOMINEE OR AN
ABSTENTION IS SPECIFICALLY INDICATED.
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended February 26, 2000 there were four
meetings of the Board of Directors. Each director attended all of the fiscal
1999 meetings of the Board of Directors and the committees of which he or she
was a member during the 1999 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 David A. Messer and Harvey A. Weinberg. The
Audit Committee met once during fiscal 1999.
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 1999.
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 1999.
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
$2,500 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 10-K for the
fiscal year ended February 26, 2000 filed with the Securities and Exchange
Commission on May 22, 2000.
4
<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 21, 2000, 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 21, 2000 CLASS
------------------------ ----------------------------------- ----------
<S> <C> <C>
Sy Syms.................................... 6,231,507(1) 39.0%
Marcy Syms................................. 1,982,075(2)(3)(4) 12.4%
Ronald Zindman............................ 73,300(2)(4) *
Harvey A. Weinberg......................... 200 *
Allen Brailsford........................... 3,200(4) *
David A. Messer............................ 3,000 *
Antone F. Moreira.......................... 1,000(4) *
All directors and executive officers as a
group (11 persons)......................... 8,298,282(1)
-------------
</TABLE>
* Less than one percent.
(1) Includes (a) 6,002,145 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
Company's Amended and Restated Incentive Stock Option and Appreciation
Plan and either currently exercisable or exercisable within 60 days after
June 21, 2000.
(3) In addition, 408,145 shares are held by the Estate of Stephen A. Merns as
to which Marcy Syms is Co-Executor.
(4) Includes certain options granted in fiscal year 1999 subject to
shareholder approval of an amendment to the Company's Amended and Restated
Incentive Stock Option and Appreciation Plan to increase the number of
shares of common stock for which options may be granted under the plan.
5
<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> <C>
Sy Syms............................ 1999 $824,980 (4)(5) $ 0 0 $ 369
Chairman of the Board 1998 $824,980 (4)(5) $ 0 0 $3,034
1997 $824,980 (4)(5) $ 0 0 $4,475
Marcy Syms ........................ 1999 $513,988 (4) $ 0 312,500(6) $ 369
Chief Executive Officer/President 1998 $469,000 (4) $40,000 200,000 $3,034
1997 $469,000 (4) $ 0 25,000 $4,475
Ronald Zindman..................... 1999 $299,988 $ 0 90,500(6) $ 369
Executive Vice President- 1998 $299,988 $10,000 0 $3,034
General Merchandise Manager 1997 $299,988 $10,000 0 $4,475
Antone F. Moreira................. 1999 $133,000 $ 0 5,000(6) $ 308
Vice President, Treasurer 1998 $128,290 $ 2,500 0 $1,107
and Chief Financial Officer 1997 $ 96,200 $ 2,500 0 $ 0
Allen Brailsford................... 1999 $123,350 $ 0 5,000(6) $ 303
Vice President - Operations 1998 $119,200 $10,000 0 $2,392
1997 $114,400 $10,000 0 $3,908
</TABLE>
------------
(1) The compensation reported for fiscal years ended February 26, 2000,
February 27, 1999 and February 28, 1998 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 $10,519.
(5) Excludes payments made under the lease of the Elmsford store. See "Related
Transactions."
(6) Includes certain options granted in fiscal year 1999 are subject to
shareholder approval of an amendment to the Company's Amended and Restated
Incentive Stock Option Plan to increase the number of shares of common
stock for which options may be granted under the plan.
6
<PAGE>
OPTION/SAR
GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
during fiscal 1999 to the executive officers named in the Summary Compensation
Table and related value information. No stock appreciation rights ("SARs") were
granted to the named executive officers. All grants were made pursuant to the
Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS/SARS FOR OPTION TERM
OPTIONS/ GRANTED TO EXERCISE OF COMPOUNDED ANNUALLY ($)
SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL 1999 ($/SHARE)(2) DATE 5% 10%
---- ----------- --------------- -------------- ---------- ------- ---
<S> <C> <C> <C> <C> <C> <C>
Marcy Syms 312,500(1)(3) 43.1% $ 5.625 11/3/09 1,105,479 2,801,500
Ronald Zindman 90,500(1)(3) 12.5% 5.625 11/3/09 320,147 811,315
Antone F. Moreira 5,000(1)(3) 0.7% 5.625 11/3/09 17,688 44,824
Allen Brailsford 5,000(1)(3) 0.7% 5.625 11/3/09 17,688 44,824
</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.
(3) Includes certain options granted in fiscal year 1999 subject to shareholder
approval of an amendment to the Company's Amended and Restated Incentive
Stock Option and Appreciation Plan to increase the number of shares of
Common Stock for which options may be granted under the plan.
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 1999 by the executive officers named in the Summary
Compensation Table and the value of unexercised options held by them at year
end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE -MONEY
NUMBER OF OPTIONS/SARS AT FISCAL OPTIONS/SARS
SHARES VALUE YEAR END (1) AT FISCAL YEAR END ($) (2)
ACQUIRED ON REALIZED -------------------------- --------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------- -------- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sy Syms 0 0 0 0 0 0
Marcy Syms 0 0 375,000 250,000 0 0
Ronald Zindman 0 0 46,100 134,900 0 0
Antone F. Moreira 0 0 1,000 4,000 0 0
Allen Brailsford 0 0 3,000 4,000 0 0
</TABLE>
------------
(1) No SARs are held.
(2) Based upon a closing price of $4.375 per share of Common Stock on the New
York Stock Exchange on February 25, 2000.
7
<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. 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, 1999: Sy Syms, 26 or
more years; Marcy Syms, 22 or more years; Ronald Zindman, 10 years; and
Allen Brailsford, 15 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.
8
<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 1999 (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.
9
<PAGE>
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,
1994 and ending February 25, 2000) 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, 1994 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]
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 1999, 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
10
<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 26, 2000, the Company paid to
Sy Syms $600,000 in fixed rent.
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
PROPOSAL 2
The Board of Directors of the Company has selected Deloitte & Touche LLP as
the independent accountants for the Company for fiscal year 2000 and recommends
that shareholders approve such appointment 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP. PROXIES SOLICITED
HEREBY WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR
ABSTENTION IS SPECIFICALLY INDICATED
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APPROVAL OF AMENDMENT TO
THE AMENDED AND RESTATED INCENTIVE STOCK OPTION AND APPRECIATION PLAN
PROPOSAL 3
The Board of Directors has approved, subject to the approval of the
Company's shareholders, an amendment to the Amended and Restated Incentive Stock
Option and Appreciation Plan, as amended (the "Amended Plan"), which increases
the maximum number of shares that may be the subject of awards to 1,500,000
shares. Currently, the Amended Plan allows a maximum of 1,000,000 shares to be
the subject of awards.
The purpose of the Amended Plan is to enable the Company to attract and
retain key employees and to secure for the Company the benefits of the incentive
inherent in ownership of the Company's equity securities by employees who are
responsible for the continuing growth and success of the Company. Grants under
the Amended Plan may take the form of stock options ("Options"), including
corresponding stock appreciation rights.
The Company's Amended Plan, formerly the 1983 Incentive Stock Option
Plan (the "1983 Plan"), was adopted by the Board of Directors and approved by
the shareholders in July 1983, amended and restated upon the approval of both
the Board of Directors, in March 1986, and the shareholders, in May 1986,
amended by the Board of Directors in November 1987, and further amended in May
1993 upon approval of both the Board of Directors and the shareholders.
The following is a summary of the Amended Plan.
COMMON STOCK SUBJECT TO THE AMENDED PLAN
The Amended Plan does not provide for any maximum or minimum number of
Options that may be granted to a single person. However, the aggregate fair
market value (determined as of the date an Option is granted) of the Common
Stock with respect to which incentive stock options ("ISOs") granted to any
individual under the Amended Plan (and any other plan of the Company that can
grant ISOs) which first become exercisable during any calendar year may not
exceed $100,000. ISOs may not be granted to an individual who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any parent of the Company, unless at the
time of grant the exercise price of such ISO is at least 110% of the fair market
value of the Common Stock and such ISO by its terms is not exercisable after the
expiration of five years from the date of grant.
AMENDED PLAN ADMINISTRATION
The Amended Plan is administered by the Stock Option-Compensation
Committee (the "Committee"), currently consisting of Harvey A. Weinberg and
David A. Messer, or in the absence of a duly constituted Committee, by the Board
of Directors of the Company. A member of the Committee may not vote upon the
granting of an Option or stock appreciation right ("SAR") to himself.
Subject to the express provisions of the Amended Plan, the Committee
has authority, among other things: (i) to determine (a) the participants, (b)
the time of grant and exercise price of, and the number of Common Stock to be
subject to the Options or SARs granted to each participant, (c) whether an
Option will be an ISO or a nonqualified option, (d) whether a SAR will be
related to an Option (whenever granted) and (e) the exercise period and exercise
terms of each Option and SAR; (ii) to construe the Amended Plan and certificates
granted pursuant thereto; (iii) to establish, amend and rescind rules for
administering the Amended Plan; and (iv) to make all other determinations deemed
by it to be necessary or advisable in administering the Amended Plan which shall
be final and binding on all persons.
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ELIGIBILITY
Under the Amended Plan, Options and SARs may be granted only to key
employees of the Company (including directors and officers who are also
employees) based on the duties of the employees, their present and potential
contributions to the success of the Company and any other factor deemed relevant
by the Committee.
GRANTS UNDER THE AMENDED PLAN
Incentive Stock Options and Nonqualified Options. ISOs meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and nonqualified options that do not meet such requirements are
both available for grant under the Amended Plan. The exercise price of Options
will be set by the Committee and stated in the option agreement and, in the case
of ISOs, may not be less than 100% of fair market value of the underlying shares
on the date of grant (110% in the case of a more than 10% owner of Common
Stock).
Stock Appreciation Rights. The Committee may award SARs, which may or
may not be granted togther with Options, under the Plan. Generally SARs permit
the holder thereof to receive an amount (in cash, Common Stock or a combination
thereof) equal to the number shares of Common Stock with respect to which SARs
are exercised multiplied by the excess of the fair market value of the Common
Stock on the exercise date over the exercise price. In general, the exercise of
any portion of the SARs or any related option will cause a corresponding
reduction in the number of shares of Common Stock remaining subject to SARs and
related option.
EXERCISE OF OPTIONS AND SARS AND RESALE OF STOCK
Options and SARs granted under the Amended Plan are exercisable at
varying times and amounts and in the manner determined by the Committee at the
time of grant, but in no event for more than a ten-year period (or a five-year
period in the case of a 10% or greater shareholder). Options and SARs may be
exercised by giving written notice to the Company, and with respect to Options,
generally accompanied by payment in full by cash or shares of Common Stock with
an equivalent market value or, subject to the approval of the Committee, by
delivery of notes, property or in any other form. Exercise of SARs related to an
option granted under the Amended Plan requires surrender of the related option
or portion thereof; and exercise of an Option requires surrender of any related
SAR.
Options and/or SARs may be exercised by the employee during employment
by the Company except if employment terminates by reason of death, disability or
retirement. If employment terminates on account of disability (as defined in
Section 22(e)(3) of the Code) or death, an Option or SAR may be exercised by the
employee or the employee's executor, administrator or such other party entitled
by law to succeed to the rights of the deceased, as the case may be, as to all
Common Stock subject to such Option or SAR, for six months following the
termination of employment (subject to the term of the Option or SAR); if
employment terminates by reason of retirement, an Option or SAR may be exercised
for three months following retirement (subject to the term of the Option or SAR)
to the extent it was exercisable on the date of retirement.
Common Stock acquired pursuant to the exercise of an Option may be
resold pursuant to an exemption, if available, from the registration provisions
of the Securities Act of 1933, as amended (the "Act"), including the exemption
afforded by Section 4(1) of the Act which will generally be available to the
employee, provided that the employee is not deemed to be an "affiliate" of the
Company. Affiliates (defined under the Act to include persons who directly or
indirectly control the Company) will not be able freely to resell Common Stock
acquired through the exercise of Options and SARs in reliance upon the exemption
afforded by Section 4(1) of the Act, but may make resales pursuant to another
exemption from registration under the Act, if available, including the exemption
provided by Rule 144, or pursuant to an appropriate resale prospectus filed as
part of a registration statement (if filed by the Company, in its discretion)
covering resale of the Common Stock by affiliates.
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In addition, directors and executive officers of the Company and
beneficial owners of more than 10% of the Company's Common Stock should note the
applicable provisions of Section 16(a) and Section 16(b) of the Securities
Exchange Act of 1934, as amended.
RIGHT TO TERMINATE EMPLOYMENT
The Amended Plan does not impose an obligation (i) on the Company to
continue the employment of any holder of an Option and (ii) on the part of any
holder of an Option to remain in the employ of the Company.
NON-TRANSFERABILITY
Options and SARs granted under the Amended Plan are not transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the holder, Options and SARs may be exercised only by the holder
thereof. Options and SARs may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise) except to the extent expressly provided for in the Amended Plan, and
shall not be subject to execution, attachment or similar process.
DURATION AND AMENDMENTS
The Amended Plan will terminate on July 28, 2003 and no Option or SAR
shall be granted under it thereafter.
The Amended Plan may be terminated at any time and may be modified or
amended in such manner as the Committee, or the Board, as the case may be, deems
advisable, provided, however, that the Committee or the Board, as the case may
be, may not make certain material amendments without the approval of the
shareholders. Notwithstanding the foregoing no termination, modification or
amendment of the Amended Plan may materially alter or adversely affect any
outstanding grant under the Amended Plan without the written consent of the
holder of the grant.
ADJUSTMENTS
The Committee or the Board of Directors, as the case may be, may
proportionally adjust the number of shares of Common Stock authorized to be
issued under the Amended Plan for any increase or decrease in the number of
issued shares of Common Stock resulting from a subdivision or consolidation of
shares or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, or other change in corporate or capital
structure, such as a merger, consolidation or reorganization.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE AMENDED PLAN
The following summary generally describes the principal United States
federal income tax consequences of Options and SARs granted under the Amended
Plan. It is general in nature and is not intended to cover all tax consequences
that may apply to a particular participant or to the Company. The provisions of
the Code and the regulations thereunder relating to these matters are
complicated and their impact in any one case may depend upon the particular
circumstances. This discussion is based on the Code as currently in effect and
does not address state, local or foreign tax matters.
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Nonqualified Stock Options. If an Option that is not an ISO is granted
in accordance with the terms of the Amended Plan, no income will be recognized
by the recipient at the time the Option is granted. On exercise of such Option,
the amount by which the fair market value of the Common Stock on the date of the
exercise exceeds the purchase price of such shares will generally be taxable to
the recipient as ordinary income, and generally will be deductible for tax
purposes by the Company (or one of its subsidiaries) in the year in which the
recipient recognizes the ordinary income. The disposition of shares acquired
upon exercise of any Option will ordinarily result in capital gain or loss
(long-term if the shares have been held for more than 12 months) in an amount
equal to the difference between the amount realized on such disposition and
their tax basis (i.e., generally the sum of the purchase price and the amount of
ordinary income recognized in connection with the exercise of the Option.)
Incentive Stock Options. If an ISO is granted in accordance with the
terms of the Amended Plan, no income will be recognized by the recipient at the
time the ISO is granted. On exercise of an ISO, the recipient will generally not
recognize any income and the Company (or one of its Subsidiaries) will generally
not be entitled to a deduction for tax purposes. However, the difference between
the purchase price and the fair market value of the shares received on the date
of exercise will be treated as a positive adjustment in determining alternative
minimum taxable income, which may subject the recipient to the alternative
minimum tax. The disposition of shares acquired upon exercise of an ISO will
ordinarily result in long-term capital gain or loss. However, if the recipient
disposes of the shares acquired upon exercise of an ISO within two years after
the date of grant or within one year after the date of exercise (a
"disqualifying disposition"), the recipient will generally recognize ordinary
income, and the Company (or one of its subsidiaries) will generally be entitled
to a deduction for tax purposes, in the amount of the excess of the fair market
value of the Common Stock on the date the ISO is so exercised over the purchase
price (or the gain on sale, if less). Any excess of the amount realized by the
recipient on the disqualifying disposition over the fair market value of the
shares on the date of exercise of the ISO will ordinarily constitute long-term
or short-term capital gain (depending on the applicable holding period).
Stock Appreciation Rights. If a SAR is granted in accordance with the
terms of the Amended Plan, no income will be recognized by the recipient at the
time the SAR is granted. The amount of any cash (or the fair market value of any
Common Stock) received upon the exercise of SARs under the Amended Plan will be
included in the holder's ordinary income and the Company (or one of its
Subsidiaries) will be entitled to a deduction for such amount.
Withholding Taxes. To the extent a holder of an Option as a SAR
recognizes ordinary income in connection therewith, the Company may be required
to withhold applicable income taxes related thereto.
ERISA STATUS
The Amended Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1976, as amended, nor is it qualified under
Section 401(a) of the Code.
The affirmative vote of the majority of the votes passed at the meeting
is necessary for the adoption of the amendment to the Amended Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE AMENDMENT TO THE AMENDED PLAN. PROXIES SOLICITED HEREBY WILL BE
VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR ABSTENTION IS
SPECIFICALLY INDICATED.
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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 2001, must be received by the
Company not later than February 7, 2001 and must comply with the proxy
solicitation rules of the Securities and Exchange Commission. In accordance with
Rule 14a - 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 2001 as to
which the proponent fails to notify the Company on or before April 23, 2001 (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 26, 2000,
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 21, 2000
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SYMS CORP
ANNUAL MEETING OF STOCKHOLDERS JULY 7, 2000
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 7, 2000 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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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
David A. Messer
_________________________________________
FOR AGAINST ABSTAIN
2. To approve the appointment of [ ] [ ] [ ]
Deloitte & Touche LLP as independent
accountants of the Company for fiscal
year 2000.
FOR AGAINST ABSTAIN
3. To approve an amendment to Syms Corp the [ ] [ ] [ ]
Amended and Restated Incentive Stock
Option and Appreciation Plan increased
the number of shares of Common Stock that
may be issued from 1,000,000 to 1,500,000.
4. 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 AND
PROPOSAL 3. 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:__________, 2000
(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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