<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14A
(RULE 14A-101)
------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT /X/
FILED BY A PARTY OTHER THAN REGISTRANT / /
CHECK THE APPROPRIATE BOX:
/ / PRELIMINARY PROXY STATEMENT
/X/ DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
LECHTERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LECHTERS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
------------------------
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2)
/ / $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:(1)
4. Proposed maximum aggregate value of transaction:
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / 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 the filing.
1. Amount previously paid:
2. Form, schedule or registration statement no.:
3. Filing party:
4. Date filed:
------------------------
It is anticipated that this Proxy Statement and a related form of proxy will
first be delivered to security holders on or around May 12, 1995
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<PAGE> 2
LECHTERS, INC.
1 CAPE MAY STREET
HARRISON, NEW JERSEY 07029-9998
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
The Annual Meeting of Shareholders of Lechters, Inc. (the "Company") will
be held at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th
Street, 19th Floor, New York, New York on Thursday, June 15, 1995, at 9:00 a.m.,
for the following purposes:
(1) to elect five directors;
(2) to consider and act upon a proposal to ratify the appointment of
Deloitte & Touche LLP as the independent auditors of the Company for
the fiscal year ending January 27, 1996; and
(3) to transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 28, 1995 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting. The transfer books of the Company will not be closed.
By Order of the Board of Directors,
IRA S. ROSENBERG,
Secretary
Harrison, New Jersey
May 12, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
LECHTERS, INC.
1 CAPE MAY STREET
HARRISON, NEW JERSEY 07029-9998
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Lechters, Inc., a
New Jersey corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors for use at the Annual Meeting of Shareholders
of the Company to be held on Thursday, June 15, 1995 and any adjournment or
adjournments thereof. A copy of the notice of meeting accompanies this Proxy
Statement. It is anticipated that the mailing of this Proxy Statement will
commence on or about May 12, 1995.
Only shareholders of record at the close of business on April 28, 1995, the
record date for the meeting, will be entitled to notice of and to vote at the
meeting. On the record date the Company had outstanding 17,140,386 shares of
common stock, no par value (the "Common Stock"), which are the only securities
of the Company entitled to vote at the shareholders' meeting, each share being
entitled to one vote.
Shareholders who execute proxies may revoke them by giving written notice
to the Secretary of the Company at any time before such proxies are voted or by
executing a later-dated proxy. Attendance at the meeting will not have the
effect of revoking a proxy unless the shareholder so attending, in writing, so
notifies the Secretary of the meeting at any time prior to the voting of the
proxy.
The Board of Directors does not know of any matter that is expected to be
presented for consideration at the meeting, other than (i) the election of
directors and (ii) the proposal to ratify the appointment of the independent
auditors of the Company for the current fiscal year. However, if other matters
properly come before the meeting, the persons named in the accompanying proxy
intend to vote thereon in accordance with their judgment.
The Company will bear the cost of the meeting and the cost of soliciting
proxies, including the cost of mailing the proxy material. In addition to
solicitation by mail, directors, officers and regular employees of the Company
(who will not be specifically compensated for such services) may solicit proxies
by telephone or otherwise. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward proxies and proxy material
to their principals and the Company will reimburse them for their expenses.
Directors will be elected by a plurality of the votes cast. All proxies
received pursuant to this solicitation will be voted except as to matters where
authority to vote is specifically withheld and, where a choice is specified as
to the proposal, they will be voted in accordance with such specification. If no
instructions are given, the persons named in the proxy solicited by the Board of
Directors of the Company intend to vote for the nominees for election as
directors of the Company listed herein. Abstentions and broker non-votes will
not be considered votes cast.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of Common Stock by each person known by the Company to be the
beneficial owner of more than five percent of the outstanding Common Stock,
based upon total shares outstanding as of April 17, 1995:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED CLASS
-------------------------------------------------------- ---------------- -------
<S> <C> <C>
Donald Jonas............................................ 4,181,325(1) 24.4%
c/o Lechters, Inc.
1 Cape May Street
Harrison, New Jersey 07029
State of Wisconsin Investment Board..................... 979,000(2) 5.7%
P.O. Box 7842
Madison, WI 53707
FMR Corp................................................ 2,207,723(3) 12.9%
82 Devonshire Street
Boston, MA 02109-3614
Fidelity Management & Research Company.................. 2,029,584(4) 11.8%
82 Devonshire Street
Boston, MA 02109-3614
</TABLE>
- - ---------------
(1) Includes 111,384 shares held by Mr. Jonas' wife, as to which shares Mr.
Jonas disclaims beneficial ownership.
(2) Based on information as of February 13, 1995, contained in a Schedule 13G
filed with the Securities and Exchange Commission.
(3) Includes: (i) 2,029,584 shares beneficially owned by Fidelity Management &
Research Company, a subsidiary of FMR Corp.; (ii) 167,839 shares
beneficially owned by Fidelity Management Trust Company, a subsidiary of FMR
Corp.; and (iii) 10,300 shares beneficially owned by certain of its
affiliates. FMR Corp. has sole voting power with respect to 63,786 shares
and sole dispositive power with respect to all the shares. Based on
information provided by FMR Corp. as of February 28, 1995.
(4) Includes 26,884 shares issuable on conversion of convertible subordinated
debentures. Based on information provided by FMR Corp. as of February 28,
1995.
Except as noted in the footnotes above, (i) none of such shares is known by
the Company to be shares with respect to which the beneficial owner has the
right to acquire beneficial ownership and (ii) the Company believes the
beneficial holders listed above have sole voting and investment power regarding
the shares shown as being beneficially owned by such beneficial holders.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with each class
holding office for a staggered three-year term. The terms of Messrs. Jonas,
Kanter, Lechter and Pfeffer, the Class A Directors, and the term of Mr. Malkin,
a Class C Director, will expire at the Annual Meeting of Shareholders to be held
on June 15, 1995, and such persons are nominees for reelection as directors at
such meeting. The terms of Messrs. Davis, Fischman and Matthews, as Class C
Directors, will expire in 1996 and the terms of Ms. Maneker and of Messrs.
Begun, Knox and Wolff, the Class B Directors, will expire in 1997.
Mr. Anthony E. Malkin was appointed a Class C Director as of December 8,
1994 by the Board of Directors to fill the vacancy created by the resignation on
September 30, 1994 of Michael F. Anthony. At the meeting, Mr. Malkin is to be
elected as a Class C Director to hold office until the annual meeting in 1996
and until his successor has been elected and qualified. At the meeting, Messrs.
Jonas, Kanter, Lechter and Pfeffer are to be elected directors to hold office
until the annual meeting in 1998 and until each of their successors has been
elected and qualified. If any nominee listed in the table below should become
unavailable for any reason, which management does not now anticipate, the
persons named in the proxy solicited by the Board of
2
<PAGE> 5
Directors reserve the right to substitute another person of their choice in his
or her place. All nominees named in the table below are now directors of the
Company.
The following information is furnished with respect to each nominee for
director of the Company and each other member of the Board of Directors whose
term of office will continue after the Annual Meeting. All such information has
been furnished to the Company by such directors.
NOMINEES
CLASS A -- TERMS EXPIRING 1995
<TABLE>
<CAPTION>
CURRENT POSITIONS
NAME AND AGE WITH THE COMPANY
---------------------------------------------- ------------------------------
<S> <C>
Donald Jonas (65)............................. Chairman of the Board
Steen Kanter (49)............................. Vice Chairman and Chief
Executive Officer
Albert Lechter (66)........................... Director
Leonard Pfeffer (68).......................... Director
</TABLE>
CLASS C --TERM EXPIRING 1995
<TABLE>
<CAPTION>
CURRENT POSITION
NAME AND AGE WITH THE COMPANY
---------------------------------------------- ------------------------------
<S> <C>
Anthony E. Malkin (32)........................ Director
</TABLE>
DIRECTORS CONTINUING IN OFFICE
CLASS C -- TERMS EXPIRING 1996
<TABLE>
<CAPTION>
CURRENT POSITIONS
NAME AND AGE WITH THE COMPANY
---------------------------------------------- ------------------------------
<S> <C>
Charles A. Davis (46)......................... Director
Bernard D. Fischman (80)...................... Director
Norman Matthews (62).......................... Director
</TABLE>
CLASS B -- TERMS EXPIRING 1997
<TABLE>
<CAPTION>
CURRENT POSITIONS
NAME AND AGE WITH THE COMPANY
---------------------------------------------- ------------------------------
<S> <C>
Martin S. Begun (62).......................... Director
Robert Knox (43).............................. Director
Roberta S. Maneker (57)....................... Director
John Wolff (42)............................... Director
</TABLE>
Donald Jonas has been Chairman of the Board and a director of the Company
or its former parent since 1979. Mr. Jonas served as Chief Executive Officer of
the Company from January 1984 to January 1994. He is also a director of Dress
Barn, Inc.
Steen Kanter has been Vice Chairman and Chief Executive Officer of the
Company since January 31, 1994. Prior to joining the Company Mr. Kanter served
as Executive Vice President of Ikea U.S., Inc., a retail home furnishing chain,
from April 1989 to January 1994, and as President of its Ikea US East Division
during this same period. He was appointed a director as of January 31, 1994 by
the Board of Directors.
Albert Lechter served as President and a director of the Company or its
former parent from 1975 to 1992. Mr. Lechter was Vice Chairman of the Board from
1992 until November 1993.
3
<PAGE> 6
Leonard Pfeffer has been a director of the Company or its former parent
since 1979. He served as an Executive Vice President from 1979 to 1992. He was
also Chief Financial Officer of the Company from 1983 to 1991.
Anthony E. Malkin has been a director of the Company since December 8,
1994. He has been President and Chief Operating Officer of W&M Properties, Inc.
for more than the last five years.
Charles A. Davis is a limited partner of Goldman, Sachs & Co., an
investment banking firm, and was a general partner of Goldman, Sachs & Co. from
1990 to December 1994. He is also a director of Media General, Inc., US Life
Corporation and Merchants Bancshares, Inc. He has been a director of the Company
since 1989.
Bernard D. Fischman has been Of Counsel to the law firm of LeBoeuf, Lamb,
Greene & MacRae, L.L.P., counsel to the Company, since March, 1994. Prior to
that time he was a partner in the law firm of Shea & Gould for more than the
previous five years. He has been a director of the Company since 1989.
Norman Matthews has been a retail consultant to the Company since 1989. He
served as the President of Federated Department Stores from 1987 to 1988 and was
Vice Chairman of the Board of Federated Department Stores from 1983 to 1988. He
is a director of Progressive Corp.; Loehmann's, Inc.; Eye Care Centers of
America and Hills Stores Company. He has been a director of the Company since
1989.
Martin S. Begun has been associated with New York University since 1963 and
is currently Vice President for External Relations of the New York University
Medical Center and Associate Dean of its School of Medicine. He has been a
director of the Company since 1986.
Robert Knox has been President of Prudential Venture Capital Management,
Inc. since 1984. He has been a director of the Company since 1986. He is also a
director of Health Management Associates, Inc.
Roberta S. Maneker has been self-employed since November 1994. Prior to
that time she was Senior Vice President of Marketing and Corporate
Communications at Christie's, an auction house, since 1987. She has been a
director of the Company since 1992.
John Wolff has been a partner of CEW Partners, a New York-based investment
firm, since 1984. He has been a director of the Company since 1986.
4
<PAGE> 7
BENEFICIAL OWNERSHIP OF DIRECTORS AND MANAGEMENT
The table below sets forth the beneficial ownership of the Common Stock as
of April 17, 1995 by (i) each director and nominee for director, (ii) each of
the executive officers named in the "Summary Compensation Table," and (iii) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF
COMMON STOCK AS PERCENT
NAME POSITION OF APRIL 17, 1995 OF CLASS
- - --------------------------------- ----------------------------- ----------------- --------
<S> <C> <C> <C>
Donald Jonas..................... Chairman of the Board 4,181,325(1) 24.4%
Steen Kanter..................... Chief Executive Officer and
Vice Chairman of the Board 40,000(2) (14)
Anthony E. Malkin................ Director 15,408(3) (14)
Albert Lechter................... Director 3,020(4) (14)
Leonard Pfeffer.................. Director 29,120(5) (14)
Martin S. Begun.................. Director 4,600(6) (14)
Robert Knox...................... Director 22,488(6) (14)
Roberta S. Maneker............... Director 3,600(6) (14)
John Wolff....................... Director 64,600(6)(7) (14)
Charles A. Davis................. Director 3,000(6) (14)
Bernard D. Fischman.............. Director 58,200(8) (14)
Norman Matthews.................. Director 138,302(9) (14)
Frank O'Neill.................... Vice President -- Director of
Real Estate 20,349(10) (14)
Michael F. Anthony............... Director(11) 93,101 (14)
Dennis A. Hickey................. Vice President -- Director of
Store Operations 27,663(12) (14)
All directors and executive
officers
of the Company as a group
(19 persons)................... 4,498,373(13) 26.2%
</TABLE>
- - ---------------
(1) Information concerning Mr. Jonas' ownership of Common Stock is set forth
under "Principal Shareholders."
(2) Includes 40,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days of May 12, 1995. Does not include 235,000 shares
of Common Stock issuable pursuant to options not exercisable within 60 days
of May 12, 1995.
(3) Includes 12,508 shares held jointly with Mr. Malkin's wife and 2,900 shares
held by a trust for the benefit of Mr. Malkin's children of which Mr.
Malkin is trustee.
(4) Albert Lechter was a party to a voting agreement pursuant to which Donald
Jonas had the right to vote all of such shares until June 1994.
(5) Leonard Pfeffer was a party to a voting agreement pursuant to which Donald
Jonas had the right to vote all of such shares until June 1994.
(6) Includes 2,600 shares of Common Stock issuable pursuant to options
exercisable either currently or within 60 days of May 12, 1995. Does not
include 3,400 shares of Common Stock issuable pursuant to options not
exercisable within 60 days of May 12, 1995.
(7) Includes 60,000 shares of Common Stock held of record by CEW Partners, the
general partner of which is Basil Venture Partners of which Mr. Wolff is a
partner, although Mr. Wolff disclaims such beneficial ownership. Such
shares were subject to a voting agreement pursuant to which Donald Jonas
had the right to vote all of such shares until June 1994.
(8) Bernard D. Fischman was a party to a voting agreement pursuant to which
Donald Jonas had the right to vote all of such shares until June 1994.
5
<PAGE> 8
(9) Includes 128,302 shares of Common Stock issuable pursuant to options
exercisable either currently or within 60 days of May 12, 1995. Does not
include 13,000 shares of Common Stock issuable pursuant to options not
exercisable within 60 days of May 12, 1995.
(10) Includes 20,000 shares of Common Stock issuable pursuant to the exercise of
options within 60 days of May 12, 1995. Does not include 31,000 shares of
Common Stock issuable pursuant to the exercise of options not exercisable
within 60 days of May 12, 1995.
(11) Mr. Anthony resigned as a director of the Company effective September 30,
1994.
(12) Includes 26,000 shares of Common Stock issuable pursuant to the exercise of
options within 60 days of May 12, 1995. Does not include 14,000 shares of
Common Stock issuable pursuant to the exercise of options not exercisable
within 60 days of May 12, 1995.
(13) Includes 234,302 shares of Common Stock issuable pursuant to the exercise
of options exercisable within 60 days of May 12, 1995. Does not include
394,000 shares of Common Stock issuable pursuant to the exercise of options
not exercisable within 60 days of May 12, 1995.
(14) The percentage of shares beneficially owned does not exceed one percent of
the outstanding shares on April 7, 1995.
Except as noted in the footnotes above, (i) none of such shares is known by
the Company to be shares with respect to which such beneficial owner has the
right to acquire beneficial ownership and (ii) the Company believes the
beneficial holders listed above have sole voting and investment power regarding
the shares shown as being beneficially owned by them.
DIRECTOR COMPENSATION AND ATTENDANCE
Directors who are not officers of, consultants to or attorneys for the
Company receive directors' fees of $500 per meeting, plus an annual fee of
$10,000.
On August 1, 1994, pursuant to the Stock Option Plan, each of Ms. Maneker
and Messrs. Begun, Davis, Fischman, Knox, Matthews and Wolff received an option
to purchase 1,000 shares of Common Stock. The shares subject to these options
vest in five equal annual installments commencing on the first anniversary of
the date of grant, subject to such terms and provisions as determined by the
Stock Option Committee in the event of death, retirement or disability of a
director or the termination of a director's association with the Company. The
exercise price of such options was equal to the fair market value of the Common
stock on the date of grant. The options expire no later than 10 years from the
date of grant. As of the date hereof, none of such options has been exercised.
Pursuant to a consulting agreement between the Company and Norman Matthews,
Mr. Matthews received $50,000 in the fiscal year ended January 28, 1995 for
services provided to the Company.
Pursuant to a consulting agreement between the Company and Leonard Pfeffer,
Mr. Pfeffer received approximately $75,000 in the fiscal year ended January 28,
1995 for providing certain advisory services to the Company and refraining from
direct or indirect employment in substantial competition with the Company. Mr.
Pfeffer will be annually paid $75,000 for a period of 10 years which ends 2002.
The Company maintains life insurance coverage for Mr. Pfeffer so that upon the
death of such executive the Company will receive from the insurance proceeds a
sum approximately sufficient to offset the aggregate benefits payable under such
consulting agreement.
Pursuant to a consulting agreement between the Company and Albert Lechter,
Mr. Lechter received approximately $100,000 in the fiscal year ended January 28,
1995, for providing certain advisory services to the Company and refraining from
direct or indirect employment in substantial competition with the Company. Mr.
Lechter will be annually paid $100,000 for a period of 10 years which ends 2003.
The Company maintains life insurance coverage for Mr. Lechter so that upon the
death of such executive the Company will receive from the insurance proceeds a
sum approximately sufficient to offset the aggregate benefits payable under such
consulting agreement.
The Board of Directors held four meetings during the fiscal year ended
January 28, 1995. During such fiscal year, none of the directors attended fewer
than 75% of the aggregate of (i) the total number of
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<PAGE> 9
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees of the Board on which such director served.
BOARD COMMITTEES AND MEMBERSHIP
The Company has an Executive Committee consisting of Charles A. Davis,
Donald Jonas, Albert Lechter and John Wolff, which is empowered to exercise all
powers of the Board of Directors in the management of the affairs of the Company
with certain exceptions. The Executive Committee held one meeting during the
fiscal year ended January 28, 1995.
The Company has an Audit Committee, consisting of Martin S. Begun, Robert
Knox and John Wolff, which reviews the scope and results of the independent
accountants' examination and related fees, the internal audit activity of the
Company and other pertinent auditing and internal control matters. The Audit
Committee held two meetings during the fiscal year ended January 28, 1995.
The Company has a Compensation Committee, consisting of Martin S. Begun,
Bernard D. Fischman and Roberta S. Maneker. The Compensation Committee has the
authority to review all matters relating to the personnel of the Company. The
Compensation Committee held no meetings during the fiscal year ended January 28,
1995.
The Company does not have a Nominating Committee.
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table contains information about the compensation paid by the
Company for services rendered in all capacities during the three fiscal years
ended January 28, 1995 to the Chief Executive Officer of the Company and each of
the four most highly paid executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION OTHER AWARDS PAYOUTS ALL
ANNUAL --------------------- ----------- OTHER
-------------------- COMPEN- RESTRICTED LONG TERM COMPEN-
YEAR SALARY BONUS SATION STOCK OPTIONS INCENTIVE SATION
NAME AND PRINCIPAL POSITION ENDED ($) ($) ($) AWARDS (#) PLAN PAYOUT ($)
- - ----------------------------- --------- -------- ------- ------- ---------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Anthony(2)........... 1/28/1995 $231,250 $ -- $-- -- -- -- $3,710 (1)
President and Chief 1/29/1994 218,389(3) 20,000 -- 100,000 100,000 -- 1,235 (1)
Operating Officer 1/30/1993 186,960(3) 10,000 -- -- -- -- 1,134
Steen Kanter(5).............. 1/28/1995 350,002 -- -- 100,000 100,000 -- 882 (1)
Vice Chairman and 1/29/1994 -- -- -- -- -- -- --
Chief Executive Officer 1/30/1993 -- -- -- -- -- -- --
Frank O'Neill................ 1/28/1995 250,000 20,000 -- -- 11,000 -- 4,005 (1)(4)
Vice President -- Director 1/29/1994 200,538 20,000 -- -- 20,000 -- 408 (1)
of Real Estate 1/30/1993 169,731 -- -- -- -- -- 216
Philip J. Reilly(6).......... 1/28/1995 152,308 -- -- -- -- -- 2,240 (1)(4)
Vice President and 1/29/1994 162,062 20,000 -- -- 10,000 -- 1,187 (1)
Chief Financial Officer.... 1/30/1993 142,789 15,000 -- -- 20,000 -- 709
Dennis A. Hickey............. 1/28/1995 200,000 25,000 -- -- -- -- 3,004 (1)(4)
Vice President -- Director 1/29/1994 180,812 32,500 -- -- 10,000 -- 1,201 (1)
of Store Operations 1/30/1993 134,000 7,500 -- -- 10,000 -- 1,134
</TABLE>
- - ---------------
(1) Includes insurance premiums paid by the Company with respect to term life
insurance for each of the named executive officers.
(2) Mr. Anthony resigned as President, Chief Operating Officer and director of
the Company effective September 30, 1994. Mr. Anthony is named in this
"Executive Compensation" section pursuant to requirements of the Securities
and Exchange Commission.
(3) Represents deferred compensation accrued in the amount of $2,577 and $2,344
for the two years ended January 29, 1994, and January 30, 1993,
respectively.
(4) Includes matching contributions under the Company's 401(k) plan of $1,248
for Mr. Anthony, $2,471 for Mr. Hickey, $2,582 for Mr. O'Neill and $1,111
for Mr. Reilly.
(5) Steen Kanter has been Vice Chairman and Chief Executive Officer of the
Company since January 31, 1994.
(6) Mr. Reilly resigned as Vice President and Chief Financial Officer effective
July 1, 1994 and was paid his salary through the end of the fiscal year. Mr.
Reilly is named in this "Executive Compensation" section pursuant to
requirements of the Securities and Exchange Commission.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has an employment agreement with Steen Kanter pursuant to which
he is serving as Chief Executive Officer and Vice Chairman of the Board of the
Company. The agreement provides for a five year term which commenced on January
31, 1994. The agreement provides for a base annual salary of $350,000 which base
salary was increased to $400,000 effective February 1, 1995. In addition, Mr.
Kanter has been granted (i) options to purchase 200,000 shares of Common Stock
of the Company at an exercise price of $11.50 per share vesting over five years,
the vesting of 100,000 of which are subject to attainment of certain targeted
earnings; and (ii) options to purchase 150,000 shares of Common Stock of the
Company at an exercise price of $17.25 per share over five years, the vesting of
75,000 of which are subject to attainment of certain targeted earnings. The
agreement provides for the Company to make a loan to Mr. Kanter of $60,000
8
<PAGE> 11
repayable in five annual installments at an annual rate of 5.4%. This loan has
not been made, but may be made in the future. The agreement also provides for
the Company to give Mr. Kanter a $500 per month automobile expense. The
agreement provides for the payment of a bonus for services rendered during
fiscal year 1995 subject to the attainment of certain targeted earnings.
Pursuant to the agreement the Board has granted a bonus of $50,000 for services
rendered during fiscal year 1994.
Michael Anthony served as the President and Chief Operating Officer of the
Company pursuant to an employment agreement which provided for a year-to-year
term. Mr. Anthony resigned from his positions with the Company effective
September 30, 1994. The employment agreement provided for a base annual salary
of $325,000.
A consulting agreement between the Company and Donald Jonas provides that,
upon retirement at age 65 or older, Mr. Jonas will, for a period of 10 years, be
annually paid up to $100,000. During the fiscal year ended January 28, 1995, no
payment was made under such consulting arrangement. The Company maintains life
insurance coverage for Mr. Jonas so that upon the death of such executive the
Company will recover from the insurance proceeds a sum approximately sufficient
to offset the aggregate benefits payable under such consulting agreement.
The Company's consulting agreements with Messrs. Lechter and Pfeffer are
discussed under "Director Compensation and Attendance."
STOCK OPTIONS
The following table contains information concerning the grant of options
under the Stock Option Plan and outside of the Stock Option Plan to each of the
executive officers named in the Summary Compensation Table during the fiscal
year ended January 28, 1995. The Stock Option Plan does not permit the issuance
of stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AS ASSUMED
------------------------------------------------------------ ANNUAL RATES OF STOCK
PERCENT OF TOTAL PRICE APPRECIATION FOR
OPTIONS GRANTED EXERCISE OPTION TERM(2)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- - ------------------- ------------- ---------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael Anthony.... -- --% $ -- -- $ -- $ --
Steen Kanter(3).... 200,000(3) 51.6 11.50 5/01/04 3,299,200 6,615,980
Frank O'Neill...... 11,000 2.8 13.75 8/01/04 156,706 339,129
Philip J. Reilly... -- -- -- -- -- --
Dennis A. Hickey... -- -- -- -- -- --
</TABLE>
- - ---------------
(1) Options are granted pursuant to the Stock Option Plan and generally become
exercisable annually, in increments of 20% of the total grant, beginning on
the first anniversary of the date of grant. The exercisability of such
options is dependent on continued employment with the Company. Options were
granted at fair market value of the Common Stock on the date of grant and
expire 10 years from the date of grant. The option exercise price may be
paid in shares of Common Stock owned by the executive officer, in cash, or
in any combination thereof. In the event of change in control of the
Company, these options may vest automatically and be exercisable immediately
in full, under certain circumstances.
(2) The potential realizable value represents the estimated future gain in the
value of the options over their exercise price which may exist immediately
prior to the scheduled expiration date of the options. The calculation
assumes the specified compounded rates of appreciation in the per share
price of the Common Stock starting on the date of grant and further assumes
that the options will be exercised on the expiration date. The actual value,
if any, which may be realized will depend upon the market price of the
Common Stock on the date the option is exercised. There is no assurance that
the actual value, if any, which may
9
<PAGE> 12
be realized at, or near, the value estimated by the calculations above. The
market price of the Common Stock at January 28, 1995 was $17.1875 per share.
(3) Includes options to purchase 100,000 shares of Common Stock subject to the
satisfaction of an earnings test established annually. The earnings test
established for the fiscal year ended January 28, 1995 was not satisfied,
resulting in the cancellation of the options to purchase 20,000 of such
shares.
The following table sets forth information for each of the executive
officers named in the Summary Compensation Table with respect to the value of
options exercised during the fiscal year ended January 28, 1995 and the value of
outstanding and unexercised options held as of January 28, 1995, based upon the
market value of the Common Stock of $17.1875 per share on that date. There were
no options exercised by the executive officers named below during the fiscal
year ended January 28, 1995.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END(#) YEAR-END($)(1)
ACQUIRED VALUE ---------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - -------------------------- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steen Kanter.............. -- -- -- 200,000 $ -- $ 1,137,500
Michael Anthony........... -- -- -- -- -- --
Philip Reilly............. -- -- -- -- -- --
Frank O'Neill............. -- -- 16,000 24,000 42,260 101,880
Dennis Hickey............. -- -- 16,000 4,000 157,000 39,250
</TABLE>
- - ---------------
(1) Represents the difference between the closing market price of the Common
Stock at January 28, 1995 of $17.1875 per share and the exercise price per
share of in-the-money options multiplied by the number of shares underlying
the in-the-money options.
BOARD REPORT ON EXECUTIVE COMPENSATION
The principal objectives of the Company's compensation program are to
attract and retain qualified executives and to provide incentives for such
executives to enhance the profitability and growth of the Company and thus
enhance shareholder value.
During the fiscal year ended January 28, 1995, the Company's executive
compensation program was administered by the Board of Directors. The executive
compensation program consists principally of base salaries and long-term
incentives.
The following describes components of the Company's executive compensation
program and the related factors considered by the Board in determining
compensation:
Base Salaries. Base salaries are determined after evaluating a number
of factors, including local market conditions, job performance and amounts
paid to executives with comparable experience, qualifications and
responsibilities at other retailers. The Company defers the compensation
payable to certain employees (as described below), lowering the base
salaries currently payable to such employees.
Other Compensation. In order to lower the base salaries currently
payable to certain employees, thereby conserving the Company's present
working capital, the Company has entered into deferred compensation
agreements with certain employees whereby compensation is deferred until
termination of employment with the Company. The deferred compensation
agreements provide, in part, that if the employee has attained the age of
56 or older on the date of his termination of employment, the Company will
pay to the employee certain compensation for a period of 10 years. The
annual amount payable by the Company increases 10% for each year of service
after age 56 with the maximum amount payable if the employee retires at age
65 or older. Certain of the deferred compensation agreements require that
the
10
<PAGE> 13
individual provide advisory services to the Company and to refrain from
substantial competition with the Company during this 10 year period after
retirement. The Company believes that deferred compensation agreements such
as these encourage employees of the Company to remain employed by or
associated with the Company. The Company maintains life insurance coverage
for each eligible executive so that upon the death of such executive the
Company will recover from the insurance proceeds a sum approximately
sufficient to offset the aggregate benefits payable under each agreement.
Long-Term Incentive Compensation. The Company's long-term incentive
compensation program consists principally of stock options which generally
vest over a number of years. The number of shares of Common Stock subject
to an executive's stock option grant is determined with reference to the
responsibility and experience of the executive and competitive conditions.
By aligning the financial interests of the Company's executives with those
of the Company's shareholders, these equity awards are intended to be
directly related to the creation of value for shareholders of the Company.
The deferred vesting provisions are designed to create an incentive for the
individual executive to remain with the Company.
Benefits. The Company offers basic benefits, such as medical, life
and disability insurance comparable to those provided by other similar
companies.
Chief Executive Officer. The relatively low compensation paid to
Donald Jonas, the chief executive officer of the Company during the fiscal
year ended January 28, 1995 , in comparison to compensation paid to chief
executive officers of other comparable retailers, results from such
officer's request that he not receive higher compensation. Mr. Jonas and
the Board of Directors believe that, since Mr. Jonas is the largest single
shareholder of the Company, his interests and those of the other
shareholders are aligned, and therefore Mr. Jonas has sufficient incentive
to want to maximize shareholder value. In addition, Mr. Jonas is a party to
a consulting agreement with the Company which provides that, upon
retirement at age 65 or older, Mr. Jonas will, for a period of 10 years, be
annually paid up to $100,000 and be provided with (or be paid the cash
equivalent of) certain services including a secretary, office, driver and
car,in return for his providing certain advisory services to the Company
and refraining from direct or indirect employment in substantial
competition with the Company. The annual amount to be paid to Mr. Jonas
under this consulting agreement will be reduced by 10% for each one year
decrease in Mr. Jonas' retirement age below age 65. The Company maintains
life insurance coverage for Mr. Jonas to fund the aggregate benefits
payable under such consulting agreement.
SUBMITTED BY THE BOARD OF DIRECTORS:
Donald Jonas Robert Knox
Albert Lechter Roberta S. Maneker
Anthony E. Malkin John Wolff
Leonard Pfeffer Charles A. Davis
Martin S. Begun Bernard D. Fischman
Norman Matthews
11
<PAGE> 14
PERFORMANCE GRAPH
The following graph illustrates, for the period from January 27, 1990
through January 28, 1995, the cumulative total shareholder return (including
reinvestment of dividends) of $100 invested in (i) the Common Stock, (ii) the
Total Return Index for the NASDAQ Stock Market (U.S. companies) and (iii) the
Total Return Industry Index for NASDAQ Retail Trade Stocks.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED JANUARY 28, 1995
<TABLE>
<CAPTION>
THE NASDAQ
MEASUREMENT PERIOD LECHTERS, STOCK MARKET NASDAQ RETAIL
(FISCAL YEAR COVERED) INC. (US) TRADE STOCKS
<S> <C> <C> <C>
1/90 100.0000 100.0000 100.0000
1/91 77.439 103.2518 120.4241
1/92 206.0976 157.9494 210.2676
1/93 197.561 178.548 189.6920
1/94 143.9024 204.08 204.0823
1/95 167.6829 194.8006 180.0972
</TABLE>
CERTAIN TRANSACTIONS
A subsidiary of the Company operates two stores in buildings in which
Donald Jonas has an interest. A subsidiary of the Company operates four stores
in buildings which are managed by a company with whom Mr. Malkin is affiliated
and in which Mr. Malkin's father has an interest. The Company believes that the
terms of these leases are comparable to other similar leases to which the
Company is a party.
Donald Jonas, members of his family and certain other shareholders of the
Company were parties to voting agreements, pursuant to which Mr. Jonas was
granted proxies to vote the shares of Common Stock owned by such shareholders.
Each of the voting agreements expired in June 1994.
COMPLIANCE WITH OWNERSHIP REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors and greater
than ten-percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based upon a review of
such forms furnished to the Company, the Company believes that during the fiscal
year ended January 28, 1995, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten-percent beneficial owners were
complied with except that reports covering purchases made by the trustee under
the Company's 401-K Savings Plan were not timely filed by the Company on behalf
of each of Messrs. Jonas, Hickey, O'Neill, and Rosenberg. The total number of
shares purchased by the trustee on
12
<PAGE> 15
behalf of these four individuals was 903 shares. The late reports, which were
due to be filed by March 14, 1995, resulted from an administrative oversight
and, in each case, were filed by March 31, 1995.
RATIFICATION OF APPOINTMENT OF AUDITORS
The firm of Deloitte & Touche, independent auditors, has audited the books
and records of the Company since 1975 and the Board of Directors desires to
continue the services of this firm for the current fiscal year. Accordingly, the
Board of Directors recommends that the shareholders ratify the appointment by
the Board of Directors of the firm of Deloitte & Touche to audit the books and
accounts of the Company for the current fiscal year.
Representatives of Deloitte & Touche are expected to be available at the
Annual Meeting of Shareholders to respond to appropriate questions and will be
given the opportunity to make a statement if they desire to do so.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders of the Company wishing to include proposals in the proxy
material in relation to the annual meeting of the Company to be held in 1996
must submit the same in writing so as to be received at the executive office of
the Company on or before January 11, 1996. Such proposals must also meet the
other requirements of the rules of the Securities and Exchange Commission
relating to shareholders' proposals.
THE COMPANY WILL PROVIDE ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS
ON APRIL 28, 1995, WITHOUT CHARGE, UPON WRITTEN REQUEST TO ITS SECRETARY AT L
CAPE MAY STREET, HARRISON, NEW JERSEY 07029, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 28, 1995.
By Order of the Board of Directors,
IRA S. ROSENBERG,
Secretary
May 12, 1995
13
<PAGE> 16
LECHTERS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY [X]
================================================================================
1. Election of Directors--
Nominees: Donald Jonas, Steen Kanter, Albert Lechter, Leonard Pfeffer
and Anthony E. Malkin.
_________________________________
(Except nominee(s) written above)
For All
For Withheld Except
[ ] [ ] [ ]
2. Ratification of selection of Deloitte & Touche LLP as Independent
Public Accountants of the Company for the fiscal year ending January
27, 1996.
For Against Abstain
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such
other matters as may come before the meeting or any other adjournment
thereof.
For Against Abstain
[ ] [ ] [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS
PROXY WILL BE VOTED "FOR" ITEMS (1), (2) AND (3), AND IN THE PROXIES' DISCRETION
ON ANY OTHER MATTERS COMING BEFORE THE MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all
that said attorneys, agents, proxies, their substitutes or any of them may
lawfully do by virtue hereof.
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________________________________________________, 199____
Please date this Proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian, or trustee, please add your title as such.
If executed by a corporation, this Proxy should be signed by a duly authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Please date, sign and return this Proxy Card in the enclosed envelope. No
postage is required if mailed in the United States.
LECHTERS, INC.
1 CAPE MAY STREET
HARRISON, NEW JERSEY 07029-9998
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 15, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald Jonas and Ira S. Rosenberg and
either of them proxies of the undersigned with full power of substitution, to
vote all the shares of Common Stock, without par value, of Lechters, Inc. (the
"Company") held of record by the undersigned on April 28, 1995, at the Annual
Meeting of Shareholders to be held June 15, 1995, and at any adjournment
thereof.
