<PAGE> 1
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Jan Bell Marketing, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (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
JAN BELL MARKETING, INC.
13801 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 10, 1995
____________________
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Jan Bell Marketing, Inc., a
Delaware corporation, will be held on Friday, August 10, 1995 at 9:00 a.m.,
local time at the Bonaventure Resort, 250 Racquet Club Road, Fort Lauderdale,
Florida.
(1) To elect one director to serve for a term as
specified herein or until his successor is elected;
(2) To ratify the appointment of Deloitte & Touche LLP as
independent accountants of the Company for the fiscal year ending January 27,
1996; 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 3, 1995
are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
Sincerely,
Isaac Arguetty
Chairman of the Board
Sunrise, Florida
July 7, 1995
________________________________________________________________________________
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 10, 1995 at 9:00 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 7,
1995. 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 3, 1995 are
entitled to notice of and to vote at the meeting. At the record date,
25,748,358 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 10, 1995 and for ten
days prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m.
As of May 15, 1995, the following table sets forth the beneficial
ownership of voting common stock of the Company by each director, 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) SHARES OUTSTANDING(1)
----------------------- --------- -----------------
<S> <C> <C>
Isaac Arguetty(2)............................... 162,700 0.6%
Joseph Pennacchio(3)............................ 82,325 0.3%
Chaim Edelstein(4).............................. 30,000 0.1%
Dean Groussman(5)............................... 45,000 0.2%
Rosemary B. Trudeau(6).......................... 30,001 0.1%
John W. Burden(7)............................... 30,000 0.1%
Sidney J. Feltenstein(8)........................ 30,000 0.1%
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
Alan and Janice Lipton.......................... 1,794,038 6.9%
655 Ocean Drive
Golden Beach, FL 33160
Eliahu Ben Shmuel(9)............................ 1,455,750 5.7%
1000 Island Blvd #2006
Miami, FL 33160
Marbella Resources, Ltd(10)..................... 1,635,588 6.4%
Tropical Isle Building
Wickhams Cay, Road Town
Tortola, British Virgin Islands
Buetel, Goodman Capital Management(11).......... 1,867,465 7.3%
5847 San Felipe Suite 4500
Houston, Texas 77057
All executive officers and directors as a
group (9 persons) (12)......................... 620,317 2.4%
- ------------------
</TABLE>
(1) Unless otherwise noted, each person has sole voting and investment
power over the shares listed opposite his or her name.
(2) Includes currently exercisable options to purchase 100,000 shares.
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 (10) below.
(3) Includes currently exercisable options to purchase 72,000 shares.
(4) Includes currently exercisable options to purchase 20,000 shares.
(5) Includes currently exercisable options to purchase 20,000 shares.
(6) Includes currently exercisable options to purchase 30,001 shares.
(7) Includes currently exercisable options to purchase 20,000 shares.
(8) Includes currently exercisable options to purchase 20,000 shares.
(9) Includes 146,800 shares held in the Ben Shmuel 1992 Charitable
Unitrust.
(10) Marbella Resources Limited reports that as of May 15, 1995 it owned
1,635,588 shares.
(11) Buetel reported this ownership to the Company on May 17, 1995.
(12) Includes 456,169 shares issuable upon the exercise of currently
exercisable stock options for all executive officers and directors.
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.
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.
<PAGE> 5
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 1996 Annual Meeting must be
received by the Company no later than March 20, 1996 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 1995 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 20, 1995.
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors currently consists of seven members and is
classified into three classes with each class holding office for a three year
period. The terms of Ms. Trudeau and Mr. Feltenstein expire in 1995; the terms
of Messrs. Burden and Groussman expire in 1996; and the terms of Messrs.
Arguetty, Edelstein and Pennacchio expire in 1997. Under the Bylaws, the
number of directors may be increased to thirteen. The Certificate of
Incorporation restricts the removal of directors under certain circumstances.
One present director, Sidney Feltenstein, is to be re-elected at the
meeting for a term expiring in 1998. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the foregoing person as the
Company's nominee. If any nominee of the Company is unable or declines to
serve as a director at the time of the Annual Meeting, 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,
<PAGE> 6
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 AND EXECUTIVE OFFICERS
The names of the directors and executive officers and certain
information about them are set forth below.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
Isaac Arguetty 49 Chairman of the Board and 1994
Director of Delheim and
Worchester PLC
Joseph Pennacchio 48 Director, Chief Executive Officer and 1994
President of Jan Bell
Chaim Edelstein 52 Director and Retail Consultant 1994
Dean Groussman 56 Director and Chief Executive Officer and 1994
President of Groussman and Associates
John Burden 58 Director and Partner in 1994
Retail Options, Inc.
Sidney Feltenstein 54 Director and Chairman, CEO and 1994
President of A & W International
Rosemary Trudeau 47 Director and Senior Vice President 1987
of Investor Relations
Richard Bowers 43 Senior Executive Vice President,
General Counsel and Secretary
</TABLE>
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.
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.
CHAIM EDELSTEIN
Mr. Edelstein commenced employment with Abraham & Strauss 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
<PAGE> 7
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.
JOHN 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 FELTENSTEIN
Mr. Feltenstein is currently the Chairman, CEO and President of A & W
International, Inc. 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.
ROSEMARY 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 AmeriFirst from September 1987 to February 1988. Effective
June 2, 1995, Ms. Trudeau has resigned as an employee and director of the
Company and will be a consultant until June 2, 1996.
RICHARD BOWERS
Mr. Bowers has been the Senior Executive Vice President and General
Counsel of Jan Bell since May 1991, and Secretary since September 1992. Prior
to such time, he was engaged in the private practice of law with the firm of
Gaston & Snow.
<PAGE> 8
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 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 and Mr. Edelstein have agreed to waive their
entitlement to the cash compensation and options payable to directors who are
not employees.
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 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, which option becomes 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.
Effective as of January 12, 1995, Mr. Arguetty was granted an option
to purchase an additional 540,000 common shares at a purchase price of $4.00
per share, which price was greater than the fair market value of such shares on
the grant date. The option is exercisable in three equal installments of
180,000 shares on each of the first three anniversaries of the grant date. The
option is subject to earlier exercisability as set forth above.
<PAGE> 9
The Company has engaged Mr. Edelstein to perform certain consulting
services for the Company, primarily relating to retail expansion. Mr.
Edelstein is to be paid $2,500 per day for his services, subject to an annual
cap of $150,000. In addition, on May 4, 1995, Mr. Edelstein was granted an
option under the Company's Stock Option Plan to purchase 270,000 common shares
at a price of $2 5/8 per share, which was the fair market value of such shares
on such date. The option becomes vested and exercisable in equal installments
as of the first three fiscal year ends after the date of grant, provided that
the consulting arrangement remains in effect, and provided, further, that with
respect to the second and third installment, no vesting shall occur unless
certain goals as to Company performance for the relevant fiscal years are
achieved. The option will become vested in any event upon (i) Mr. Edelstein's
removal from the Board for reasons other than cause, (ii) the day before the
tenth anniversary of the date of grant if Mr. Edelstein is then performing
consulting services for the Company, (iii) the occurrence of such events as may
be provided for in the Stock Option Plan. Over the period from May 1994 to May
1995, fees paid by the Company to Mr. Edelstein total $45,000. The Company
believes that the terms of the arrangement with Mr. Edelstein are no less
favorable than those that could be obtained from an unaffiliated third party
for comparable services.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of nine meetings and five Consents
to Action in Lieu of Meetings during the fiscal year ended January 28, 1995.
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, and Compensation and
Option Committees and does not have a nomination committee.
The Audit Committee presently consists of Messrs. Burden, Edelstein
and Groussman and met three times in Fiscal 1994. 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 and Option Committees presently consist of Messrs.
Burden and Feltenstein and held one meeting and eleven Consents to Action in
Lieu of Meetings during the fiscal year ended January 28, 1995. The
Compensation and Option Committees 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.
<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, the former CEO and one additional departed executive of the
Company during the fiscal year ending January 28, 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------
Awards
-----------------------
Other Restricted
Fiscal Annual Stock All Other
Name and Principal Year Salary Bonus Compensation Awards(1) Options Compensation(2)
Position ($) ($) ($) ($) (#) ($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan Lipton 1994 $202,619 0 N/A(3) 0 200,000(4) 0
Former CEO (4) 1993 121,445 0 N/A $1,742,812 100,000(4) $14,318
1992 459,275 $214,570 N/A 0 0 0
Joseph Pennacchio 1994 $359,307 0 N/A 0 360,000 65,000(5)
CEO
Peter Hayes 1994 $375,000 0 N/A 0 330,000(6) 145,500(5)
Former President(6)
Richard Bowers 1994 $269,175 0 N/A 0 0 540,408(7)
Senior Executive Vice 1993 292,186 0 N/A 697,125 75,000 13,790
President and 1992 294,477 182,285 N/A 135,000 50,000 0
General Counsel
Eli Ben Shmuel 1994 $283,527 0 N/A 0 200,000(8) 0
Executive Vice President 1993 121,442 0 N/A 1,742,812 100,000(8) 0
of Procurement - Watches and
Accessories (8)
Frank Fuino, Jr. 1994 $175,000 0 N/A 0 0 15,000
Executive Vice President 1993 114,423 45,000 N/A 0 45,000 15,000
of Finance and Chief
Financial Officer(9)
Rosemary Trudeau 1994 $144,000 0 N/A 0 0 15.140
Senior Vice President
of Investor Relations(10)
- ------------------------
</TABLE>
(1) Dividends (if any) will be paid on restricted stock. The aggregate number
of shares of restricted stock and their value at fiscal year-end ($3.25 per
share) is as follows: Richard Bowers - 5,130 shares, $16,672.
(2) Except as otherwise explained, 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. Lipton resigned as CEO on July 11, 1994 and all options have been
subsequently cancelled.
(5) Represents for each person annual premiums of $15,000 for whole life
insurance policies and fixed bonuses and payments regarding commencement of
employment and relocation.
(6) Mr. Hayes resigned as President on April 30, 1995 and all options were
cancelled.
(7) Represents $15,408 for annual premium for whole life insurance policy and
$525,000 as consideration for entering into new employment agreement and
waiving substantial and material rights available under previous agreement.
(8) Mr. Ben Shmuel resigned as Executive Vice President of Procurement on July
11, 1994 and all options have been subsequently cancelled.
(9) Mr. Fuino has resigned effective May 31, 1995.
(10) Ms. Trudeau has resigned effective June 2, 1995 and will be a consultant
until June 1996.
<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 on income before taxes. In July 1994,
as 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. The base pay was $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 were to vest over a five year
period. In September 1995, Mr. Lipton left the Company upon mutual agreement.
Upon departure, he received a Company car and certain health benefits. All
options held by Mr. Lipton were subsequently cancelled.
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.
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 and a director. Mr. Hayes and the Company agreed to
his termination of employment and resignation as a director as of the end of
April, 1995, at which time Mr. Hayes received a cash payment of $985,000, the
right to reimbursement of certain legal expenses up to $10,000, and continued
use of a Company automobile until he secures other full-time employment (but in
no event longer than one year). All stock options held by Mr. Hayes were
cancelled.
Mr. Bowers is employed as the Senior Executive Vice President and
General Counsel until August 1, 1999. Mr. Bowers receives a base annual
salary of $240,000 (subject to annual adjustment to reflect increases in the
consumer price index) with a discretionary annual bonus of up to $96,000.00.
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 acceleration of
outstanding options and vesting of bonus stock. Mr. Bowers may terminate the
agreement on the same terms as a termination by Jan Bell without cause
following a change in control, 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 Senior Executive Vice President and General Counsel.
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. In July 1994, as 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. The base
pay was $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 were to vest over a five year period. In January 1995, Mr.
Ben Shmuel left the Company upon mutual agreement. Upon departure, he received
a Company car and certain health benefits. All options held by Mr. Ben Shmuel
were subsequently cancelled.
Mr. Fuino was 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
<PAGE> 12
agreement allowed the Company to terminate the employment of Mr. Fuino for cause
without termination benefits or without cause upon payment of $175,000 base
salary and acceleration of outstanding options. Mr. Fuino could terminate the
agreement on the same terms as a termination by Jan Bell without cause if the
Company merged with or was acquired by another entity and his duties and
position were substantially reduced or changed in a manner not reasonably
acceptable to Mr. Fuino. Mr. Fuino and the Company agreed to his termination
of employment as of the end of May 1995, in connection with which Mr. Fuino
received a cash payment of $175,000, continued use of a Company car until June
15, 1995, and full vesting of all unvested stock options. In addition, the
exercise period for all outstanding options held by Mr. Fuino was extended to
June 1, 1997.
Ms. Trudeau was employed as Senior Vice President of Investor Relations
until August 1, 1996 at a base salary of $144,000 with a discretionary annual
bonus not to exceed $57,600. The agreement allowed the Company to terminate the
employment of Ms. Trudeau for cause without termination benefits of without
cause upon payment of $72,000, and acceleration of outstanding options. Ms.
Trudeau and the Company agreed to her termination of employment and resignation
as a director as of June 2, 1995, at which time Ms. Trudeau will receive a cash
payment of $72,000, continued health insurance coverage for one year, continued
use of a Company automobile until September 1, 1995, and full vesting of all
unvested stock options. In addition, the exercise period for all outstanding
options held by Ms. Trudeau was extended to the end of their respective 10-year
terms. In consideration for a $5,000 monthly fee, Ms. Trudeau agreed to
perform such consulting services as may be requested by the Company over the
course of the one-year period following her termination of employment.
CERTAIN TRANSACTIONS
The Company has from time to time engaged the services of Dr. Anthony
Armstrong, an employee of Delheim & Worcester, a U.K. based international
finance company, to perform certain financial consulting services. Dr.
Armstrong's services have consisted primarily of preparing merchandising and
inventory reports and sales sensitivity analyses. Mr. Arguetty serves as a
director to, and is principal shareholder of, Delheim & Worcester. Over the
period from May 1994 to May 1995, fees paid by the Company to Delheim &
Worcester total $29,729. The Company believes that the terms of the
arrangement with Delheim & Worcester are no less favorable than those that
could be obtained from an unaffiliated third party for comparable services.
For information regarding compensation paid to Messrs. Arguetty and
Edelstein, see COMPENSATION OF DIRECTORS.
During the fiscal year ending January 28, 1995, the Company make
certain payments regarding the cancellation of unvested restricted stock held by
certain individuals as follows: 78,000 unvested restricted shares held by Mr.
Lipton for $312,000; 78,000 unvested restricted shares held by Mr. Ben Shmuel
for $312,000; and 37,000 unvested restricted shares held by Mr. Bowers for
$148,000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock options
granted to the named executive officers in the fiscal year ended January 28,
1995. In addition, in accordance with SEC rules there are shown the
hypothetical gains or "option spreads" that would exist for the respective
options.
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------
Percent of Potential Realizable Value
Number of Total at Assumed Annual Rates
Securities Options/ of Stock Price Appreciation
Underlying SARs For Option Term(3)
Options/ Granted to ---------------------------
SARs Employees Exercise or
Granted(1) in Fiscal Base Price(2) Expiration
Name (#) Year ($/Sh) Date 0%($) 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Alan H. Lipton, Former CEO 200,000(5) 8.7% $5.00 5/15/04(5) 0 630,000 1,600,000
Peter Hayes 330,000(5) 14.4% $5.62 4/25/04(5) 0 1,168,000 2,966,400
Joseph Pennacchio 360,000 15.7% $5.00 5/15/04 0 1,134,000 2,880,000
Eli Ben Shmuel 200,000(5) 8.7% $5.00 5/15/04(5) 0 630,000 1,600,000
All Shareholders(4) 0 81,900,000 208,000,000
- ------------------
</TABLE>
(1) No SAR's were granted in 1994. Individual option grants become
exercisable in installments over a five year period on each of the
anniversaries of the grant date. 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 1994 have ten year terms.
(2) All grants were made at or above 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 January 28, 1995.
(5) Subsequently cancelled after departure from the Company.
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 1994, 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 January 28, 1995. 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 $3.25 per share of common stock.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at Fiscal Year- at Fiscal Year-
Acquired End(#) End($)
on Value ----------------------------------
Exercise Realized(1) Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan H. Lipton, Former CEO 0 0 50,000 /250,000(2) 0/0
Joseph Pennacchio 0 0 0 /360,000 0/0
Peter Hayes 0 0 30,000 /300,000(2) 0/0
Eli Ben Shmuel 0 0 70,000 /260,000(2) 0/0
Richard W. Bowers 0 0 152,500 / 37,500 0/0
Frank S. Fuino, Jr. 0 0 15,000 / 30,000 0/0
- --------------------
</TABLE>
(1) Fair market value of shares at exercise minus the exercise price.
(2) All such options cancelled after the fiscal year end.
<PAGE> 14
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, 1989 in Jan Bell stock and $100 invested at that time in each of
the indexes. The comparison assumes that dividends are reinvested.
[GRAPH]
JBM
<TABLE>
<CAPTION>
Cummulative Total Return
------------------------
12/89 12/90 12/91 12/92 12/93 1/95 9B3BCJBM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jan Bell Marketing Inc. JBM 100 28 56 81 37 12 02/24/95
AMEX MARKET VALUE IAMX 100 82 105 106 126 115 9B3B1AMX
S & P RETL STRS - SPECIALTY IRSS 100 99 150 201 200 190 9B3B1RSS
</TABLE>
<PAGE> 15
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 regarding the
compensation and benefits provided to the Company's current and former Chief
Executive Officer ("CEO") and the four other most highly compensated executive
officers during Fiscal 1994. The disclosure requirements for these 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 current Compensation Committee consisting of Mr. Burden and
Mr. Feltenstein has prepared the following report. The Compensation Committee
is composed entirely of directors who have never been employees of the Company.
The Compensation Committee obtains from time to time advice and data concerning
executive compensation from independent compensation consulting firms. In
Fiscal 1994, advice was obtained regarding stock option grants and cash
compensation for newly hired executives and directors.
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. Pennacchio, 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 subjective analysis,
and long-term incentive opportunities in the form of grants of stock options.
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 Fiscal 1994
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
<PAGE> 16
packages, the Company is continuing to review the regulations.
ANNUAL COMPENSATION PROGRAM
Annual total cash compensation for senior management consists of base
salary and discretionary bonuses of up to 40% of base salary. 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 Fiscal 1994. Mr. Pennacchio
joined the Company in May 1994, entering into an employment agreement with the
Company covering a period of five years. The details of the agreement are set
forth on page 11 of this proxy. This agreement reflects the compensation
package necessary to obtain Mr. Pennacchio's services for the Company.
No discretionary bonuses were paid in Fiscal 1994.
LONG-TERM INCENTIVES -- STOCK OPTION PLAN
The Company's Stock Option Plan is designed to align a significant
portion of the named executive compensation with shareholder interests. In
determining the number of options to be awarded, the amount and terms of
options previously granted is not considered. The stock options are 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 to five 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.
The Committee has typically granted stock options on an annual basis
to executive officers pursuant to shareholder approved plans as well as options
at the time an executive commences employment. The Committee did not grant any
annual basis options in Fiscal 1994. The Committee granted 360,000 and 300,000
stock options to the CEO and President, respectively, upon the commencement of
their employment. The particular allocation was determined in relation to
management level and deemed necessary to obtain the services of the respective
persons.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
The Company believes that during Fiscal 1994 its officers and
directors complied with all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 except as described hereafter. Mr. Ben Shmuel,
a former director and officer of the Company, filed in December 1994 two late
Form 4 reports. One reported the purchase of 9,000 shares in May 1994, and one
reported the purchase of 5,000 shares in June 1994.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending January 27, 1996 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.
<PAGE> 17
Deloitte & Touche LLP 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
January 28, 1995 (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 7, 1995
<PAGE> 18
APPENDIX A
PROXY
Jan Bell Marketing, Inc.
13801 N.W. 14th Street
Sunrise, Florida 33323
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph Pennacchio and Isaac Arguetty as
Proxies, each with the power to appoint
his 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 3, 1995, at the Annual Meeting of
Shareholders to be held on or about August 10, 1995 or any adjournment thereof.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
[ ] FOR the nominees listed below (except as marked to the [ ] WITHHOLD AUTHORITY
contrary below) to vote for the nominees listed below
(INSTRUCTION: To withhold authority to vote for an individual nominee, strike a line through the nominee's name below.)
</TABLE>
Sidney J. Feltenstein
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:__________________________________, 1995
(Be sure to date this Proxy)
______________________________________
Signature
______________________________________
Signature
