<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
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)(1) 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> 2
ONE PRICE CLOTHING STORES, INC.
1875 EAST MAIN STREET
HIGHWAY 290, COMMERCE PARK
DUNCAN, SOUTH CAROLINA 29334
May 5, 2000
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 7, 2000, 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 2000.
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,
Leonard M. Snyder
Leonard M. Snyder
Chairman of the Board
<PAGE> 3
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 7, 2000
---------------------
The annual meeting of stockholders (the "Annual Meeting") of One Price
Clothing Stores, Inc. (the "Company") will be held on Wednesday, June 7, 2000,
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 April 26, 2000, 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 26, 2000, will be entitled to vote at the Annual Meeting and any
adjournment 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
Grant H. Gibson
Secretary
Duncan, South Carolina
May 5, 2000
<PAGE> 4
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 7, 2000, at 9:00 a.m. local time. The approximate date of mailing this
Proxy Statement, the accompanying Notice of Annual Meeting and proxy card is May
5, 2000.
VOTING RIGHTS
Only stockholders of record at the close of business on April 26, 2000 are
entitled to receive notice of and to vote at the Annual Meeting. As of such
date, there were 10,499,091 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 26, 2000 will
be sent this Proxy Statement, the accompanying Notice of Annual Meeting and a
proxy card. Any proxy given pursuant to this 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 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) delivering to the Secretary of the Company, at or before the Annual Meeting,
an instrument revoking the proxy bearing a date later than the proxy; (ii)
delivering to the Secretary of the Company, at or before the Annual Meeting, a
duly executed proxy bearing a later date; or (iii) attending the Annual Meeting
and either 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 who are 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. Stockholders 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. On any other matters, broker non-votes are
not counted, but abstentions are counted as negative votes.
1
<PAGE> 5
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 26, 2000, 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>
PERCENTAGE OF
NAME AND ADDRESS AMOUNT AND NATURE TOTAL
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING SHARES
------------------- ----------------------- ------------------
<S> <C> <C>
Henry D. Jacobs, Jr. 1,573,200(1) 15.0%
320 Dale Drive
Spartanburg, SC 29307
FMR Corp. 886,000(2) 8.4%
82 Devonshire Street
Boston, MA 02109
Wellington Management Company, LLP 850,000(3) 8.1%
Wellington Trust Company, NA
75 State Street
Boston, MA 02109
Dimensional Fund Advisors, Inc. 679,797(4) 6.5%
1299 Ocean Avenue -- 11th Floor
Santa Monica, CA 90401
</TABLE>
- ---------------
(1) Mr. Jacobs is a founder of the Company and the former Chairman of the Board.
He retired as Chairman on June 10, 1998. The information regarding ownership
of shares was derived from the Schedule 13G filed by Mr. Jacobs with the SEC
on March 24, 2000. According to such Schedule 13G, 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 ownership of shares was derived from the Schedule
13G of FMR Corp. ("FMR") dated February 14, 2000. FMR's interest in such
shares is held through one of FMR's funds, the Fidelity Low-Priced Stock
Fund ("Fidelity"). According to the Schedule 13G, Fidelity's Board of
Trustees has sole voting power with respect to all of the indicated shares.
Each of Mr. Edward C. Johnson III, Fidelity and FMR, through control of
Fidelity, has sole power to dispose of the 886,000 shares owned by Fidelity.
Through ownership of common stock of FMR and a shareholder's agreement,
members of the Johnson family (including Ms. Abigail Johnson) may be deemed
to form a controlling group with respect to FMR.
(3) The information regarding ownership of shares was derived from the Schedule
13G of Wellington Management Company, LLP ("WMC") dated February 9, 2000 and
the Schedule 13G of Wellington Trust Company, NA ("WTC") dated February 9,
2000. These Schedules 13G state that the shares are owned, of record, by
clients of WMC and WTC. According to the Schedules 13G, neither WMC nor WTC
has sole voting power or sole dispositive power with respect to any of the
indicated shares but, in its capacity as investment advisor, WMC has shared
power to vote or direct the vote and to dispose of all the shares indicated,
which power is shared with WTC, its wholly-owned subsidiary, with respect to
675,000 shares.
(4) The information regarding beneficial ownership of shares was derived from
the Schedule 13G of Dimensional Fund Advisors, Inc. ("Dimensional") dated
February 4, 2000. According to the Schedule 13G, all such shares are held by
advisory clients of Dimensional, with respect to which Dimensional serves as
investment manager, and over which Dimensional, as investment manager or
advisor, possesses voting and/or investment power. Dimensional disclaims
beneficial ownership of such securities.
2
<PAGE> 6
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. Withheld votes and broker non-votes 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 April 26, 2000.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE OF
NATURE OF TOTAL
BENEFICIAL OUTSTANDING
NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR SINCE OWNERSHIP SHARES
- ------------ -------------------- -------------- ---------- -------------
<S> <C> <C> <C> <C>
Larry I. Kelley President and Chief 1997 268,750(2) 2.5%
57 Executive Officer of
the Company(1)
Renee M. Love Chairman of Omega Group March 6, 2000 6,250(4) (15)
54 Inc.(3)
Laurie M. Shahon President of Wilton 1994 35,000(6)(7) (15)
48 Capital Group(5)
Malcolm L. Sherman Chairman of Gordon 1993 32,500(6)(7) (15)
68 Brothers Advisory
Group(8)
James M. Shoemaker, Jr. Member of the law firm 1991 67,500(6)(7)(10) (15)
67 of Wyche, Burgess,
Freeman & Parham,
PA(9)
Leonard M. Snyder Chairman of the 1998 91,250(12) (15)
52 Board(11)
Robert J. Stevenish President and Chief Nominee None (15)
56 Executive Officer of
RU4.com(13)
Allan Tofias Consultant and 1999 10,000(7) (15)
70 Director(14)
</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.
3
<PAGE> 7
(2) The figure shown includes 243,750 shares subject to presently exercisable
stock options and 15,000 shares of Restricted Stock with risks of
forfeiture which expire November 30, 2002, three years from the date of
grant.
(3) Ms. Love serves as Chairman and Chief Executive Officer of Omega Group
Inc., a strategic consulting company, which she founded in 1980. She also
serves on the board of directors and as a member of the audit and finance
committees of Hannaford Bros. Co., a multi-regional food retailing company
with over $1 billion in annual sales.
(4) The figure shown includes an automatic grant of options to purchase 1,250
shares, effective March 6, 2000, under the Director Stock Option Plan, as
amended, which options will vest on June 6, 2000, provided Ms. Love remains
a Director at such date.
(5) Since January 1994, Ms. Shahon has served as President of Wilton Capital
Group, which makes principal investments in later stage venture capital
companies and medium-sized management buyouts. Ms. Shahon also serves as a
member of the board of directors of Homeland Stores, Incorporated, a chain
of supermarkets.
(6) The figure shown includes 20,000 shares subject to presently exercisable
stock options.
(7) The figure shown also includes a grant of options to purchase 5,000 shares
granted on June 9, 1999, which options will vest on June 6, 2000, provided
such Director remains a Director at such date.
(8) Mr. Sherman has served as chairman of the board of advisors of Gordon
Brothers, a jewelry and financial services corporation, since 1993. Mr.
Sherman has also 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 Active International, Inc. Mr. Sherman
served from 1996 to 1999 as the Chairman and Chief Executive Officer of
Ekco Group, Inc., a manufacturer and marketer of branded houseware
products. 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.
(9) Mr. Shoemaker has been a member of the law firm of Wyche, Burgess, Freeman
& Parham, P.A., the Company's principal outside counsel, since 1965. Mr.
Shoemaker also serves as a member of the board of directors of Palmetto
Bancshares, Inc., Ryan's Family Steak Houses, Inc. and Span-America Medical
Systems, Inc.
(10) 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.
(11) 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 a former
director. Mr. Snyder became a consultant to the Board on April 16, 1998,
and was appointed Chairman of the Board following his election as a
Director by the stockholders on June 10, 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 annual sales. Prior to his tenure at Lamonts, Mr. Snyder
held executive positions with Allied Stores. Mr. Snyder also serves as a
member of the board of directors of Henry's, a chain of photo and digital
camera stores in Canada, and of Paper Calmenson & Company, a diversified
steel company.
(12) The figure shown includes 75,000 shares subject to presently exercisable
stock options, and 10,000 shares of Restricted Stock. 5,000 shares of such
Restricted Stock will vest on June 6, 2000 provided Mr. Snyder remains a
Director at such date.
(13) Since January 18, 2000, Mr. Stevenish has been the President and Chief
Executive Office of RU4.com, an Internet company involved in the
development of a comprehensive platform designed to improve the online
shopping experience. From June 1997 to January 2000, Mr. Stevenish served
as the President and
4
<PAGE> 8
Chief Executive of FEDCO, a mutual benefit non-profit retail company. FEDCO
filed a plan of reorganization under Chapter 11 of the Bankruptcy Code on
July 9, 1999 and emerged from bankruptcy on December 16, 1999. From October
1995 to April 1997, Mr. Stevenish served as Executive Vice-President of
Montgomery Ward, where he was responsible for operations. From November
1993 to October 1995, Mr. Stevenish served as Senior Executive Vice
President and Chief Operating Officer of Hills Stores, where he also served
as a member of the board of directors. Prior to Hills, Mr. Stevenish spent
24 years with J.C. Penney, including six as Director of Specialty Retailing
where he was responsible for managing and directing the exploration of
growth opportunities for J.C. Penney. He is a member of the board of
directors of the International Mass Retail Association, a retail trade
organization.
(14) Mr. Tofias is a Certified Public Accountant. Since January 1998, his
principal occupation has been as a consultant. He is the founder of Tofias,
Fleishman, Shapiro & Co., P.C., one of the largest regional accounting
firms in the Northeast, where he was the managing shareholder from 1966 to
1995 and chairman of the board from 1995 to December 1997. Mr. Tofias
serves as a member of the board of directors and as chairman of the audit
committee of Rowe Companies, a public company listed on the New York Stock
Exchange which is engaged in the design and manufacture of furniture. Mr.
Tofias also serves as a trustee and chairman of the audit committee of
Gannett, Welch & Kotler Mutual Funds.
(15) Less than one percent (1%).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES SET FORTH IN PROXY ITEM 1
DIRECTORS' FEES
The Board pays directors' fees to all eligible directors. The current
guidelines provide for directors' fees of $20,000 per annum for all four
regularly scheduled meetings, plus $2,000 per day for any special meetings of
the Board beyond the four regularly scheduled meetings. In 1998 the guidelines
were clarified to expressly eliminate fees for phone meetings of the Board under
thirty minutes and to provide for a fee of $500 per phone meeting lasting over
thirty minutes. Each non-employee director, other than Leonard Snyder, receives
fees of $3,500 per annum for each committee on which such director serves, and
an additional $2,500 per annum for chairing a committee of the board of
directors. Committee fees are all-inclusive and are not based upon the number of
meetings held, whether in person or by telephone. Each eligible director
receives an annual grant of options with respect to 5,000 shares of Common
Stock. In addition to, or in lieu of such annual grant of options a Director
may, at the discretion of the Compensation Committee, receive a grant of
Restricted Stock, subject to the terms of the Director Stock Option Plan, as
amended. On April 30, 1997, April 30, 1998, and April 30, 1999, all eligible
directors received options with respect to 5,000 shares of Common Stock, with
exercise prices of $3.69, $2.78 and $3.88 per share, respectively, the fair
market values on the dates of such grants. Eligible directors elected by the
shareholders at the June 1999 Annual Meeting received options for an additional
5,000 shares of Common Stock under the amendment to the Director Stock Option
Plan, with an exercise price of $4.59, the fair market value on the date of such
grant.
MEETINGS AND COMMITTEES
During the 1999 fiscal year, the Board of Directors met seven times, four
times in person and three times 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. In 1999, the Board
of Directors adopted a formalized charter for the Audit Committee, designed to
codify its policies concerning the independence of members of this committee and
the procedures it is to follow. The current members of the Audit Committee are
Malcolm L. Sherman and Allan Tofias. It is anticipated that this
5
<PAGE> 9
committee will consist of three members of the Board following the Annual
Meeting. Mr. Tofias serves as Chairman of this committee. The Audit Committee
met five times during fiscal 1999, four times by telephone and one time in
person.
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 and to authorize the grant of options
and/or Restricted Stock to eligible individuals pursuant to the Company's 1991
Stock Option Plan and the Director Stock Option Plan. Currently the members of
the Compensation Committee are Laurie M. Shahon and James M. Shoemaker, Jr. Ms.
Shahon serves as Chairman of this committee. The Compensation Committee met six
times in fiscal 1999, four times by telephone and two times in person.
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. Currently the members of the Board of Governance
Committee are James M. Shoemaker, Jr., Laurie M. Shahon and Malcolm L. Sherman.
Mr. Sherman serves as Chairman of this committee. The Board of Governance
Committee met four times in fiscal 1999, two times by telephone and two times in
person.
The Board of Directors does not have a nominating committee. The Board of
Governance Committee performs that function.
COMPENSATION COMMITTEE INTERLOCKS AND INTERESTED PARTY TRANSACTIONS
The following directors served on the Compensation Committee of the Board
during fiscal 1999: Warren Flick, Laurie M. Shahon and James M. Shoemaker, Jr.
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. Mr. Flick ceased to be a member of the
Committee upon his resignation from the Board, which was effective February 29,
2000.
On April 16, 1998, Mr. Snyder was appointed to the Board and entered into
an agreement with the Company to serve initially as a consultant to the Board,
with compensation for such consulting position set at $130,000 per annum.
Pursuant to this agreement, and following his election to the Board by the
stockholders, his consultancy ended and the Board appointed him Non-Executive
Chairman, with annual compensation for all Board-related activities of $150,000,
together with a bonus based upon pre-tax earnings of the Company. A special
bonus of $15,000 and 5,000 shares of Restricted Stock was approved by the Board
of Directors, on the recommendation of the Compensation Committee, and paid to
Mr. Snyder for his role in enhancing the operating results of the Company in
1999. As an inducement to entering into his agreement with the Company, Mr.
Snyder 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 of
the high and low prices 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 of the grant, April 16, 1999, and the remaining one-third
on the second anniversary of the initial grant date, April 16, 2000, subject to
certain conditions. In December 1998, Mr. Snyder's agreement with the Company
was amended to provide for an extension of severance benefits upon the
occurrence of a "Change of Control" coupled with a "Trigger Event," as such
terms are defined in such agreement. Basically, this amendment would extend such
severance from a period of 12 months to 24 months. In addition, should a change
of control occur, all of Mr. Snyder's options not yet vested would vest
immediately and the risk of forfeiture under his Restricted Stock grants would
expire. In 1999 Mr. Snyder's agreement was further amended to permit him to
participate in the Company's Director Stock Option Plan. In March 2000, the
Compensation Committee of the Board approved an amendment to the bonus provision
of Mr. Snyder's agreement to permit him to participate in a five-tier bonus plan
similar to the Company's Executive Bonus Plan.
At the time of his initial employment, in April 1999, Mr. H. Dane Reynolds,
the Company's Senior Vice-President and Chief Financial Officer, received a loan
from the Company in the amount of $70,000. Repayment of such loan, which bore
interest at the rate of 8% per annum, was extended by amendment to May 1, 2000
and the Company has received payment in full of principal and accrued interest
as of such date.
6
<PAGE> 10
EXECUTIVE OFFICERS OF THE COMPANY
The table below lists the Company's current executive officers and
describes their business experience. H. Dane Reynolds first became an executive
officer of the Company in April 1999.
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH THE COMPANY
- ------------ -------------------------
<S> <C>
Larry I. Kelley President and Chief Executive Officer (1)
57
A. J. Nepa Senior Vice President -- Merchandising (2)
49
H. Dane Reynolds Senior Vice President and Chief Financial Officer (3)
49
Ronald C. Swedin Senior Vice President -- Store Operations (4)
54
</TABLE>
- ---------------
(1) See information under "Election of Directors".
(2) 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.
(3) Mr. Reynolds joined the Company on April 12, 1999. Prior to joining the
Company, Mr. Reynolds was employed at Rack Room Shoes, a retail chain with
approximately 340 shoe stores and $400 million in annual sales, where he
served as Senior Vice President from September 1984 to the end of January
1999, with responsibility for Finance, Information Systems, Human Resources,
Real Estate, Distribution and Logistics.
(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.
7
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of April 26, 2000, regarding
stock ownership by the Chief Executive Officer, and each other executive officer
required to be disclosed in the "Summary Compensation" table of this Proxy
Statement ("Named Executive Officers") and all current directors and executive
officers of the Company, as a group:
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE TOTAL
OF BENEFICIAL OUTSTANDING
NAME PRINCIPAL OCCUPATION OWNERSHIP SHARES(1)
- ---- -------------------- ----------------- -------------
<S> <C> <C> <C>
Larry I. Kelley President and Chief Executive 268,750(2) 2.5%
Officer
H. Dane Reynolds Senior Vice President and Chief 10,000(3) (7)
Financial Officer
A. J. Nepa Senior Vice President -- 28,300(3) (7)
Merchandising
Ronald C. Swedin Senior Vice President -- Store 65,934(4) (7)
Operations
George V. Zalitis(5) Senior Vice President -- Planning, 0 (7)
Allocation & Distribution
All directors and executive 615,484(6) 5.6%
officers as a group (12 persons)
</TABLE>
- ---------------
(1) Pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act
of 1934, as amended, percentages have been computed on the assumption that
shares of Common Stock that can be acquired within 60 days of the record
date of April 26, 2000 upon the exercise of options or the lapse of the
risks of forfeiture under grants of Restricted Stock by a given person are
outstanding, but no other shares similarly subject to acquisition by other
persons are outstanding.
(2) The figure shown includes 243,750 shares subject to stock options presently
exercisable, and 15,000 shares of Restricted Stock granted November 30, 1999
for which he has voting power but no right to disposition until the lapse of
certain risks of forfeiture which occurs three years from the date of grant.
(3) The figure shown represents shares subject to stock options presently
exercisable.
(4) The figure includes 60,434 shares subject to stock options presently
exercisable.
(5) Mr. Zalitis resigned from the Company on January 5, 2000.
(6) This figure includes 498,734 shares of Common Stock subject to stock options
presently exercisable, including 20,000 shares granted pursuant to stock
options awarded Directors on June 8, 1999, which vest on June 6, 2000
subject to certain conditions.
(7) 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.
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation during fiscal years 1999,
1998 and 1997 of each of the Company's Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
AWARDS
ANNUAL COMPENSATION -----------------------
-------------------------------- RESTRICTED
OTHER ANNUAL STOCK SECURITIES ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION AWARDS UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(3) OPTIONS(#) ($)(4)
------------------ ------ ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry I. Kelley 1999 450,000 168,750 0 40,785 15,000 7,152
President & CEO 1998 440,000 276,000 0 0 0 183,401
1997 310,769 150,000 14,815 0 300,000 54,501
A.J. Nepa (5) 1999 250,000 66,000 0 0 7,500 11,059
Senior Vice President-- 1998 215,000 103,630 0 0 30,300 10,861
Merchandising
H. Dane Reynolds (6) 1999 193,846 75,275 8,596 0 40,000 2,700
Senior Vice President & CFO
Ronald C. Swedin 1999 236,000 60,650 0 0 7,500 10,340
Senior Vice President-- 1998 236,000 98,604 0 0 5,000 13,247
Store Operations 1997 233,885 0 0 0 0 8,541
George V. Zalitis (7) 1999 195,060 42,840 0 0 10,000 14,067
Senior Vice President-- 1998 197,923 81,850 0 0 15,000 10,711
Distribution, Planning &
Allocation
</TABLE>
- ---------------
(1) The amounts shown for fiscal 1999 were paid pursuant to the Company's
Executive Bonus Plan and reflect the fact that in 1999 the Company met 75%
of the maximum bonus target (see "Compensation Policies Toward Executive
Officers"). The bonus shown for Mr. Kelley in 1997 was made pursuant to his
Employment Contract. Of such amount, $50,000 was received by Mr. Kelley on
February 2, 1998, two days after the end of the fiscal year.
(2) The amounts shown in this column were paid for reimbursement of taxes and/or
relocation expenses. 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 1999, 1998 or 1997.
(3) Mr. Kelley received a grant of 15,000 shares of Restricted Stock on November
30, 1999 which will vest in three years provided Mr. Kelley continues his
employment with the Company. If dividends are paid on the Company's Common
Stock, Mr. Kelley will be entitled to receive dividends as the owner of such
Restricted Stock. The value of the 15,000 shares of Restricted Stock, which
constitutes the aggregate holdings of Restricted Stock held by Mr. Kelley at
the end of the last completed fiscal year, was $46,875 at that date.
(4) "All Other Compensation" for 1999 includes the following: (i) contributions
of $2,077, $5,000, $5,000 and $5,000 to the Company's 401(k) Plan on behalf
of Messrs. Kelley, Nepa, Swedin and Zalitis, respectively, to match 1999
pre-tax elective deferral contributions (included under "Salary") made by
each to such plan; (ii) premium payments of $1,037, $630, $302, $1,020, and
$462 for the benefit of Messrs. Kelley, Nepa, Reynolds, Swedin and Zalitis,
respectively, in order to continue a level of life insurance coverage not
otherwise available under the Company's standard life insurance plan; (iii)
premium payments of $538, $1,929, $906, $2,935, and $1,386 for the benefit
of Messrs. Kelley, Nepa, Reynolds, Swedin and Zalitis, respectively, in
order to continue a level of disability coverage not otherwise available
under the Company's standard disability plan; and (iv) medical
reimbursements in
9
<PAGE> 13
the amounts of $3,500, $3,500, $1,492, $1,385 and $1,835 to each of Messrs.
Kelley, Nepa, Reynolds, Swedin and Zalitis, respectively, and, (v) in the
case of Mr. Zalitis, payment of $5,384 following his resignation on January
5, 2000.
(5) Mr. Nepa joined the Company in November 1997.
(6) Mr. Reynolds joined the Company in April 1999.
(7) Mr. Zalitis became an executive officer in April 1998 and resigned on
January 5, 2000.
STOCK OPTIONS
The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during 1999.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED TO EXERCISE PRESENT
OPTIONS EMPLOYEES PRICE EXPIRATION VALUE
NAME GRANTED(#) IN 1999 ($/SH) DATE(1) ($)(2)
- ---- ---------- ------------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Larry I. Kelley 15,000 6.0% 2.72 11/30/09 21,750
H. Dane Reynolds 40,000 16.0% 4.47 4/12/09 90,413
A. J. Nepa 7,500 3.0% 4.38 8/18/09 17,499
Ronald C. Swedin 2,500 3.0% 3.94 5/6/09 4,218
5,000 4.38 8/18/09 11,665
George V. Zalitis 2,500 4.0% 3.94 Expired 4,218
7,500 4.38 Expired 17,699
</TABLE>
- ---------------
(1) The option plan(s) pursuant to which the options were granted and/or stock
option agreements provide for earlier expiration dates under certain
conditions.
(2) The grant date present value was calculated using the Black-Scholes option
pricing model assuming an expected volatility of 65%, a risk-free rate of
return of approximately 5.2%, a dividend yield of 0%, and an estimated
option life of approximately 1.1 years from the date first exercisable.
10
<PAGE> 14
OPTION EXERCISES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the 1999 fiscal
year and unexercised options held as of the end of the 1999 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 1999 AT 1999 FISCAL
FISCAL YEAR-END(#) YEAR-END($)
SHARES ACQUIRED VALUE ---------------------- --------------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Larry I. Kelley 0 0 187,500/127,500 0/6,794
H. Dane Reynolds 0 0 0/40,000 0/0
A. J. Nepa 0 0 18,300/39,500 9,719/18,251
Ronald C. Swedin 0 0 56,242/22,008 6,287/5,823
George V. Zalitis (1) 0 0 47,375/24,375 3,672/7,344
</TABLE>
- ---------------
(1) Mr. Zalitis resigned on January 5, 2000. His options expired on April 5,
2000.
EMPLOYMENT CONTRACTS AND DEFERRED COMPENSATION ARRANGEMENTS
All executive officers of the Company 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," as defined in the contract, he shall receive severance payments
equal to his then current monthly salary for a period of one year, plus up to an
additional six months of severance payments if unemployed at the end of such
twelve month period. This contract provided for Mr. Kelley to become a member of
the Board upon execution of the contract. The Board approved an amendment to Mr.
Kelley's contract in March 2000 to increase his bonus at the full payout level
from a maximum of 50% to a maximum of 60% of base salary (subject to corporate
and personal performance goals being met) and to increase his base compensation,
effective with the pay period beginning April 23, 2000, from $450,000 per annum
to $480,000 per annum. The Company entered into an employment agreement with Mr.
Reynolds on April 12, 1999, which provides for a minimum term of two years, a
minimum bonus of $30,000 for fiscal 1999 and, as an inducement for Mr. Reynolds
to join the Company, a grant of 40,000 stock options. Mr. Nepa's contract
provides for a term of four years. The employment contracts of Messrs. Nepa,
Reynolds and Swedin 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 of severance payments
if other employment has not commenced. Mr. Zalitis has an agreement with the
Company which provides for salary continuation until he obtains other
employment, but in no event longer than nine months from his resignation on
January 5, 2000. In December 1998, the Board of Directors, upon the unanimous
recommendation of the Compensation Committee, approved amendments to the
contracts of each executive officer. Basically, such amendments provide that, in
the event of a "Change of Control" followed by an "Employment Event," as such
terms are defined in such contracts, severance payments are extended as follows:
(i) in the case of Mr. Kelley such severance payments would be extended from a
maximum, absent such events, of 18 months to 36 months, (ii) in the cases of
Messrs. Nepa and Reynolds, from a maximum, absent such events, of 12 months to
18 months, and (iii) in the case of Mr. Swedin, from a maximum, absent such
events, of 12 months to 15 months. In addition, should a "Change of Control"
occur, all stock options granted to such individuals and not yet expired as of
the date of such "change in control" become immediately exercisable, and any
restrictions on Restricted Stock lapse.
In fiscal 1997, the Company entered into a deferred compensation agreement
with Mr. Jacobs, the former Chairman of the Board and a founder of the Company,
in consideration for his past service to the Company.
11
<PAGE> 15
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 non-competition provisions.
In fiscal 1997, the Company entered into a deferred compensation agreement
with Mr. Kelley providing, among other things, that if Mr. Kelley is employed by
the Company for a minimum of six years, he shall receive a retirement sum
payable in 120 consecutive monthly payments of $5,000 (including interest),
beginning upon the date of retirement. For each year that Mr. Kelley remains
employed by the Company beyond the initial six year period, his retirement sum
shall be increased by $100,000 and the aggregate retirement sum due Mr. Kelley,
in such case, shall be payable over ten years in equal monthly installments. Mr.
Kelley's contract was amended in fiscal 1998 to provide for immediate vesting of
all deferred payments should a "Change of Control" occur, coupled with an
"Employment Event," as each term is defined in his contract.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally are made by
the Compensation Committee of the Board. Each member of the Compensation
Committee is a non-employee director. All decisions by the Compensation
Committee relating to the compensation of the Company's executive officers are
reviewed by the full Board. 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,
recognize individual initiative and achievements, and 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 at 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. Upon the
recommendation of current management of the Company, the Compensation Committee
reviewed the historical base for the award of grants and broadened the base of
key employees eligible to receive grants under the Plan. Accordingly, the
Compensation Committee grants options to most members of the Company's
management and provides compensation packages based in part upon personal and
earnings goals.
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
per annum. The Compensation Committee intends to administer the Company's
executive compensation programs in such a way that compensation for executive
officers generally will be fully deductible under the Internal Revenue Code of
1986, as amended, including submitting plans for stockholder approval where
necessary and determining compensation on an objective basis. However, in order
to maintain flexibility to attract and retain qualified executives, the
Compensation Committee may allow for non-deductible compensation.
EXECUTIVE OFFICER COMPENSATION
The incentive compensation plan for 1999 provided for bonuses based upon
individual performance, coupled with corporate performance tied to pre-tax
income. In general, the approach has been to tie the percentage of bonus
attributable to corporate performance to each individual's level of
responsibility and
12
<PAGE> 16
potential impact on such corporate performance. A five-tier bonus structure was
adopted for 1999, with a minimum of $6,750,000 in pre-tax corporate earnings
required before any bonus could be earned by an executive officer. The
Compensation Committee set a threshold of $8,750,000 in pre-tax earnings for
100% maximum bonuses to be paid. Based upon actual pre-tax income earned in
fiscal 1999, the Company met 75% of the corporate performance component for
maximum bonuses in 1999. Accordingly, with respect to the component tied to
corporate performance, bonus awards were made at a 75% level to each of the
Named Executive Officers, including Mr. Kelley, during 1999. Mr. Reynolds'
employment contract provided for a minimum bonus of $30,000. Performance goals
are set at the beginning of each fiscal year and communicated to the
participating members of the Company's management.
MR. KELLEY'S 1999 COMPENSATION
The Compensation Committee's general approach in setting Mr. Kelley's
annual compensation under his employment agreement is 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 Mr. Kelley 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. Pursuant to Mr. Kelley's employment contract, his base
salary for 1999 was $450,000. Consistent with tying a significant portion of
total compensation to performance criteria, prior to its recent amendment Mr.
Kelley's contract provided that he would receive up to 50% of his base salary in
bonuses for each year that the Company's performance and his personal goals were
fully met under the Company's Executive Bonus Plan, with the possibility of an
additional bonus if the Company exceeded its maximum target and his personal
goals were fully met. As noted earlier, the Company's performance met 75% of the
performance criteria for payout of maximum bonuses in 1999. Based upon a review
by the Compensation Committee, with input from the Chairman, Mr. Kelley was
deemed to have met his personal goals and, accordingly, he received 75% of his
maximum bonus for 1999. For fiscal 2000, in order for Mr. Kelley to receive his
full bonus, the Company will need to achieve specified pre-tax earnings and he
will need to fully meet his personal goals, as established by the Board.
COMPENSATION COMMITTEE
Laurie M. Shahon, Chairman
James M. Shoemaker, Jr.
13
<PAGE> 17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG ONE PRICE CLOTHING STORES, INC., DOW JONES EQUITY MARKET INDEX, RUSSELL
2000 INDEX
DOW JONES SPECIALTY APPAREL RETAILER INDEX AND NASDAQ RETAIL STOCK INDEX
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with cumulative total
returns of (a) two broad equity market indices -- the Dow Jones Equity Market
Index and the Russell 2000 Index and (b) two industry indices -- the Dow Jones
Specialty Apparel Retailer Index and the NASDAQ Retail Trade Stock Index.
Beginning with the Company's 2001 proxy statement, the Company's performance
graph will utilize the Russell 2000 Index in lieu of the Dow Jones Equity Market
Index and will utilize the NASDAQ Retail Trade Stock Index in lieu of the Dow
Jones Specialty Apparel Retailer Index. The Company believes that these new
indices provide better comparisons to the Company because they better reflect
the Company's market capitalization and industry trading peers. Total
stockholder returns for 1996 include a transition period from December 31, 1995
to February 3, 1996 arising from a change by the Company in March 1996 in its
fiscal year, and accordingly represent a 57 rather than a 52-week period. The
stock performance shown in the graph below is not necessarily indicative of
future performance.
<TABLE>
<CAPTION>
ONE
PRICE DJRETAIL DJEQUITY NASDAQ RUSSELL
----- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
12/30/94 100.000 100.000 100.000 100.000 100.000
12/29/95 38.095 112.791 137.674 110.145 127.450
1/31/97 44.444 136.062 179.891 134.102 151.439
1/30/98 24.610 222.778 228.751 156.473 178.807
1/29/99 71.429 413.074 303.723 191.321 179.403
1/28/00 39.683 373.811 326.919 159.611 214.685
</TABLE>
The Performance Graph assumes the investment of $100 on December 30, 1994, and
the reinvestment of any and all dividends.
14
<PAGE> 18
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the 2001 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 6, 2001, and must otherwise comply with the rules of the Securities and
Exchange Commission relating to stockholder proposals.
Pursuant to the Company's By-Laws, stockholders wishing to submit a
proposal for action at the Company's 2001 annual meeting of stockholders, but
who do not wish the proposal included in the Company's proxy materials relating
thereto, or who miss the deadline for inclusion in the Company's proxy
materials, must provide a written copy of the proposal to the Company at its
principal executive offices (at the address specified below) not later than 45
days prior to the 2001 annual meeting of stockholders (which meeting is
currently scheduled for June 6, 2001). All proposals submitted after this
deadline will be considered untimely. The Company will provide a copy of its
By-Laws free of charge at the request of any stockholder. 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.
FINANCIAL INFORMATION
The Company's 1999 Annual Report to Stockholders (the "1999 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 26, 2000, who so requests in writing, a copy of the 1999 Annual Report or
the Company's 1999 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 1999
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, LLP as independent auditors for the Company's 2000 fiscal year.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting of stockholders 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 Forms 5 were required, the Company believes
that all of its executive officers, directors and persons who may have been
deemed to be greater than 10% stockholders during the year have timely made all
filings required to be made under Section 16(a) of the Securities Exchange Act
of 1934, as amended, except for Mr. Snyder, who was late in filing one requisite
Form 4.
GENERAL
Management does not know of any other matters to be presented at the Annual
Meeting for action by stockholders. If, however, any other matters requiring a
vote of the stockholders are 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
15
<PAGE> 19
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 $4,000,
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 29334, for inspection by stockholders
during regular business hours from May 8, 2000 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
Grant H. Gibson
Secretary
Duncan, South Carolina
May 5, 2000
16
<PAGE> 20
PROXY
ONE PRICE CLOTHING STORES, INC.
ANNUAL MEETING, JUNE 7, 2000
The undersigned stockholder of One Price Clothing Stores, Inc. (the
"Company"), a Delaware corporation, hereby constitutes and appoints Leonard M.
Snyder and Grant H. Gibson, and each of them, attorneys and proxies on behalf of
the undersigned to act and vote at the annual meeting of stockholders to be held
at the Greenville-Spartanburg Airport Marriott Hotel, I-85 and Pelham Road,
Greenville, South Carolina, on June 7, 2000 at 9:00 a.m. local time, and any
adjournment thereof, and the undersigned instructs said attorneys to vote:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
THE COMPANY RECOMMENDS VOTING FOR ALL NOMINEES LISTED BELOW
[ ] FOR all nominees listed below (except as marked to [ ] WITHHOLD AUTHORITY to vote for all nominees listed
the contrary below) below
</TABLE>
Larry I. Kelley, Leonard M. Snyder, Renee M. Love,
Laurie M. Shahon, Malcolm L. Sherman, James M. Shoemaker, Jr.,
Robert J. Stevenish and Allan Tofias
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. At their discretion upon such other matters as may properly come before the
meeting or any adjournment thereof.
Either of said attorneys and proxies who shall be present and acting as such at
the meeting or any adjournment or adjournments thereof (or, if only one such
attorney and proxy may be present and acting, then that one) shall have and may
exercise all the powers hereby conferred.
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
(over)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ONE PRICE
CLOTHING STORES, INC. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE OF THIS PROXY
AND, 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, 2000.
Dated this day of , 2000
--- --------
------------------------------------
(Signature)
NOTE: SIGNATURE(S) SHOULD AGREE WITH
NAME(S) AS PRINTED ON STOCK
CERTIFICATE. EXECUTORS,
ADMINISTRATORS, TRUSTEES AND OTHER
FIDUCIARIES SHOULD SO INDICATE WHEN
SIGNING. IF A CORPORATION PLEASE
SIGN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. WHEN SHARES ARE HELD
JOINTLY, BOTH SHOULD SIGN. IF A
PARTNERSHIP, PLEASE SIGN THE NAME BY
AUTHORIZED PERSON.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY. THANK YOU.
