<TABLE>
SCHEDULE 14A INFORMATION
<S> <C>
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
(x) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ONE PRICE CLOTHING STORES, INC.
___________________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
ONE PRICE CLOTHING STORES, 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), or 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 indentify
the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement, number or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________
3) Filing Party:
________________________________________________
4) Date Filed:
________________________________________________
</TABLE>
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
March 17, 1995
Dear Stockholders:
You are cordially invited to attend the
annual meeting of stockholders to be held at
the Greenville-Spartanburg Airport Marriott
Hotel, I-85 and Pelham Road, Greenville,
South Carolina, on Wednesday, April 19, 1995,
at 9:30 a.m., local time.
The principal business of the meeting
will be to elect directors for the ensuing
year, to vote on the approval of the
Company's Director Stock Option Plan, and to
review the results of the past year and re-
port on our operations during the first quar-
ter of fiscal 1995.
We would appreciate your completing,
signing, dating and returning to the Company the
enclosed proxy card in the envelope provided
at your earliest convenience. If you choose
to attend the meeting, you may revoke your
proxy and personally cast your votes.
Sincerely yours,
Henry D. Jacobs, Jr.
Chairman of the Board
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 19, 1995
The annual meeting of stockholders (the
"Annual Meeting") of One Price Clothing
Stores, Inc. (the "Company"), will be held on
Wednesday, April 19, 1995, at 9:30 a.m.,
local time, at the Greenville-Spartanburg
Airport Marriott Hotel, I-85 and Pelham Road,
Greenville, South Carolina, for the purpose
of considering and acting upon the following:
1. The election of nine directors for the
ensuing year;
2. The approval of the Company's Director
Stock Option Plan; and
3. The transaction of such other business as
may properly come before the meeting or any
adjournment thereof.
The Company has fixed March 3, 1995 as
the record date for the determination of
stockholders entitled to notice of and to
vote at the Annual Meeting. Only stockhold-
ers of record of the Company at the close of
business on March 3, 1995 will be entitled to
vote at the Annual Meeting and any adjourn-
ment or adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT
THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
Raymond S. Waters
Secretary
Duncan, South Carolina
March 17, 1995
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
(803) 433-8888
PROXY STATEMENT
This Proxy Statement is furnished in
connection with the solicitation by the Board
of Directors (the "Board") of One Price
Clothing Stores, Inc. (the "Company"), of
proxies to be voted at the Annual Meeting of
stockholders of the Company to be held at the
Greenville-Spartanburg Airport Marriott Hotel,
I-85 and Pelham Road, Greenville, South
Carolina, on Wednesday, April 19, 1995, at
9:30 a.m., local time. The approximate date
of mailing this Proxy Statement and the ac-
companying Notice of Annual Meeting and proxy
card is March 17, 1995.
VOTING RIGHTS
Only stockholders of record at the close
of business on March 3, 1995 are entitled to
receive notice of and to vote at the Annual
Meeting. As of such date, there were
10,307,506 shares of the Company's outstand-
ing common stock, $.01 par value (the "Common
Stock"). Each share of Common Stock is enti-
tled to one vote.
Each stockholder of record on March 3,
1995 will be sent this Proxy Statement, the
accompanying Notice of Annual Meeting, and a
proxy card. Any proxy given pursuant to such
solicitation which is received in time for
the meeting and not revoked will be voted
with respect to all shares represented by it
and will be voted in accordance with the
directions, if any, given in such proxy. If
no contrary directions are given, all shares
represented by a proxy will be voted FOR the
proposal to elect as directors the nominees
named in this Proxy Statement, FOR approval
of the proposed Director Stock Option Plan,
and in accordance with the best judgment of
the proxy holders on any other matter that
may properly come before the Annual Meeting.
Any proxy given pursuant to this solici-
tation may be revoked by the person giving it
at any time before it is voted. A stock-
holder may revoke a proxy by: (i) delivery
to the Secretary of the Company, at or before
the Annual Meeting, of an instrument revoking
the proxy bearing a date later than the
proxy; (ii) delivery to the Secretary of the
Company, at or before the Annual Meeting, of
a duly executed proxy bearing a later date;
or (iii) attending the Annual Meeting and
giving notice of revocation to the Secretary
of the Company or expressing to the Secretary
of the Company a desire to vote his or her
shares in person in a manner contrary to that
set forth in his or her previous proxy (al-
though attendance at the Annual Meeting will
not in and of itself constitute a revocation
of a proxy). Any instrument revoking a proxy
should be sent to: One Price Clothing
Stores, Inc., 1875 East Main Street, Highway
290, Commerce Park, Duncan, South Carolina
29334, Attention: Secretary.
The holders of a majority of shares of
Common Stock entitled to vote must be present
in person, or represented by proxy, to con-
stitute a quorum and act upon the proposed
business. Directors are elected by a plural-
ity of votes of the shares present in person
or represented by proxy at the Annual Meet-
ing. The affirmative vote of the holders of
a majority of the shares that are present in
person or represented by proxy at the Annual
Meeting is required to approve the Company's
Director Stock Option Plan.
An automated system administered by the
Company's transfer agent tabulates the votes.
Abstentions and broker non-votes are each
included in the determination of the number
of shares present for purposes of determining
a quorum. Each is tabulated separately.
Broker non-votes have no effect upon the
election of directors or the proposal to
approve the Company's Director Stock Option
Plan. Abstentions have the same effect as a
vote against the proposal to approve the
Company's Director Stock Option Plan. With
regard to the election of directors, votes may
be cast in favor or withheld; votes that are
withheld for a nominee for director will be
excluded in calculating the votes received in
favor of such nominee.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of
March 3, 1995, except as otherwise noted,
information regarding the persons known by
the Company to own beneficially more than
five percent of the Company's Common Stock.
The table also sets forth the beneficial
ownership of the Company's Common Stock by
certain persons who served as executive offi-
cers for the Company in 1994 and by all direc-
tors and executive officers of the Company as
a group. Information regarding security
ownership of individual directors is included
under "Election of Directors" below. Unless
otherwise indicated in the notes to the ta-
ble, the Company believes that the persons
named in the table have sole voting and
dispositive power with respect to all of the
shares of Common Stock shown as beneficially
owned by them.
<TABLE>
<S> <C> <C>
Shares
Name and Address Beneficially Percentage of Total
of Beneficial Owner Owned Outstanding Shares
Henry D. Jacobs, Jr.
1875 East Main Street
Highway 290, Commerce Park
Duncan, SC 29334 2,181,319 (1) 21.2%
J.P. Morgan & Co. Incorporated(2)
60 Wall Street
New York, NY 10260 1,687,625 (2) 16.4%
Moran Asset Management, Inc. 1,029,610 (3) 10.0%
41 West Putnam Avenue
Greenwich, Connecticut 06830
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 773,200 (4) 7.5%
All directors and executive 2,633,571 (5) 25.6%
officers as a group (10 persons)
George V. Zalitis 14,700 (6) (7)
</TABLE>
(1) The figure shown includes 165,000 shares owned
by Mr. Jacobs' spouse, as to which he may be
deemed to share voting and investment power.
(2) The information regarding beneficial ownership
of shares was derived from a letter from report-
ing person dated February 17, 1995. According
to the letter, the reporting person has sole
power to vote with respect to 1,139,775 of the
indicated shares and sole dispositive power with
respect to all of the indicated shares, and the
shares reported may be held by subsidiaries of
the reporting person, including Morgan Guaranty
Trust Company of New York and J.P. Morgan In-
vestment Management, Inc.
(3) The information regarding beneficial ownership
of shares was derived from the Amendment to
Schedule 13G of the reporting person dated
February 9, 1995.
(4) The information regarding beneficial ownership
of shares was derived from the Amendment to
Schedule 13G of the reporting person dated
February 13, 1995. According to Schedule 13G:
(i) Fidelity Management & Research Company ("Fi-
delity"), 82 Devonshire Street, Boston, MA
02109, a wholly-owned subsidiary of FMR Corp.,
is the beneficial owner of all of the shares
shown, as a result of acting as investment adviser
to several investment companies registered under
Section 8 of the Investment Company Act of
1940; (ii) Edward C. Johnson, III, Chairman of
FMR Corp., and Abigail P. Johnson each own 24.9%
of the outstanding voting common stock of FMR
Corp., and various Johnson family members and
trusts for the benefit of Johnson family members
own FMR Corp. voting stock. These Johnson
family members form a controlling group with
respect to FMR Corp.; (iii) Mr. Edward C.
Johnson, III, and FMR Corp., through its control
of Fidelity, and the funds each has sole power
to dispose of the shares owned by the funds; and
(iv) the power to direct the voting with respect
to 773,200 shares resides in the funds' boards
of trustees.
(5) Includes 75,750 shares of Common Stock not
outstanding as of March 3, 1995, but subject
to options presently exercisable. Pursuant to
Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), these shares are deemed
outstanding for purposes of calculating the shares
of Common Stock beneficially owned by the
Company's executive officers and
directors.
(6) Includes 14,700 shares of Common Stock
not outstanding as of March 3, 1995,
but subject to options presently
exercisable. Pursuant to Rule 13d-
3(d)(1) promulgated under the Exchange
Act, these shares are deemed outstanding
for purposes of calculating the shares of
Common Stock beneficially owned by Mr. Zalitis.
(7) Less than one percent (1%).
ELECTION OF DIRECTORS
Information Respecting Nominees for Director
The Company's By-Laws provide that the
Company shall have at least three and no more
than nine directors, the exact number to be
determined by resolution of the Board of
Directors from time to time. The Board of
Directors has, by resolution, established the
number of directors at nine. Shares may not
be voted cumulatively in the election of
directors. Each of the directors elected at
the meeting will serve until his or her
successor is duly elected and qualified or
until his or her earlier resignation or
removal in accordance with the Company's By-
Laws.
Unless the stockholders direct otherwise,
it is the intention of the persons named as
proxyholders in the enclosed proxy card to
vote each of the proxies for the election of
the persons named below as directors.
Management of the Company believes that all
of the nominees will be available and able to
serve as directors, but in the event that any
nominee is not available or able to serve,
the shares represented by proxies will be
voted for such substitute as shall be
designated by the Board of Directors.
The table below sets forth for each
nominee (based upon information supplied by
him or her) his or her name, age, positions
with the Company, principal occupation and
business experience for the past five years,
length of service as a director of the
Company, and the number of shares, nature of
beneficial ownership and percentage of the
outstanding shares of Common Stock benefi-
cially owned by him or her, all as of March
3, 1995.
<TABLE>
<S> <C> <C> <C> <C>
Percentage
Shares of Total
Director Beneficially Outstanding
Name and Age Principal Occupation Since Owned Shares
Henry D. Jacobs, Jr. Chairman of the Board 1984 2,181,319 (2) 21.2%
61 and Chief Executive
Officer of the Company (1)
Ethan S. Shapiro President and Chief 1991 75,750 (4) (16)
50 Operating Officer of the
Company (3)
Raymond S. Waters Secretary of the 1984 234,979 (6) 2.3%
70 Company (5)
David F. Bellet Chairman of Crown 1988 38,291 (8) (16)
48 Advisors Ltd. (7)
Charles D. Moseley, Jr. General Partner of Noro- 1987 55,168(10) (16)
52 Moseley Partners (9)
James M. Shoemaker, Jr. Member of the law firm 1991 27,000(12) (16)
62 of Wyche, Burgess,
Freeman & Parham, P.A. (11)
Malcolm L. Sherman Chairman of K.T. Scott, 1993 10,000 (16)
63 Ltd. (13)
Cynthia Cohen Turk President of Marketplace 1994 1,064 (16)
41 2000 (14)
Laurie M. Shahon President of Wilton 1994 10,000 (16)
43 Capital Group (15)
_________________
</TABLE>
(1) Mr. Jacobs has served as Chairman of the Board
of the Company since 1988 and as Chief Executive
Officer since 1984. He served as President of
the Company from 1984-1988 and from August 1990
to February 1991.
(2) Includes 165,000 shares owned by Mr. Jacobs'
spouse, as to which he may be deemed to share
voting and investment power.
(3) Mr. Shapiro has served as President and Chief
Operating Officer of the Company since February
1991. Prior to that time, Mr. Shapiro served as
President and Chief Operating Officer of the
Circus World Toys/Playworld Toys division of
Greenman Bros., Inc., from 1989-1990. Mr.
Shapiro was responsible for store operations,
distribution, real estate and finance of this
330-store toy retailer.
(4) Includes 75,750 shares not outstanding as of
March 3, 1995, but subject to stock options presently
exercisable. Pursuant to Rule 13d-3(d)(1) promulgated
under the Exchange Act, these shares are deemed outstanding
for purposes of calculating Mr. Shapiro's beneficial
ownership.
(5) Mr. Waters has served as Secretary of the
Company since 1988. He served as Treasurer of
the Company from 1984-1992 and as Executive Vice
President from 1987-1992. Mr. Waters also
served as Chief Financial Officer of the Company
from 1984-1987 and as Vice President of the
Company from 1986-1987.
(6) Includes 75,270 shares owned by Mr. Waters'
spouse, as to which he may be deemed to share
voting and investment power.
(7) Mr. Bellet has served as Chairman of Crown
Advisors Ltd. since 1981. Crown Advisors Ltd.
is an investment management firm. Mr. Bellet
also serves as director of Pharmaceutical
Marketing Services, Inc.
(8) The figure shown includes 38,291 shares held in
a joint account with Mr. Bellet's wife.
(9) Mr. Moseley has been a general partner of Noro-
Moseley Partners, a venture capital
partnership, since 1983.
(10) The figure shown includes an aggregate of 337
shares owned by Mr. Moseley's spouse, as to
which shares he disclaims beneficial ownership.
(11) Mr. Shoemaker has been a member of the law firm
of Wyche, Burgess, Freeman & Parham, P.A., since
1965. Mr. Shoemaker also serves as a director
of Palmetto Bancshares, Inc., Ryan's Family
Steak Houses, Inc. and Span-America Medical
Systems, Inc.
(12) Includes 4,500 shares owned by Mr. Shoemaker's
spouse and 10,500 shares in a trust of which Mr.
Shoemaker is a Co-Trustee for his adult
children, as to which he may be deemed to share
voting and investment power.
(13) Mr. Sherman has served since 1991 as Chairman of
the Board of Directors and a controlling
shareholder of K.T. Scott, Ltd., a corporation
which serves as the general partner of K.T.
Scott, Ltd., a limited partnership engaged in
the sale of wallpaper and window treatments.
Mr. Sherman served as President and Chief
Executive Officer of Morse Shoe, Inc., from June
1992 to January 1993. Morse Shoe, Inc., is a
shoe retailer, importer, and manufacturer. Mr.
Sherman served as an independent consultant from
January 1991 to June 1992. Prior to that time,
Mr. Sherman served as Chairman and Chief
Executive Officer of Channel Home Centers, Inc.,
from October 1989 to January 1991. Channel Home
Centers, Inc., operates a retail chain of home
supply stores. On January 14, 1992, Channel
Home Centers, Inc., filed a plan of reor-
ganization under Chapter 11 of the Bankruptcy
Code. Channel Home Centers, Inc., emerged from
bankruptcy proceedings in February 1993. Mr.
Sherman has served as chairman of the Board of
Advisors of Gordon Brothers, a jewelry and
financial services corporation, since 1994. Mr.
Sherman also serves as a director of Maxwell
Shoe Company.
(14) Ms. Turk has been President of MARKETPLACE
2000, a marketing and strategy consulting firm. Prior
to founding the firm in 1990, she was a Partner
of Deloitte & Touche. Ms. Turk is a director of Loehmann's
Holdings, Inc., L. Luria & Son, Inc., Office Depot, Inc.,
Spec's Music Stores, Inc., and The Mark Group.
(15) Since January 1994, Ms. Shahon has served as
President of Wilton Capital Group, an investment
firm. Ms. Shahon served as Managing Director of
"21" International Holdings, Inc., a private
holding company, from April 1988 to December
1993. During 1989, she served as Vice Chairman
and Chief Operating Officer of Color Tile, Inc.,
a subsidiary of 21 International Holdings, Inc.
engaged in the retail marketing of flooring
products. From 1980 to 1988, Ms. Shahon served
as Vice President of Salomon Brothers Inc., an
investment banking firm. Ms. Shahon serves as a
director of Arbor Drugs, Inc., a drugstore
chain, and Ames Department Stores, Inc., a
discount department store chain.
(16) Less than one percent (1%).
Directors' Fees
The Board pays directors' fees to its
non-employee directors. In 1994, directors'
fees were $15,000, plus $1,000 per day for
any special meetings of the Board beyond the
four regularly scheduled meetings, and $2,500
for each committee on which such director
serves, such amount to be prorated to reflect
attendance.
Meetings and Committees
During the 1994 fiscal year, the Board
of Directors physically met four times and
held one meeting in which one or more
directors participated by telephone. Each
member of the Board attended at least 75% of
the total number of meetings of the Board of
Directors and committees on which he or she
served.
The Board of Directors has an Audit
Committee, which is responsible for reviewing
and making recommendations regarding the
Company's engagement of independent auditors,
the annual audit of the Company's financial
statements, and the Company's internal
accounting practices and policies. The
current members of the Audit Committee are
David F. Bellet, Malcolm L. Sherman, Cynthia
C. Turk and Raymond S. Waters. Mr. Bellet
serves as Chairman of this committee. The
Audit Committee physically met three times
during fiscal 1994.
The Board of Directors also has a
Compensation Committee, the function of which
is to make recommendations to the Board of
Directors as to the salaries and bonuses of
the officers of the Company. The members of
the Compensation Committee are Charles D.
Moseley, Jr., Laurie M. Shahon and James M.
Shoemaker, Jr. Mr. Shoemaker serves as
Chairman of this committee. The Compensation
Committee held two telephone meetings but did
not physically meet during fiscal 1994.
The Board of Directors also has a Stock
Option Committee, which is authorized to
grant options to purchase shares of Common
Stock to any eligible individual pursuant to
the Company's 1988 and 1991 Stock Option
Plans. The Stock Option Committee had
sixteen consent actions without meeting
during fiscal 1994. The members of the Stock
Option Committee are Henry D. Jacobs, Jr.,
and Raymond S. Waters. Mr. Waters serves as
Chairman of this committee.
The Company does not have a nominating
committee of the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The following directors served on the
Compensation Committee of the Board during
fiscal 1994: Charles D. Moseley, Jr., Laurie
M. Shahon and James M. Shoemaker, Jr. Mr.
Shoemaker serves as Chairman of this
committee. The law firm of Wyche, Burgess,
Freeman & Parham, P.A., of which Mr.
Shoemaker is a member, serves as the
Company's general counsel. The following
directors served on the Stock Option
Committee of the Board during fiscal 1994:
Henry D. Jacobs, Jr., and Raymond S. Waters.
Mr. Jacobs is Chairman of the Board and Chief
Executive Officer of the Company. Mr. Waters
serves as Secretary of the Company.
Mr. Raymond S. Waters retired from his
positions as Executive Vice President and
Treasurer on June 27, 1992.
In June 1992, the Company and Mr. Waters
entered into a deferred compensation
agreement for the benefit of Mr. Waters in
recognition of his years of service to the
Company. This agreement provides that Mr.
Waters will receive deferred compensation
payments of $6,250 per month for 120 months
upon retirement. The aggregate amount
payable under this arrangement is $750,000.
During fiscal 1994, Mr. Waters received
payments aggregating $75,000 pursuant to the
agreement.
Fidelity Management Trust Company, a
wholly-owned subsidiary of FMR Corp., the
beneficial owner of 7.5% of the Company's
outstanding Common Stock, provides record
keeping and trustee services relating to the
administration of the Company's 401(k)
retirement plan pursuant to an agreement
dated March 23, 1992 that is automatically
extended for successive one-year terms. This
agreement may be terminated by either party
upon 60 days written notice. The Company
paid Fidelity Management Trust Company an
aggregate of $21,750 during fiscal 1994
pursuant to this agreement and expects to pay
similar sums to Fidelity in the future for
these services.
EXECUTIVE OFFICERS OF THE COMPANY
The following table provides certain
information regarding the current executive
officers of the Company:
<TABLE>
<S> <C> <C> <C>
Percentage
Shares of Total
Beneficially Outstanding
Name and Age Principal Occupation Owned Shares
Henry D. Jacobs, Jr. Chairman of the Board 2,181,319(1) 21.2%
(61) and Chief Executive
Officer (1)
Ethan S. Shapiro President and Chief 75,750(1) (2)
(50) Operating Officer (1)
Stephen A. Feldman Chief Financial Officer 0
(47) and Treasurer (3)
</TABLE>
(1) See information under "Election of Directors;
Information Respecting Nominees for Director".
(2) Less than one percent (1%).
(3) Mr. Feldman became Chief Financial Officer of
the Company January 16, 1995. Prior to that time, Mr.
Feldman had served as Senior Vice President-Chief
Financial Officer of Bradlees, Inc., a northeastern
regional discount department store chain, since 1992.
Mr. Feldman served as Vice President-Treasurer for
Hills Department Stores, Inc., a midwest regional
discount department store chain, from 1985-1992. In
February 1991, Hills Department Stores, Inc., filed a
plan of reorganization under Chapter 11 of the
Bankruptcy Code. Hills Department Stores, Inc.,
emerged from Bankruptcy proceedings in October 1993.
Mr. George V. Zalitis served as Chief Financial Officer
of the Company from December of 1993 to September 1994, at
which time he transferred to the position of Vice
President-Distribution of the Company.
The executive officers of the Company are appointed by the Board
of Directors of the Company and serve at the pleasure of the Board.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation during fiscal
years 1994, 1993 and 1992 of each of the individuals who served as
the Company's executive officers (the "Executive Officers") during 1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C>
Long Term
Annual Compensation Compensation
Awards
Securities
Name and Underlying All Other
Principal Salary Bonus Options Compensation(2)
Position Year ($) ($)(1) (#) ($)
Henry D. Jacobs, Jr. 1994 330,013 9,021 0 7,825
Chairman of the 1993 300,711 127,193 0 8,324
Board and Chief 1992 285,584 131,366 0 11,781
Executive Officer
Ethan S. Shapiro 1994 300,000 8,271 0 28,486
President and Chief 1993 275,710 116,568 27,500 28,936
Operating Officer 1992 260,081 119,491 10,000 27,127
George V. Zalitis 1994 165,000 4,650 0 2,499
Chief Financial 1993 158,134 38,750 8,000 2,468
Officer and Treasurer 1992 120,102 31,335 2,500 0
</TABLE>
(1) The amounts shown for 1994 reflect the peer
group portion of bonuses earned with respect to
1993, but paid in 1994. No bonuses were paid to
any Executive Officers with respect to 1994.
The Company's top managers also receive certain
non-cash compensation in the form of personal
benefits. Although the value of such
compensation cannot be determined precisely,
the Company has determined that such
compensation did not exceed $10,000 as to either
of Mr. Jacobs, Mr. Shapiro or Mr. Zalitis,
respectively, during any of fiscal years 1994,
1993, or 1992.
(2) "All Other Compensation" for 1994 includes the
following: (i) contributions of $1,875, $1,875
and $1,875 to the Company's 401(k) Plan (the
"Plan") on behalf of Mr. Jacobs, Mr. Shapiro and
Mr. Zalitis, respectively, to match 1994 pre-tax
elective deferral contributions (included under
Salary) made by each to such Plan; (ii) premium
payments of $1,418, $407, and $624 for the
benefit of Messrs. Jacobs, Shapiro and Zalitis,
respectively, in order to continue a level of
life insurance coverage not otherwise available
under the Company's standard life insurance
plan; (iii) premium payments of $4,532, and
$5,244 for the benefit of Messrs. Jacobs and
Shapiro respectively, to continue coverage under
long term disability policies at levels not
otherwise available to salaried employees
generally; and, (iv) a premium payment of
$20,960 in order to purchase split dollar life
insurance coverage in the amount of $1,000,000
on the life of Mr. Shapiro for the benefit of a
trust to benefit Mr. Shapiro's son. Mr.
Shapiro's spouse is trustee of the trust. The
Company has agreed to make advances of such
insurance premiums until such time as the cash
surrender value of the policy is sufficient to
fund the premium payments through policy loans.
The Company is entitled to reimbursement of the
amounts advanced, without interest, if Mr.
Shapiro leaves the employ of the Company or upon
the first to occur of (a) the death of Mr.
Shapiro, or (b) the surrender of the policy.
STOCK OPTIONS
No stock options were granted to any of the
Company's Executive Officers during fiscal
1994.
The following table sets forth information
with respect to the Executive Officers
concerning the exercise of options during the
last fiscal year and unexercised options held
as of the end of the fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<S> <C> <C> <C> <C>
Number of
Securities Value
Underlying of Unexercised
Unexercised In-the-Money
Options Options at
at 1994 Fiscal 1994 Fiscal
Year-End Year-End
(#) ($) (1)
Shares Acquired Value
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
Henry D. Jacobs, Jr. (2) 0 0 0 0
Ethan S. Shapiro 7,500 $104,375 39,000/117,750 $148,436/$267,497
George V. Zalitis 0 $ 0 14,700/ 19,050 $ 22,050/$ 14,700
</TABLE>
(1) The value shown represents the excess of the
closing price of the Company's Common Stock on
December 30, 1994 over the exercise price of the
shares covered by all unexercised options held
by the executive officer.
(2) Mr. Jacobs is ineligible to receive stock
options under the company's stock option plans.
EMPLOYMENT CONTRACTS AND DEFERRED COMPENSATION ARRANGEMENTS
All management employees of the Company,
including Messrs. Jacobs, Shapiro, Feldman
and Zalitis, are parties to employment
contracts with the Company, some of which
provide for salary continuation for a
specified number of months upon termination
of employment. In the case of Mr. Jacobs,
such agreement provides for the continuation
of his base salary for a period of six months
after the date of involuntary termination of
employment and for salary continuation for a
period of two months after the date of
voluntary termination of employment with the
Company. Mr. Shapiro's employment agreement
provides for a continuation of his base
salary for twelve months after the date of
any termination without cause of his
employment with the Company. The employment
agreements of Messrs. Feldman and Zalitis
provide for a continuance of base salary for
periods of up to nine months and for six
months, respectively, after the date of any
termination of employment without cause with
the Company.
Mr. Waters' deferred compensation
agreement is described under the heading
"Compensation Committee Interlocks and
Insider Participation".
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
Decisions on non-stock compensation of
the Company's executives generally are made
by the three-member Compensation Committee of
the Board. Each member of the Compensation
Committee is a non-employee director. All
decisions by the Compensation Committee
relating to the compensation of the Company's
executive officers are reviewed by the full
Board, except for decisions about awards
under certain of the Company's stock-based
compensation plans, which are made by the
Stock Option Committee of the Board. The
Compensation Committee and the Stock Option
Committee provide the following joint report.
Compensation Policies Toward Executive Officers
The Company's executive compensation
policies are designed to provide incentives
to meet the Company's annual and long-term
performance goals, to recognize individual
initiative and achievements, and to provide
competitive levels of compensation in order
to attract and retain qualified executives.
The Compensation Committee annually reviews
the Company's corporate performance and that
of its executives and sets target levels of
compensation in its discretion. As a result,
the Executive Officers' actual compensation
levels in any particular year may be above or
below those of the Company's competitors,
depending upon Company-wide and individual
performance.
The Committees believe that stock owner-
ship by management and stock-based
performance compensation arrangements are
useful tools to align the interests of
management with those of the Company's
stockholders. Accordingly, the Stock Option
Committee grants options to most members of
the Company's top management and provides
compensation packages based in part upon the
Company's performance relative to its
competitors as well as personal and earnings
goals. The Committees believe that Mr.
Jacobs' substantial equity interest in the
Company provides significant incentive for
him to promote stockholder value. For this
reason, Mr. Jacobs is not eligible to
participate in the Company's stock option
plans.
Commencing in 1994, the Omnibus Budget
Reconciliation Act of 1993 denies publicly
traded companies the ability to deduct for
federal income tax purposes certain
compensation paid to top executive officers
in excess of $1 million per person. The
Compensation Committee and the Stock Option
Committee intend to administer the Company's
executive compensation programs in such a way
that compensation for Executive Officers will
be fully deductible under the Internal
Revenue Code, including submitting plans for
stockholder approval where necessary and
determining compensation on an objective
basis.
Executive Officer Compensation
During 1991, the Company engaged an
independent consulting firm to assist the
Compensation Committee in designing an inte-
grated compensation structure to provide
incentives for excellent individual and
corporate performance. As a result of the
recommendation of the consulting firm, in
January 1994, the Compensation Committee
approved a plan (the "Compensation Plan") by
which the annual compensation of each member
of the Company's top management is
calculated. The Compensation Plan
establishes a base salary for each
participant which may be augmented in the
following fashion: (i) if the participant
and the Company meet certain performance
criteria, that participant will receive a
bonus in the amount of a specified percentage
of his or her base salary; (ii) if the
Company performs at a specified level in
comparison with a select group of other
companies in its industry, each participant
will receive a bonus equal to 5% of his or
her base salary. These performance goals
are set at the beginning of each fiscal year
and communicated to the participating members
of the Company's management.
The Compensation Committee believes that
operating performance criteria for annual
bonuses are more appropriate than criteria
based upon the market price of the Common
Stock. This belief is based upon the Compen-
sation Committee's view that, although over
time the Common Stock's performance tracks
the Company's overall performance, this
relationship is not sufficiently strong on an
intra-year basis to support tying
compensation to stock market performance of
the Common Stock. Because the criteria for
the award of bonuses pursuant to the
Compensation Plan were not met during 1994,
no bonus awards were made with respect to
performance during 1994.
The 1994 base salary of the Executive
Officers during 1994 increased an average of
7.63% over the previous year's level.
The Committee determined that increases in
the base salaries of the Company's Executive
Officers during 1994 were appropriate in
light of the rapid expansion of the Company
and the resulting increased responsibility of
the Company's Executive Officers.
No Stock Option awards were made in 1994
to any of the Company's Executive Officers in
light of the Company's financial performance
during 1994.
Mr. Jacobs' 1994 Compensation
The Compensation Committee's general
approach in setting Mr. Jacobs' target annual
compensation pursuant to the Compensation
Plan is to base a significant percentage of
Mr. Jacobs' target compensation upon objec-
tive long-term performance criteria, and to
set a total compensation target that is
competitive within the industry. This
approach may result in some fluctuations in
the actual level of Mr. Jacobs' annual
compensation from year to year. The Compen-
sation Committee, however, believes that its
emphasis upon objective long-term performance
criteria appropriately provides incentives to
the Company's Executive Officers toward
clearly defined long-term goals, while
acknowledging the importance to Mr. Jacobs of
his having some certainty in the level of his
compensation through the base salary compo-
nent.
The Compensation Committee increased
Mr. Jacobs' base salary from $300,711 for
1993 to $330,013 for 1994, an increase of
9.7%, to reward him for increased
responsibilities associated with the increase
in the size of the Company. During fiscal
1994, Company-wide performance goals consti-
tuted 50% of the criteria for Mr. Jacobs'
target bonus. These measures of performance
were as follows: increase in sales, return on
assets, return on equity and earnings per
share. The factor given the most weight in
Mr. Jacobs' target annual bonus amount was
the extent to which the Company met its
earnings per share target. The attainment of
individual goals constituted 50% of the criteria
for Mr. Jacobs' target bonus. Because of the
Company's financial performance during 1994,
no bonuses were paid to any Executive Officers during 1994.
Mr. Jacobs' salary and 1993 bonus paid
during 1994 decreased 20.8% over his cash
compensation during fiscal 1993. The
Company's earnings per share decreased 50%
during fiscal 1994 as compared to fiscal 1993
and the Company's per share stock price
decreased 49.7% from the end of fiscal 1993
to the end of fiscal 1994.
Compensation Committee Stock Option Committee
James M. Shoemaker, Jr., Raymond S. Waters, Chairman
Chairman Henry D. Jacobs, Jr.
Charles D. Moseley, Jr.
Laurie M. Shahon
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among One Price Clothing Stores, Inc., Dow Jones Equity Market
Index and Dow Jones Speciality Apparel Retailer Index
Performance Graph
A line graph comparing the cumulative
total stockholder return on the Common Stock
for the last five fiscal years with the
cumulative total return of the Dow Jones
Equity Market Index and the Dow Jones
Specialty Apparel Market Index for that
period is presented below. The stock
performance shown in the graph below is not
necessarily indicative of future price
performance.
<TABLE>
Table of Information Shown on the Graph:
<S> <C> <C> <C>
Retail OPC
Equity Specialty Stock
Market Apparel Prices
1989 100.00 100.00 100.00
1990 95.71 87.66 39.59
1991 124.03 151.69 111.11
1992 138.19 151.24 211.11
1993 151.93 138.81 261.11
1994 153.10 130.22 131.26
</TABLE>
The Performance Graph assumes the investment
of $100 on September 30, 1989 in the
Company's Common Stock, and the reinvestment
of any and all dividends.
PROPOSED DIRECTOR STOCK OPTION PLAN
The Board of Directors recommends that
the stockholders approve adoption by the
Company of the One Price Clothing Stores,
Inc. Director Stock Option Plan (the
"Director Option Plan") under which options
covering shares of the Company's Common
Stock, in an amount determined pursuant to a
formula, would be granted annually to the
non-employee directors of the Company. An
aggregate of 105,000 shares of the Company's
Common Stock could be covered by options
granted under the Director Option Plan. This
maximum number of shares, as well as the
number of shares subject to any outstanding
option or to be subject to any future option,
shall be adjusted to reflect any stock
dividend, split or consolidation, merger,
reorganization, recapitalization or similar
transaction. The Company's shares of Common
Stock do not have preemptive rights. The
Board recommends approval of the Director
Option Plan because the Board believes the
plan will promote the growth and
profitability of the Company by increasing
the personal participation of non-employee
directors in the financial performance of the
Company, by enabling the Company to attract
and retain non-employee directors of
outstanding competence and by providing such
directors with an equity opportunity in the
Company. The plan shall be administered by
the Company's Board of Directors.
The grant of options under the Director
Option Plan shall be limited to those
directors of the Company who, on the date of
grant, are not employees of the Company (each
an "Eligible Director").
The Director Option Plan provides that,
on each Grant Date (as defined below), each
Eligible Director shall automatically receive
from the Company an option for 1,500 shares
of Common Stock with an exercise price per
share equal to the average of the high and
low sales price per share of the Common Stock
on such Grant Date. For purposes of the
plan, the Grant Date shall be March 31 of
each calendar year commencing with the 1996
calendar year (or, if March 31 is not a
business day, the immediately preceding
business day).
The Director Option Plan provides that
each option shall be immediately exercisable
commencing on the date of its grant, and at
any time and from time to time thereafter
until and including the date which is the
business day immediately preceding the tenth
anniversary of the date of grant of the
option.
Any option granted under the Director
Option Plan shall terminate in full prior to
the expiration of its fixed term on the date
which is one year after the date the optionee
ceases to be a director of the Company for
any reason whatsoever. If the optionee shall
die while a director of the Company, the
director's legatee(s) under his or her last
will or the director's personal
representative(s) may exercise all or part of
the previously unexercised portion of such
option at any time within one year after the
director's death to the extent the optionee
could have exercised the option immediately
prior to his or her death.
The recipient of an option granted under
the Director Option Plan will not pay the
Company any amount at the time of receipt of
the option. The exercise price shall be
payable in cash at the time of exercise. Any
such option may be exercised for any lesser
number of shares than the full amount for
which it could be exercised. Such a partial
exercise of an option shall not affect the
right to exercise the option for the
remaining shares subject to the option.
The shares subject to any option or
portion thereof that terminates shall no
longer be charged against the 105,000 share
limitation and may again, subject to such
limitation, become shares available for
purposes of the Director Option Plan.
An option granted to a participant under
the Director Option Plan shall not be
transferable by him or her except by will or
the laws of descent and distribution or
pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code
of 1986, as a Amended, or Title I of the
Employee Retirement Income Security Act, or
the rules and regulations thereunder.
Under current law, for Federal income
tax purposes, the director will not be taxed
upon the grant of an option under the
Director Option Plan. Upon exercise of any
such option, the participant generally will
recognize ordinary income equal to the
difference between the Common Stock's fair
market value on the date of exercise and the
exercise price. Generally, the Company will
receive a deduction for the amount the
participant reports as ordinary income
arising from the exercise of the option.
Upon a subsequent sale or disposition of the
stock, the holder will generally have taxable
income equal to any excess of the selling
price over the fair market value at the date
of exercise.
Generally, the Board may amend or
terminate the Director Option Plan, except
that, in addition to Board approval, a
majority shareholder approval vote would be
required if the amendment would: (i)
materially increase the benefits accruing to
directors; (ii) increase the number of
securities issuable under the plan (other
than an increase pursuant to the anti-
dilution provisions thereof); (iii) change
the class of individuals eligible to receive
options under the plan; or (iv) otherwise
materially modify the requirements for
eligibility under the plan.
The Director Option Plan shall terminate
at the close of business on April 18, 2005,
and no option shall be granted under it
thereafter, but such termination shall not
affect any option theretofore granted under
the plan.
On March 31, 1996, seven directors of
the Company will be Eligible Directors for
purposes of the Director Option Plan. Mr.
Jacobs and Mr. Shapiro will not be eligible
as they are employees of the Company.
<TABLE>
New Plan Benefits
<S> <C> <C>
Subsequent Per
1996 Option Year Options Number
Name and Position Number of Shares of Shares
Raymond S. Waters 1,500 1,500
Secretary and
Director
David F. Bellet 1,500 1,500
Director
Charles D. Moseley, 1,500 1,500
Jr.
Director
James M. Shoemaker, 1,500 1,500
Jr.
Director
Malcolm L. Sherman 1,500 1,500
Director
Cynthia Cohen Turk 1,500 1,500
Director
Laurie M. Shahon 1,500 1,500
Director
Current Executive 0(1) 0(1)
Officers as a group
Non-Executive 10,500 10,500
Director Group(1)
All Employees, 0(1) 0(1)
Excluding Executive
Officers, as a Group
</TABLE>
(1)Employees of the Company are not eligible to
participate in the Director Option Plan.
Each of the Eligible Directors can be
deemed to have an interest in approval of the
Director Option Plan.
As of March 3, 1995, the average of the
closing bid and asked price of a share of the
Common Stock of the Company was $7.00.
The Director Option Plan is being submitted
to the stockholders of the Company for approval
in order to qualify certain aspects of the operation
of the plan and certain of the Company's other option
plans for an exemption from the six-month-short-
swing-profit rules of the Exchange Act. The
Director Option Plan will not become
effective if the requisite stockholder vote
on approval is not obtained.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholders wishing to submit a proposal
for action at the 1996 Annual Meeting of
Stockholders and desiring the proposal to be
considered for inclusion in the Company's
proxy materials relating thereto must provide
a written copy of the proposal to the Company
at its principal executive offices not later
than November 16, 1995 and must otherwise
comply with the rules of the Securities and
Exchange Commission relating to stockholder
proposals.
FINANCIAL INFORMATION
The Company's 1994 Annual Report to
Stockholders is being mailed to the Company
stockholders with this Proxy Statement.
The Annual Report is not part of the proxy
solicitation material.
The Company will provide without charge
to any stockholder of record as of March 3,
1995, who so requests in writing, a copy of
such fiscal 1994 Annual Report or the
Company's fiscal 1994 Annual Report on Form
10-K (without exhibits) filed with the
Securities and Exchange Commission. Upon
payment of a reasonable copying charge, the
Company will provide such stockholder with
copies of exhibits to the fiscal 1994 Annual
Report on Form 10-K. Any such request should
be directed to One Price Clothing Stores,
Inc., 1875 East Main Street, Highway 290,
Commerce Park, Duncan, South Carolina 29334,
Attention: Secretary.
AUDITORS
The Board of Directors has appointed the
accounting firm of Deloitte & Touche as
independent auditors for the Company's 1995
fiscal year. Representatives of Deloitte &
Touche are expected to be present at the
Annual Meeting and will have the opportunity
to make a statement if they so desire and to
be available to respond to appropriate
questions.
GENERAL
Management does not know of any other
matters to be presented at the meeting for
action by stockholders. If, however, any
other matter requiring a vote of the
stockholders is properly presented at the
meeting or any adjournment thereof, it is in-
tended that votes will be cast pursuant to
the proxies with respect to such matters in
accordance with the best judgment of the
persons acting under the proxies.
The Company will pay the cost of
soliciting proxies in the accompanying form.
In addition to solicitation by use of the
mail, certain officers and regular employees
of the Company may solicit, for no additional
compensation, the return of proxies by
telephone, telegram, or personal interview.
The Company has requested that brokerage
houses and other custodians, nominees and
fiduciaries forward soliciting materials to
their principals, the beneficial owners of
Common Stock of the Company, and will
reimburse them for their reasonable out-of-
pocket expenses in so doing. The Company has
engaged Corporate Investor Communications to
assist in these contacts with brokerage
houses, custodians, nominees and fiduciaries
for an estimated fee of $2,750 plus
reasonable out-of-pocket expenses.
A list of stockholders entitled to be
present and vote at the meeting will be
available at the offices of the Company, 1875
East Main Street, Highway 290, Commerce Park,
Duncan, South Carolina, for inspection by
stockholders during regular business hours
from April 7, 1995 to the date of the
meeting. The list also will be available
during the meeting for inspection by
stockholders who are present.
Whether or not you expect to be present
in person, you are requested to mark, sign,
date and return the enclosed proxy card
promptly. An envelope has been provided for
that purpose. No postage is required if
mailed in the United States.
The above Notice and Proxy Statement are
sent by order of the Board of Directors.
Raymond S. Waters
Secretary
Duncan, South Carolina
March 17, 1995
<TABLE>
Washburn Financial 801 S. McDowell Street, Charlotte, N.C. 29204 Phone: (704)372-5270 Fax Group 4: (704) 374-1889 Group 3
(704) 374-1148 BURRIS 1-MAR-95 21:34 Seq: 1 Clr: 0 File: DASO:(JOBS.PRO.57379)57379PC.TXT:18 Rev: Chksum: 44107
ONE PRICE CLOTHING STORES, INC.
Annual Meeting, April 19, 1995
<S> <C> <C> <C> <C>
The undersigned stockholder of One Price Clothing Stores,Inc (the"Company"), a Delaware corporation hereby
constitutes and appoints Henry D. Jacobs, Jr. and Raymond S. Waters, and each of them, attorneys and proxies
on behalf of the undersigned to act and vote at the annual meeting of stockholders to be held at the Greenville
-Spartanburg Airport Marriott Hotel, I-85 and Pelham Road, Greenville, South Carolina, on April 20, 1994 at
9:30 a.m., local time, and any adjournment of adjournments thereof, and the undersigned instructs said attorney
to vote:
P 1. ELECTION OF DIRECTORS
R FOR all nominees listed below (except as marked to the contrary WITHHOLD AUTHORITY to vote for all nominees
O listed below)
X David F. Bellet, Henry D. Jacobs, Jr., Charles D. Moseley, Jr., Laurie M. Shahon, Ethan S. Shapiro, Malcolm L.
Y Sherman, James M. Shoemaker, Jr., Cynthia Cohen Turk and Raymond S. Waters
Please sign (INSTRUCTIONS: To withhold authority to vote for an individual nominee write that nominee's name in the space
on reverse provided below).
side and
return in 2. Vote on proposal to approve the Company's Director Stock Option Plan
the enclosed FOR AGAINST ABSTAIN
postage-paid
envelop 3. At their discretion upon south other mattes as may come before the meeting.
Either of said attorneys and proxies who shall be present and acting as such at the meeting or
any adjournment of adjournments thereof (or, it only one such attorney and proxy may be present and
acting, then that one) shall have and may exercise all the powers hereby conferred.
(over)
Washburn Financial 801 S. McDowell Street, Charlotte, N.C. 29204 Phone: (704)372-5270 Fax Group 4: (704) 374-1889 Group 3
(704) 374-1148 BURRIS 1-MAR-95 21:34 Seq: 1 Clr: 0 File: DASO:(JOBS.PRO.57379)57379PC.TXT:18 Rev: Chksum: 44107
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ONE PRICE CLOTHING STORES, INC.
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ON THE
REVERSE SIDE OF THIS PROXY AND FOR APPROVAL OF THE COMPANY'S PROPOSED DIRECTOR STOCK OPTION PLAN.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders dated March 17, 1995 and the
Proxy Statement furnished therewith.
Date this______ day of _______ 1995
___________________________________
(Signature)
___________________________________
Note: Signature should agree with name
on stock certificate as printed thereon.
Executors, administrators, trustees and
other fiduciaries should so indicate when
signing. If a corporations, please sing full
corporate name by President and other authorized
officer. When shares are held jointly, both
should sign. If a partnership, please sign the name
by authorized person.
Please date, sign and return this Proxy. Thank You.
</TABLE>
