SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 14-a-6
(e)(2)
(x) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Solicting Material Pursuant to 240.14a-11(c) or 240.14a-12
ONE PRICE CLOTHING STORES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the Appropriate box);
(x) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined:)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement, number
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
One Price Clothing Stores, Inc.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
May 5, 1997
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 Wednesday, June 4, 1997, at 9:00 a.m., local time.
The principal business of the meeting will be to elect directors for the
ensuing year and to review the results of the past year and report on our
operations during the first quarter of fiscal 1997.
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 JUNE 4, 1997
The annual meeting of stockholders (the "Annual Meeting") of One Price
Clothing Stores, Inc. (the "Company") will be held on Wednesday, June 4, 1997,
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:
1. The election of nine directors for the ensuing year; and
2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The Company has fixed April 29, 1997, 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 29, 1997, 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.
BY ORDER OF THE BOARD OF DIRECTORS,
Grant H. Gibson
Secretary
Duncan, South Carolina
May 5, 1997
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 Wednesday,
June 4, 1997, 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
May 5, 1997.
VOTING RIGHTS
Only stockholders of record at the close of business on April 29, 1997, are
entitled to receive notice of and to vote at the Annual Meeting. As of such
date, there were 10,435,531 shares outstanding of the Company's 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 29, 1997, will
be sent this Proxy Statement, the accompanying Notice of Annual Meeting, and a
proxy card. Any proxy given pursuant to such solicitation that is received in
time to be voted at the Annual 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 proxies will be voted FOR the proposal to elect as
directors the nominees named in this Proxy Statement 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.
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 are not counted for
purposes of determining the votes cast for directors. 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
The following table sets forth, as of April 29, 1997, 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> <C>
Amount and Nature
Name and Address of Beneficial Percentage of Total
of Beneficial Owner Ownership Outstanding Shares
Henry D. Jacobs, Jr.
1875 East Main Street
Highway 290, Commerce Park
Duncan, SC 29334 2,117,119(1) 20.3%
FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109 970,600(2) 9.3%
J. P. Morgan & Co. Incorporated (3)
60 Wall Street
New York, NY 10260 1,331,100(3) 12.8%
</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, but disclaims
beneficial ownership.
(2) The information regarding beneficial ownership of shares was derived from
the Schedule 13G of FMR Corp. ("FMR") dated February 14, 1997. According to
the Schedule 13G, FMR has voting power with respect to none of the indicated
shares and may be deemed to have sole dispositive power with respect to all
of the indicated shares because its wholly-owned subsidiary, Fidelity
Management and Research Company ("Fidelity") (which has the same business
address as FMR) acts as an investment adviser to various investment
companies. The Schedule 13G reported that: (i) one investment company,
Fidelity Low-Priced Stock Fund (which has the same business address as FMR),
owned all of the shares shown; (ii) each of Edward C. Johnson 3d, FMR,
through its control of Fidelity, and the Fidelity Funds has sole power to
dispose of the shares shown; (iii) the sole voting power with respect to the
shares shown resides in the Boards of Trustees of the Fidelity Funds; and
(iv) through ownership of common stock of FMR and a shareholder's agreement,
members of the Johnson family and trusts for their benefit may be deemed to
form a controlling group with respect to FMR.
(3) The information regarding beneficial ownership of shares was derived from an
amendment dated December 31, 1996, to the Schedule 13G of J.P. Morgan & Co.
Inc. According to the amendment, J.P. Morgan & Co. Inc. has sole voting
power with respect to 855,900 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 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 a stockholder directs 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.
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 30, 1997.
<TABLE>
<S> <C> <C> <C> <C>
Amount and Percentage of
Nature of Total
Director Beneficial Outstanding
Name and Age Principal Occupation Since Ownership Shares
Henry D. Jacobs, Jr. Chairman of the Board 1984 2,117,119(2) 20.3%
63 of the Company (1)
Raymond S. Waters Director of the 1984 221,479(4) 2.1%
72 Company (3)
Larry I. Kelley President and Chief 1997 75,000(6) (17)
54 Executive Officer of the
Company (5)
David F. Bellet Chairman of Crown 1988 48,291(8) (17)
50 Advisors Ltd. (7)
Cynthia R. Cohen President of Marketplace 2000 (9) 1994 12,714(10) (17)
43
Charles D. Moseley, Jr. General Partner of Noro-Moseley 1987 76,678(12) (17)
54 Partners (11)
James M. Shoemaker, Jr. Member of the law firm 1991 37,500(14) (17)
64 of Wyche, Burgess,
Freeman & Parham,
P.A. (13)
Malcolm L. Sherman Chairman and Chief 1993 17,500(10) (17)
65 Executive Officer of
Ekco Group, Inc. (15)
Laurie M. Shahon President of Wilton 1994 20,000(10) (17)
45 Capital Group (16)
</TABLE>
(1) Mr. Jacobs has served as Chairman of the Board of the Company since 1988.
He also served until his resignation on April 24, 1997, as Chief Executive
Officer since 1984 and as President since April 2, 1996. He earlier served
as President of the Company from 1984 to 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, but disclaims beneficial
ownership.
(3) Mr. Waters served as Secretary of the Company from 1988 to August 1996. He
served as Treasurer of the Company from 1984 to 1992 and as Executive Vice
President from 1987 to 1992. Mr. Waters also served as Chief Financial
Officer of the Company from 1984 to 1987 and as Vice President of the
Company from 1986 to 1987.
(4) The figure shown includes 10,000 shares subject to presently exercisable
stock options. 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, but disclaims beneficial ownership.
(5) Mr. Kelley has served as President and Chief Executive Officer of the
Company since joining the Company on April 24, 1997. Mr. Kelley served from
1991 until just prior to joining the Company as President and Chief
Executive Officer of Casual Male Big & Tall, a men's clothing retailer and
a division of J. Baker, Inc.
(6) Represents 75,000 shares subject to presently exercisable stock options.
(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 a
director of Just for Feet, Inc.
(8) The figure shown includes 10,000 shares subject to presently exercisable
stock options, and 38,291 shares held in a joint account with Mr. Bellet's
wife.
(9) Ms. Cohen has been President of Marketplace 2000, a marketing and strategy
consulting firm, since 1990. Ms. Cohen is a director of Loehmann's
Holdings, Inc., Office Depot, Inc., Spec's Music, Inc., and Capital Factors
Holding, Inc.
(10) The figure shown includes 10,000 shares subject to presently exercisable
stock options.
(11) 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 that is managed by Moseley Kelly
French Corporation. In addition, Mr. Moseley serves on the boards of
directors of several private companies.
(12) The figure shown includes 10,000 shares subject to presently exercisable
stock options. The figure shown also includes an aggregate of 337 shares
owned by Mr. Moseley's spouse and an aggregate of 6,510 shares owned by his
son and daughter, as to which shares he disclaims beneficial ownership.
(13) 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.
(14) The figure shown includes 10,000 shares subject to presently exercisable
stock options. 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.
(15) Mr. Sherman has served since 1996 as the Chairman and Chief Executive
Officer of Ekco Group, Inc., a manufacturer and marketer of branded
houseware products. 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 also serves as a director of Maxwell Shoe Company. Mr. Sherman
served from 1991 to 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.
(16) 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. Ms. Shahon also serves as a director of Arbor Drugs, Inc.,
Ames Department Stores, Inc. and Homeland Stores, Inc.
(17) Less than one percent (1%).
Directors' Fees
The Board pays directors' fees to its non-employee directors. In 1996,
directors' fees were $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 served 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, as amended, each non-employee director of the
Company is entitled to receive annual grants of options with respect to 5,000
shares of Common Stock. On March 29, 1996, each of Mr. Bellet, Ms. Cohen, Mr.
Moseley, Mr. Shoemaker, Mr. Sherman, 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. All of these
options are presently exercisable. On April 30, 1997, each of these non-employee
directors also received options for an additional 5,000 shares of Common Stock,
each with an exercise price of $3.6875 per share, the fair market value on the
date of grant. All of these options are presently exercisable.
Marketplace 2000, of which Ms. Cohen serves as President, serves as a
marketing consultant to the Company and received fees, net of reimbursable
expenses, of $3,600 and $4,800 for these services during fiscal 1996 and the
Company's transitional financial reporting period from December 31, 1995 to
February 3, 1996, respectively. In addition, during fiscal 1996 Mr. Sherman
received $1,000 for his consulting services to the Company.
Meetings and Committees
During the 1996 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, Cynthia R. Cohen, Malcolm L.
Sherman and Raymond S. Waters. Ms. Cohen serves as Chairman of this committee.
The Audit Committee met four times during fiscal 1996.
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 met three times by telephone during fiscal 1996.
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 nine consent actions without meeting and met physically
three times and by telephone twice during fiscal 1996. 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 Governance Committee which is authorized
to make recommendations to the Board of Directors as to governance matters
concerning the Company. The members of the Governance Committee are David F.
Bellet, Cynthia R. Cohen, Laurie M. Shahon and Malcolm L. Sherman. Mr. Sherman
serves as Chairman of this committee. The Governance Committee met eight times
in person and four times by telephone during fiscal 1996.
The Company does not have a nominating committee of the Board of Directors.
The Board of Directors performs these functions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee of the Board
during fiscal 1996: 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 1996: Henry D. Jacobs, Jr. and
Raymond S. Waters. Mr. Jacobs is Chairman of the Board, and also served as
President and Chief Executive Officer of the Company throughout 1996. Mr. Waters
served as Secretary of the Company until August 1996.
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 that it owned approximately 9.3% of the
Company's outstanding Common Stock as of December 31, 1996. 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 $8,331 during fiscal 1996 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 executive officers and describes their
business experience. Larry I. Kelley first became an executive officer in April
1997.
Name and Age Position with the Company
Henry D. Jacobs Chairman of the Board (1)
63
Larry I. Kelley President and Chief Executive Officer (2)
54
Stephen A. Feldman Executive Vice President
49 and Chief Financial Officer (3)
Ronald C. Swedin Senior Vice President - Store Operations (4)
51
Thomas M. Unrine Senior Vice President - Merchandising (5)
51
(1) See information under "Election of Directors; Information Respecting
Nominees for Director." Mr. Jacobs ceased to be an executive officer of the
Company as of April 24, 1997. Since that time he has continued in his role
as Chairman of the Board, a non-executive officer position.
(2) See information under "Election of Directors; Information Respecting
Nominees for Director."
(3) Mr. Feldman became Chief Financial Officer, Vice President and Treasurer of
the Company in January 1995, and became Executive Vice President and Chief
Financial Officer 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 to 1992.
(4) 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.
(5) 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 30, 1997, regarding
stock ownership by individuals who served as executive officers of the Company
during 1996 and of all current directors and executive officers of the Company,
as a group:
<TABLE>
<S> <C> <C> <C> <C> <C>
Amount and Percentage of
Nature Total
of Beneficial Outstanding
Name Principal Occupation Ownership Shares
Henry D. Jacobs, Jr. Chairman of the Board 2,117,119 (1) 20.3%
Stephen A. Feldman Executive Vice President and 12,000 (2) (6)
Chief Financial Officer
Ronald C. Swedin Senior Vice President - 36,900 (3) (6)
Store Operations
Thomas M. Unrine Senior Vice President - 22,000 (4) (6)
Merchandising
All current directors and executive 2,697,181 (5) 25.4%
officers as a group (12 persons)
</TABLE>
(1) See information under "Election of Directors; Information Respecting
Nominees for Director".
(2) The figure shown represents shares not outstanding as of April 30, 1997, but
subject to stock options presently exercisable.
(3) The figure shown includes 33,400 shares not outstanding as of April 30,
1997, but subject to stock options presently exercisable.
(4) The figure shown includes 7,000 shares not outstanding as of April 30, 1997,
but subject to stock options presently exercisable.
(5) Includes 197,400 shares of Common Stock not outstanding as of April 30,
1997, 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
percentage of outstanding shares of Common Stock beneficially owned by the
Company's executive officers and directors.
(6) 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.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation during fiscal years 1996,
1995 and 1994 of each of the individuals who served as the Company's executive
officers during 1996 whose 1996 salary and bonus exceeded $100,000 (the "Named
Executive Officers"). In March 1996, the Company elected to change its fiscal
year from the Saturday nearest December 31 to the Saturday nearest January 31.
In connection with this change, the Company reported its financial results for a
transition period from December 31, 1995 to February 3, 1996 (the "Transition
Period"). For ease of comparison, information is also presented below for the
Transition Period.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
Other Annual Securities All Other
Name and Salary Bonus Compensation Underlying Compensation
Principal Position Year ($) ($)(1) ($)(2) Options (#) ($)(3)
Henry D. Jacobs, Jr. 1996 330,000 0 1,615 0 14,920
Chairman of the Board Transition Period 25,385 0 0 0 762
1995 330,000 0 1,615 0 15,209
1994 330,013 9,021 1,559 0 9,825
Stephen A. Feldman (4) 1996 245,192 0 22 30,000 4,883
Executive Vice Transition Period 17,308 0 0 0 0
President and Chief 1995 216,346 0 56,309(5) 25,000 2,864
Financial Officer
Ronald C. Swedin (6) 1996 222,053 0 33 27,000 6,608
Senior Vice President - Transition Period 16,129 0 0 0 806
Store Operations
Thomas M. Unrine (7) 1996 250,000 0 64,198(8) 25,000 3,024
Senior Vice President - Transition Period 10,577 0 0 30,000 0
Merchandising
</TABLE>
(1) The amount shown for Mr. Jacobs for 1994 reflects 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, 1995 or 1996.
(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 1996, 1995, or 1994.
(3) "All Other Compensation" for 1996 includes the following: (i) contributions
of $2,880, $1,923, and $2,880 to the Company's 401(k) Plan on behalf of
Messrs. Jacobs, Feldman and Swedin, respectively, to match 1996 pre-tax
elective deferral contributions (included under Salary) made by each to such
plan; (ii) premium payments of $5,508, $960, $1,728 and $1,024 for the
benefit of Messrs. Jacobs, Feldman, Swedin and Unrine, 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 for the benefit of Mr. Jacobs to continue coverage under a long-term
disability policy at a level not otherwise available to salaried employees
generally; and (iv) a medical reimbursement of $2,000 to each of Messrs.
Jacobs, Feldman, Swedin and Unrine, respectively. "All Other Compensation"
for the Transition Period includes contributions for $762 and $806 to the
Company's 401(k) Plan on behalf of Messrs. Jacobs and Swedin, respectively,
to match Transition Period pre-tax elective deferrals (included under
Salary) made by each to such plan.
(4) Mr. Feldman joined the Company in January 1995.
(5) This amount 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.
(6) Mr. Swedin became an executive officer in January 1996.
(7) Mr. Unrine joined the Company in January 1996.
(8) Of this amount, $64,187 represents a one-time reimbursement by the Company
for taxes paid by Mr. Unrine with respect to moving benefits furnished to
him by the Company.
Stock Options
The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during fiscal 1996 and the Transition Period.
Option Grants in Last Fiscal Year and Transition Period
<TABLE>
<S> <C> <C> <C> <C> <C>
Individual Grants
% of Total
Number of Options Granted
Securities to Employees Grant Date
Underlying in Fiscal 1996 Exercise Present
Options or the Price Expiration Value
Name Granted (#) Transition Period ($/Sh) Date (1) ($) (2)
Fiscal 1996
Henry D. Jacobs, Jr. (3) 0 -- -- -- --
Stephen A. Feldman 10,000 5.0% 4.125(4) 4/04/2006 22,202
20,000 10.0% 2.750(5) 1/03/2007 30,598
Ronald C. Swedin 7,000 4.0% 4.125(4) 4/04/2006 15,541
20,000 10.0% 2.750(5) 1/03/2007 30,598
Thomas M. Unrine 5,000 3.0% 4.125(4) 4/04/2006 11,101
20,000 10.0% 2.750(5) 1/03/2007 30,598
Transition Period
Thomas M. Unrine 30,000 95.2%(6) 3.125(7) 1/05/2006 51,045
</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 65%, a risk-free rate of
return of approximately 6.0%, a dividend yield of 0%, and an estimated
option life of approximately 1.2 years from the exercisability date.
(3) Mr. Jacobs is ineligible to receive stock options under the Company's stock
option plans.
(4) These options became exercisable with respect to 20% of the shares covered
thereby on April 4, 1997, 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.
(5) These options will become exercisable with respect to 20% of the shares
covered thereby on January 3, 1998, 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 were awarded to Mr. Unrine during the Transition Period upon
his joining the Company in January 1996. No options were awarded to any
other Named Executive Officer during the Transition Period.
(7) These options became exercisable with respect to 20% of the shares covered
thereby on January 5, 1997, 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.
Option Exercises
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the 1996 fiscal
year and unexercised options held as of the end of the 1996 fiscal year. No
options were exercised during the Transition Period.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<S> <C> <C> <C> <C>
Number of
Securities
Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options
1996 Fiscal at 1996 Fiscal Year-
Year-End (#) End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
Henry D. Jacobs, Jr. (1) 0 0 0 0
Stephen A. Feldman 0 0 9,000/46,000 0/10,000
Ronald C. Swedin 0 0 25,750/40,000 0/10,000
Thomas M. Unrine 0 0 6,000/49,000 750/13,000
</TABLE>
(1) 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, Feldman,
Swedin and Unrine, are parties to employment contracts with the Company that
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. The employment agreements of
Messrs. Feldman, Swedin and Unrine provide for a continuance of base salary for
a period of up to 12 months after the date of any termination of employment with
or without cause, except for fraud, theft, dishonesty, or criminal intent.
In fiscal 1996, the Company entered into a deferred compensation agreement
with Mr. Jacobs in consideration for his past service to the Company. The
agreement provides for payment to Mr. Jacobs or his beneficiary of an aggregate
of $1,650,000, payable in 120 consecutive monthly payments of $13,750 beginning
upon the earlier of Mr. Jacobs' retirement or death. The agreement provides that
the entire unpaid portion of the compensation amount becomes immediately due and
payable in the event of certain extraordinary corporate transactions described
in the agreement. The agreement also contains confidentiality and noncompetition
provisions. In addition, in fiscal 1997 the Board approved an arrangement with
Mr. Jacobs pursuant to which his base salary was increased to $390,000 per year
effective for the 1997 fiscal year, with his salary to remain at that level for
a six-month period following April 24, 1997; following such six-month period, he
will receive one-half of that base salary for his service as Chairman of the
Board for one year; and he will receive a bonus of 30% of his actual
compensation for the 1997 fiscal year if his bonus goals are achieved.
Mr. Raymond S. Waters retired from his position as Secretary of the Company
in August 1996 and from his positions as Executive Vice President and Treasurer
in June 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 1996, Mr. Waters received payments aggregating $75,000 pursuant to
the agreement.
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.
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 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.
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
As a result of the recommendation of an outside consulting firm engaged to
assist the Compensation Committee, 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 was calculated in 1994 and 1995.
This Compensation Plan, which adopted a bonus structure based upon individual
and corporate performance and relative corporate performance as compared to a
selected peer group, was modified for 1996. This revised plan provided for
bonuses based upon: (i) individual and corporate performance; (ii) corporate
performance (earnings per share); and (iii) enhancement of stockholder value as
evidenced by the price of the Company's stock on January 31, 1997. Performance
goals are set at the beginning of each fiscal year and communicated to the
participating members of the Company's management.
During 1996, the Company continued to experience negative comparable store
sales performance. In light of this, and because the criteria for the award of
bonuses pursuant to the Compensation Plan were not met during 1996, no bonus
awards were made to any Executive Officer with respect to performance during
1996. To recognize additional responsibilities, to promote higher morale and as
a performance incentive, certain Executive Officer base salaries (which had been
frozen at 1994 levels) were raised modestly in fiscal 1996.
Mr. Jacobs' 1996 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.
During fiscal 1996, the Committee approved the compensation arrangement and
deferred compensation agreement with Mr. Jacobs described above under
"Employment Contracts and Deferred Compensation Arrangements" in recognition of
Mr. Jacobs' role as founder of the Company and diligent service to the Company
and to promote an orderly transition in connection with his prospective
retirement. The determination of this compensation was based upon subjective
factors.
During 1996, the Compensation Committee continued to freeze Mr. Jacobs'
base salary at 1994 levels in light of the Company's financial performance.
During fiscal 1996, 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.
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
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 in the proxy statement. Presented below (for
electronic filing purposes with the SEC) is a table of the data reflected in the
performance graph. Total stockholder returns for 1996 include the Transition
Period as well as fiscal 1996, and accordingly represent a 57- rather than a
52-week period. The stock performance shown in the graph (and the table below)
is not necessarily indicative of future price performance.
Indexes
Retail OPC
Equity Specialty Stock
Market Apparel Prices
1991 100.00 100.00 100.00
1992 111.41 99.70 190.00
1993 122.50 91.50 235.00
1994 123.44 85.84 118.13
1995 170.61 96.83 45.00
1996 223.96 116.80 48.75
The Performance Graph assumes the investment of $100 on December 28, 1991,
and the reinvestment of any and all dividends.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the 1998 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
January 5, 1998, and must otherwise comply with the rules of the Securities and
Exchange Commission relating to stockholder proposals.
FINANCIAL INFORMATION
The Company's 1996 Annual Report to Stockholders (the "1996 Annual Report")
is being mailed to the Company's stockholders with this Proxy Statement.
The Company will provide without charge to any stockholder of record as of
April 29, 1997, who so requests in writing, a copy of the 1996 Annual Report or
the Company's 1996 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 1996
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 1997 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and with respect to its most recent fiscal year,
and written representations that no Form 5 was required, the Company believes
that all of its executive officers, directors and persons who may have been
deemed to be greater than 10% shareholders during the year have made all filings
required to be made under Section 16(a) of the Securities Exchange Act of 1934,
as amended, except as follows: Mr. Swedin made a late filing of a Form 4
reporting one transaction.
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 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 $3,000 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 May 23, 1997, to the date of the Annual 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.
Grant H. Gibson
Secretary
Duncan, South Carolina
May 5, 1997
ONE PRICE CLOTHING STORES, INC.
Annual Meeting, June 4, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ONE PRICE
CLOTHING STORES, INC.
The stockholder(s) of One Price Clothing Stores, Inc. (the "Company"), a
Delaware corporation, whose signature(s) appears on the reverse hereof, hereby
constitutes and appoints Henry D. Jacobs, Jr. and Grant H. Gibson, and each of
them, attorneys and proxies on behalf of such stockholder(s) 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
June 4, 1997, at 9:00 a.m., local time, and any adjournment or adjournments
thereof, and such stockholder(s) instructs said attorneys to vote, as specified
on the reverse. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN IN THE ENCLOSED
ENVELOPE. Please date and sign on reverse exactly as name appears on this proxy.
When signing as attorney, executor, administrator, trustee, or guardian, please
give full title as such.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
H PLEASE MARK VOTES AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS
h FOR ALL h WITHHOLD FROM ALL h FOR ALL EXCEPT
Nominees: David F. Bellet, Cynthia R. Cohen, Henry D. Jacobs, Jr., Larry I. Kelley, Charles D. Moseley, Jr.
Laurie M. Shahon, Malcolm L. Sherman, James M. Shoemaker, Jr., Raymond S. Waters
</TABLE>
INSTRUCTION: To withhold authority to vote for an individual nominee, mark the
"For All Except" box and strike a line through the nominee's name in the list
provided above.
2. At their discretion upon such other matters as may properly come before
the meeting or any adjournment or adjournments thereof.
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ELECTION OF THE
NOMINEES FOR DIRECTOR LISTED ON THIS PROXY 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 May 5, 1997 and the Proxy Statement furnished therewith.
ONE PRICE CLOTHING STORES, INC.
RECORD DATE SHARES:
Shareholder sign here Co-Owner sign here
Mark box at right if an address change or comment
has been noted on the reverse side of this card. h
Please be sure to sign and date proxy.
Date: .
