SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ( )
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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 Registrant)
Payment of Filing Fee (Check the appropriate box):
( ) 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:
<PAGE>
One Price Clothing Stores, Inc.
1875 East Main Street
Highway 290, Commerce Park
Duncan, South Carolina 29334
May 8, 1998
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 10, 1998, 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 1998.
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,
/s/ Henry D. Jacobs, Jr.
_____________________________
Henry D. Jacobs, Jr.
Chairman of the Board
<PAGE>
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 10, 1998
----------------------------------------------
The annual meeting of stockholders (the "Annual Meeting") of One Price
Clothing Stores, Inc. (the "Company") will be held on Wednesday, June 10,
1998, 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 eight 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 May 1, 1998, 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 May 1, 1998, 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,
/s/ Grant H. Gibson
___________________________________
Grant H. Gibson
Secretary
Duncan, South Carolina
May 8, 1998
<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 Wednesday,
June 10, 1998, 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 8, 1998.
VOTING RIGHTS
Only stockholders of record at the close of business on May 1, 1998, 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 May 1, 1998, 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 a proxy will be voted FOR the proposal in Item
1 of the Proxy 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.
Shareholders do not have the right to cumulate their votes in the election of
directors.
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.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of May 1, 1998, 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>
<CAPTION>
Name and Address Amount and Nature Percentage of Total
of Beneficial Owner of Beneficial Ownership Outstanding Shares
- ---------------------------------- ------------------------- --------------------
<S> <C> <C>
Henry D. Jacobs, Jr.
1875 East Main Street
Highway 290, Commerce Park
Duncan, SC 29334 2,117,119 (1) 20.29%
FMR Corp.
82 Devonshire Street
Boston, MA 0210 901,600 (2) 8.64%
Dimensional Fund Advisors, Inc.
1299 Ocean Ave. -- 11th Fl.
Santa Monica, CA 90401 524,497 (3) 5.03%
</TABLE>
- ----------
(1) Mr. Jacobs is the Chairman of the Board, a non-executive position. He
retired as President and CEO of the Company on April 24, 1997. 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 12, 1998. 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 ("FLPSF") (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
FLPSF has sole power to dispose of the shares shown; (iii) the sole voting
power with respect to the shares shown resides in the Board of Trustees of
FLPSF; and (iv) through ownership of common stock of FMR and a
shareholder's agreement, Mr. Johnson and members of his family (including
Abigail Johnson) 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
the Schedule 13G of Dimensional Fund Advisors, Inc. ("Dimensional"), dated
February 9, 1998, and a letter addressed to the Company dated February 6,
1998. According to the Schedule 13G, all such shares are held by advisory
clients of Dimensional, with respect to which Dimensional serves as
investment manager. Dimensional disclaims beneficial ownership of such
securities.
2
<PAGE>
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. Directors are elected
by a plurality of votes of shares present in person or represented by proxy at
the meeting. Abstentions and broker non-votes effectively have no effect on 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.
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 May 1, 1998.
<TABLE>
<CAPTION>
Amount and
Nature of
Director Beneficial Percentage of Total
Name and Age Principal Occupation Since Ownership Outstanding Shares
- ------------------------- ------------------------ ------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Larry I. Kelley President and Chief 1997 131,250(2) 1.24%
55 Executive Officer of
the Company (1)
Cynthia R. Cohen President of Strategic 1994 17,714(4) (14)
44 MindShare (3)
Warren Flick Retired President and 5,000 (14)
54 Chief Operating
Officer of U.S.
KMart Stores (5)
Laurie M. Shahon President of Wilton 1994 25,000(4) (14)
46 Capital Group (6)
Malcolm L. Sherman Chairman and Chief 1993 22,500(4) (14)
66 Executive Officer of
Ekco Group, Inc. (7)
James M. Shoemaker, Jr. Member of the law 1991 47,500(9) (14)
65 firm of Wyche, Burgess,
Freeman &
Parham, P.A. (8)
Leonard M. Snyder Consultant and April 1998 26,667(11) (14)
50 Director of the
Company(10)
Raymond S. Waters Director of the 1984 199,479(13) 1.91%
73 Company (12)
</TABLE>
- ----------
(1) 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.
(2) Represents 131,250 shares subject to presently exercisable stock options.
(3) Ms. Cohen has been President of Marketplace 2000, a marketing and strategy
consulting firm, since 1990. Marketplace 2000 changed its name to
Strategic MindShare in April 1998. Ms. Cohen is a director of Loehmann's
Holdings, Inc., Office Depot, Inc., and Capital Factors Holding, Inc.
(4) The figure shown includes 15,000 shares subject to presently exercisable
stock options.
3
<PAGE>
(5) Mr. Flick served from 1995 to 1997 as President and Chief Operating
Officer, U.S. Kmart Stores, a chain of over 2,100 traditional discount
stores, and also served as a member of the Board of the parent, Kmart
Corporation. From 1988 to 1995, he served as a senior executive for Sears
Roebuck and Co., and as Chairman, President and Chief Executive Officer
for Sears de Mexico from 1994 to 1995. Mr. Flick is a director of Stride
Rite Corporation, a leading marketer of shoes, and The Fashion
Association, a trade association.
(6) 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.
(7) 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 1993. Mr. Sherman also has served as Chairman of the
Board of Directors of StethTech 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 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.
(8) 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.
(9) The figure shown includes 15,000 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.
(10) On April 16, 1998, Mr. Snyder was appointed to the Board of Directors of
the Company to fill a vacancy arising from the resignation of Mr. David
Bellet, which was effective on December 10, 1997. Mr. Snyder also became a
consultant to the Board on April 16, 1998. Mr. Snyder has been a marketing
and management consultant since January 1995. From April 1987 to October
1994, he served as Chairman and Chief Executive Officer of Lamonts
Apparel, Inc., a chain of approximately 55 family apparel stores, with
over $250 million in sales. Lamonts Apparel, Inc. filed a plan of
reorganization under Chapter 11 of the Bankruptcy Code in January 1995 and
emerged from bankruptcy in January 1998. Mr. Snyder was not an executive
officer of Lamonts Apparel, Inc. at the time of its filing. Prior to his
tenure at Lamonts Apparel, Inc., Mr. Snyder held executive positions with
Allied Stores Corporation, Inc. Mr. Snyder also serves as a Director of
Monaco Finance, Inc., and Henry's, a chain of photo and digital camera
stores in Canada and a division of Cranbrook Glen Enterprises, Limited.
(11) Represents 26,667 shares subject to presently exercisable stock options,
subject to certain conditions.
(12) 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.
(13) The figure shown includes 15,000 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.
(14) Less than one percent (1%).
4
<PAGE>
Directors' Fees
The Board pays directors' fees to its non-employee directors. In 1997,
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. In addition, pursuant to the Company's Director Stock
Option Plan, as amended, each non-employee director of the Company, other than
Mr. Snyder, is entitled to receive annual grants of options with respect to
5,000 shares of Common Stock. On March 29, 1996, Mr. Bellet, Ms. Cohen, Mr.
Moseley, Mr. Shoemaker, Mr. Sherman, Ms. Shahon and Mr. Waters each 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. On April 30, 1998, all non-employee directors
serving at such time, other than Mr. Snyder (who is not eligible to participate
in the Company's Director Stock Option Plan), received an annual grant of 5,000
shares of Common Stock, each with an exercise price of $2.78 per share, the
market value on the date of grant. All of these options are presently
exercisable.
During fiscal 1997 Mr. Waters received $5,000 for consulting services to
the Company.
Meetings and Committees
During the 1997 fiscal year, the Board of Directors met four times in
person and had eight meetings by telephone. Each member of the Board attended
at least 75% of the total number of meetings of the Board of Directors and
committees on which he or she served.
The Board of Directors has an Audit Committee which is responsible for
reviewing and making recommendations regarding the Company's engagement of
independent auditors, the annual audit of the Company's financial statements,
and the Company's internal accounting practices and policies. The current
members of the Audit Committee are 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 1997.
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, James M. Shoemaker,
Jr. and Raymond S. Waters. Ms. Shahon serves as Chairman of this committee. The
Compensation Committee had ten consent actions without meeting and met two
times by telephone during fiscal 1997.
Historically, the Board of Directors has had a Stock Option Committee
which has been 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. This Committee was merged into the Compensation Committee in June 1997.
Prior to such merger, the Stock Option Committee had two consent actions
without meeting and met physically one time during fiscal 1997. Prior to
merging, the members of the Stock Option Committee were Henry D. Jacobs, Jr.
and Raymond S. Waters. Mr. Waters served 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 Cynthia R. Cohen, Laurie M. Shahon and Malcolm L. Sherman. Mr.
Sherman serves as Chairman of this committee. The Board of Governance Committee
met four times in person and eight times by telephone during fiscal 1997.
The Company does not have a nominating committee of the Board. The Board
performs these functions.
5
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND
INTERESTED PARTY TRANSACTIONS
The following directors served on the Compensation Committee of the Board
during fiscal 1997: Charles D. Moseley, Jr., Laurie M. Shahon, James M.
Shoemaker, Jr. and, as of June 1997, Raymond S. Waters. Laurie M. Shahon 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
principal outside counsel. The following directors served on the Stock Option
Committee of the Board until it was merged into the Compensation Committee in
June 1997: 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 and until resigning such positions on April 24, 1997.
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 8.64%
of the Company's outstanding Common Stock as of February 12, 1998. 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 $27,512 during fiscal 1997 pursuant to this
agreement and expects to pay similar sums to Fidelity Management Trust Company
in the future for these services.
In fiscal 1997, Mr. Kelley, the Company's President and Chief Executive
Officer, received a loan from the Company in the amount of $225,000. Interest
on such loan is set at a floating rate equal to the rate the Company pays under
its revolving credit agreement with its principal lender.
On April 16, 1998, Mr. Snyder was appointed to the Board and entered into
an agreement with the Company to serve as a consultant to the Board, with
compensation for such consulting position set at $130,000 per annum. The
agreement also provides that assuming he is elected to the Board by the
stockholders pursuant to Item 1 of the Proxy, the Board will appoint him as
Chairman, a non-executive position, at which time his annual compensation for
all Board related activities will be $150,000 and his consultancy will end. In
addition, he received a grant of options with respect to 80,000 shares of
Common Stock of the Company, each with an exercise price of $1.77 per share,
the average price of the stock as of the date of grant, April 16, 1998. Such
options vest as follows: one-third upon the initial grant, one-third on the
first anniversary date, April 16, 1999, and the remaining one-third on the
second anniversary date of the initial grant, April 16, 2000, subject to
certain conditions.
EXECUTIVE OFFICERS OF THE COMPANY
The table below lists the Company's current executive officers and
describes their business experience. George V. Zalitis became an executive
officer in April 1998.
<TABLE>
<CAPTION>
Name and Age Position with the Company
- --------------------------- ---------------------------------------------
<S> <C>
Larry I. Kelley President and Chief Executive Officer (1)
55
Stephen A. Feldman Executive Vice President
50 and Chief Financial Officer (2)
Alphonse J. Nepa Senior Vice President - Merchandising (3)
46
Ronald C. Swedin Senior Vice President - Store Operations (4)
52
George V. Zalitis Senior Vice President - Planning,
45 Allocation & Distribution (5)
</TABLE>
- ----------
(1) See "Election of Directors"
(2) Mr. Feldman became Chief Financial Officer of the Company in January 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.
6
<PAGE>
(3) Mr. Nepa joined the Company in November 1997 as Senior Vice President -
Merchandising. From October 1992 until joining the Company he served as
Vice President - Merchandising of It's Fashion, a division of Cato
Corporation.
(4) Mr. Swedin joined the Company in March 1992 as Vice President - Store
Operations. He was promoted to Senior Vice President - Store Operations in
January 1996.
(5) Mr. Zalitis joined the Company in October 1991 as Vice President - Finance.
He was promoted to Chief Financial Officer in January 1993. He transferred
to the position of Vice-President - Distribution in 1994 and was promoted
to Senior Vice President, Planning, Allocation & Distribution in April
1998.
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of May 1, 1998, regarding
stock ownership by individuals who served as Named Executive Officers of the
Company during 1997 and of all current directors and executive officers of the
Company, as a group:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percentage of Total
Name Principal Occupation Ownership Outstanding Shares
- ------------------------------ ------------------------------ ------------------ --------------------
<S> <C> <C> <C>
2,117,119(1) 20.29%
Henry D. Jacobs, Jr. Chairman of the Board
Larry I. Kelley President and 131,250(2) 1.24%
Chief Executive Officer
Stephen A. Feldman Executive Vice President and 23,000(2) (6)
Chief Financial Officer
Ronald C. Swedin Senior Vice President - 45,550(3) (6)
Store Operations
Thomas M. Unrine Senior Vice President - 0 (6)
Merchandise
2,776,807(5) 25.75%
All directors and executive
officers as a group
(14 persons) (4)
</TABLE>
- ----------
(1) The figure shown includes 165,000 shares owned by Mr. Jacob's spouse, as to
which he may be deemed to share voting and investment power, but disclaims
beneficial ownership.
(2) The figure shown represents shares not outstanding as of May 1, 1998, but
subject to stock options presently exercisable.
(3) The figure shown includes 42,050 shares not outstanding as of May 1, 1998,
but subject to stock options presently exercisable.
(4) Includes both A. J. Nepa, and George V. Zalitis, neither of whom were Named
Executive Officers in fiscal 1997, and Charles D. Moseley, Jr., a
director, who is retiring from the Board. At May 1, 1998, Mr. Moseley was
deemed to own 81,678 shares, less than 1% of the Company's outstanding
shares, of which 15,000 shares were not outstanding as of May 1, 1998, but
were subject to stock options presently exercisable.
(5) Includes 349,817 shares of Common Stock not outstanding as of May 1, 1998,
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.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation during fiscal years 1997,
1996 and 1995 of each of the individuals who served as the Company's executive
officers during fiscal 1997 (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.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------- -------------
Awards
-------------
Other Annual Securities All Other
Name and Salary Bonus Compensation Underlying Compensation
Principal Position Year ($) ($)(2) ($)(3) Options (#) ($)(4)
- ---------------------------- ------------------- --------- ---------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Henry D. Jacobs, Jr.(1) 1997 345,000 0 0 0 16,905
Chairman of the Board 1996 330,000 0 1,615 0 762
Transition Period 25,385 0 0 0 15,209
1995 330,000 0 1,615 0 9,825
Larry I. Kelley 1997 310,769 150,000 14,815 300,000 54,501
President & CEO
Stephen A. Feldman (5) 1997 259,692 0 0 0 6,471
Executive Vice 1996 245,192 0 22 30,000 4,883
President and Chief Transition Period 17,308 0 0 0 0
Financial Officer 1995 216,346 0 56,309(6) 25,000 2,864
Ronald C. Swedin (7) 1997 233,885 0 0 0 8,541
Senior Vice President - 1996 222,053 0 33 27,000 806
Store Operations Transition Period 16,129 0 0 0 0
Thomas M. Unrine (8) 1997 133,692 0 0 0 131,024(9)
Senior Vice President - 1996 250,000 0 64,198(10) 25,000 0
Merchandising Transition period 10,577 0 0 30,000 0
</TABLE>
- ----------
(1) Mr. Jacobs retired as President and CEO of the Company on April 24, 1997.
(2) The amount shown was paid pursuant to Mr. Kelley's Employment Contract,
discussed under the heading "Compensation Committee Report on Executive
Compensation" -- "Executive Officer Compensation". Of such amount, $50,000
was received by Mr. Kelley on February 2, 1998, two days after the end of
the fiscal year end.
(3) 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 1997, 1996, or 1995.
(4) "All Other Compensation" for 1997 includes the following: (i) contributions
of $4,750, $3,393, and $4,750 to the Company's 401(k) Plan on behalf of
Messrs. Jacobs, Feldman and Swedin, respectively, to match fiscal 1997
pre-tax elective deferral contributions (included under Salary) made by
each to such plan; (ii) premium payments of $5,623, $1,208, $1,078,
$1,791, and $1,024 for the benefit of Messrs. Jacobs, Kelley, 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; (iv) a
medical reimbursement of up to $2,000 to each of Messrs. Jacobs, Feldman,
Swedin and Unrine, respectively; (v) $37,293 for one-time relocation
expenses of Mr. Kelley; and, (vi) approximately $16,000 paid by the
Company on behalf of Mr. Kelley as part of obtaining a release from his
prior employer.
(5) Mr. Feldman joined the Company in January 1995.
8
<PAGE>
(6) 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.
(7) Mr. Swedin became an executive officer in January 1996.
(8) Mr. Unrine joined the Company in January 1996, and left the Company in
August 1997.
(9) Of this amount, $128,000 relates to severance payments pursuant to Mr.
Unrine's Employment Agreement with the Company, dated December 1995.
(10) Of this amount, $64,187 represents a one-time reimbursement by the Company
for taxes paid by Mr. Unrine with respect to moving benefits furnished to
him by the Company.
Stock Options
The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during fiscal 1997.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value
Name Granted (#) in 1997 ($/Sh) Date(1) ($)(2)
- ---------------------------- ---------------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Henry D. Jacobs, Jr.(3) 0 0% NA NA 0
Larry I. Kelley 300,000(4) 58.8% 4.125 3/26/2007 613,886
Stephen A. Feldman 0 0% NA NA 0
Ronald C. Swedin 0 0% NA NA 0
Thomas M. Unrine 0 0% NA NA 0
</TABLE>
- ----------
(1) The option plan pursuant to which the options were granted and/or stock
option agreements set forth certain earlier expiration dates.
(2) The grant date present value was calculated using the Black-Scholes option
pricing model assuming an expected volatility of 65%, a risk-free rate of
return of approximately 6.0%, a dividend yield of 0%, and an estimated
option life of approximately 1.2 years from the exercisability date.
(3) Mr. Jacobs is ineligible to receive stock options under the Company's stock
option plans.
(4) These options became exercisable with respect to 25% of the shares covered
thereby on Mr. Kelley's date of employment, April 24, 1997, and,
thereafter, are exercisable equally over a period of four years commencing
twelve months from such date of employment.
9
<PAGE>
Option Exercises
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the 1997 fiscal
year and unexercised options held as of the end of the 1997 fiscal year.
Aggregated Option Exercises in Last Fiscal Year
and Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options
1997 Fiscal at 1997 Fiscal
Year-End (#) Year-End ($)
----------------- ---------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- --------------------------- ----------------- -------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Henry D. Jacobs, Jr. (1) 0 0 0 0/0
Larry I. Kelley 0 0 75,000/225,000 0/0
Stephen A. Feldman 0 0 20,000/35,000 0/0
Ronald C. Swedin 0 0 38,900/26,850 0/0
Thomas M. Unrine 0 0 0 0/0
</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. Kelley, Feldman,
Nepa, Swedin and Zalitis, are parties to employment contracts with the Company.
Mr. Kelley's contract, which was entered into on March 26, 1997, is for a term
of six years, unless terminated earlier as provided for in the contract. Mr.
Kelley's contract provides that in the event of termination without "cause", he
shall receive up to one year's severance payments, plus up to an additional six
months of severance payments if unemployed at the end of such twelve month
period. This contract also provides for Mr. Kelley to become a member of the
Board upon execution of the contract. In the case of Messrs. Feldman, Nepa,
Swedin and Zalitis, such agreements provide for the continuation of base salary
for a period of six months after the date of involuntary termination of
employment without cause, with provisions for up to an additional six months if
other employment has not commenced.
In fiscal 1997, 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 fiscal 1997, the Company entered into a deferred compensation agreement
with Mr. Kelley providing, among other things, that so long as Mr. Kelley is
employed by the Company for a minimum of six years, he shall receive a
retirement sum payable over 120 consecutive monthly payments of $5,000
(including interest), beginning upon the date of retirement.
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 1997, Mr. Waters received payments aggregating $75,000
pursuant to the agreement.
10
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In June 1997, the Stock Option Committee was merged into the Compensation
Committee, and Mr. Waters, formerly a member of the Stock Option Committee, was
appointed a member of the Compensation Committee. Decisions on non-stock
compensation of the Company's executives generally are made by the four-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. The
Compensation Committee is providing the following 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 Compensation Committee believes 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 Compensation 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 Committee believes 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 fiscal 1996 and again for fiscal 1997.
This plan, as revised for fiscal 1997, provides for bonuses based upon (i)
individual and corporate performance; and (ii) corporate performance based on
earnings per share. These performance goals are set at the beginning of each
fiscal year and communicated to the participating members of the Company's
management.
During fiscal 1997, the Company did not achieve the minimum earnings per
share figure required for the award of bonuses to Executive Officers, and,
accordingly, no bonus awards were made to any Executive Officers, including Mr.
Kelley, with respect to performance during fiscal 1997. As noted below,
pursuant to the terms of his employment agreement with the Company, Mr. Kelley
did receive a guaranteed first year bonus.
Mr. Jacobs' 1997 Compensation
On March 6, 1997, the entire Board, upon the recommendation of the
Compensation Committee, approved an increase in Mr. Jacobs' annual base salary
to $390,000 for a six-month period following commencement
11
<PAGE>
of employment of a new Chief Executive Officer, with an incentive compensation
bonus of 30% of Mr. Jacob's actual compensation for the fiscal 1997 based on
the Company's Executive Bonus Plan. Mr. Jacobs retired as President and Chief
Executive Officer of the Company on April 24, 1997. Since the minimum threshold
for payout under such Executive Bonus Plan was not met in fiscal 1997, Mr.
Jacobs did not receive a bonus in fiscal 1997. In his capacity as Chairman of
the Board, Mr. Jacob's base salary is set at 50% of the $390,000 per annum rate
for a period of twelve months starting six months after Mr. Kelley's
commencement of employment with the Company. Mr. Jacobs has announced his
intention to step down as Chairman of the Board following the Annual Meeting,
and is not standing for reelection to the Board.
During fiscal 1997, 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, coupled with his 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.
Mr. Kelley's 1997 Compensation
The Compensation Committee's general approach in setting Mr. Kelley's
annual compensation under his employment agreement, dated March 26, 1997, was
to base a significant percentage of Mr. Kelley's 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. Kelley's total 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. Kelley of his having some
certainty in the level of his compensation through the base salary component.
Mr. Kelley's employment contract provides for a base salary of $400,000, with
an automatic increase to $450,000, effective twelve months after commencement
of employment. Consistent with tying a significant portion of total
compensation to performance criteria, Mr. Kelley shall receive up to 50% of his
base salary in bonuses each year that the Company's and his personal goals are
met under the Company's Executive Bonus Plan. As noted earlier, no executive
officer received a performance bonus under this plan in fiscal 1997 since the
minimum financial performance required for award of such bonuses was not met.
For fiscal 1998, in order for Mr. Kelley to receive his full bonus of 50%, the
Company would need to achieve a specified pre-tax earnings level and he would
have to meet his own personal goals, as established by the Board. As part of
long-term compensation, under this employment contract, Mr. Kelley also
received a grant of options to purchase 300,000 shares of Common Stock of the
Company, exercisable 25% on the date of employment and, thereafter exercisable
equally over a period of four years commencing twelve months from the date of
employment.
Compensation Committee
Laurie M. Shahon
Chairman
Charles D. Moseley, Jr.
James M. Shoemaker, Jr.
Raymond S. Waters
12
<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. Total stockholder returns for the
period ended January 31, 1997 include the Transition Period as well as fiscal
1996 and accordingly represent a 57- rather than 52-week period.. The stock
performance shown in the graph below is not necessarily indicative of future
price performance.
[GRAPHIC APPEARS HERE--PLOT POINTS BELOW]
<TABLE>
<CAPTION>
One Price Clothing Stores, Inc. Dow Jones Specialty Apparel Mkt Index Dow Jones Equity Market
------------------------------- ------------------------------------- -----------------------
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 123.68 91.78 109.95
12/30/94 62.17 86.11 110.76
12/29/95 23.68 97.12 152.49
1/31/97 25.66 117.16 199.26
1/30/98 15.3 191.82 253.38
</TABLE>
The Performance Graph assumes the investment of $100 on December 28, 1992,
and the reinvestment of any and all dividends.
13
<PAGE>
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the 1999 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, 1999, and must otherwise comply with the rules of the
Securities and Exchange Commission relating to stockholder proposals.
FINANCIAL INFORMATION
The Company's 1997 Annual Report to Stockholders (the "1997 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
May 1, 1998, who so requests in writing, a copy of the 1997 Annual Report or
the Company's 1997 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 1997 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 1998 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.
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 $3,500
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 28, 1998, to the date of the Annual Meeting.
The list also will be available during the meeting for inspection by
stockholders who are present.
14
<PAGE>
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.
/s/ Grant H. Gibson
______________________________
Grant H. Gibson
Secretary
Duncan, South Carolina
May 8, 1998
15
<PAGE>
ONE PRICE CLOTHING STORES, INC.
Annual Meeting, June 10, 1998
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 10, 1998 at 9:00 a.m., local time, and any adjournment of adjournments
thereof, and such stockholder(s) instructs said attorneys to vote, as specified
on the reverse.
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 8, 1998 and the Proxy Statement furnished therewith.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY 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 ANY COMMENTS?
_______________________________________ ____________________________________
_______________________________________ ____________________________________
_______________________________________ ____________________________________
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
-------------------------------
ONE PRICE CLOTHING STORES, INC.
-------------------------------
RECORD DATE SHARES:
-----------------------
Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------------------
- ----Stockholder sign here----------------------------Co-owner sign here-----
1. ELECTION OF DIRECTORS
For All With- For All
Nominees hold Except
Cynthia R. Cohen Malcolm L. Sherman
Warren Flick James M. Shoemaker, Jr. [ ] [ ] [ ]
Larry I. Kelly Leonard M. Snyder
Laurie M. Shahon Raymond S. Waters
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. OTHER
At their discretion upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
Mark box at right if an address change or comment has been noted on [ ]
the reverse side of this card.
