<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GOTTSCHALKS INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
GOTTSCHALKS INC.
7 River Park Place East
Fresno, California 93720
(209) 434-8000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 22, 1995
TO THE STOCKHOLDERS OF GOTTSCHALKS INC.:
You are cordially invited to attend the Annual Stockholders' Meeting to be
held on Thursday, June 22, 1995 at 10:00 a.m., Pacific Daylight Time, at the
Company's corporate headquarters located at 7 River Park Place East, Fresno,
California, for the purpose of considering and voting upon the following
matters described in the accompanying Proxy Statement:
1. The election of nine directors, to hold office until the next Annual
Stockholders' Meeting and until their successors are elected and
qualified.
2. Such other matters as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on May 15, 1995 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournment thereof. Accordingly, only
stockholders of record at the close of business on that date will be entitled
to vote at the Annual Meeting. A list of stockholders entitled to vote at the
Annual Meeting shall be available for examination by any stockholder of the
Company during normal business hours at the address above for the ten days
preceding the Annual Meeting.
We hope that you can attend the Annual Meeting in person. WHETHER OR NOT YOU
CAN ATTEND, WE URGE THAT YOU FILL IN, SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE BUSINESS REPLY ENVELOPE ENCLOSED WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ JOSEPH W. LEVEY
Joseph W. Levy
Chairman and Chief Executive Officer
Fresno, California
May 22, 1995
<PAGE>
GOTTSCHALKS INC.
7 River Park Place East
Fresno, California 93720
(209) 434-8000
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 22, 1995
Your proxy on the enclosed Proxy Card is solicited by the Board of Directors
of Gottschalks Inc. and its subsidiaries (the "Company") for use at the Annual
Stockholders' Meeting to be held on Thursday, June 22, 1995, at the time and
place set forth in the preceding Notice of Annual Meeting, and at any
adjournment of that meeting (the "1995 Annual Meeting"). This Proxy Statement
and the form of Proxy are being first sent or given to the Company's
stockholders on or about May 22, 1995.
Each properly executed proxy received prior to the 1995 Annual Meeting will
be voted as directed, but if not otherwise specified, such proxies will be
voted for the nominees of the Company's Board of Directors named in this Proxy
Statement. As for any other business which may properly come before the 1995
Annual Meeting and be submitted to a vote of stockholders, proxies received by
the Board of Directors will be voted in accordance with the best judgment of
the proxyholders.
Each stockholder giving a proxy pursuant to this solicitation may revoke it
at any time before it is exercised. A proxy may be revoked by filing with the
Secretary of the Company at 7 River Park Place East, Fresno, California 93720,
a written revocation or a properly executed proxy bearing a later date. A
proxy may also be revoked if the person who executed the proxy attends the
1995 Annual Meeting in person and so requests, although attendance at the 1995
Annual Meeting will not in itself constitute a revocation of the proxy.
Only stockholders of record of the Company's common stock, $0.01 par value
(the "Common Stock") at the close of business on May 15, 1995 are entitled to
vote at the 1995 Annual Meeting or any adjournment thereof. There were
10,416,520 shares of Common Stock outstanding on that date, each of which is
entitled to one vote on each of the matters to be presented to the
stockholders at the meeting. A majority of the Company's outstanding shares of
Common Stock as of May 15, 1995 must be represented in person or by proxy to
constitute a quorum for the 1995 Annual Meeting.
The Company will bear all costs incurred in the solicitation of proxies. In
addition to mailing copies of this material to all stockholders, the Company
has requested banks and brokers to forward copies of such material to persons
for whom they hold stock of the Company and to request authority for execution
of the proxies. The Company will reimburse such banks and brokers for their
reasonable out-of-pocket expenses incurred in connection therewith. Officers
and regular employees of the Company may, without being additionally
compensated therefore, solicit proxies by mail, telephone, telegram or
personal contact.
- 1 -
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of nine directors,
subject to future change in accordance with the Bylaws of the Company.
Accordingly, at the 1995 Annual Meeting, nine directors are proposed to be
elected, each to hold office until the next Annual Meeting and until such
directors' successors shall be elected and qualified. The Board of Directors
of the Company has nominated, and recommends for election as directors, the
nine persons named below. Unless authority is withheld or any nominee becomes
unable to serve, the persons named in the enclosed form of proxy will vote
such proxy for the election all of the nominees listed below. The Board of
Directors has no reason to believe that any nominee will be unavailable, but
if any such person should become unavailable, it is expected that proxies will
be voted for such other nominee or nominees as may be recommended by the Board
of Directors.
The following table sets forth certain information about the directors
standing for re-election at the 1995 Annual Meeting:
NOMINEES FOR ELECTION AS DIRECTOR
<TABLE>
<CAPTION>
Present Position Director
Name Age (1) With Company Since
---- ------- ---------------- --------
<S> <C> <C> <C>
Joseph W. Levy(2) 63 Chairman and Chief Executive Officer 1986
Gerald H. Blum 68 Vice Chairman of the Board and Consultant 1986
Bret W. Levy(2) 31 Vice President, Credit and 1986
Customer Services and Director
Sharon Levy(2) 61 Director 1986
Joseph J. Penbera 48 Director 1986
Frederick R. Ruiz 51 Director 1992
O. James Woodward III 59 Director 1992
Max Gutmann 72 Director 1992
Stephen J. Furst 52 President, Chief Operating Officer and Director 1993
<FN>
------------------
(1) As of May 15, 1995.
(2) Joseph Levy and Sharon Levy are husband and wife. Bret Levy is their son.
</TABLE>
- 2 -
<PAGE>
Mr. Joseph Levy became Chairman and Chief Executive Officer of the Company's
predecessor and former subsidiary, E. Gottschalk & Co., Inc. ("E. Gottschalk")
in April 1982 and of the Company in March 1986. He was Executive Vice
President from 1972 to April 1982 and first joined E. Gottschalk in 1956. He
serves on the Board of Directors of the National Retail Federation and
Community Hospitals of Central California, and also serves on the Executive
Committee of Frederick Atkins, Inc. He was formerly Chairman of the California
Transportation Commission and has served on numerous other state and local
commissions and public service agencies.
Mr. Blum became Vice Chairman of the Board in November 1993, and a
consultant to the Company in May 1994. He was previously President, Chief
Operating Officer and Secretary of E. Gottschalk from April 1982 and the
Company from March 1986. He was Executive Vice President from 1972 to April
1982 and first joined E. Gottschalk in 1951. He was the former California
Director of the National Retail Federation and a former Director of the
California Retailers Association. He currently serves on the Advisory Board of
Liberty Mutual Insurance Group and is Trustee of the C.A.R.E. Foundation. He
also serves in a variety of capacities with numerous other local public
service agencies.
Mr. Bret Levy became a director of E. Gottschalk in June 1982 and the
Company in April 1986. He has been an employee of the Company since November
1989 and presently serves as Vice President, Credit and Customer Services. He
also serves on the Advisory Council of the National Retail Federation, Credit
Managers Division, and on the Board of Directors of the Fresno Merchants
Association. He is a certified public accountant and was employed by the
accounting firm of Price Waterhouse from July 1988 to August 1989. He
graduated from the University of Chicago Graduate School of Business in June
1989.
Mrs. Levy became a director of E. Gottschalk in June 1979 and the Company in
March 1986. She has served as an elected member of the Board of Supervisors of
Fresno County since 1975. She is currently Chairperson of that Board of
Supervisors and was formerly Chairperson in 1980, 1985 and 1990. Mrs. Levy
also serves on numerous other public service agencies.
Dr. Penbera is President of the Pennant Group. He also serves on the Board
of Directors of the Baruch Investment Company and Rug Doctor, L.P. He is Eaton
Fellow of Economics of California State University, Fresno and formerly was
Dean and Professor of Management and Marketing, School of Business and
Administrative Sciences of that university. He became a director of the
Company in April 1986.
- 3 -
<PAGE>
Mr. Ruiz is Chairman and Chief Executive Officer of Ruiz Food Products,
Inc., a frozen food company he has been associated with since 1966. He serves
on the Board of Directors of McClatchy Newspapers, Inc., as well as numerous
community and civic organizations. He is also a member of the Hall of Fame of
the U.S. Small Business Administration. He became a director of the Company in
July 1992.
Mr. Woodward is an attorney with the firm of Wild Carter Tipton & Oliver.
Prior to that, he was Executive Vice President of the Guarantee Savings Group
of Glenfed. In addition to a private law practice, he has had experience with
other financial institutions and in real estate development in California. He
currently serves on the Board of Directors of the Fresno Convention and
Visitors Bureau and Boalt Hall Trust. He became a director of the Company in
September 1992.
Mr. Gutmann is the retired Chairman and Chief Executive Officer of Elder-
Beerman Stores Corporation, where he served as Executive Vice President and
Chairman from 1961 to 1991. Elder-Beerman operates over 50 department stores,
multiple shoe outlets and women's specialty stores. Mr. Gutmann continues to
serve on Elder-Beerman's Board of Directors. He is an emeritus Director of
Banc One, Dayton, N,A., and is currently a Director of the University of
Dayton, the Jewish Federation of Dayton and is President and Founder of the
Israel Development Company of Dayton Limited Partnership. He is a member of
the Dayton Rotary Club and various civic and cultural organizations in the
Dayton, Ohio area. He became a director of the Company in September 1992.
Mr. Furst became Executive Vice President and Chief Operating Officer of the
Company in July 1993 and President of the Company in November 1993. He also
became a director of the Company in March 1994. He is the first non-family
member to serve as the Company's President in its over 90-year history. From
1963 to 1993, he served in a variety of capacities with Hess's Department
Store based in Allentown, Pennsylvania, including President and Chief
Operating Officer . He also served as a member of the Board of Directors of
Hess's and Hess's parent company's Board of Directors, Crown America Corp. He
serves on the Board of Directors of the National Retail Federation and the
American Retail Federation. He also serves on the Board of Directors of Fresno
Metropolitan Museum as well as numerous other public service organizations.
PROXIES GIVEN WITHOUT INSTRUCTIONS WILL BE VOTED FOR THE
NOMINEES LISTED ABOVE
- 4 -
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
During the fiscal year ended January 28, 1995, the Board of Directors held
five meetings. The Board of Directors has established audit, compensation and
litigation committees to devote attention to specific matters and to assist in
the discharge of its responsibilities. The Board has no nominating committee.
Each director attended at least 75% of the Board meetings and meetings of
Board committees that he or she was eligible to attend. The functions of the
committees, their current members and the number of meetings held during the
year are described below:
AUDIT COMMITTEE. The Board-appointed Audit Committee consists of Dr. Penbera
and Messrs. Ruiz, Woodward and Gutmann. The Audit Committee's functions are to
(1) receive from, and review with, the independent auditors such auditors'
report on the Company's annual audited financial statements, (2) review with
the independent auditors the scope of the succeeding annual audit and
quarterly review procedures, (3) nominate the independent auditors to be
selected each year by the Board, (4) review consulting services rendered by
the Company's independent accountants and evaluate the possible effect on the
auditors' independence of performing such services, (5) ascertain the
existence of adequate internal accounting and control systems, (6) review with
management and the Company's independent auditors current and emerging
accounting and financial reporting requirements and practices affecting the
Company and (7) evaluate the qualifications and performance of the Company's
internal audit staff and oversee and support the audit staff's functions. The
Audit Committee met five times during fiscal 1994.
COMPENSATION COMMITTEE. The Board-appointed Compensation Committee consists
of Dr. Penbera and Messrs. Ruiz, Woodward and Gutmann. The Compensation
Committee determines or reviews and passes upon management's recommendations
with respect to (1) executive compensation, (2) bonuses, (3) contractual
obligations relating to employment of officers and (4) incentive stock awards
and stock option grants. The Compensation Committee met twice during fiscal
1994.
LITIGATION COMMITTEE. The Board-appointed Litigation Committee consists of
Messrs. Woodward, Ruiz and Gutmann. The Litigation Committee was formed by the
Board of Directors to supervise and coordinate the Company's response to
stockholder litigation filed against the Company in 1993. The Litigation
Committee, which is comprised entirely of independent directors who were not
members of the Board of Directors during the period of the events that were
subject to stockholder litigation, was delegated final authority to manage all
aspects of the Company's response to the state court derivative action and was
charged, subject to the review and approval of the full Board, with
responsibility for managing the Company's response to the state and federal
class actions. As described in the "Certain Legal Proceedings" portion of the
Proxy Statement, such actions were settled in February 1995. The Litigation
Committee met twice during fiscal 1994. It is anticipated that the Litigation
Committee will be eliminated as a result of the settlement of the stockholder
litigation.
- 5 -
<PAGE>
COMPENSATION OF DIRECTORS. The four outside directors who are neither
officers of the Company nor an affiliate of an officer of the Company, receive
an annual stipend of $12,000, payable monthly. Such directors, together with
all other non-employee directors, receive $1,000 for each meeting of the Board
and $500 for each committee meeting held on a separate date. The independent
director who resides outside the Fresno area is also reimbursed for costs
incurred in attending meetings of the Board and in performing Board duties.
Expense reimbursements typically include meals and transportation costs and,
when required, overnight hotel expenses. In addition to such amounts, the
Company paid $2,000 per month, for a total of $24,000, to Mr. Woodward during
fiscal 1994 for his services as Chairman of the Litigation Committee.
The Company entered into a Consulting Agreement with Mr. Gerald Blum on May
27, 1994. The Consulting Agreement provides for Mr. Blum to perform certain
consulting services for the Company during the period of June 1, 1994 through
May 31, 1999 in return for an annual salary of $200,000, payable monthly. The
Consulting Agreement also provides for the payment of an annual office
allowance and continuation of certain insurance and retirement benefits. The
Company paid Mr. Blum a total of $148,569 under the Consulting Agreement in
fiscal 1994, consisting of $130,769 of salary paid to him between June 1, 1994
and January 28, 1995 and $17,800 for office space rental, the reimbursement of
legal fees incurred in connection with the finalization of his Consulting
Agreement and for the continuation of health, life and disability insurance
benefits under the Company's existing benefits program.
In 1994, each non-employee, non-affiliated director of the Company was
granted 5,000 options under the 1994 Director Nonqualified Stock Option Plan
(the "1994 Nonqualified Plan"). Such options were granted at a price of $9.75
per share, the fair market value of the Company's Common Stock on the date of
the grant, become exercisable at a rate of 25% per year beginning one year
after the date of the grant and expire in the year 2004, ten years after the
date of the grant.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and executive officers of the Company, as well as persons owning
more than 10% of the Company's outstanding shares of stock, are required by
federal law to file reports showing their initial ownership of the Company's
Common Stock and any subsequent changes in such ownership, with the Securities
and Exchange Commission (the "SEC"), the New York Stock Exchange, the Pacific
Stock Exchange and the Company. Based solely on a review of the copies of such
reports received by the Company and written representations of directors and
executive officers of the Company, the Company believes that all such filing
requirements were satisfied by its directors and executive officers during the
year.
- 6 -
<PAGE>
CERTAIN LEGAL PROCEEDINGS
The Company has been party to three civil lawsuits related to an income tax
deduction (the "Income Tax Deduction") on the Company's 1985 federal tax
return and the reports and registration statements filed by the Company with
the Securities and Exchange Commission (the "SEC"). On August 26, 1994, the
Company announced it had reached an agreement to settle all aspects of those
lawsuits and included in the Company's 1994 results of operations is a
provision for $3.5 million representing the cost of the settlement and related
legal fees and other costs. The derivative action pending in the Superior
Court of California, County of Fresno (Ponder v. Ernst & Young; filed May 11,
1993), and the class action pending in the United States District Court for
the Northern District of California, (Annoni v. Gottschalks; filed July 15,
1993) were dismissed on October 21, 1994 and November 4, 1994, respectively.
On February 1, 1995, the Superior Court of California, County of Fresno,
issued a final judgement and order of dismissal for approval of the settlement
of the class action set forth before the Court on October 21, 1994, (Ponder v.
Gottschalks; filed April 30, 1993). In accordance with the terms of the
settlement agreement, the Company funded $3.0 million into an irrevocable
trust on February 1, 1995. The net proceeds of the settlement will be paid to
the plaintiffs based on the Plan of Allocation, filed by the Company before
the Court on January 17, 1995.
- 7 -
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 15, 1995, the Common Stock
beneficially owned by each director, nominee and executive officer,
individually, and all directors and executive officers, as a group, as well as
the name and address of each person known to the Company to beneficially own
more than 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership(1)
-------------------------------------
Currently
Shares of Exercisable Total as
Present Position Common Stock Percent of
Name With the Company Stock(#) Options(#)(2) Class(3)
------------------------ ------------------------------------ --------- ------------- ----------
<S> <C> <C> <C> <C>
Joseph W. Levy Chairman and Chief Executive Officer 1,448,443(4) 26,373 14.1%
P.O. Box 28920
Fresno, CA 93729-8920
Gerald H. Blum Vice Chairman of the Board 1,726,862(5) 20,123 16.7%
P.O. Box 28920 and Consultant
Fresno, CA 93729-8920
Bret W. Levy Vice President, Credit and 317,300(6) 2,500 3.1%
Customer Services and Director
Sharon Levy Director 0(7) 0 *
Joseph J. Penbera Director 5,000 0 *
Frederick R. Ruiz Director 5,000 0 *
O. James Woodward III Director 2,500 0 *
Max Gutmann Director 2,000 0 *
Stephen J. Furst President, Chief Operating Officer 0 16,250 *
and Director
Gary L. Gladding Executive Vice President, General 2,447 30,000 *
Merchandise Manager
Alan A. Weinstein Senior Vice President, Chief 0 15,000 *
Financial Officer
Michael J. Schmidt Senior Vice President, 8,564 20,000 *
Director of Stores
David L. Babson & Co.,
Inc. 642,600(8) 0 6.2%
One Memorial Drive
Cambridge, MA 02142-1300
Directors and Executive 3,518,116(9) 130,246 34.6%
Officers as a Group (12 Persons)
</TABLE>
footnotes on following page
- 8 -
<PAGE>
<TABLE>
<C> <S>
<FN>
------------------
* Holdings represent less than 1% of all common shares outstanding.
(1) Unless as otherwise indicated, (i) beneficial ownership is direct and (ii)
the person indicated has sole voting and investment power over the shares
of Common Stock indicated.
(2) Shares that may be acquired pursuant to options exercisable within 60 days
of May 15, 1995.
(3) Assumes that only those options of the particular person or group listed
that are exercisable within 60 days of May 15, 1995 have been exercised
and no others.
(4) Does not include the aggregate of 998,300 shares held by Joseph Levy's
adult children, Jody Levy-Schlesinger, Felicia Levy-Weston and Bret Levy
and their spouses and children, over which shares Joseph Levy disclaims
beneficial ownership, and does not include 580,000 shares beneficially
owned as a beneficiary of the trust established by the Will of Gertrude H.
Klein.
(5) Includes an aggregate of 1,160,000 shares beneficially owned as trustee of
the trust established by the Will of Gertrude H. Klein (as a beneficiary
of such trust, Joseph Levy may also be deemed to be a beneficial owner of
580,000 of the shares). Does not include other shares owned by Mr. Blum's
adult children, over which shares Mr. Blum disclaims beneficial ownership.
(6) Includes 20,400 shares owned by Amanda Levy, the daughter of Bret Levy,
for which he serves as custodian. Does not include 10,200 shares owned by
Bret Levy's spouse.
(7) Sharon Levy shares beneficial ownership of the shares attributed to Joseph
Levy, her husband, as community property.
(8) The information with respect to David L. Babson & Co., Inc. was reported
on a Schedule 13-G filed by David L. Babson & Co., Inc. with the SEC on
February 10, 1995, a copy of which was received by the Company and relied
upon in making this disclosure. David L. Babson & Co., exercised, as of
February 10, 1995, sole voting power with respect to 420,600 shares,
shared voting power with respect to 222,000 shares and sole dispositive
power with respect to all 642,600 shares.
(9) Includes 30,000 shares issuable upon exercise of options granted to the
executive officers of the Company which are exercisable on or within 60
days of May 15, 1995. See footnote (2) above.
</TABLE>
As of May 15, 1995, other than as indicated above, there was no person or
group known by the Company to own beneficially more than 5% of the outstanding
Common Stock of the Company.
- 9 -
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION. The materials set forth below contain information on
certain cash and non-cash compensation provided to the Company's Chief
Executive Officer, the four other executive officers of the Company who were
the most highly compensated executive officers for fiscal year 1994 and, as
required by applicable rules, the table also includes such compensation
information for the Company's former President and Chief Operating Officer who
ceased being a full-time employee of the Company in fiscal 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards(1)
-------------
Annual Compensation
-------------------------------------------- Securities All Other
Fiscal Other Annual Underlying Compensation
Name and Principal Position Year Salary($)(2) Bonus($)(3) Compensation(4) Options(#)(5) ($)(6)
--------------------------- ------ ------------ ----------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Levy 1994 $327,704 $ 0 $ -- 25,000 $1,663
Chairman and Chief 1993 239,526(7) 0 -- 0 3,258
Executive Officer 1992 331,346 0 -- 0 5,105
Stephen J. Furst(8) 1994 $227,662 $ 0 $15,257(9) 25,000 $3,536
President and Chief 1993 110,846(7) 0 23,767(9) 20,000 251
Operating Officer
Gary L. Gladding 1994 $252,425 $ 0 $ -- 20,000 $1,412
Executive Vice 1993 240,443(7) 0 -- 0 2,974
President and General 1992 243,101 0 -- 0 5,105
Merchandise Manager
Alan A. Weinstein(10) 1994 $144,496 $ 0 $ -- 20,000 $2,774
Senior Vice President 1993 72,596(7) 0 22,462(9) 20,000 265
and Chief Financial Officer
Michael J. Schmidt 1994 $163,580 $10,000(11) $ -- 20,000 $2,101
Senior Vice President, 1993 152,973(7) 10,000(11) -- 0 2,285
Director of Stores 1992 153,869 10,000(11) -- 0 4,105
Gerald H. Blum(12) 1994 $255,186(13) $ 0 $ -- 0 $2,686(14)
Vice Chairman of the 1993 297,360(7) 0 -- 0 3,362
Board and Consultant 1992 333,321 0 -- 0 5,105
and former President
and Chief Operating Officer
<FN>
------------------
(1) The Company did not make any payments or awards that would be classified
under the "Restricted Stock Award" and "LTIP Payout" columns otherwise
required to be included in the table by the applicable SEC disclosure
rules.
(2) Includes compensation earned but deferred pursuant to the Gottschalks
Inc. Retirement Savings Plan and a cafeteria plan established pursuant to
Internal Revenue Code Section 125.
(3) Except as indicated at footnote (11) below, no bonus compensation was
earned by the Named Officers pursuant to their employment agreements, as
applicable, or otherwise in fiscal years 1992, 1993 or 1994.
</TABLE>
- 10 -
<PAGE>
<TABLE>
<C> <S>
<FN>
(4) The amounts included in this column for each of the Named Officers do not
include the value of certain perquisites in which the aggregate did not
exceed the lesser of $50,000 or 10% of the Named Officer's aggregate
salary and bonus compensation for fiscal 1992, 1993 or 1994, as
applicable.
(5) Represents shares of stock underlying options granted under the Company's
various stock option plans. There were no individual grants of options in
tandem with stock appreciation rights ("SARS") or freestanding SARS made
during fiscal years 1992, 1993 or 1994 to the Named Officers.
(6) Except as indicated at footnote (14) below, represents contributions made
by the Company on behalf of the Named Officers to the Gottschalks Inc.
Retirement Savings Plan in the form of Common Stock of the Company and
amounts paid for term life insurance premiums.
(7) Mr. Levy took a voluntary reduction to his base salary of 10% during the
period of March through May 1993 and an additional 30% reduction during
the period of June 1993 through January 1994. Mr. Blum took a voluntary
reduction to his base salary of 10% during the period of March 1993
through January 1994. The remaining Named Officers took a salary
reduction of 4% along with all salaried employees of the Company during
the period of August 1993 through January 1994.
(8) Mr. Furst joined the Company as Executive Vice President and Chief
Operating Officer in July 1993 and became President and Chief Operating
Officer in November 1993. He became a director of the Company in March
1994. The base salary presented for fiscal 1993 was paid to him between
July 19, 1993 and January 29, 1994.
(9) Represents amounts paid as reimbursement for actual relocation expenses
incurred.
(10) Mr. Weinstein became Senior Vice President and Chief Financial Officer in
June 1993. The base salary presented for fiscal 1993 was paid to him
between June 21, 1993 and January 29, 1994.
(11) Represents bonus earned in the previous fiscal year and paid to Mr.
Schmidt in the fiscal year indicated pursuant to his employment
agreement.
(12) Mr. Blum stopped being a full-time employee of the Company in May 1994.
As described more fully in the "Compensation of Directors" portion of
this Proxy Statement, Mr. Blum has continued to provide consulting
services to the Company pursuant to a Consulting Agreement entered into
in May 1994.
(13) Includes $130,769 base salary paid to Mr. Blum between June 1, 1994 and
January 28, 1995 pursuant to his Consulting Agreement.
(14) Includes amounts paid on behalf of Mr. Blum pursuant to his Consulting
Agreement for term life insurance.
</TABLE>
- 11 -
<PAGE>
OPTION GRANTS. Shown below is information with respect to grants of stock
options during the last fiscal year under the Company's 1994 Key Employee
Incentive Stock Option Plan (the "1994 ISO Plan"). No options were granted
during the last fiscal year under the Company's 1986 Employee Non-Qualified
Stock Option Plan.
OPTION GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Appreciation for
Options Employees Exercise Option Term
Granted in Fiscal Price per Expiration ---------------------
Name (#)(1) Year 1994 ($/Share)(2) Date 5%($) 10%($)
------------------ ---------- ------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Levy 25,000 5.6% $10.87(3) 7/11/99(3) $ 75,080 $ 165,906
Stephen J. Furst 25,000 5.6% 9.88 7/11/04 155,337 393,654
Gary L. Gladding 20,000 4.5% 9.88 7/11/04 124,270 314,924
Alan A. Weinstein 20,000 4.5% 9.88 7/11/04 124,270 314,924
Michael J. Schmidt 20,000 4.5% 9.88 7/11/04 124,270 314,924
Gerald H. Blum 0 0.0% -- -- -- --
<FN>
------------------
(1) Represents options to purchase shares of Common Stock granted on July 11,
1994 under the 1994 ISO Plan. Options under the 1994 ISO Plan may be
exercised within the period of time specified in the individual option
agreements; provided that none are exercisable after ten years from the
date of the grant, or five years from the date of the grant in the case of
a person owning more than ten percent (10%) of the voting stock of the
Company. The maximum number of shares upon which options may be granted to
any one optionee in one year is 25,000. Options are exercisable: (a)
during an employee's term of employment; (b) for 90 days after the date of
termination if the employment was terminated other than for cause; and (c)
for one year after termination of employment as a result of death or
disablement, provided, however, in the cases set out in (b) and (c) that
the time of exercise is still within the option period and the options
were exercisable at the time of termination. Vesting may be accelerated in
the event the Company liquidates, dissolves, sells substantially all of
its assets or is not the surviving corporation in a merger or
consolidation or in the event 80% or more of the Company's voting stock is
acquired by another corporation or person, unless the surviving
corporation assumes or replaces the options. The 1994 ISO Plan is
administered by the Compensation Committee of the Board of Directors.
Subject to the 1994 ISO Plan, the Compensation Committee may modify,
extend or renew outstanding options granted thereunder.
(2) Represents the fair market value of the Company's Common Stock based on
its closing price on the New York Stock Exchange as of the date of the
grant of the options, except as indicated at footnote (3) below.
(3) Options were granted to Mr. Levy at an exercise price of 110% of the fair
market value of such shares on the date of the grant. Such options expire
five years after the date of the grant.
</TABLE>
- 12 -
<PAGE>
OPTION EXERCISES. Shown below is information with respect to the exercise of
stock options during the last fiscal year by the Named Officers and the value
of unexercised options held by each of them as of the end of the last fiscal
year.
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1994 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year-End Year-End (1)
----------------- -----------------
Shares Value Exercisable/ Exercisable/
Name Acquired (#) Realized ($) Unexercisable (#) Unexercisable ($)
------------------ ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Joseph W. Levy 0 $ 0 26,373/18,750 $0/0
Stephen J. Furst 0 0 16,250/28,750 0/0
Gary L. Gladding 0 0 5,000/15,000 0/0
Alan A. Weinstein 0 0 15,000/25,000 0/0
Michael J. Schmidt 0 0 5,000/15,000 0/0
Gerald H. Blum 0 0 20,123/0 0/0
<FN>
------------------
(1) The exercise price of the options range from $9.88 to $14.00 per share.
Based on a closing price of $6.88 for the Company's Common Stock on the
New York Stock Exchange as of January 28, 1995, the unexercised options
are "out-of-the-money".
</TABLE>
EMPLOYMENT AND SEVERANCE AGREEMENTS
EMPLOYMENT AGREEMENTS. The Company currently has only one employment
agreement outstanding. The agreement, with Mr. Schmidt, expires June 1, 1995.
For fiscal 1994, the Company also had employment agreements with Joseph Levy
and Gary Gladding. As more fully described in the "Report of the Compensation
Committee" portion of this Proxy Statement, such agreements were cancelled as
of the end of their terms during fiscal 1995. The Company entered into
severance agreements with both of the officers whose employment agreements
were terminated and each of the other Named Officers, except for Mr. Blum, who
is no longer an executive officer of the Company. See "Severance Agreements"
below.
While Mr. Schmidt's agreement is the only employment agreement still
outstanding, there were two other such agreements outstanding during fiscal
1994. Mr. Schmidt's agreement provided for an annual base salary of not less
than $163,000 in fiscal 1994 and an annual base salary of not less than
$174,000 in fiscal 1995 (until its termination on June 1, 1995). The
employment agreements of Joseph Levy and Gary Gladding expired on February 1,
1995. Those agreements provided for annual base salaries of not less than
$328,000 and $252,000, respectively, in fiscal 1994. All three of these
employment agreements provided for: (a) the payment of a bonus based on a
percentage of the Company's pre-tax net income (this element has been
superseded by the provisions of the 1994
- 13 -
<PAGE>
Executive Bonus Plan (see section entitled "Report of Compensation Committee"
in this Proxy Statement); (b) payment of the officer's base salary and bonus
for the remainder of the contract term in the event of death or termination as
a result of disability; and (c) under certain circumstances (other than
voluntary termination or termination for cause), payment of the officer's base
salary and bonus for the remainder of the term.
The Company also has a Wage Continuation Agreement with Joseph Levy which
provides for the payment, upon disability or death, of $3,750 per month. The
Wage Continuation Agreement expires on December 31, 1995.
SEVERANCE AGREEMENTS. On March 31, 1995, the Company entered into Severance
Agreements with each of the Named Officers (except for Mr. Blum), including
the Chief Executive Officer. Such agreements provide for the continuing
payment of the officer's base salary for a period of twelve months in the
event the officer is terminated by written notice by the Company for other
than cause (as defined). The agreements require the officers to continue to
report to work and perform such duties as specified in the written termination
notice in order to receive such continuing payments. The officers shall not be
entitled to receive a severance benefit under certain conditions including,
but not limited to: (i) the termination of employment by other than written
notice of termination by the Company and (ii) the termination of employment
for cause.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation of Directors" for a description of consulting fees paid to
Mr. Blum in fiscal 1994.
The Company extended a loan to Mr. Charles M. Kill, Vice President, Finance
and Corporate Controller of the Company from December 1992 to October 1993, to
facilitate Mr. Kill's relocation to the Fresno area. The outstanding balance
of the loan of $75,000, plus accrued interest of $7,099, was repaid in March
1995. Interest on the outstanding balance of the loan was accrued at a rate
equal to the prime rate of interest during fiscal 1994 and through March 1995
which ranged from 6.0% to 9.0%. The largest aggregate amount of indebtedness
outstanding at any time since the beginning of the fiscal year was $82,099.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The policy of the Compensation Committee of the Board of Directors is that
the compensation of the executives of the Company should be closely aligned
with the interests of the stockholders of the Company and linked with the
Company's overall financial performance and the executive's individual
performance. In addition, annual compensation paid to the Company's executive
officers should be limited to amounts that are deductible under present income
tax law. Such policies have been incorporated into a performance-based
compensation program developed and implemented by the Compensation Committee
during 1994 for the senior executive officers of the Company.
COMPENSATION PROGRAM
The Company's executive compensation program consists primarily of three
components: (1) base salary; (2) annual incentives and (3) stock options.
- 14 -
<PAGE>
BASE SALARY. Senior executives employed by the Company prior to 1992,
including the Chief Executive Officer, were compensated during 1994 in
accordance with the terms of pre-existing written employment agreements. These
agreements were entered into, in most cases, in 1986 or 1987 and provided for
automatic annual increases in base salary. The Compensation Committee believed
such agreements did not sufficiently link an executive's compensation to
either the individual's performance or the Company's overall results.
Accordingly, in April 1993 the Board, acting on the recommendation of the
Compensation Committee, cancelled the employment agreement of Mr. Levy, the
Company's Chairman and Chief Executive Officer, effective February 1, 1995
(the termination date of the agreement), and directed Mr. Levy, similarly to
cancel the employment agreements of the remaining senior executive officers at
the expiration of their terms in 1995.
As a result of the cancellation of his pre-existing employment agreement,
the base salary of Mr. Levy, the Chief Executive Officer, for fiscal 1995 has
been determined by the Compensation Committee based on factors such as scope
of responsibility, current performance and the overall financial performance
of the Company for the most recent fiscal year. The Compensation Committee
also considered salary ranges of chief executive officers of certain
competitors of the Company in its determination of his fiscal 1995 base
salary. Although based on such considerations the Compensation Committee
believed an increase to his base salary was warranted, Mr. Levy voluntarily
declined such an increase. Accordingly, Mr. Levy's annual base salary for
fiscal 1995 has not been changed from the previous year and will be $330,642.
Mr. Levy, as Chief Executive Officer, recommends the annual base salaries for
the senior executive officers of the Company based on factors such as the
scope of responsibility, the executive's individual performance, the
performance of areas within the executive's scope of responsibility and base
salary ranges of similarly positioned executives of certain competitors of the
Company. The Compensation Committee reviews and passes on the Chief Executive
Officer's recommendations for such officers annual base salary levels.
ANNUAL INCENTIVES. The written employment agreements for senior executive
officers employed by the Company prior to 1992 generally provided for an
annual bonus based on a percentage of the Company's pre-tax net income.
Although the bonus formulas included in such agreements provided the Company's
executives with an incentive to increase the Company's profits, the
Compensation Committee believed that the terms of such agreements did not
sufficiently link an executive's annual incentive to either the individual's
performance or the Company's overall results. Accordingly, the Compensation
Committee recommended the adoption of the Gottschalks Inc. Executive Bonus
Plan (the "Executive Bonus Plan") in consideration for such officers consent
to the immediate cancellation of their current employment agreements. The
Executive Bonus Plan, in effect for fiscal 1994, provides for a bonus pool to
be divided on a pro-rata basis (based on base salary) among the key executives
of the Company. The Board of Directors sets plan goals for the Company each
fiscal year. If the plan goals are achieved, the amount allocated to the bonus
pool is an amount equal to (a) the percentage of the Company's operating
profit, defined as income before income tax plus any provision for unusual
items (the "Operating Profit") for a fiscal year, determined by the quotient
obtained by dividing Operating Profit by total sales; multiplied by (b) the
total salaries of the executives participating in the Executive Bonus Plan. If
the plan goals are exceeded, the amount allocated to the bonus pool is an
amount equal to (a) the percentage of the Company's Operating Profit for a
fiscal year, determined by the quotient obtained by dividing Operating Profit
by total sales; multiplied by (b) the Operating Profit. No bonuses are to be
paid pursuant to the Executive Bonus Plan if the pre-tax profit of the
Company, before unusual items, is less than 2% of total sales. Inasmuch as the
Company's pre-tax operating
- 15 -
<PAGE>
profit prior to unusual items for fiscal 1994 did not equal or exceed 2% of
net sales, none of the senior executive officers received or were awarded a
bonus in fiscal 1994 pursuant to the Executive Bonus Plan.
STOCK OPTIONS. Stock options are granted to the senior executive officers
and other key employees of the Company at the discretion of the Compensation
Committee. The Compensation Committee believes the grant of stock options
reinforces the importance of improving stockholder value over the long-term,
and encourages and facilitates executive and key employee stock ownership of
the Company. The determination to grant options is also based on factors such
as the current number of unexercised options held by the senior executive
officers and employees, the expiration dates of those options and the current
financial performance of the Company. Option grants for the Chief Executive
Officer are determined by the Compensation Committee. Option grants for the
senior executives and key employees of the Company are recommended by the
Chief Executive Officer and reviewed and passed upon by the Compensation
Committee. In fiscal 1994, a total of 449,000 options were granted to 115
executive officers and key employees of the Company under the 1994 ISO Plan.
Such options were granted at $9.88 per share, the fair market value of the
Company's Common Stock on the date of the grant, except for options granted to
the Chief Executive Officer (a 10% stockholder), which were granted at $10.87
per share, or 110% of the fair market value of the Company's Common Stock on
the date of the grant. Such options vest at a rate of 25% per year beginning
on the first anniversary after the date of the grant and expire in ten years,
except for options granted to the Chief Executive Officer which expire five
years from the date of the grant.
OTHER. Compensation for other officers and managers of the Company was paid
during 1994 based upon an evaluation of each individual's performance,
responsibilities and the level of compensation of similarly positioned
managers at the Company and its competitors. Bonuses in the aggregate amount
of $567,000 were paid to 74 store managers and merchandising personnel of the
Company during 1994 based primarily upon the performance of the particular
individual's unit, department, division or store.
No member of the current Compensation Committee is a former or current
officer or employee of the Company or any of its subsidiaries, or is employed
by a company whose board of directors includes a member of management of the
Company.
O. James Woodward III, Chairman Max Gutmann Joseph J. Penbera Frederick R. Ruiz
STOCK PRICE PERFORMANCE
The following graph compares the cumulative total return of the Company's
Common Stock with the cumulative total return of (i) the S&P 500 Index and
(ii) the four companies described in the footnote to the graph. The comparison
covers the five-year period from close of market on the last trading day prior
to the beginning of the 1990 fiscal year to the last day of the Company's 1994
fiscal year and assumes that $100 was invested at the beginning of the period
in the Company's common stock and in each of the foregoing indices and assumes
reinvestment of dividends.
- 16 -
<PAGE>
The past stock price performance shown for the Company's Common Stock is not
necessarily indicative of future price performance. The Performance Graph will
not be deemed to be incorporated by reference by any general statement
incorporating this Proxy Statement into any filing by the Company under the
Securities Act of 1933 or under the Securities Act of 1934, except to the
extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed soliciting material or be deemed
filed under such Acts.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG GOTTSCHALKS INC, S&P 500 INDEX AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period GOTTSCHALKS S&P
(Fiscal Year Covered) INC 500 INDEX Peer Group
--------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- Jan-1990 $100 $100 $100
FYE Jan-1991 $133.33 $108.39 $ 55.19
FYE JAN-1992 $179.76 $132.99 $ 51.12
FYE JAN-1993 $ 90.48 $147.06 $ 33.77
FYE JAN-1994 $ 79.76 $166.00 $ 33.34
FYE JAN-1995 $ 69.05 $166.88 $ 24.34
<FN>
------------------
(1) Assumes $100 is invested on January 31, 1990 in the Company's Common
Stock, the S&P 500 Index and a composite index, weighted by market
capitalization, of the following four companies: Bon-Ton Stores, Inc.,
Crowley Milner & Co., Jacobson Stores, Inc. and Broadway Stores, Inc.
Broadway Stores, Inc. is included in the Company's Stock Price Performance
Chart as a replacement for Lamonts Apparel, Inc., which declared
bankruptcy during fiscal 1994. The dollar amounts shown at each year-end
are as of the last trading day prior to January 31 of each fiscal year.
</TABLE>
- 17 -
<PAGE>
OTHER MATTERS
INDEPENDENT AUDITORS
The Audit Committee selected Deloitte Touche, LLP as the Company's
independent auditors for fiscal 1995. Representatives of Deloitte & Touche,
LLP are expected to be present at the 1995 Annual Meeting and will be
available to answer appropriate questions and to make any statement they may
desire. While it is presently anticipated that Deloitte & Touche, LLP will
continue to serve as the Company's independent auditors during fiscal 1995,
and in that capacity will report on the Company's 1995 annual financial
statements, the Audit Committee reserves the right to select different
independent auditors at any time.
VOTING PROCEDURES AND REQUIRED VOTE
A majority of the Company's outstanding shares of Common Stock as of May 15,
1995 must be represented in person or by proxy to constitute a quorum for the
1995 Annual Meeting. All shares represented in person or by proxy, regardless
of the nature of the vote, the indication of abstention or the absence of a
vote indication, including broker non-votes, (i.e. shares held by brokers or
nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote that the broker or nominee does not have
discretionary power to vote on a particular matter), will be counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum. The election of directors shall be determined by a plurality of
votes cast and, therefore, only votes for or against a candidate, and not
abstentions or broker non-votes, are relevant to the outcome.
STOCKHOLDER PROPOSALS
In order for stockholder proposals for the Annual Stockholders' Meeting to
be held on or about June 21, 1996 to be eligible for inclusion in the
Company's Proxy Statement for that meeting, they must be received by the
Company at its principal office located at 7 River Park Place East, Fresno,
California 93720, prior to January 23, 1996 and must comply with all legal
requirements for inclusion of such proposals.
ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K
The Company's financial statements are not made part of this Proxy
Statement. However, financial statements reported upon by Deloitte & Touche,
LLP are included in the Annual Report to Stockholders for fiscal year 1994
which is enclosed with this Proxy Statement or was previously mailed to
stockholders. The Annual Report to Stockholders is not to be regarded as proxy
soliciting material or as a communication by means of which any solicitation
is made.
The Company's Annual Report on Form 10-K for fiscal year 1994, as filed with
the SEC, will be provided without charge to any stockholder who requests it
from Alan A. Weinstein, the Company's Senior Vice President/Chief Financial
Officer, 7 River Park Place East, Fresno, California 93720. The exhibits to
that report will also be provided upon request and payment of costs of
reproduction.
- 18 -
<PAGE>
OTHER BUSINESS
The Board of Directors of the Company knows of no other business to be
presented at the 1995 Annual Meeting. However, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote pursuant to the proxies in accordance with their
judgement on such matters.
----------------
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting.
We respectfully request you to sign, date and return the accompanying proxy
at your earliest convenience.
By Order of the Board of Directors,
/s/ JOSEPH W. LEVY
Joseph W. Levy
Chairman and Chief Executive Officer
May 22, 1995
- 19 -
<PAGE>
GOTTSCHALKS INC.
ANNUAL MEETING OF STOCKHOLDERS, JUNE 22, 1995
The undersigned hereby appoints Joseph W. Levy, Gerald H. Blum, O. James
P Woodward III and each of them, each with full power of substitution, as proxy
of the undersigned to attend the Annual Stockholders' Meeting of Gottschalks
R Inc., to be held on June 22, 1995, at 10:00 a.m., and any adjournment
thereof, and to vote the number of shares the undersigned would be entitled
O to vote if personally present as follows with respect to the following
matters which are more fully described in the Notice of Annual Meeting of
X Stockholders and Proxy Statement, each dated May 22, 1995, receipt of which
is hereby acknowledged by the undersigned.
Y
--------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
[X]
Please mark
your votes
as this
------------
COMMON
1. ELECTION OF DIRECTORS.
Joseph W. Levy, Gerald H. Blum,
Bret W. Levy, Sharon Levy,
Joseph J. Penbera, Frederick R. Ruiz, WITHHELD
O. James Woodward III, FOR FOR ALL
Max Gutmann and Stephen J. Furst [_] [_]
WITHHELD FOR: (Write that nominee's name in the space provided below).
--------------------------------------------------------------------------------
2. Such other matters as may properly come before the meeting or any
adjournment thereof. As to such other matters the undersigned hereby confers
discretionary authority.
I PLAN TO ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE [_]
Please mark this box if
you have written
comments/address change
on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BE-
HALF OF THE BOARD OF DIRECTORS OF GOTTSCHALKS INC.
Signature(s) _________________________________________ Date _________, 1995
NOTE: Please sign exactly as your name is printed. Each joint tenant should
sign. Executives, administrators, trustees or guardians should give full titles
when signing. Please sign, date and return your Proxy promptly in the enclosed
envelope, which requires no postage if mailed in the United States.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
