<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);
<PAGE>
(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>
<PAGE>
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
April 19, 1996
Dear Stockholders:
You are cordially invited to attend the annual meeting of stockholders
of One Price Clothing Stores, Inc. (the "Company") to be held at the
Greenville-Spartanburg Airport Marriott Hotel, I-85 and Pelham Road, Greenville,
South Carolina, on Monday, May 20, 1996, at 9:00 a.m., local time.
The principal business of the meeting will be to elect directors for
the ensuing year, to consider a proposal to approve an amendment to the
Company's Director Stock Option Plan, and to review the results of the past year
and report on our operations during the first quarter of fiscal 1996.
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.
<TABLE>
<S> <C>
Sincerely yours,
/s/ Henry D. Jacobs, Jr.
Henry D. Jacobs, Jr.
Chairman of the Board,
President, and Chief
Executive Officer
<PAGE>
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
</TABLE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1996
The annual meeting of stockholders (the "Annual Meeting") of One Price
Clothing Stores, Inc. (the "Company") will be held on Monday, May 20, 1996, at
9:00 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:
<TABLE>
<S> <C> <C>
1. The election of eight directors for the ensuing year;
2. The proposal to approve the Amendment to 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.
</TABLE>
The Company has fixed April 15, 1996, as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Only stockholders of record of the Company at the close of business on
April 15, 1996, will be entitled to vote at the Annual Meeting and any
adjournment 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.
<TABLE>
<S> <C>
By Order of the Board of Directors,
/s/ Raymond S. Waters
Raymond S. Waters
Secretary
</TABLE>
Duncan, South Carolina
April 19, 1996
<PAGE>
ONE PRICE CLOTHING STORES, INC.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
(864) 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 (the "Annual Meeting") to be held at the Greenville-Spartanburg Airport
Marriott Hotel, I-85 and Pelham Road, Greenville, South Carolina, on Monday, May
20, 1996, at 9:00 a.m., local time. The approximate date of mailing this Proxy
Statement and the accompanying Notice of Annual Meeting and proxy card is April
19, 1996.
VOTING RIGHTS
Only stockholders of record at the close of business on April 15, 1996,
are entitled to receive notice of and to vote at the Annual Meeting. As of such
date, there were 10,335,031 shares of the Company's outstanding common stock,
$.01 par value (the "Common Stock"). Each share of Common Stock is entitled to
one vote.
Each stockholder of record at the close of business on April 15, 1996,
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 the proposal to
approve the Amendment to the Company's Director Stock Option Plan (the "Plan"),
and in accordance with the best judgment of the proxy holders on any other
matter that may properly come before the Annual Meeting or any adjournment or
adjournments thereof.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. A stockholder 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
(although 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 constitute a quorum and
act upon the proposed business. Directors are elected by a plurality of votes of
the shares present in person or represented by proxy at the Annual Meeting. Item
two, the proposal to approve the Amendment to the Company's Director Stock
Option Plan, requires the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting and entitled to vote on the matter.
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 Amendment to the Plan. With
regard to the election of directors, votes
<PAGE>
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. Abstentions have the same effect as a vote against the proposal to
approve the Amendment to the Plan.
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 15, 1996, 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. Information
regarding security ownership of individual directors is included under "Election
of Directors" below. Unless otherwise indicated in the notes to the table, 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>
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 2,155,719 (1) 20.86%
J.P. Morgan & Co., Incorporated(2)
60 Wall Street
New York, NY 10260 1,518,275 (2 ) 14.69%
- --------------------
</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
an amendment dated February 15, 1996, to the Schedule 13-G of J.P. Morgan &
Co., Inc. According to the amendment, J.P. Morgan & Co., Inc. has sole
voting power with respect to 1,079,875 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 J.P. Morgan & Co., Inc.,
including Morgan Guaranty Trust Company of New York, J.P.
Morgan Investment Management, Inc., and J.P. Morgan Florida Federal
Savings Bank.
ELECTION OF DIRECTORS
(Proxy Item 1)
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 eight. 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 proxy holders 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.
<PAGE>
The table below sets forth for each nominee (based upon information
supplied by him or her) his or her name, age, 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 beneficially owned by him or her, all
as of April 15, 1996.
<TABLE>
<S> <C> <C> <C> <C>
Shares
Director Beneficially Percentage of Total
Name and Age Principal Occupation Since Owned Outstanding Shares
Henry D. Jacobs, Jr. Chairman of the Board, 1984 2,155,719 (2) 20.86%
62 President, and Chief Executive
Officer of the Company (1)
Raymond S. Waters Secretary of the Company (3) 1984 216,479 (4) 2.09%
71
David F. Bellet Chairman of Crown 1988 43,291 (6) (15)
49 Advisors Ltd. (5)
Charles D. Moseley, Jr. General Partner of Noro- 1987 60,168 (8) (15)
53 Moseley Partners (7)
James M. Shoemaker, Jr. Member of the law firm 1991 27,500 (10) (15)
63 of Wyche, Burgess,
Freeman & Parham, P.A. (9)
Malcolm L. Sherman Independent Consultant (11) 1993 12,500 (12) (15)
64
Cynthia Cohen Turk President of Marketplace 1994 6,064 (12) (15)
42 2000 (13)
Laurie M. Shahon President of Wilton 1994 15,000 (12) (15)
44 Capital Group (14)
- -----------------
</TABLE>
(1) Mr. Jacobs has served as Chairman of the Board of the Company since
1988, as Chief Executive Officer since 1984 and as President since
April 2, 1996. He earlier 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. 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.
(4) The figure shown includes 1,500 shares subject to presently exercisable
stock options and 3,500 shares with respect to which options become
exercisable in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan. See
"Proposal to Approve the Amendment to the Company's Director Stock
Option Plan". The figure shown also includes 75,270 shares owned by Mr.
Waters' spouse, as to which he may be deemed to share voting and
investment power.
(5) 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 a director of Just for Feet Inc.
(6) The figure shown includes 1,500 shares subject to presently exercisable
stock options and 3,500 shares with respect to which options become
exercisable in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan. See
"Proposal to Approve the Amendment to the Company's Director Stock
Option Plan". The figure shown also includes 38,291 shares held in a
joint account with Mr. Bellet's wife.
(7) Mr. Moseley has been a general partner of Noro-Moseley Partners and
President of Moseley Kelly French Corporation since 1983. Noro-Moseley
Partners is a venture capital partnership which is managed by Moseley
Kelly French Corporation. In addition, Mr. Moseley serves on the board
of directors of several private companies.
<PAGE>
(8) The figure shown includes 1,500 shares subject to presently exercisable
stock options and 3,500 shares with respect to which options become
exercisable in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan. See
"Proposal to Approve the Amendment to the Company's Director Stock
Option Plan". The figure shown also includes an aggregate of 337 shares
owned by Mr. Moseley's spouse, as to which shares he disclaims
beneficial ownership.
(9) 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.
(10) The figure shown includes 1,500 shares subject to presently exercisable
stock options and 3,500 shares with respect to which options become
exercisable in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan. See
"Proposal to Approve the Amendment to the Company's Director Stock
Option Plan". The figure shown also includes 4,500 shares owned by Mr.
Shoemaker's spouse and 6,000 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, but disclaims beneficial ownership.
Mr. Shoemaker inadvertently made two late filings during 1996 with
respect to a transaction by this trust.
(11) Mr. Sherman has served since 1988 as an independent consultant. Mr.
Sherman has also served as Chairman of the Board of Advisors of Gordon
Brothers, a jewelry and financial services corporation, since
1994. Mr. Sherman also has served as Chairman of the Board of
Directors of Stethtec Corporation, a medical devices company, since
1994. Mr. Sherman serves as a director of Maxwell Shoe Company and
Ekco Group, Inc. Mr. Sherman served from 1991-1995 as Chairman of the
Board of Directors of K.T. Scott, Ltd., a limited partnership which
until January 1994 was a controlling shareholder of K.T. Scott Inc.
K.T. Scott Inc. engaged in the sale of wallpaper and window treatments.
On July 14, 1995, K. T. Scott Inc. filed a plan of reorganization under
Chapter 11 of the Bankruptcy Code. K. T. Scott Inc. converted the
filing to one under Chapter 7 of the Bankruptcy Code on November 22,
1995. 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
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 reorganization under Chapter 11 of the
Bankruptcy Code. Channel Home Centers, Inc. emerged from
bankruptcy proceedings in February 1993.
(12) The figure shown includes 1,500 shares subject to presently exercisable
stock options and 3,500 shares with respect to which options become
exercisable in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan. See
"Proposal to Approve the Amendment to the Company's Director Stock
Option Plan".
(13) Ms. Turk has been President of Marketplace 2000, a marketing and
strategy consulting firm, since 1990. Prior to founding the firm,
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, Inc., and The Mark Group.
(14) 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 drug store
chain, and Ames Department Stores, Inc., a discount department store
chain.
(15) Less than one percent (1%).
<PAGE>
Directors' Fees
The Board pays directors' fees to its non-employee directors. In 1995,
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 served, such amount to be prorated to reflect
attendance. In 1996, directors' fees were increased to $20,000, plus $2,000 per
day for any special meetings of the Board beyond the four regularly scheduled
meetings, $3,500 for each committee on which such director serves, such amount
to be prorated to reflect attendance, and an additional $2,500 for chairing a
committee of the Board of Directors. In addition, pursuant to the Company's
Director Stock Option Plan, each non-employee director of the Company is
entitled to receive annual grants of options with respect to 1,500 shares of
Common Stock. The Company has proposed to amend the Plan to increase the shares
of Common Stock with respect to which annual grants are made from 1,500 to 5,000
shares. See "Proposal to Approve the Amendment to the Company's Director Stock
Option Plan". On March 29, 1996, each of Mr. Bellet, Mr. Moseley, Mr. Shoemaker,
Mr. Sherman, Ms. Turk, Ms. Shahon and Mr. Waters received options with respect
to 5,000 shares of Common Stock, each with an exercise price of $4.50 per share,
the fair market value on the date of grant. Of these options, 1,500 are
presently exercisable; options with respect to the remaining shares become
exercisable only in the event that the Company's stockholders approve the
proposed Amendment to the Company's Director Stock Option Plan.
During 1995, Marketplace 2000, of which Ms. Turk serves as President,
served as a marketing consultant to the Company and received fees of $4,800 for
these services.
Meetings and Committees
During the 1995 fiscal year, the Board of Directors met four times.
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. Ms. Turk serves as Chairman of this committee.
The Audit Committee met four times during fiscal 1995.
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 one meeting during fiscal 1995.
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 twelve consent actions without meeting and met
physically two times and by telephone one time during fiscal 1995. 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 Board of Directors also has a Board of Governance Committee which
is authorized to make recommendations to the Board of Directors as to governance
matters concerning the Company. The members of the Board of Governance
Committee are Malcolm L. Sherman, David F. Bellet, Laurie M. Shahon and Cynthia
C. Turk. Mr. Sherman serves as Chairman of this committee. The Board of
Governance Committee met three times during fiscal 1995.
The Company does not have a nominating committee of the Board of
Directors.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee of the
Board during fiscal 1995: 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 1995: Henry D. Jacobs,
Jr. and Raymond S. Waters. Mr. Jacobs is Chairman of the Board, President, 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 1995, Mr. Waters received payments
aggregating $75,000 pursuant to the agreement.
Fidelity Management Trust Company 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. Fidelity Management Trust Company is a wholly-owned
subsidiary of FMR Corp., which reported in early 1995 that it owned
approximately 7.5% of the outstanding shares of Common Stock but reported in
June 1995 that it owned less than 5% of the Company's outstanding Common Stock.
The Company's agreement with Fidelity Management Trust Company may be terminated
by either party upon 60 days' written notice. The Company paid Fidelity
Management Trust Company an aggregate of $27,944 during fiscal 1995 pursuant to
this agreement and expects to pay similar sums to Fidelity Management Trust
Company in the future for these services.
EXECUTIVE OFFICERS OF THE COMPANY
The table below lists the Company's current executive officers and
describes their business experience. Ronald Swedin and Thomas Unrine first
became executive officers of the Company in January 1996.
<TABLE>
<S> <C>
Name and Age Position with the Company
Henry D. Jacobs, Jr. Chairman of the Board, President, and Chief Executive Officer (1)
(62)
Stephen A. Feldman Executive Vice President and Chief Financial Officer (2)
(48)
Ronald C. Swedin Senior Vice President - Store Operations (3)
(50)
Thomas M. Unrine Senior Vice President - Merchandising (4)
(50)
</TABLE>
(1) See information under "Election of Directors; Information Respecting
Nominees for Director".
(2) Mr. Feldman became Chief Financial Officer of the Company on January
16, 1995, and became Executive Vice President in January 1996. 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. In June 1995, Bradlees, Inc. filed
a plan of reorganization under Chapter 11 of the Bankruptcy Code. 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 for
reorganization under Chapter 11 of the Bankruptcy Code and a successor
entity emerged from bankruptcy proceedings in October 1993.
<PAGE>
(3) Mr. Swedin joined the Company in March 1992 as Vice President - Store
Operations. He was promoted to Senior Vice President in January 1996.
Prior to joining the Company, Mr. Swedin served as Executive Vice
President - Store Operations of Ormonds, Inc., a women's apparel retail
chain, from December 1988 to March 1992. Mr. Swedin inadvertently made
a late filing on Form 4 during 1996 with respect to a purchase of
Common Stock.
(4) Mr. Unrine joined the Company in January 1996 as Senior Vice President
- Merchandising. From 1991 until joining the Company, Mr. Unrine
served as President and Chief Executive Officer of Margo's LaMode, Inc.
, a mall-based retailer of junior apparel and accessories and a wholly-
owned subsidiary of Elder-Beeman, Inc. On October 17, 1995, Elder-
Beeman, Inc. filed a plan of reorganization for itself and its
subsidiaries, including Margo's LaMode, Inc., under Chapter 11 of the
Bankruptcy Code. Margo's LaMode, Inc. was liquidated in January 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of April 15, 1996,
regarding stock ownership by individuals who served as executive officers of the
Company during 1995 and of all current directors and executive officers of the
Company, as a group:
<TABLE>
<S> <C> <C>
Shares
Beneficially Percentage of Total
Name Principal Occupation Owned Outstanding Shares
Henry D. Jacobs, Jr. Chairman of the Board, 2,155,719(1) 20.86%
President, and Chief
Executive Officer
Stephen A. Feldman Executive Vice President and 5,000(2) (5)
Chief Financial Officer
Ethan S. Shapiro Former President and Chief 108,750(3) 1.04%
Operating Officer
All current directors and executive
officers as a group (11 persons) 2,566,471(4) 24.68%
- -----------------------
</TABLE>
(1) See information under "Election of Directors; Information Respecting
Nominees for Director".
(2) The figure shown includes 5,000 shares not outstanding as of April 15,
1996, but subject to stock options presently exercisable.
(3) The figure shown includes 108,750 shares not outstanding as of April 15,
1996, but subject to stock options presently exercisable. During 1996, Mr.
Shapiro inadvertently made a late filing with respect to a transaction in
the Company's Common Stock.
(4) Includes 64,250 shares of Common Stock not outstanding as of April 15,
1996, but subject to stock options presently exercisable. Pursuant to Rule
13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as
amended, these shares are deemed outstanding for purposes of calculating
the shares of Common Stock beneficially owned by the Company's executive
officers and directors.
(5) Less than one percent (1%).
The executive officers of the Company are appointed by the Board of
Directors of the Company and serve at the pleasure of the Board.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation during fiscal years 1995,
1994 and 1993 of each of the individuals who served as the Company's executive
officers during 1995 (the "Named Executive Officers").
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Long Term
Annual Compensation Compensation
------------------------------------------------ ---------------------
Awards
---------------------
Other Securities All Other
Name and Annual Compen- Underlying Compensation
Principal Position Year Salary ($) Bonus ($)(1) sation ($)(2) Options (#) ($)(3)
------------------ ---- ---------- ------------ --------------- ------------- -----------
Henry D. Jacobs, Jr. 1995 330,000 0 1,615 0 15,209
Chairman of the Board, 1994 330,013 9,021 1,559 0 9,825
President, and Chief 1993 300,711 127,193 600 0 10,324
Executive Officer
Ethan S. Shapiro 1995 300,000 0 2,664 10,000 31,713
Former President and 1994 300,000 8,271 2,373 0 28,902
Chief Operating Officer 1993 275,710 116,568 991 27,500 29,352
Stephen A. Feldman (4) 1995 216,346 0 56,309(5) 25,000 2,864
Executive Vice
President and Chief
Financial Officer
</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 or 1995.
(2) The amounts shown in this column were paid for reimbursement of taxes.
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 any of the Named
Executive Officers during any of fiscal years 1995, 1994, or 1993.
(3) "All Other Compensation" for 1995 includes the following: (i) contri-
butions of $3,169 and $2,885 to the Company's 401(k) Plan on behalf of
Messrs. Jacobs and Shapiro, respectively, to match 1995 pre-tax
elective deferral contributions (included under Salary) made by each to
such plan; (ii) premium payments of $5,508, $2,208 and
$864 for the benefit of Messrs. Jacobs, Shapiro, and Feldman, respec-
tively, 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; (iv) $2,000 in medical reimbursement benefits
available to each of Messrs. Jacobs, Shapiro and Feldman; and (v) a
premium payment of $19,376 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.
(4) Mr. Feldman joined the Company in January 1995.
(5) Of this amount, $56,289 represents a one-time reimbursement by the
Company for taxes paid by Mr. Feldman with respect to moving benefits
furnished to him by the Company.
<PAGE>
Stock Options
The following table sets forth information regarding option grants
with respect to Common Stock made by the Company to the Named Executive Officers
during 1995.
Option Grants in Last Fiscal Year
Individual Grants
---------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value
Name Granted (#) in 1995 ($/Sh) Date(1) (2)($)
----- ------------- --------- -------- -------- -------
Henry D. Jacobs, 0 -- -- --- --
Jr.
Ethan S. Shapiro 10,000 9.3% 6.25(3) 7/2/96(4) 51,880
Stephen A. 20,000 18.5% 7.625(5) 1/16/05 125,542
Feldman 5,000 4.6% 6.25(6) 3/24/05 25,940
</TABLE>
(1) The option plan pursuant to which the options were granted and/or
stock option agreements set forth certain earlier expiration dates.
(2) The grant date present value was calculated using the Black-Scholes
option pricing model assuming an expected volatility of 70%, a
risk-free rate of return of 7.6% for options with an expiration date
of January 16, 2005, and of 7.3% for options with an original
expiration date of March 24, 2005, a dividend yield of 0%, and an
estimated option life of ten years.
(3) These options originally were scheduled to become exercisable with
respect to 3,334 of the shares covered thereby on February 4, 1999,
and with respect to an additional 3,333 of the shares covered thereby
on each of February 4, 2000, and February 4, 2001, if certain
conditions were met. Because Mr. Shapiro left the employ of the
Company prior to these dates, however, none of these options will
become exercisable.
(4) These options were originally scheduled to expire on March 24, 2005
but, in accordance with the term of the original grant, the
expiration date was changed to July 2, 1996, 90 days from the date
Mr. Shapiro ceased to be an employee of the Company.
(5) These options became exercisable with respect to 20% of the shares
covered thereby on January 16, 1996, and shall become exercisable
with respect to an additional 20% of the shares covered thereby on
each of the next four anniversaries thereof, if certain conditions
are met.
(6) These options became exercisable with respect to 20% of the shares
covered thereby on March 24, 1996, and shall become exercisable with
respect to an additional 20% of the shares covered thereby on each of
the next four anniversaries thereof, if certain conditions are met.
<PAGE>
Option Exercises
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the 1995 fiscal year.
Aggregated Option Exercises in Last Fiscal Year
and Year-End Option Values
<TABLE>
<S> <C> <C> <C> <C>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the Money Options
1995 Fiscal at 1995 Fiscal
Shares Acquired Value Year-End (#) Year-End($) (1)
------------ ---------------
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- ---------------- ------------ ------------- -------------
Henry D. Jacobs, Jr. (2) 0 0 0 0
Ethan S. Shapiro 0 0 75,750/91,000 0
Stephen A. Feldman 0 0 0/25,000 0
</TABLE>
(1) At 1995 fiscal year end, all options held by executive officers had
an exercise price above that of the closing price of the Company's
Common Stock on December 29, 1995.
(2) Mr. Jacobs is ineligible to receive stock options under the Company's
stock option plans.
EMPLOYMENT CONTRACTS AND DEFERRED COMPENSATION ARRANGEMENTS
All executive officers of the Company, including Messrs. Jacobs and
Feldman, are parties to employment contracts with the Company which provide for
salary continuation for a specified number of months following 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. The employ ment agreement of Mr. Feldman provides for a continuance of
base salary for a period of up to nine months after the date of any termination
of employment without cause by the Company. Mr. Shapiro's employment agreement
provided for a continuation of his base salary for twelve months after the date
of any termination of his employment with the Company. Mr. Shapiro is no longer
an employee of the Company and on April 2, 1996, began receiving salary
continuation pursuant to this provision of his employment agreement. In
connection with the termination of Mr. Shapiro's employment, the Company
transferred to Mr. Shapiro the life insurance policy described in footnote (3)
to the Summary Compensation Table.
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 (the "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.
<PAGE>
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 ownership by management and
stock-based performance compensa tion 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 integrated 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 Compensa tion 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 operating performance criteria, that
participant will receive a bonus in the amount of a specified percentage of his
or her base salary; and (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.
During 1995, the Company suffered from lagging comparable store sales
and poor financial performance, as did most of its competitors. In light of
these conditions, base salaries of Executive Officers were frozen at 1994
levels. In addition, because the criteria for the award of bonuses pursuant to
the Compensation Plan were not met during 1995, no bonus awards were made to any
Executive Officer with respect to performance during 1995.
Mr. Jacobs' 1995 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 objective
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
Compensation 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 component.
<PAGE>
During 1995, the Compensation Committee froze Mr. Jacobs' base salary
at 1994 levels in light of the Company's financial performance. During fiscal
1995, Company-wide performance goals constituted 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 the remaining 50% of the criteria for Mr. Jacobs'
target bonus. Although Mr. Jacobs met his individual goals, the Company-wide
goals were not met and Mr. Jacobs did not receive any bonus.
<TABLE>
<S> <C> <C>
Compensation Committee Stock Option Committee
James M. Shoemaker, Jr. Raymond S. Waters,
Chairman Chairman
Charles D. Moseley, Jr. Henry D. Jacobs, Jr.
Laurie M. Shahon
</TABLE>
<PAGE>
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>
<S> <C> <C> <C> <C>
Indexes
Retail OPC
Equity Specialty Stock
Market Apparel Prices
1990 100.00 100.00 100.00
1991 129.58 173.05 280.66
1992 144.38 172.53 533.26
1993 158.74 158.35 659.56
1994 159.96 148.56 331.55
1995 221.34 167.56 126.30
</TABLE>
The Performance Graph assumes the investment of $100 on December 28,
1990 and the reinvestment of any and all dividends.
<PAGE>
PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S
DIRECTOR STOCK OPTION PLAN
(Proxy Item 2)
The Board of Directors recommends that the stockholders approve adop-
tion by the Company of the Amendment (the "Amendment") described below to the
One Price Clothing Stores, Inc. Director Stock Option Plan (the "Plan").
The Plan currently provides that, on each Grant Date (as defined
below), each director of the Company who, on the date of grant, is not an
employee of the Company (an "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. The Grant Date is currently 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 Amendment would
increase the number of shares of Common Stock subject to the annual grant to
5,000 shares and change the Grant Date to April 30 of each year (or the
immediately preceding business day).
The Company has evaluated the amount of time that non-employee
directors spend in service to the Company and the value of their service to the
Company. Following this evaluation, the Company determined that an increase in
the number of shares with respect to which options under the Plan are granted is
appropriate to reward these directors for their service to the Company and to
more closely align their interests with those of the Company's stockholders. The
Amendment does not increase the number of shares subject to the Plan. The change
to the annual grant date was made in light of the recent change in the Company's
fiscal year from the Saturday nearest December 31 of each year to the Saturday
nearest January 31 of each year. The Company adopted the Amendment in March
1996, subject to stockholder approval.
Currently, the Plan provides that options covering 1,500 shares of
the Company's Common Stock are 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 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 Plan is
administered by the Company's Board of Directors.
The 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. Options were
granted on March 29, 1996, to each of the Eligible Directors with respect to
5,000 shares of Common Stock. Options with respect to 1,500 shares of Common
Stock are exercisable immediately, and options with respect to the remaining
3,500 shares of Common Stock are subject to approval of the Company's
stockholders at the Annual Meeting. If stockholder approval of the Amendment is
obtained, these options shall become exercisable immediately following the
Annual Meeting; if stockholder approval of the Amendment is not obtained, the
grant of options with respect to 3,500 shares of Common Stock to each Eligible
Director shall not be effective and the Plan shall continue as originally
adopted, with only the change in Grant Date described above to be effective.
Any option granted under the 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 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.
<PAGE>
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 Plan.
An option granted to a participant under the 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 amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
thereunder.
Under current law, for Federal income tax purposes, the participant
will not be taxed upon the grant of an option under the 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 Plan, except that, in
addition to Board approval, a majority stockholder approval vote would be
required if the amendment would: (i) materially increase the benefits accruing
to participants; (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. Because the Amendment increases benefits to participants, it is being
submitted for stockholder approval.
The 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 April 15, 1996, seven directors of the Company were Eligible
Directors for purposes of the Plan. Mr. Jacobs is not eligible as he is an
employee of the Company.
<PAGE>
<TABLE>
<S> <C> <C>
New Plan Benefits
Name and Position 1996 Options Subsequent
Number of Per Year Options
Shares(1) Number of Shares (1)
Raymond S. Waters 3,500 3,500
Secretary and
Director
David F. Bellet 3,500 3,500
Director
Charles D. Moseley, Jr. 3,500 3,500
Director
James M. Shoemaker, Jr. 3,500 3,500
Director
Malcolm L. Sherman 3,500 3,500
Director
Cynthia Cohen Turk 3,500 3,500
Director
Laurie M. Shahon 3,500 3,500
Director
Current Executive Officers as a
Group 0(2) 0(2)
Non-Executive 24,500 24,500
Director Group(2)
All Employees, 0(2) 0(2)
Excluding Executive
Officers, as a Group
</TABLE>
(1)The number shown is the incremental benefit provided by the Amendment being
submitted for stockholder approval.
(2)Employees of the Company are not eligible to participate in the Plan.
Each of the Eligible Directors can be deemed to have an interest in
approval of the Amendment.
On March 29, 1996, the average of the high and low sales price of a
share of the Common Stock of the Company was $4.50.
The Amendment is being submitted to the stockholders of the Company
for approval in order to qualify certain aspects of the operation of the amended
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 increase in the
number of shares of Common Stock with respect to which annual options are
granted will not become effective if the requisite stockholder vote on the
Amendment is not obtained.
<PAGE>
Vote Required
The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented and entitled to vote at the Annual Meeting
is required for approval of the Amendment to the Company's Director Stock Option
Plan.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE COMPANY'S DIRECTOR STOCK OPTION PLAN.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the 1997
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 15, 1996 and must otherwise comply with the rules of the
Securities and Exchange Commission relating to stockholder proposals.
FINANCIAL INFORMATION
The Company's 1995 Annual Report to Stockholders (the "1995 Annual
Report") is being mailed to the Company's stockholders with this Proxy
Statement. The 1995 Annual Report is not part of the proxy solicitation
material.
The Company will provide without charge to any stockholder of record
as of April 15, 1996, who so requests in writing, a copy of the 1995 Annual
Report or the Company's fiscal 1995 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 1995 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 1996 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
will 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 stockhold ers. If, however, any other matter requiring a
vote of the stockholders is properly presented at the meeting or any adjournment
thereof, it is intended 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
<PAGE>
stockholders during regular business hours from May 9, 1996 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.
<TABLE>
<S> <C>
/s/ Raymond S. Waters
Raymond S. Waters
Secretary
Duncan, South Carolina
April 19, 1996
</TABLE>
<PAGE>
Appendix A - Proxy Card
<TABLE>
<S> <C>
ONE PRICE CLOTHING STORES, INC.
Annual Meeting, May 20, 1996
</TABLE>
P
R
O
X
Y
Please sign
on reverse
side and
return in
the enclosed
postage-paid
envelope
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 May 20, 1996 at 9:00 a.m., local time, and
any adjournment or adjournments thereof, and the undersigned instructs said
attorneys to vote:
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed
below
contrary below)
David F. Bellet, Henry D. Jacobs, Jr., Charles D. Moseley, Jr.,
Laurie M. Shahon, Malcolm L. Sherman, James M. Shoemaker, Jr.,
Cynthia Cohen Turk and Raymond S. Waters
(INSTRUCTIONS: To withhold authority to vote for an individual nominee write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------
2. Vote on proposal to approve the Amendment to the Company's Director Stock
Option Plan
____ FOR ____ AGAINST ____ ABSTAIN
3. At their discretion upon such other matters as may properly come before
the meeting or any adjournment or adjournments thereof.
Either of said attorneys and proxies who shall be present and acting as such at
the meeting or any adjournment or adjournments thereof (or, if 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)
<PAGE>
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,
FOR APPROVAL OF THE AMENDMENT TO THE COMPANY'S DIRECTOR STOCK OPTION PLAN AND IN
THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER MATTERS OF BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders dated April 19, 1996 and the Proxy Statement furnished therewith.
<TABLE>
<S> <C>
Dated this ________ day of __________________ 1996
------------------------------------------
(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
corporation, please sign 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.
</TABLE>
Please date, sign and return this Proxy. Thank You.
<PAGE>
Appendix B - Amendment to Director Stock Option Plan
AMENDMENT NUMBER ONE TO
ONE PRICE CLOTHING STORES, INC.
DIRECTOR STOCK OPTION PLAN
This Amendment to the One Price Clothing Stores, Inc. ("Company")
Director Stock Option Plan ("Plan"), is adopted as of this 14th day of March,
1996.
WHEREAS, the Board of Directors of the Company adopted the Plan as of
February 9, 1995 and the Plan was subsequently approved by the shareholders of
the Company and became effective as of April 19, 1995; and
WHEREAS, the Plan provided for the automatic issuance of options for
1,500 shares of Common Stock to non-employee directors on March 31, 1996 and
each subsequent March 31 (or the immediately preceding business day); and
WHEREAS, the Company has changed its fiscal year end from the Saturday
nearest December 31 each year to the Saturday nearest January 31 of each year;
and
WHEREAS, the Board of Directors of the Company at its meeting held
March 14, 1996 unanimously approved an increase in the number of shares to be
automatically granted annually pursuant to the Plan to each director from 1,500
to 5,000 shares of Common Stock, such increase to be effective March 31, 1996,
subject to stockholder approval, and modified the Grant Date from March 31 of
each calendar year (or the immediately preceding business day) to April 30 of
each calendar year (or the immediately preceding business day) commencing in
1997;
NOW, THEREFORE, the Plan is hereby modified as
follows:
The second paragraph of Section 4. OPTIONS
FOR DIRECTORS WHO ARE NOT EMPLOYEES is
hereby replaced with the following
paragraph:
On each Grant Date (as hereinafter defined),
each Eligible Director shall automatically
receive from the Company an option for 5,000
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 (as reported
on NASDAQ). For purposes of this Plan, the
Grant Date shall be March 29 of 1996 and
April 30 of each calendar year commencing
with the 1997 calendar year (or, if April 30
is not a business day, the immediately
preceding business day).
The first sentence of the third paragraph of
said Section 4 shall be replaced with the
following:
Each Option shall be immediately exercisable
commencing on the date of its grant and at
any time and from time to time thereafter
(subject to Section 6 hereof) until and
including the date which is the business day
immediately preceding the tenth anniversary
of the Grant Date; provided, however, each
Option to be granted March 29, 1996 shall
provide that 1,500 of the 5,000 shares
granted shall be immediately exercisable and
the remaining 3,500 shares granted shall be
subject to approval of stockholders at the
annual meeting to be held May 20, 1996 and,
upon such stockholder approval, such 3,500
shares shall become immediately exercisable.
In the event stockholders do not approve the
increase in the number of shares to be
granted annually from 1,500 to 5,000 shares,
the Plan shall continue as effective April
<PAGE>
19, 1995 with only the Grant Date to be
changed from March 31 to April 30 of each
calendar year commencing in 1997.
In all other respects, the Plan is hereby ratified and continued in
accordance with its terms and conditions.
April 15, 1996
<PAGE>
