<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Jan Bell Marketing, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and 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
JAN BELL MARKETING, INC.
[LOGO]
13801 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 12, 1994
---------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Jan Bell Marketing, Inc., a Delaware
corporation, will be held on Friday, August 12, 1994 at 10:00 a.m., local time
at the Bonaventure Resort, 250 Racquet Club Road, Fort Lauderdale, Florida.
(1) To elect seven directors to serve for terms as specified herein or
until their successor(s) are elected;
(2) To ratify the appointment of Deloitte & Touche as independent
accountants of the Company for the fiscal year ending January 29, 1995; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on July 5, 1994 are
entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
Sincerely,
/s/ Alan Lipton
------------------------------
Isaac Arguetty and Alan Lipton
Co-Chairmen of the Board
Sunrise, Florida
July 18, 1994
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 3
JAN BELL MARKETING, INC.
---------------------
PROXY STATEMENT
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Jan Bell
Marketing, Inc. (the "Company") for use at the Annual Meeting of Shareholders to
be held Friday, August 12, 1994 at 10:00 a.m. local time, or at any adjournment
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at the
Bonaventure Resort, 250 Racquet Club Road, Fort Lauderdale, Florida.
These proxy solicitation materials were mailed on or about July 20, 1994.
Although the Annual Report is being mailed with the proxy materials, the Annual
Report should not be deemed to be part of this Proxy Statement.
The Company's corporate offices are located at 13801 Northwest 14th Street,
Sunrise, Florida, and its phone number at such address is (305) 846-8000.
RECORD DATE AND SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shareholders of record at the close of business July 5, 1994 are entitled
to notice of and to vote at the meeting. At the record date, 25,852,238 shares
of the Company's voting common stock were issued and outstanding.
A list of stockholders entitled to vote at the meeting will be available at
the Company's corporate offices on August 12, 1994 and for ten days prior to the
meeting between the hours of 9:00 a.m. and 5:00 p.m.
As of June 24, 1994, the following table sets forth the beneficial
ownership of voting common stock of the Company by each continuing director and
director nominee, by all directors and executive officers as a group and by all
persons known by the Company to be the beneficial owners of more than 5% of the
voting common stock:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
--------------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS(1)(2) SHARES OUTSTANDING(1)
--------------------------------------------------------- --------- --------------
<S> <C> <C>
Alan H. Lipton........................................... 1,497,339 5.8%
Janice L. Lipton......................................... 400,000 1.5%
Isaac Arguetty(3)........................................ 0
Joseph Pennacchio........................................ 5,325
Peter J. Hayes(4)........................................ 30,000
Chaim Edelstein.......................................... 2,000
Dean Groussman........................................... 30,000
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
--------------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS(1)(2) SHARES OUTSTANDING(1)
--------------------------------------------------------- --------- --------------
<S> <C> <C>
Richard S. Banick(5)..................................... 16,000
Eliahu Ben Shmuel(6)..................................... 1,430,750 5.5%
Rosemary B. Trudeau(7)................................... 18,334
John W. Burden........................................... 5,000
Sidney J. Feltenstein.................................... 0
Marbella Resources, Ltd(8)............................... 1,635,588 6.3%
Tropical Isle Building
Wickhams Cay, Road Town
Tortola, British Virgin Islands
SunTrust Banks, Inc.(9).................................. 2,918,965 11.3%
25 Park Place, Northeast
Atlanta, Georgia 30303
All executive officers and directors as a
group (13 persons) (10)................................ 3,569,423 13.8%
</TABLE>
- ---------------
(1) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his or her name and percentages less than
one percent are omitted.
(2) Unless otherwise noted, address of beneficial owners of more than five
percent of the common stock: c/o Jan Bell Marketing, Inc., 13801 Northwest
14th Street, Sunrise, Florida 33323.
(3) Does not include shares of common stock registered in the name of Marbella
Resources Limited, wholly owned by the Amid Trust, of which Mr. Arguetty is
a beneficiary, but with respect to which he has no voting or dispositive
power. See footnote (8) below.
(4) Includes currently exercisable options to purchase 30,000 shares.
(5) Includes currently exercisable options to purchase 15,000 shares.
(6) Includes currently exercisable options to purchase 10,000 shares and
146,800 shares held in the Ben Shmuel 1992 Charitable Unitrust.
(7) Includes currently exercisable options to purchase 18,334 shares.
(8) Marbella Resources Limited reports that as of May 31, 1994 it owned
1,635,588 shares.
(9) SunTrust Banks, Inc. filed a Schedule 13F, dated March 31, 1994, in various
fiduciary and agency capacities reporting 2,918,965 shares beneficially
owned.
(10) Includes 170,001 shares issuable upon the exercise of currently exercisable
stock options for all executive officers and directors. Also includes the
shares owned by Mrs. Lipton.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is used by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
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<PAGE> 5
VOTING AND SOLICITATION
If a proxy in the form distributed by the Company is properly executed and
returned to the Company, the shares represented by that proxy will be voted at
the Annual Meeting. Where a stockholder specifies a choice, the proxy will be
voted as specified. If no choice is specified, the shares represented by the
proxy will be voted for the election of all nominees and for the appointment of
the independent accountants.
Each share has one vote on each matter properly submitted for a vote at the
meeting. A majority of the outstanding shares will constitute a quorum at the
meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence of a quorum. The nominees receiving the most support
for the number of positions to be filled are elected directors. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
The cost of this solicitation will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of security holders of the Company which are intended to be
presented by such shareholders at the Company's 1995 Annual Meeting must be
received by the Company no later than January 9, 1995 in order that they may be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting. Additionally, if a stockholder wishes to present to the Company an
item for consideration as an agenda item for a meeting, he or she must give
timely notice to the Secretary and give a brief description of the business
desired to be discussed. To be timely for the 1994 Annual Meeting, such notice
must be delivered to or mailed to and received by the Company no later than 5:00
p.m. local time on July 25, 1994.
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors currently consists of eleven members and is
classified into three classes with each class holding office for a three year
period. The terms of continuing directors Messrs. Arguetty, Edelstein,
Groussman, Hayes and Pennacchio expire in 1994; the terms of Ms. Trudeau and Mr.
Ben Shmuel expire in 1995; and the terms of Messrs. Lipton and Banick expire in
1996. Under the Bylaws, the number of directors may be increased to thirteen.
The Certificate of Incorporation restricts the removal of directors under
certain circumstances.
Five present directors (Messrs. Arguetty, Edelstein, Groussman, Hayes and
Pennacchio) are to be re-elected at the meeting as well as the election of two
new directors (Messrs. Burden and Feltenstein). In order to evenly distribute
the directors into the three classes, the directors will be elected to terms
expiring as follows: Messrs. Arguetty, Hayes, Pennacchio and Edelstein will
continue until the third annual meeting of shareholders after election or until
his successor has been elected and qualified; Messrs. Burden and Groussman will
continue until the second annual meeting of shareholders after election or until
his successor has been elected and qualified; and Mr. Feltenstein will continue
until the first annual meeting of shareholders after election or until his
successor has been elected and qualified. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for each of the foregoing persons
as the Company's nominees. If any nominee of the Company is unable or declines
to serve as a director at the time of the Annual Meeting,
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<PAGE> 6
the proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as a director.
Any shareholder entitled to vote for the election of directors at a meeting
may nominate persons for election as directors only if written notice of such
shareholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid to Corporate Secretary, Jan
Bell Marketing, Inc., 13801 Northwest 14th Street, Sunrise, Florida 33323, not
later than: (i) with respect to the election to be held at an annual meeting of
shareholders, 30 days in advance of such meeting, and, (ii) with respect to any
election to be held at a special meeting of shareholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to shareholders. Each such notice must set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (b) a representation
that such shareholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice, (c) a
description of all arrangements or understandings between such shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
shareholder, (d) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission if
such nominee had been nominated or intended to be nominated by the Board of
Directors, and (e) the consent of each nominee to serve as a director if
elected. The chairman of a shareholder meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
INFORMATION REGARDING DIRECTORS
The names of the continuing directors and director nominees and certain
information about them are set forth below.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ---------------------------- --- ------------------------------------------------- --------
<S> <C> <C> <C>
Isaac Arguetty 48 Co-Chairman of the Board and Director of Delheim 1994
and Worchester PLC
Alan H. Lipton 43 Co-Chairman of the Board and 1983
Senior Advisor to the Board
Joseph Pennacchio 47 Director, Chief Executive Officer and 1994
Chief Merchandising Officer
Peter J. Hayes 51 Director, President and Chief Operating Officer 1994
Eliahu Ben Shmuel 51 Director and Senior Advisor to the Board 1993
Rosemary B. Trudeau 46 Director and Senior Vice President of Investor 1987
Relations
Chaim Edelstein 51 Director and Retail Consultant 1994
Dean Groussman 55 Director and Chief Executive Officer and 1994
President of Groussman and Associates
Richard S. Banick 62 Director and Partner of Fowler, White, Barnett, 1991
Hurley, Banick & Strickroot, P.A.
John W. Burden 57 Partner in Retail Options, Inc.
Sidney J. Feltenstein 53 President of Sidney J. Feltenstein Associates
</TABLE>
4
<PAGE> 7
ISAAC ARGUETTY
Mr. Arguetty was a co-founder, the Executive Vice President and a Director
of the Company and its predecessors from 1983 until December 1990, Chairman of
the Board of Directors from July 1987 to January 1990, and Co-Chairman of the
Board of Directors from January 1990 until December 1990. From 1991 through the
present, Mr. Arguetty has been a Director with Delheim and Worchester PLC, a
U.K. based international finance company. In May 1994, he rejoined the Company
as Co-Chairman of the Board.
ALAN H. LIPTON
Mr. Lipton has been a Director of the Company and its predecessors since
1983, the President from 1983 to January 1990 and from August 1991 to April
1994, and the Chief Executive Officer from July 1987 until May 1994, Co-Chairman
of the Board and Co-Chief Executive Officer from May 1994 through July 1994, and
Co-Chairman and Senior Advisor to the Board since July 1994.
JOSEPH PENNACCHIO
Prior to joining the Company in May 1994, Mr. Pennacchio was most recently
President of Jordan Marsh Department Stores. He started with Federated
Department Stores in January 1988 as Senior Vice President of Merchandising for
the Abraham & Straus Division in Brooklyn, New York. He was subsequently
promoted to Group Senior Vice President of Merchandising responsible for Home,
Men's, Kids, Intimate Apparel and Cosmetics in February 1990. He assumed his
position as President of Jordan Marsh in March 1992. Prior to joining Federated,
Mr. Pennacchio spent eight years with Macy's of New York in various
merchandising positions, the last one being that of Merchandise Vice President.
PETER J. HAYES
Mr. Hayes was appointed Director, President and Chief Operating Officer in
April 1994. Prior to joining Jan Bell, Mr. Hayes served as President and Chief
Operating Officer of Family Dollar Stores since February 1991. From 1988 through
January 1991, Mr. Hayes was the President and Chief Operating Officer of Child
World, a company which filed for bankruptcy in May 1992. Prior to joining Child
World in 1988, Mr. Hayes was Chairman and Chief Executive Officer of Gold
Circle, Inc., a chain of retail discount stores. Mr. Hayes has more than twenty
years experience at the senior management level in the discount store industry.
ELIAHU BEN SHMUEL
Since July 1994, Mr. Ben Shmuel has been a Director and Senior Advisor to
the Board. Mr. Ben Shmuel has been a Director of the Company since June 1993 and
was Executive Vice President of Procurement -- Watches and Accessories from May
1993 through July 1994. Mr. Ben Shmuel had been Director of the Watch Division
of Jan Bell since September 1991. From 1990 to September 1991, Mr. Ben Shmuel
was President of Big Ben '90, a watch joint venture formed with the Company.
Prior to this, Mr. Ben Shmuel was engaged in the marketing and sale of watches
with Big Ben Corporation based in Miami.
ROSEMARY B. TRUDEAU
Ms. Trudeau has been a Director of the Company since June 1987 and has been
the Senior Vice President of Investor Relations since November 1992. From March
1990 until November 1992 she was the Senior Vice President of Finance and Chief
Financial Officer. From February 1988 to March 1990, she was a Division Vice
President, Product Management, of AmeriFirst Bank, Miami, Florida and was a
consultant to
5
<PAGE> 8
AmeriFirst from September 1987 to February 1988. From September 1986 to
September 1987, Ms. Trudeau was a professor of business finance and management
at Briarcliff College, Miami, Florida. From July 1983 to May 1986, Ms. Trudeau
was employed by Southeast Bank as a Vice President and was responsible for
corporate services and corporate lending.
CHAIM EDELSTEIN
Mr. Edelstein commenced employment with Abraham & Straus in 1978, where he
was the Chairman and Chief Executive Officer from 1985 through 1994. Prior to
1978, Mr. Edelstein was with Hecht & Co. (a division of May Department Stores).
DEAN GROUSSMAN
Mr. Groussman was the Chairman, President and Chief Executive Officer with
Zale Corporation from September 1992 to August 1993. Mr. Groussman was with
Canadian Tire Corporation serving as Chief Executive Officer and President from
1985 to 1992. From 1979 to 1985, Mr. Groussman was the President and Chief
Operating Officer of various Zale Corporation divisions. Mr. Groussman was Vice
President and General Merchandising Manager for Venture Stores, Inc. from 1969
to 1979 and with Target Stores, Inc. from 1964 to 1969. Mr. Groussman currently
serves as a Director of CompUSA, Inc., Sportstown, Inc., and Ackland Limited.
RICHARD S. BANICK
Mr. Banick has been a director of the Company since December 1991. For the
past twenty years, Mr. Banick has been a managing director and Chairman of the
Litigation Department of Fowler, White, Hurley, Banick & Strickroot, P.A., a law
firm located in Miami, Florida. Mr. Banick is a Director of City National Bank
of Florida, which is headquartered in Miami, Florida.
JOHN W. BURDEN
Mr. Burden is currently a partner in Retail Options, Inc. Prior to such
time, Mr. Burden commenced employment with Federated Department Stores in 1971,
where he served as Chairman of Federated Department Stores and Allied Department
Stores from 1988 through 1990. Mr. Burden is a director of Chaus, Inc. and
Carson Pirie Scott, Inc.
SIDNEY J. FELTENSTEIN
Mr. Feltenstein is currently the President of Sidney J. Feltenstein
Associates, a marketing consulting firm. Prior to such time, Mr. Feltenstein was
the Executive Vice President and Chief Marketing Officer of Burger King
Corporation from 1991 to 1993. Prior to that time, he was employed by Dunkin
Donuts, Inc., where he was Senior Vice President and Chief Marketing Officer
from 1979 to 1991.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive compensation of
$20,000 per year plus reimbursement of reasonable expenses for attending
meetings and automatically receive options to purchase at an exercise price
equal to the market price on the grant date 10,000 voting common shares on the
date of their initial election and each year thereafter on January 1. Such
options are exercisable in full six months after the
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<PAGE> 9
grant date and until two years after a person ceases to be a director. Directors
who are employees of the Company do not receive additional compensation for
services as a director. Mr. Arguetty has agreed to waive his entitlement to the
cash compensation and options payable to directors who are not employees. For
information regarding compensation paid to Mr. Arguetty as Co-Chairman, see
Compensation of Executive Officers -- Certain Transactions.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings and two Consents to
Action in Lieu of Meetings during the fiscal year ended December 31, 1993. No
Director attended fewer than 75% of the aggregate of all meetings of the Board
of Directors or any committees.
The Board presently has an Audit Committee, a Compensation Committee and
does not have a nomination committee.
The Audit Committee consisted of Mr. Gosule and Mr. Banick and met four
times in 1993. The Audit Committee can meet independently with the internal
auditing staff, representatives of the Company's independent accountants and
with representatives of senior management. The Committee reviews the general
scope of the Company's annual audit and other matters relating to internal
control systems. In addition, the Audit Committee is responsible for reviewing
and monitoring the performance of non-audit services by the Company's auditors
as well as reviewing the engagement or discharge of the Company's independent
accountants.
The Compensation Committee consisted of Mr. Banick and Mr. Gosule and met
five times in 1993. The Compensation Committee may review and report to the
Board the salaries and benefit programs designed for executive officers with a
view to insure that the Company is attracting and retaining highly qualified
managers through competitive salary and benefit programs and encouraging
extraordinary effort through incentive rewards.
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<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to each of the five most highly compensated executive
officers of the Company during the year ending December 31, 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- --------------------
OTHER RESTRICTED
ANNUAL STOCK ALL OTHER
SALARY BONUS COMPENSATION AWARDS(1) OPTIONS COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- -------------------------------------- ---- -------- -------- ------------ ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan H. Lipton 1993 $121,445 $ 0 N/A(3) $1,742,812 100,000 $14,318
CEO and President 1992 459,275 214,570 N/A 0 0 0
1991 430,000 161,732 N/A 0 0 N/A
Lee A. Mills(4) 1993 78,541 0 $ 88,883(5) 1,742,812 100,000 0
Chairman of the Board and 1992 294,477 182,285 N/A 270,625 75,000 0
Senior Advisor to the Board on 1991 372,173 226,150 N/A 450,000 50,000 N/A
Strategic Planning
Richard W. Bowers 1993 292,186 0 N/A 697,125 75,000 13,790
Senior Executive Vice President and 1992 294,477 182,285 135,000 50,000 0
General Counsel 1991 171,827 137,993 423,500 130,000 N/A
Eli Ben Shmuel 1993 121,442 0 N/A 1,742,812 100,000 0
Executive Vice President of
Procurement -- Watches and
Accessories
Frank S. Fuino, Jr. 1993 114,423 45,000 N/A 0 45,000 15,000
Executive Vice President of Finance
and Chief Financial Officer
</TABLE>
- ---------------
(1) The 97,500 restricted shares granted to Mr. Lipton in 1993 vest in 19,500
increments on July 31, 1994, 1995, 1996, 1997 and 1998. The 97,500
restricted shares granted to Mr. Mills in 1993 originally were to vest in
32,500 increments on July 31, 1994, 1995 and 1996; the shares vested upon
his departure in March 1994. The 97,500 restricted shares granted to Mr.
Ben Shmuel in 1993 vest in 19,500 increments on September 29, 1994, 1995,
1996, 1997 and 1998. The 39,000 restricted shares granted to Mr. Bowers in
1993 vest in 13,000 share increments on April 30, 1994, 1995 and 1996. All
of the foregoing grants were made on May 14, 1993, at which time the common
stock price was $17.875. Dividends (if any) will be paid on restricted
stock. The aggregate number of shares of restricted stock and their value
at fiscal year-end ($9.375 per share) is as follows: Alan Lipton -- 97,500
shares, $914,062.50; Lee Mills -- 105,195 shares, $986,203; Eli Ben
Shmuel -- 97,500 shares, $914,062.50; and Richard Bowers -- 66,130 shares,
$619,968.75.
(2) The amounts set forth in this column for each individual represent payments
of annual premiums by the Company for whole life insurance policies
provided to executive officers.
(3) Entries marked "n/a" represent information which is not reportable.
(4) Mr. Mills' employment terminated in March 1994.
(5) Of the total amount, $15,553 represents an allocation of personal use of a
Company provided automobile and approximately $73,000 represents payments
for temporary housing assistance.
8
<PAGE> 11
Prior to July 1994, Mr. Lipton was employed as the Chief Executive Officer
until July 31, 1996 with an annual base salary of $451,000 and an annual cash
bonus equal to one percent of income before taxes. Mr. Lipton elected
voluntarily at his decision not to receive his base salary from April 7, 1993
through December 31, 1993. In July 1994, as a part of the transition of
management in connection with the Company changing from being primarily a
wholesaler to becoming a retailer, Mr. Lipton's existing contract was mutually
terminated. He became a Senior Advisor to the Board until July 1996 to render
advice and participate in maintaining and enhancing relationships with
customers, assist as requested by management in the continued orderly transition
of management, and undertake and participate in special projects as mutually
determined from time to time. Mr. Lipton can pursue other business ventures,
provided such activities in no manner are in direct competition with the
Company. The base pay is $150,000 annually, and he received a grant of 200,000
options to purchase stock at an exercise price equal to the fair market value on
the grant date, which options vest over a five year period, subject to
acceleration in certain events. The agreement allows Jan Bell to terminate the
employment of Mr. Lipton prior to the expiration date for cause without
termination benefits or without cause upon the payment of the base salary for
the remaining term of the agreement with acceleration of outstanding options and
vesting of bonus stock. Mr. Lipton may terminate the agreement upon 90 days
prior written notice. Mr. Lipton may also terminate the agreement on the same
terms as a termination by the Company without cause if the Company materially
breaches the agreement.
Prior to March 1994, Mr. Mills was employed as the Chairman of the Board of
Directors and Senior Advisor to the Board on Strategic Planning until July 31,
1996. Mr. Mills received a base annual salary of $292,300 and an annual bonus
equal to one half of one percent of income before taxes. The agreement allowed
Jan Bell to terminate the employment of Mr. Mills prior to the expiration date
for cause without termination benefits or without cause upon the payment of the
base salary and annual bonus for the remaining term of the agreement with
acceleration of outstanding options and vesting of bonus stock. Mr. Mills
elected voluntarily at his decision not to receive his base salary from April 7,
1993 through December 31, 1993. Mr. Mills and the Company agreed to his
termination of employment and resignation as a director in March 1994, at which
time Mr. Mills received approximately $681,966 in cash, a car and the
acceleration of outstanding options and vesting of previously issued restricted
stock.
Prior to July 1994, Mr. Ben Shmuel was employed as the Executive Vice
President of Procurement, Watches and Accessories until September 30, 1996 with
an annual base salary of $451,000 and an annual cash bonus equal to one percent
of income before taxes. Mr. Ben Shmuel elected voluntarily at his decision not
to receive his base salary from April 7, 1993 through December 31, 1993. In July
1994, as a part of the transition of management in connection with the Company
changing from being primarily a wholesaler to becoming a retailer, Mr. Ben
Shmuel's existing contract was mutually terminated. He became a Senior Advisor
to the Board until July 1996 to render advice and participate as requested by
management in the structuring and operation of the wholesale division of the
Company and promote and assist as requested by management the purchasing and
sourcing of watches and other accessories domestically and internationally. Mr.
Ben Shmuel can pursue other business ventures, provided such activities in no
manner are in direct competition with the Company. The base pay is $150,000
annually, and he received a grant of 200,000 options to purchase stock at an
exercise price equal to the fair market value on the grant date, which options
vest over a five year period, subject to acceleration in certain events. The
agreement allows Jan Bell to terminate the employment of Mr. Ben Shmuel prior to
the expiration date for cause without termination benefits or without cause upon
the payment of the base salary for the remaining term of the agreement with
acceleration of outstanding options and vesting of bonus stock. Mr. Ben Shmuel
may terminate the agreement upon 90 days written notice. Mr. Ben Shmuel may also
terminate the agreement on the same terms as a termination by the Company
without cause if the Company materially breaches the agreement.
9
<PAGE> 12
Mr. Bowers is employed as the Senior Executive Vice President, General
Counsel and may at his request be elected and appointed Vice Chairman of the
Board until April 30, 1996. Mr. Bowers receives a base salary of $292,300
(subject to annual adjustment to reflect increases in the consumer price index)
and an annual bonus equal to one half of one percent of income before taxes. The
agreement allows Jan Bell to terminate his employment for cause without
termination benefits or without cause upon payment of the base salary and the
most recently paid annual bonus for the remaining term of the agreement plus one
year with acceleration of outstanding options and vesting of bonus stock and the
deemed satisfaction of all his obligations to the Company. Mr. Bowers may
terminate the agreement on the same terms as a termination by Jan Bell without
cause following a change in control, Alan Lipton ceasing for any reason to be
both a full time Chief Executive Officer and a director of Jan Bell, the
takeover, merger or acquisition of Jan Bell or a sale of substantially all of
Jan Bell's assets, or the failure to appoint him as Executive Vice President and
at his request Vice Chairman of the Board. Due to the management restructure and
new directors and officers of Jan Bell in 1994, Mr. Bowers may terminate the
agreement at any time prior to its termination as set forth in the preceding
sentence.
Mr. Fuino is employed as Executive Vice President of Finance until May 3,
1996 at a base salary of $175,000 with a discretionary annual bonus not to
exceed $70,000. The agreement allows the Company to terminate the employment of
Mr. Fuino for cause without termination benefits or without cause upon payment
of $175,000 base salary. Mr. Fuino may terminate the agreement on the same terms
as a termination by Jan Bell without cause if the Company merges with or is
acquired by another entity and his duties and position are substantially reduced
or changed in a manner not reasonably acceptable to Mr. Fuino.
Mr. Hayes joined the Company in April 1994 and is employed as the President
and Chief Operating Officer and to be elected as a director until April 24,
1999. Mr. Hayes receives a base annual salary of $500,000 (subject to annual
adjustment to reflect increases in the consumer price index) with a
discretionary annual bonus of up to $200,000. The agreement allows Jan Bell to
terminate his employment for cause without termination benefits or without cause
upon payment of the base salary and annual bonus for the remaining term of the
agreement with the acceleration of outstanding options. Mr. Hayes may terminate
the agreement on the same terms as a termination by Jan Bell without cause
following a change of control, the takeover, merger or acquisition of Jan Bell
or a sale of substantially all of Jan Bell's assets or the failure to maintain
him as President, Chief Operating Officer and a director.
Mr. Pennacchio joined the Company in May 1994 and is employed as the Chief
Executive Officer and Chief Merchandising Officer and to be elected as a
director until May, 1999. Mr. Pennacchio receives a base annual salary of
$540,000 (subject to annual adjustment to reflect increases in the consumer
price index) with a discretionary annual bonus of up to $216,000. The agreement
allows Jan Bell to terminate his employment for cause without termination
benefits or without cause upon payment of the base salary and annual bonus for
the remaining term of the agreement with the acceleration of outstanding
options. Mr. Pennacchio may terminate the agreement on the same terms as a
termination by Jan Bell without cause following a change of control, the
takeover, merger or acquisition of Jan Bell or a sale of substantially all of
Jan Bell's assets or the failure to maintain him as Chief Executive Officer,
Chief Merchandising Officer and a director.
CERTAIN TRANSACTIONS
During 1993, the Company purchased approximately $250,000 of sunglasses,
$2,165,000 of watches and $470,000 of watch boxes from Liss Premium which is a
company owned and operated by Lior Ben Shmuel, who is the son of Mr. Ben Shmuel.
10
<PAGE> 13
During 1993, the Company paid rent of $97,615 for office and distribution
space to Tropical Time, an entity owned by Mr. Ben Shmuel. The Company also
purchased approximately $327,000 of watches from Tropical Time during 1993.
In order to assist Mr. Mills with certain housing relocation expenses in
1993, the Company rented a house for Mr. Mills from an entity in which Mr. Ben
Shmuel has an ownership interest for $60,000, which was the fair market rental
value of such house.
As of June 1, 1994, Mr. Bowers owed the Company approximately $65,000,
which represents funds advanced on behalf of Mr. Bowers by the Company for
certain tax obligations, an overpayment of an estimated bonus previously paid to
Mr. Bowers, and certain personal reimbursable purchases of goods and expenses.
Mr. Bowers is repaying the debt at 7% interest with monthly payments of $3,250,
and the debt is to be repaid in full on or before January 8, 1995.
Effective as of the time that Mr. Arguetty was appointed the Co-Chairman of
the Board in May 1994, the Company entered into an agreement with Mr. Arguetty
to pay him $150,000 annually and to reimburse him for his reasonable expenses in
performing his duties as Co-Chairman. He was also granted an option to purchase
500,000 common shares at a purchase price of $5.00 per share which was equal to
the fair market value of such shares on the grant date. The option shall become
exercisable in five equal installments on each of the first five anniversaries
of the grant date. If during any period of at least 20 consecutive trading days
commencing on or after the first anniversary of the grant date, the average of
the closing price of Jan Bell common stock on each such trading day shall equal
or exceed the target stock prices as set forth below, then the option shall
become exercisable as to such number of shares equal to the total number of
shares subject to the option on the grant date, multiplied by the applicable
vesting percentage set forth below:
<TABLE>
<CAPTION>
TARGET STOCK PRICE VESTING PERCENTAGE
---------------------------------- ----------------------------------
<S> <C>
$7.50 50%
$9.00 100%
</TABLE>
The option shall become immediately exercisable upon (i) the occurrence of
any accelerating event described in the Plan, and (ii) the cessation of Mr.
Arguetty's service as a member of the Board by reason of death, disability or
removal initiated by the Board for reasons other than Cause, the Board's failure
to nominate Mr. Arguetty for reasons other than Cause, or, if nominated, the
failure of Jan Bell's stockholders to elect Mr. Arguetty to the Board. "Cause"
means (i) the failure of Mr. Arguetty to render services to Jan Bell in
accordance with his obligations, which failure amounts to gross neglect of his
duties to Jan Bell for more than fifteen (15) days after having received written
notice specifying the nature of the failure, or (ii) the conviction of Mr.
Arguetty in a court of law of any crime or offense involving misappropriation or
misuse of money or other property of Jan Bell. Upon the cessation of Mr.
Arguetty's service as a member of the Board, the option shall be exercisable for
a period no shorter than two years (three years if by reason of death or
disability) following such cessation; provided, however, that the option shall
be exercisable during such period only to the extent it is exercisable as of
such cessation, and no further installments shall become exercisable thereafter.
Also, if the trading price of Jan Bell stock closes at or above $9.00 on any
day prior to May 15, 1996, then Jan Bell shall grant to Mr. Arguetty on the day
following such trading day an option to purchase an additional 200,000 shares
at a price equal to such closing price. Such option shall be subject to the
same terms as the prior discussed option; however, the target prices shall be
$13.50 and $16.20 and the option shall in no event be exercisable prior to May
15, 1995.
11
<PAGE> 14
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock options granted to
the named executive officers in 1993. In addition, in accordance with SEC rules
there are shown the hypothetical gains or "option spreads" that would exist for
the respective options.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE AT
UNDERLYING SARS ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS/ GRANTED TO APPRECIATION
SARS EMPLOYEES EXERCISE OR FOR OPTION TERM(3)
GRANTED(1) IN FISCAL BASE PRICE(2) EXPIRATION -----------------------------------
NAME (#) YEAR ($/SH) DATE 0%($) 5%($) 10%($)
- --------------------------------- ---------- ---------- ------------- ---------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan H. Lipton................... 100,000 10.59% $ 9.00 9/03/03 0 $ 566,005 $ 1,434,368
Lee A. Mills..................... 100,000 10.59% $ 9.00 9/03/03 0 566,005 1,434,368
Eli Ben Shmuel................... 100,000 10.59% $ 9.00 9/03/93 0 566,005 1,434,368
Richard W. Bowers................ 75,000 7.94% $ 9.00 9/03/03 0 424,504 1,075,776
Frank Fuino...................... 20,000 2.12% $17.625 5/06/03 0 221,685 561,794
Frank Fuino...................... 25,000 2.65% $ 9.00 9/03/03 0 141,501 358,592
All Shareholders(4).............. 0 146,579,354 369,938,370
</TABLE>
- ---------------
(1) No SAR's were granted in 1993. Individual option grants become exercisable
in installments of 50% per year on each of the first and the second
anniversaries of the grant date for Messrs. Lipton, Mills, Ben Shmuel and
Bowers. Individual option grants become exercisable in installments of
33 1/3% per year on each of the first through the third anniversaries of
the grant date for Mr. Fuino. Options can become immediately exercisable
upon the occurrence of certain corporate events, including a change in
control of the Company or delivery of written notice of a stockholder's
meeting to consider a merger, sale of assets or similar reorganization. All
options granted in 1993 have ten year terms.
(2) All grants were made at 100% of fair market value as of the date of grant.
(3) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates set by the SEC and therefore are not intended
to forecast possible future appreciation, if any, of the Company's stock
price. The Company did not use an alternative formula for a grant date
valuation, as the Company is not aware of any formula which will determine
with reasonable accuracy a present value based on future unknown or
volatile factors.
(4) No gain to the optionees is possible without an increase in stock price
appreciation, which will benefit all shareholders commensurately.
Represents aggregate increases in incremental gain to all stockholders as a
group which would result from the application of the same assumptions to
all shares outstanding on December 31, 1993.
12
<PAGE> 15
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
The following table shows stock option exercises by named executive
officers in 1993, including the aggregate value of gains on the date of
exercise. In addition, the table includes the number of shares covered by both
exercisable and non-exercisable stock options as of December 31, 1993. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
year-end price of $9.375 per share of common stock.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES IN-THE-MONEY
UNDERLYING OPTIONS/SARS
UNEXERCISED AT
OPTIONS/SARS AT FISCAL
SHARES FISCAL YEAR-END YEAR-END
ACQUIRED (#) ($)
ON VALUE --------------- -------------
EXERCISE REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- -------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
Alan H. Lipton.......................... 0 0 0/100,000 0/37,500
Lee A. Mills............................ 0 0 62,500/137,500 0/37,500
Eli Ben Shmuel.......................... 0 0 10,000/120,000 14,950/67,400
Richard W. Bowers....................... 0 0 90,000/100,000 0/28,125
Frank S. Fuino, Jr...................... 0 0 0/ 45,000 0/ 9,375
</TABLE>
- ---------------
(1) Fair market value of shares at exercise minus the exercise price.
13
<PAGE> 16
PERFORMANCE GRAPH
The graph below compares the five year cumulative total return for Jan Bell
stock with the cumulative total return of the Amex Market Value Stock Index and
the S&P Retail Specialty Index. The graph assumes $100 invested on December 31,
1988 in Jan Bell stock and $100 invested at that time in each of the indexes.
The comparison assumes that dividends are reinvested.
<TABLE>
<CAPTION>
JAN BELL
Measurement Period MARKETING S&P RETAIL
(Fiscal Year Covered) INC. SPECIALTY JAN BELL
<S> <C> <C> <C>
1988 $100.00 $100.00 $100.00
1989 $188.29 $125.94 $127.52
1990 $ 52.46 $124.33 $108.14
1991 $104.92 $188.96 $133.19
1992 $151.76 $252.89 $135.02
1993 $ 70.26 $251.78 $160.41
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's Chief Executive Officer
("CEO") and the four other most highly compensated executive officers during
1993. The disclosure requirements for these five individuals (the "named
executive officers") includes the use of tables and a report explaining the
rationale and considerations regarding the executive compensation decisions
affecting those individuals. In fulfillment of these requirements, the
Compensation Committee consisting of Mr. Banick and Mr. Gosule (the nonemployee
directors during 1993) has prepared the following report. Additionally, the
Compensation Committee obtains from time to time advice and data concerning
executive compensation from an independent compensation consulting firm. In
1993, advice was obtained regarding stock option grants, restricted stock awards
and cash compensation for newly hired executives.
14
<PAGE> 17
Compensation Philosophy
This report reflects the Company's compensation philosophy as endorsed by
the Board of Directors and the Committee and resulting actions taken by the
Company. With regard to compensation actions affecting Mr. Lipton, the Committee
will act as the approving body.
The executive compensation program of the Company has been designed to:
- Support a pay for performance policy that provides compensation amounts
based both on overall corporate results and individual performance;
- Motivate key senior officers to achieve strategic business initiatives
and reward them for their achievement;
- Provide total compensation opportunities which allow the Company to
compete for and retain talented results oriented executives who will
contribute to the Company's short-term and long-term success; and
- Align the interests of executives with the long-term interests of
stockholders through award opportunities based on stock performance.
At present, the executive compensation program is comprised of base salary,
annual bonus cash incentive opportunities based on set objective criteria as
well as subjective analysis, and long-term incentive opportunities in the form
of grants of stock options and restricted stock.
As an executive's level of responsibility increases, a greater portion of
his or her potential total compensation opportunity is generally based on
performance incentives and less on base salary, causing greater variability in
the individual's absolute compensation level from year-to-year. Incentive
compensation (all pay other than salary) comprises in excess of 50% of the
compensation opportunity and is tied to the Company's short term earnings and
long term stock performance.
In reviewing or administering the individual elements of the executive
compensation program, the Company and the Committee strive to balance short and
long-term incentive objectives and utilize prudent judgment in reviewing
performance criteria and incentive payments. The following is a discussion of
each of the elements of the executive compensation program along with a
description of the decisions and actions taken with regard to 1993 compensation.
While the Company has not yet established a policy with respect to qualifying
compensation paid to executive officers for deductibility under new Internal
Revenue Code provisions relating to over $1 million compensation packages, the
Company is currently reviewing the regulations.
Annual Compensation Program
Annual total cash compensation for senior management consists of base
salary, variable performance bonuses set by a formula and discretionary bonuses.
Accordingly, total annual cash compensation varies each year based on
achievement of Company performance and profitability.
Base salaries for the named executive officers are set forth in employment
agreements and were not changed in 1993 except for certain automatic minor
adjustments tied to increases in the consumer price index. The base salary for
Mr. Fuino, who joined Jan Bell in May, 1993, was analyzed prior to his hire.
Survey data was utilized, in consultation with the Company's executive
compensation consultant, to set Mr. Fuino's base salary at a median level of
similarly sized companies in similar business environments. Such companies do
not
15
<PAGE> 18
consist of those comprising the S&P Retail Specialty Stores Index, which has
been used for the Stock Performance Graph on page 14. The companies used were
selected because of the similarity of their businesses to that of the Company
and/or to provide local market comparisons. Messrs. Lipton, Mills and Ben Shmuel
elected voluntarily at their decision not to receive base cash compensation from
April 7, 1993 through December 31, 1993.
Payment of an annual variable cash bonus to Mr. Lipton (the CEO in 1993)
and Mr. Ben Shmuel was set pursuant to employment agreements at one percent of
the Company's net income before taxes. Similarly, Messrs. Mills and Bowers each
were entitled to receive an annual cash bonus equal to one half of one percent
of the Company's net income before taxes. Pursuant to the formulas, no such cash
bonuses were paid in 1993. Mr. Fuino was eligible pursuant to his employment
agreement for a cash bonus up to forty percent of his base salary, and he
received a $45,000 bonus based upon a subjective evaluation of his job
performance.
Additionally, other discretionary bonuses may be awarded from time to time
to reward individual performance. No such awards were made in 1993.
Long-Term Incentives -- 1993 Stock Option and Restricted Stock Awards
The Company's Stock Option and Stock Bonus Plans are designed to align a
significant portion of the named executive's compensation with shareholder
interests. In determining the number of options or shares to be awarded, the
amount and terms of options and restricted shares previously granted is not
considered. The plans permit the granting of several different types of
stock-based awards. To date, two types of awards have been granted to executive
officers and other key employees:
Stock Option -- a right to purchase shares of common stock generally
over a ten-year period at the fair market value per share as of the date
the option is granted and vesting in increments over a two or three year
period, so the options provide value to the recipient only when the stock
price increases above the option grant price and the option has become
exercisable; and
Restricted Stock -- shares of common stock which the recipient cannot
sell or otherwise dispose of until the applicable restriction period lapses
and which are forfeited at the Company's election if the recipient
terminates employment for any reason other than retirement, disability or
death prior to the lapsing of the restriction period.
The Committee has typically granted stock options each year pursuant to
shareholder approved plans, and the Committee granted in 1993 the stock options
reflected in the table on page 12. The allocation for a particular individual is
determined in relation to his total cash compensation, management level and
potential stock price appreciation. Based on management level, each executive is
assigned a targeted range for stock option grant, which ranges for the named
executive officers varied from 31,612 to 130,422 options. The individual range
is determined in relation to total cash compensation, which takes into
consideration the potential value of the stock. Individual assessment of
performance determines the number of options granted in relation to the preset
range. The CEO's stock option grant was determined pursuant to this procedure,
and in 1993 the targeted range for the CEO was 97,816 to 130,422 options with
the awarded grant equalling 100,000 options.
The restricted stock granted in 1993 to the CEO and the other named
executives reflected the successful negotiation by them of an exclusive leased
department concession for extended categories of products over a seven year
period with the Company's major customer. The shares vest over a three to five
year period in equal increments, so the economic benefit to each person is tied
to the future performance of the Company and the
16
<PAGE> 19
contract. The size of each award was based upon a subjective evaluation, and not
subject to specific criteria, of each person's contribution and role in the
process of attaining the contract.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S
BOARD OF DIRECTORS: RICHARD BANICK AND ALAN GOSULE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Banick and Mr. Gosule are non-employee directors who comprise the
Compensation Committee. Mr. Banick and Mr. Gosule are each partners of law firms
which performed in 1993 and currently perform certain legal services for the
Company. Payments for such services are no more favorable than those made to
other law firms used by the Company for comparable services and such payments
are materially less than five percent of the annual revenues of each respective
firm.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending January 29, 1995 and recommends that shareholders vote
for ratification of such appointment.
In the event of a negative vote on such ratification of appointment, the
Board of Directors will reconsider its selection. Even if the selection is
ratified, the Board in its discretion may direct the appointment of a new
independent accounting firm at any time during the year, if the Board believes
that such a change would be in the best interests of the Company and its
shareholders.
Deloitte & Touche has audited the Company's financial statements annually
since 1983. Its representatives are expected to be present at the meeting with
the opportunity to make a statement if they desire to do so and are expected to
be available to respond to appropriate questions.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, then the persons named in
the enclosed form of proxy will each have discretionary authority to vote all
proxies with respect thereto in accordance with their judgment.
AVAILABLE INFORMATION
The Company files annual reports on Form 10-K with the Securities and
Exchange Commission. A copy of such annual report for the fiscal year ended
December 31, 1993 (except for certain exhibits thereto) may be obtained, free of
charge, upon written request by any shareholder to Jan Bell Marketing, Inc.,
13801 Northwest 14th Street, Sunrise, Florida 33323, Attention: Corporate
Secretary. Copies of all exhibits to the annual report are available upon
similar request, subject to payment of a $0.15 per page charge to reimburse the
Company for its expenses in supplying any exhibit.
THE BOARD OF DIRECTORS
Dated: July 18, 1994
17
<PAGE> 20
PROXY
JAN BELL MARKETING, INC.
13801 N.W. 14TH STREET
SUNRISE, FLORIDA 33323
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<TABLE>
The undersigned hereby appoints Rosemary Trudeau and Alan Lipton as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes each of them to represent and to vote, as designated below, all the shares of Common Stock of Jan
Bell Marketing, Inc. held of record by the undersigned on July 5, 1994, at the Annual Meeting of Shareholders to be held on or about
August 12, 1994 or any adjournment thereof.
1. ELECTION OF DIRECTORS
<S> <C>
/ / FOR the nominees listed below (except as marked / / WITHHOLD AUTHORITY
to the contrary below) to vote for the nominees listed below
</TABLE>
<TABLE>
(INSTRUCTION: To withhold authority to vote for an individual nominee, strike a line through the nominee's name below.)
<S> <C> <C>
Isaac Arguetty Chaim Edelstein Joseph Pennacchio
Peter Hayes John W. Burden Sidney J. Feltenstein
Dean Groussman
2. PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES AND FOR PROPOSAL 2.
Please sign exactly as name appears below. When shares are held by
more than one owner, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: , 1994
----------------------------------------------------------
(Be sure to date this Proxy)
------------------------------------------------------------------------
Signature
-------------------------------------------------------------------------
Signature
</TABLE>