OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 5, 1998
To the Stockholders of
Oxford Industries, Inc.
The Annual Meeting of Stockholders of Oxford Industries, Inc. will be held
at the Company's principal offices, 222 Piedmont Avenue, N.E., Atlanta, Georgia,
on Monday, October 5, 1998 at 3:00 p.m., local time, for the following purposes:
(1) To elect four directors of the Company.
(2) To ratify the appointment of Arthur Andersen LLP, independent certified
public accountants, as auditors for the fiscal year ending May 28, 1999.
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on August 17, 1998
will be entitled to receive notice of and to vote at the meeting.
DAVID K. GINN
Secretary
Atlanta, Georgia
August 25, 1998
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE-PREPAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU
ATTEND THE MEETING, YOU MAY ELECT TO VOTE IN PERSON.
<PAGE>
OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held October 5, 1998
This proxy statement is furnished in connection with the solicitation of
the accompanying proxy by the Board of Directors of Oxford Industries, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on October
5, 1998 and any adjournment thereof. This proxy statement and the accompanying
proxy will be first mailed to stockholders on or about August 25, 1998.
When a proxy is properly completed, signed and returned, the shares it
represents will be voted as specified by the stockholder or, if no
specifications are made, will be voted "FOR" each of the matters proposed by the
Board of Directors in this proxy statement. In addition, the persons named in
the proxy will vote the shares in their discretion upon any other matters that
may properly come before the meeting. The Board of Directors has no knowledge of
any matters to be presented at the meeting other than the matters proposed in
this proxy statement.
A stockholder may revoke a proxy given pursuant to this solicitation at any
time prior to the meeting by delivering to the Secretary of the Company either a
written instrument of revocation or a properly signed proxy bearing a later
date. In addition, the powers of the persons named in the proxy to vote the
stockholder's shares will be suspended if the stockholder is present at the
meeting and elects to vote in person.
Only stockholders of record at the close of business on August 17, 1998
will be entitled to receive notice of and to vote at the meeting. Each
stockholder is entitled to one vote per share of common stock held on such date.
There were 8,635,728 shares outstanding on August 17, 1998.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Stockholders
The following table shows as of August 17, 1998 the name and address of
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's outstanding common stock, the number of shares
beneficially owned by each such person and the percentage of the Company's
outstanding common stock represented by such ownership. The nature of each
person's beneficial ownership is described in the footnotes to the table.
Shares Percent of
Beneficially Outstanding
Name and Address Owned Common Stock
- ---------------- ------------ ------------
J. Hicks Lanier 964,489(1) 11.2%
222 Piedmont Avenue, N.E
Atlanta, GA 30308
SunTrust Bank, Atlanta 1,298,892(2) 15.0%
SunTrust Plaza
P.O. Box 4655
Atlanta, GA 30302
WEDGE Capital Management, LLP 532,976(3) 6.2%
One First Union Center
301 South College Street
Charlotte, NC 28202
Dimensional Fund Advisors Inc. 520,300(4) 6.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
- -----------
(1) The shares beneficially owned by Mr. J. Hicks Lanier include (i) 243,617
shares held of record by Mr. Lanier with respect to which he has sole
voting and investment powers, (ii) 170,000 shares held by a charitable
foundation of which Mr. Lanier is a trustee and has sole voting power and
shared investment power, (iii) 520,872 shares held by twenty trusts which
benefit the late Mr. Sartain Lanier's children (including Mr. Lanier) and
grandchildren with respect to which Mr. Lanier has sole voting power and
shared investment power, and (iv) 30,000 shares which may be acquired
within 60 days after August 17, 1998 by the exercise of stock options under
the Company's stock option plan. Not included in the table are 205,164
shares held by the estate of Mr. Sartain Lanier which remain to be
transferred to the charitable foundation of which Mr. Lanier is a trustee
upon probation of Mr. Sartain Lanier's estate.
(2) The shares beneficially owned by SunTrust Bank, Atlanta include (i)
1,264,732 shares beneficially owned by or held in trusts or similar
accounts for various members of the Lanier family, and (ii) 34,160 shares
held by trusts or in similar accounts for persons other than members of the
Lanier family. Of the shares shown in the table as beneficially owned by
the Bank, the Bank has sole voting power over 878,457 shares, shared voting
power over 20,000 shares, sole investment power over 846,968 shares and
shared investment power over 411,333 shares. SunTrust Bank, Atlanta is a
wholly-owned subsidiary of SunTrust Banks of Georgia, Inc., which is a
wholly-owned subsidiary of SunTrust Banks, Inc. SunTrust Banks of Georgia,
Inc. and SunTrust Banks, Inc. may also be deemed beneficial owners of the
shares owned by SunTrust Bank, Atlanta. The Company has been advised by
SunTrust Bank, Atlanta, SunTrust Banks of Georgia, Inc. and
2
<PAGE>
SunTrust Banks, Inc. that they disclaim any beneficial interest in any of
such shares.
(3) WEDGE Capital Management has shared voting power and shared investment
power with respect to all such shares.
(4) The shares beneficially owned by Dimensional Fund Advisors Inc. ("DFA")
include (i) 354,700 shares held of record by DFA with respect to which it
has sole voting power, (ii) 111,800 shares held by the officers of The DFA
Investment Trust Company (the "Trust"), and (iii) 53,800 shares held by the
officers of DFA Investment Dimensions Group Inc. (the "Fund"). Persons who
are officers of DFA also serve as officers of both the Trust and the Fund,
which are open-end management investment companies registered under the
Investment Company Act of 1940. These officers have sole voting power with
respect to the shares owned by the Trust and the Fund. DFA has sole
investment power with respect to all such shares. This information was
obtained from a schedule 13G dated February 9, 1998.
Beneficial Ownership of Common Stock by Executive Officers and Directors
The following table sets forth as of August 17, 1998 the number of shares
of the Company's common stock beneficially owned by each director, by each
nominee for director and by all directors and executive officers as a group, and
the percentage of the Company's outstanding common stock represented by such
beneficial ownership. Such persons had sole voting and investment power with
respect to the shares listed except as otherwise noted.
Shares Percent of
Beneficially Outstanding
Name of Beneficial Owner Owned (1) Common Stock
- ------------------------ ------------ ------------
Ben B. Blount, Jr 56,684 *
L. Wayne Brantley 37,027 *
Cecil D. Conlee 3,000 *
Tom Gallagher 2,000 *
R. Larry Johnson 25,686(2) *
J. Hicks Lanier 964,489(3) 11.2
J. Reese Lanier 390,991(4) 4.5%
Knowlton J. O'Reilly 30,000 *
Clarence B. Rogers, Jr 1,000 *
Robert E. Shaw 1,000 *
Robert C. Skinner 13,155 *
E. Jenner Wood 500 *
All Directors and Officers as a Group
(12 Individuals) 1,525,532 17.7%
- --------------
*Less than 1%
(1) Includes all shares which may be acquired within 60 days after August 17,
1998 by the exercise of stock options under the Company's stock option
plans as follows: 13,000 shares by Mr. Blount, 16,800 shares by Mr.
Brantley, 15,200 shares by Mr. Johnson, 30,000 shares by Mr. J. Hicks
Lanier, 18,000 shares by Mr. O'Reilly and 13,000 shares by Mr. Skinner.
Does not include shares beneficially owned by spouses and children of
officers and directors, and such officers and directors disclaim beneficial
ownership of such shares.
(2) Mr. Johnson failed to file a Form 4 with a transaction date of April 4,
1998 on a timely basis.
(3) See footnote 1 under "Beneficial Ownership of Common Stock."
(4) The shares shown as beneficially owned by Mr. J. Reese Lanier include
352,400 shares held of record by Mr. J. Reese Lanier with respect to which
he has sole voting and investment power, and 38,591 shares held by a
charitable foundation with respect to which Mr. J. Reese Lanier has sole
voting and investment power.
3
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ELECTION OF DIRECTORS
Directors and Nominees
The Board of Directors is divided into three classes that serve for
staggered three-year terms. The Company's Articles of Incorporation (the
"Articles") require that the number of directors be fixed in the Bylaws at a
number not less than nine, which number can be increased or decreased to not
less than nine by the Board or by a 75% stockholder vote. A plurality of votes
cast is required to elect a member of the Board.
There are presently 9 directors, with a tenth director standing for
election. The Board has nominated Ms. Helen Ballard Weeks for election and
Messrs. Ben B. Blount, Jr., Clarence B. Rogers, Jr., and E. Jenner Wood for
re-election as Class III Directors to hold office until 2001. The terms of
office of the Class III Directors will expire at the 1998 Annual Meeting.
The Articles require that the number of directors must be so apportioned
among the classes as to make all classes as nearly equal in number as possible.
Accordingly, Classes I and II each have three members, and Class III will have
four members. The directors in each class shall hold office until the annual
meeting of stockholders held in the year during which their term ends and until
their successors are elected and qualified.
If a nominee becomes unable to serve as a director, the proxies will be
voted for a substitute nominee or, in the discretion of the persons named in the
proxy, will not be voted in order to allow the position to remain vacant until
filled by the Board, or the Board will reduce the size of the full Board
pursuant to the Articles. The proxies cannot be voted for a greater number of
persons than the number of nominees named in this proxy statement. The Board of
Directors has no reason to believe that any nominee will be unable to serve as a
director.
The following table sets forth the name of each nominee and continuing
director, the year in which he/she was first elected a director, a brief
description of his/her principal occupation and business experience during the
last five years, his/her directorships (if any) with other companies and his/her
age as of August 25, 1998.
<TABLE>
<CAPTION>
Year First Principal Occupation,
Elected Business Experience,
Name Director and Other Directorships Age
- ---- -------- ----------------------- ---
<S> <C> <C> <C>
Nominees - Class III Directors - Terms Expire in 2001
Ben B. Blount, Jr 1987 Mr. Blount has been Executive Vice President - 59
Planning, Finance and Administration and Chief
Financial Officer of the Company since July of 1995
He had been Executive Vice President - Planning and
Development of the Company since 1986.
Clarence B. Rogers, Jr 1995 Mr. Rogers has been Chairman of the Board of 68
EQUIFAX Inc. since 1992. He was President of
EQUIFAX Inc. from 1987 until 1992 and was Chief
Executive Officer of EQUIFAX Inc. from 1989 until
1996. Mr. Rogers is a director of EQUIFAX Inc., Sears,
Roebuck & Co., Morgan Stanley, Dean Witter,
Discover & Co., Briggs & Stratton Corporation, Teleport
Communications Group, Inc., and ChoicePoint, Inc.
Helen Ballard Weeks Ms. Weeks founded Ballard Designs, Inc., a home 44
furnishing catalog business in 1983. She presently
serves as its Chief Executive Officer.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Year First Principal Occupation,
Elected Business Experience,
Name Director and Other Directorships Age
- ---- -------- ----------------------- ---
<S> <C> <C> <C>
E. Jenner Wood 1995 Mr. Wood has been Executive Vice President of 47
SunTrust Banks, Inc. since 1994. In 1994 he was
Executive Vice President - Trust and Investment
Services of SunTrust Banks, Inc. From 1991 until
1994 he was Executive Vice President - Trusts and
Investments of SunTrust Banks of Georgia, Inc.
From 1990 until 1991 he was Executive Vice President -
Corporate Banking of SunTrust Bank, Atlanta. Mr. Wood
is also a director of Cotton States Life Insurance Co., Cotton
States Mutual Insurance Co., and Crawford & Company.
Continuing - Class I Directors - Terms Expire in 1999
Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR Advisors, a real 62
estate advisory company, and he has held this position
since 1990. He was President of The Conlee Company, a real estate
advisory company, from 1983 to 1990. From 1977 to 1983 he was
President of Cousins Properties, Inc., a real estate development and
investment company. He is also a director of Central Parking
Corporation.
J. Reese Lanier (1) 1974 Mr. Lanier is self-employed in farming and related 55
businesses and has had this occupation for more than
five years.
Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice President of the 58
Company since 1978.
Continuing - Class II Directors - Terms Expire in 2000
J. Hicks Lanier (1) 1969 Mr. Lanier has been President of the Company since 1977. 58
In 1981, he was elected Chairman of the Board of the
Company. He is also a director of Crawford & Company,
Shaw Industries, Inc., Genuine Parts Company, and
SunTrust Banks of Georgia, Inc.
Tom Gallagher 1991 Mr. Gallagher is President of Genuine Parts Company, 50
a distributor of automotive replacement parts, and
has held this position since 1990. He is also a director
of Genuine Parts Company and National Services
Industries, Inc.
Robert E. Shaw 1991 Mr. Shaw is Chairman of the Board and Chief Executive 67
Officer of Shaw Industries, Inc., a manufacturer and seller
of carpeting to retailers and distributors.
</TABLE>
- -------------
(1) J. Hicks Lanier and J. Reese Lanier are cousins.
5
<PAGE>
Certain Committees of the Board - Board Meetings
Among the standing committees of the Board of Directors are the Stock
Option and Compensation Committee and the Audit Committee. The Board of
Directors has no standing nominating committee.
Members of the Stock Option and Compensation Committee at this time are
Messrs. Cecil D. Conlee, Chairman, Clarence B. Rogers, Jr. and Robert E. Shaw.
The Committee establishes the compensation, including annual salary and an
annual individual performance bonus, if any, for the Chairman of the Board and
President of the Company. The Committee met once during the 1998 fiscal year.
Members of the Audit Committee are Messrs. Tom Gallagher, Chairman, J.
Reese Lanier and E. Jenner Wood. The Committee reviews with management and with
the Company's internal audit staff and independent certified public accountants
the scope and results of each year's audit of the Company's financial condition,
the Company's internal audit and financial controls, and the Company's financial
reporting activities. Both the internal auditors and the independent certified
public accountants periodically report to the Committee. The Committee also
makes recommendations to the full Board as to the appointment of the independent
certified public accountants. The Committee met twice during the 1998 fiscal
year.
Director Compensation
Directors who are also Company employees are not compensated for their
services as directors. Each non-employee director receives a quarterly fee of
$4,000 and a meeting fee of $1,000 for each meeting of the full Board or any
committee that he attends.
The Board of Directors held four meetings during the 1998 fiscal year.
During the 1998 fiscal year all directors attended 75% or more of the meetings
of the Board and the committees on which they served.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table discloses compensation awarded to, earned by or paid
during the three preceding fiscal years to the Company's Chief Executive Officer
and its other executive officers.
<TABLE>
<CAPTION>
Long-Term
Compensation
Award Payouts
Stock Long-Term
Annual Compensation Options Incentive All Other
Name and Principal Position Year Salary Bonus (Shares) Payouts Compensation (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Hicks Lanier 1998 $420,837 $270,080 0 0 6,855
Chairman of the Board & 1997 407,060 150,000 25,000 0 7,062
Chief Executive Officer 1996 368,444 0 0 0 6,323
Ben B. Blount, Jr 1998 $351,781 $125,000 0 0 7,074
Executive Vice President - 1997 352,266 58,915 25,000 0 6,488
Planning, Finance and 1996 309,312 0 0 0 5,492
Administration and Chief
Financial Officer
L. Wayne Brantley 1998 $253,080 $ 55,000 0 0 4,083
Group Vice President 1997 243,477 26,724 25,000 0 4,256
1996 225,309 0 0 0 2,510
R. Larry Johnson 1998 $231,455 $ 90,000 0 $7,622(2) 3,741
Group Vice President 1997 223,599 122,850 25,000 0 3,826
1996 207,879 30,051 0 0 3,426
Knowlton J. O'Reilly 1998 $347,257 $ 12,000 0 0 5,776
Group Vice President 1997 351,349 79,318 25,000 0 6,272
1996 312,424 30,809 0 0 5,361
Robert C. Skinner, Jr 1998 $329,974 $150,000 0 0 1,340
Group Vice President 1997 313,851 35,405 25,000 0 1,247
1996 290,510 22,017 0 0 1,174
</TABLE>
(1) All other compensation includes Excess Group Life Insurance in the amounts
of $6,633 for Mr. Lanier, $5,555 for Mr. Blount, $3,894 for Mr. Brantley,
$3,490 for Mr. Johnson, $5,554 for Mr. O'Reilly and $1,169 for Mr. Skinner.
It also includes the Company's share of Split Dollar Life Insurance in the
amounts of $222 for Mr. Lanier, $441 for Mr. Blount, $189 for Mr. Brantley,
$251 for Mr. Johnson, $222 for Mr. O'Reilly and $126 for Mr. Skinner.
(2) This is the first installment of the pay-out pursuant to an incentive grant
made to Mr. Johnson in 1995 under the Company's Long-Range Incentive Plan
for Executives. Under the Company's Long-Range Incentive Plan for
Executives a shadow asset account is created for certain key executives. If
at the end of the three-year term of the grant the executive's business
unit meets or exceeds return on asset goals established at the time of
grant, the executive's shadow asset account is adjusted accordingly and the
executive is awarded an amount equal to the increase in his shadow asset
account. The pay-out of the award is made in three installments and payment
is contingent on continued employment. No grants have been made under the
Company's Long-Range Incentive Plan for Executives since 1995.
7
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options were granted in the fiscal year to the named executive
officers. In addition, the Company does not grant stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning stock option/SAR
exercises in fiscal 1998 by the named executive officers and the value of their
unexercised options/SARs on May 29, 1998.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Shares Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options/SARs at Options/SARs at
Name On Exercise Realized Fiscal Year-End Fiscal Year-End
- ---- ----------- -------- --------------- ---------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
J. Hicks Lanier 4,000 $50,000 20,000 $195,939
30,000 416,564
Ben B. Blount, Jr. 0 0 11,000 129,844
24,000 372,501
L. Wayne Brantley 7,500 93,281 10,100 123,235
23,400 368,095
R. Larry Johnson 0 0 8,900 114,422
22,600 362,220
Knowlton O'Reilly 0 0 11,000 129,844
24,000 372,501
Robert C. Skinner, Jr. 5,000 82,500 6,000 44,063
24,000 372,501
</TABLE>
Compensation Committee Interlocks and Insider Participation
Mr. Hicks Lanier, President and CEO of the Company, serves as a director of
Shaw Industries, Inc. Mr. Robert Shaw, President and CEO of Shaw Industries,
Inc., serves as a director of the Company and is a member of the Company's Stock
Option and Compensation Committee.
Pension Plan
The Company does not have a defined benefit retirement plan. Executive
officers of the Company were not permitted to participate in the Company's
defined contribution retirement plan.
8
<PAGE>
Report of Stock Option and Compensation Committee
The Stock Option and Compensation Committee of the Board of Directors is
presently composed of three directors, none of whom is an employee of the
Company. The Committee is responsible for administering the Company's employee
stock option and restricted stock plans. It is also responsible for setting the
salary for the Company's Chief Executive Officer. The Committee sets the bonus
opportunity amount for the Company's Chief Executive Officer under the Company's
Bonus Plan, and, if the Company achieves its performance targets, it determines
the individual performance bonus amount, if any, for the Company's Chief
Executive Officer. The Committee normally meets formally once a year and
informally through telephone meetings at other times during the year.
Compensation Study
During the spring and summer of 1997, the William M. Mercer Company
conducted a study of the Company's compensation programs for executives. Based
on the results of this study the Company revised its programs in several
significant ways. For certain senior executives the Company increased the
performance-related aspects of compensation, i.e., the bonus potential and stock
option awards. Also, in some instances salaries were increased. In light of
these changes the Committee implemented similar changes with respect to the
Company's Chief Executive Officer. The fiscal year just completed was the first
year after implementation of these changes.
Compensation Policy
The compensation policy of the Company is to pay for performance.
Compensation practices for all executives, including all of the executive
officers, are designed to encourage and reward the accomplishment of the
objectives of the Company which, if achieved, will enhance shareholder value.
Executive Compensation Program
The Company's executive compensation program has three main elements:
salary, bonus, and stock options. The compensation of virtually all of the
Company's executives is composed of these three elements.
A job grade is assigned to each position in the Company depending on the
responsibilities. For each job grade, a salary range is determined based on
compensation surveys. An individual's salary is determined by the person's job
grade and individual performance. The salary of each executive is set by the
Company's executive officers and Group Vice Presidents. The salaries of the
executive officers, except the Chief Executive Officer, are determined by the
Chief Executive Officer.
Each executive officer including the Chief Executive Officer participates
in the Company's Management Bonus Program. This program is designed to encourage
the achievement of the Company's profit objectives by rewarding executives when
these objectives are met or exceeded.
At the beginning of each fiscal year, return on net asset ("RONA") targets
are established for each business unit and the Company as a whole. If a business
unit's return on net assets for the fiscal year equal or exceed a threshold
target and other requirements of the bonus plan are met, the individual will
earn a bonus; the bonus amount increases as the business unit's RONA increases
above the threshold target to a maximum amount. Also, if the threshold target is
met or exceeded, the bonus for the business unit is adjusted upward or downward
to reflect the business unit's sales increase or decrease. Finally, if the
threshold target is met or exceeded, an individual may receive an additional
bonus amount based on his or her individual accomplishments; this individual
performance element cannot exceed one hundred percent of the individual's earned
bonus.
9
<PAGE>
The bonus paid, if any, to Mr. Blount and the corporate staff is based on
the Company's overall return on net assets. The bonus paid to Group Vice
Presidents - Messrs. Brantley, Johnson, O'Reilly and Skinner, and other
executives is based on the return on net assets for the executive's business
unit or business units.
Messrs. Lanier, Blount, and the Group Vice Presidents set the bonus targets
for all other executives and approve individual performance bonuses. Mr. Lanier,
with the concurrence of the Committee, determines the targets and individual
performance bonuses for Mr. Blount and the Group Vice Presidents.
One of the recommendations of the compensation study was that key
executives of the Company be considered for stock option grants on a regular
basis. For the Company's Chief Executive Officer and the other executive
officers it was recommended that stock option grants be considered on a yearly
basis. The Committee adopted this recommendation and in July 1998 awarded stock
options to Messrs. Lanier, Blount and the Group Vice Presidents as well as other
executives of the Company. The Committee believes that these grants more closely
align the interests of the executives with those of the Company's shareholders
in that the executive will not receive value for the grant unless the price of
the stock increases.
Compensation of Chief Executive Officer
For the fiscal year which ended on May 30, 1997 and prior years, the
Company's Chief Executive Officer did not participate in the Company's
Management Bonus Program. With respect to these years the Committee annually
determined whether Mr. Lanier should receive a bonus and, if so, its amount.
Beginning with the fiscal year ending on May 29, 1998, Mr. Lanier did
participate in the Company's Management Bonus Program. Since the Company
achieved 84.4% of targeted results Mr. Lanier's earned bonus was $168,800.
In addition Mr. Lanier was eligible to receive an individual performance
bonus in a range from 0 to 100% of his earned bonus. In determining the amount
of this individual performance bonus the Committee took into account the
Company's record sales and earnings and increased return on shareholders' equity
to 16.3%. The Committee reviewed the strategic actions taken by Mr. Lanier which
included the redirection of the Company's sourcing efforts to competitively
priced overseas locations, the implementation of information and manufacturing
systems to improve service to customers and the continuing reduction of
expenses. Finally the Committee reviewed the individual performance bonuses
being given to the other executive officers of the Company. The Committee
awarded Mr. Lanier an individual performance bonus of 60% of his earned bonus,
or $101,280, for a total bonus of $270,080 for fiscal year 1998.
The Committee also reviewed Mr. Lanier's base salary. It considered the
same performance factors mentioned with respect to his bonus, including the
Company's record sales and earnings and the increase in return on stockholders'
equity. The Committee reviewed the salary increases being given to the Company's
other executive officers. Based on its assessment of these factors the Committee
increased Mr. Lanier's base salary to $420,000 annually effective August 1,
1997. This represents a 5% increase in Mr. Lanier's base salary. (The Committee
notes that in addition to base salary Mr. Lanier participates in some
Company-provided benefit programs such as life insurance and the Executive
Savings Program which increase total base compensation as reported in the Proxy
Statement.)
10
<PAGE>
The Committee determined that Mr. Lanier should continue to participate in
the Company's Management Bonus Program. Under this Program the earned portion of
Mr. Lanier's bonus (as well as the earned bonuses of other executives of the
Company) will be determined by the Company's total return on net assets against
predetermined targets. The threshold target, if achieved, would place the
Company's performance in approximately the 50th percentile of all apparel
companies; the midpoint target, if achieved, would approximate the upper part of
the second quartile; and the maximum target, if achieved, should place the
Company's performance in the top quartile.
The Committee also determined an amount which will be paid to Mr. Lanier as
his earned bonus if the Company's RONA targets are achieved. Mr. Lanier's target
bonus amount for fiscal 1999 will be $208,000, an increase of 4% over the
preceding year. The amount of the bonus will be adjusted upward or downward
depending on the Company's sales-adjusted RONA, but in no event will a bonus be
paid if the Company's results do not equal the threshold target. If the Company
achieves the threshold return, Mr. Lanier's earned bonus will be increased or
decreased depending on the Company's sales compared to the prior year. Mr.
Lanier's formula-derived bonus will not increase above the amount earned at the
maximum target level.
The Committee will continue to have the discretion to award Mr. Lanier an
individual performance bonus of up to 100% of his formula-derived bonus. When
considering the amount, if any, of such an individual performance bonus, the
Committee will evaluate the Company's sales, earnings and return on net assets,
its total return to stockholders, the Company's relative performance compared to
other apparel companies and Mr. Lanier's achievements during the year.
As noted earlier, in July 1998 the Committee awarded stock options to the
Company's executive officers and other executives. Mr. Lanier was granted an
award of 10,000 shares. The Committee believes that this and previous stock
option grants provide incentive for Mr. Lanier to maximize the Company's
performance to the benefit of all shareholders.
Conclusion
The Committee believes that the Company's executive compensation program is
competitive and provides the appropriate mix of incentives to achieve the goals
of the Company. The achievement of these goals will enhance the profitability of
the Company and provide sustainable value to the Company's stockholders.
Respectfully submitted,
Cecil D. Conlee, Chairman
Clarence B. Rogers, Jr.
Robert E. Shaw
11
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Performance Graph
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's stock against the
cumulative total return of the S&P 500 Index and the S&P Apparel Index for the
period of five years commencing June 1993 and ending May 29, 1998. The
performance graph assumes an initial investment of $100 and reinvestment of
dividends.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
6/93 6/94 6/95 6/96 6/97 6/98
- --------------------------------------------------------------------------------------------------------------
Oxford Industries, Inc. $100 $203 $115 $120 $166 $245
- --------------------------------------------------------------------------------------------------------------
S&P 500 Index $100 $105 $126 $161 $209 $273
- --------------------------------------------------------------------------------------------------------------
S&P Apparel $100 $88 $84 $122 $129 $217
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Certain Transactions
SunTrust Banks, Inc., SunTrust Banks of Georgia, Inc. and SunTrust Bank,
Atlanta are principal stockholders of the Company (see "Beneficial Ownership of
Common Stock - Principal Stockholders" above). Mr. E. Jenner Wood was Executive
Vice President of SunTrust Banks, Inc. during the fiscal year. During the fiscal
year ending May 29, 1998, SunTrust Bank, Atlanta made short-term loans to the
Company under a line of credit arrangement. The maximum amount of loans
outstanding under this arrangement at any time during the 1998 fiscal year was
$54,500,000. SunTrust Bank, Atlanta also issues letters of credit on the
Company's behalf in connection with the Company's purchases of imported goods.
The greatest aggregate amount of outstanding letters of credit issued by
SunTrust Bank, Atlanta on the Company's behalf during the 1998 fiscal year was
$7,327,469. SunTrust Bank, Atlanta charges fees of approximately .20 percent of
the outstanding amount of each letter of credit over a 360-day period. SunTrust
Bank, Atlanta performs payroll and stock transfer services for the Company. The
foregoing transactions with SunTrust Bank, Atlanta involve arm's length terms
and conditions competitive with those obtainable from comparable banking
institutions.
12
<PAGE>
APPOINTMENT OF AUDITORS
Acting on the recommendation of the Audit Committee, the Board of Directors
has appointed Arthur Andersen LLP, independent certified public accountants, as
auditors for the current year. Arthur Andersen LLP has served as auditors for
the Company since 1986. The Board of Directors considers such accountants to be
well qualified and recommends that the stockholders vote to ratify their
appointment. Stockholder ratification of the appointment of auditors is not
required by law; however, the Board of Directors considers the solicitation of
stockholder ratification to be in the Company's and stockholders' best
interests.
In view of the difficulty and expense involved in changing auditors on
short notice, should the stockholders not ratify the selection of Arthur
Andersen LLP, it is contemplated that the appointment of Arthur Andersen LLP for
the fiscal year ending May 28, 1999 will be permitted to stand unless the Board
of Directors finds other compelling reasons for making a change. Disapproval by
the stockholders will be considered a recommendation that the Board select other
auditors for the following year. A representative of Arthur Andersen LLP is
expected to attend the annual meeting. The representative will be given the
opportunity to make a statement if he desires to do so and is expected to be
available to respond to questions from stockholders.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended May 29, 1998,
including consolidated financial statements, is being mailed to stockholders.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company is
supplying brokers, dealers, banks and voting trustees, or their nominees, with
copies of this proxy statement and of the 1998 Annual Report for the purpose of
soliciting proxies from beneficial owners of the Company's common stock, and the
Company will reimburse such brokers and other record holders for their
reasonable out-of-pocket expenditures made in such solicitation. Proxies may be
solicited by employees of the Company by mail, telephone, telegraph and personal
interview. The Company does not presently intend to pay compensation to any
individual or firm for the solicitation of proxies. If management should deem it
necessary and appropriate, however, the Company may retain the services of an
outside individual or firm to assist in the solicitation of proxies.
STOCKHOLDER PROPOSALS
Stockholders who wish to submit proposals to be included in the 1999 proxy
materials and to be voted upon at the 1999 Annual Meeting must do so by May 1,
1999. Any such proposal should be presented in writing to the Secretary of the
Company at the Company's principal offices.
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on October 6, 1997
will be presented to the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters should come before the meeting, however, the
persons named in the proxy will vote such proxy in accordance with their
discretion on such matters.
DAVID K. GINN
Secretary
13
<PAGE>
[GRAPHIC]
OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E., Atlanta, GA 30308
[GRAPHIC]
OXFORD INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 5, 1998
