<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
JAN BELL MARKETING, INC.
14051 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 30, 2000
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Jan Bell Marketing, Inc., a
Delaware corporation, will be held on Friday, June 30, 2000 at 9:00 a.m., local
time at the Sheraton Suites Plantation, 311 University Drive, Plantation,
Florida, for the following purposes:
(1) To elect four directors to serve for terms as specified
herein or until their successors are elected;
(2) To amend the Certificate of Incorporation to change the
corporate name to Mayor's Jewelers, Inc.;
(3) To ratify the appointment of Deloitte & Touche LLP as
independent accountants of the Company for the fiscal year ending
February 3, 2001; and
(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.
These business items are described in the accompanying Proxy Statement.
Only shareholders of record at the close of business on May 18, 2000
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
May ____, 2000
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, June 30, 2000 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 Sheraton
Suites Plantation, 311 University Drive, Plantation, Florida.
These proxy solicitation materials were mailed on or about May ___,
2000. Although the Annual Report is being mailed with the proxy materials, the
Annual Report is not a part of this Proxy Statement.
The Company's corporate offices are located at 14051 Northwest 14th
Street, Sunrise, Florida 33323, and its phone number at such address is (954)
846-8000.
RECORD DATE AND SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shareholders of record at the close of business May 18, 2000 are
entitled to notice of and to vote at the meeting. At the record date,
_______________ 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 June 30, 2000 and for ten days
prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m.
As of May 1, 2000, the following table sets forth the beneficial
ownership of voting common stock of the Company by each 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:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
----------------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS (1) SHARES OUTSTANDING(1)
-------------------- --------- --------------
Isaac Arguetty (2)............................. 2,697,167 %
Haim Bashan (3) ............................... 330,349 %
Gregg Bedol (4) ............................... 60,000 *
Thomas Epstein (5)............................. 95,000 *
Samuel A. Getz (6) ............................ 1,090,967 %
Margaret Gilliam (7) .......................... 50,000 *
William Grayson (8) ........................... 378,334 %
Peter Offermann (9) ........................... 60,000 *
Robert Robison (10) ........................... 60,000 *
David Boudreau (11) ........................... 420,000 %
Marc Weinstein (12) ........................... 321,667 %
1
<PAGE> 4
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
-----------------------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS (1) SHARES OUTSTANDING(1)
-------------------- ---------- --------------
<S> <C> <C>
Pioneering Management Corporation (12). .............. 1,068,200 %
60 State Street
Boston, MA 02109
Eliahu Ben Shmuel(13)................................. 1,609,800 %
16300 NE 19th Avenue, Suite 206
Miami Beach, FL 33162
Marbella Resources, Ltd(14)........................... 1,635,588 %
Tropical Isle Building
Wickhams Cay, Road Town
Tortola, British Virgin Islands
Cumberland Associates (15)............................ 1,678,100 %
1114 Avenue of the Americas
New York, NY 10036
Dimensional Fund Advisors (16)........................ 1,702,900 %
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Franklin Resources, Inc.(17).......................... 1,251,400 %
777 Mariners Island Blvd.
San Matea, CA 94402
All executive officers and directors
as a group (11 persons) (18)...................... 5,563,584 %
</TABLE>
- ----------------
(1) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his or her name. An asterisk (*) is used to
indicate less than 1% of the class outstanding.
(2) Includes options to purchase 2,596,667 shares, of which certain options are
held by various family and estate planning vehicles. 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's family has
beneficial interests, but with respect to which Mr. Arguetty is not a
beneficiary and has no voting or dispositive power. See footnote (14)
below.
(3) Includes options to purchase 258,666 shares.
(4) Includes options to purchase 60,000 shares.
(5) Includes options to purchase 95,000 shares.
(6) Includes options to purchase 272,000 shares.
(7) Includes options to purchase 40,000 shares.
(8) Includes options to purchase 378,334 shares.
(9) Includes options to purchase 60,000 shares
(10) Includes options to purchase 60,000 shares
(11) Includes options to purchase 420,000 shares.
(12) Includes options to purchase 321,667 shares.
(13) Pioneering Management reported this ownership as of August 20, 1999.
(14) Includes all shares held by Eliahu Ben Shmuel, E.P. Family Partners, Hay
Foundation and Tropical Time, Inc. as set forth in a Stock Option Agreement
dated October 27, 1996.
(15) Marbella Resources Limited reported this ownership as of May 27, 1999.
(16) Cumberland reported this ownership as of February 14, 2000.
(17) Dimensional reported this ownership as of February 11, 2000.
(18) Franklin reported this ownership as of January 19, 2000.
(19) Includes 4,562,434 shares issuable upon the exercise of stock options for
all executive officers and directors.
2
<PAGE> 5
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.
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 next Annual Meeting in 2001 must
be received by the Company no later than January ____, 2001 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 2000 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 June ____, 2000. Shareholder proposals or notices
must be delivered to or sent certified mail, return receipt requested to Richard
Bowers, Secretary, Jan Bell Marketing, Inc., 14051 N.W. 14th Street, Sunrise,
Florida 33323.
3
<PAGE> 6
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors currently consists of nine members and is
classified into three classes with each class holding office for a three-year
period. The terms of Messrs. Arguetty, Bashan and Offermann expire in 2000; the
terms of Messrs. Epstein and Grayson and Ms. Gilliam expire in 2001; and the
terms of Messrs. Bedol, Getz and Robison expire in 2002. Under the Bylaws, the
number of directors may be increased to thirteen. The Certificate of
Incorporation restricts the removal of directors under certain circumstances.
The following persons are to be elected at the meeting for terms expiring
in 2003: Messrs. Arguetty, Offermann and Weinstein. Mr. Boudreau is to be
elected for a term expiring in 2001. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for such 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, 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 certified mail, postage prepaid to Corporate
Secretary, Jan Bell Marketing, Inc., 14051 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.
4
<PAGE> 7
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
The names of the continuing directors, director nominees 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 54 Chairman of the Board and Chief Executive Officer of 1994
Jan Bell
Gregg Bedol 44 Director and CEO of RetailOps LLC 1996
Thomas Epstein 43 Director, Private Investor and Financial Consultant 1995
Samuel A. Getz 43 Director and CEO and President of Mayor's Division 1998
Margaret Gilliam 61 Director and President of Gilliam & Co. 1998
William Grayson 52 Director and CEO and President of Sam's Division 1998
Peter Offermann 55 Director and President of Offermann Financial, Inc. 1996
Robert G. Robison 47 Director and Partner, Morgan, Lewis & Bockius LLP 1996
David Boudreau 41 CFO, Senior Vice President of Finance and Treasurer
Marc Weinstein 45 COO, Senior Vice President of Operations
</TABLE>
The following sets forth certain biographical information with respect to
each of the foregoing persons.
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. In
May 1994, he rejoined the Company as Co-Chairman of the Board and is the current
Chairman. In May 1996, Mr. Arguetty became CEO of the Company.
GREGG BEDOL
Mr. Bedol is currently the CEO of RetailOps LLC, a retail outsourcing
service. Prior to forming Retail Ops, Mr. Bedol was Vice President at Neil Thall
Associates, an information systems consultant specializing in the retail
industry. From 1993 to 1995, he was Vice President of Information Services at
National Vision Associates.
THOMAS EPSTEIN
Mr. Epstein has been a private investor and financial consultant since
1990. Mr. Epstein was affiliated with Zaleski, Sherwood & Co., Inc. from April
1986 to September 1990. From 1980 to 1986, Mr. Epstein was employed by Bankers
Trust Company in various capacities, including Vice President. Mr. Epstein is
chairman of the Board of Directors of GSS/Array Technology Public Co., Ltd.
5
<PAGE> 8
SAMUEL A. GETZ
Mr. Getz has been the CEO and President of Mayor's Jewelers, Inc. since
1990. Mr Getz became a director of Jan Bell Marketing in July 1998 when Jan Bell
acquired Mayor's.
MARGARET GILLIAM
Since April 1997, Ms. Gilliam has been the President of Gilliam & Co., a
business advisory firm. From 1975 to March 1997, Ms. Gilliam was associated with
Credit Suisse First Boston in various capacities, including Senior Security
Analyst-Retail Trade and Soft Goods Industries and Director-Equity Research.
Prior to such time, Ms. Gilliam held similar positions with various
institutional brokerage firms, including Goldman, Sachs & Co. Ms. Gilliam is a
director of Horizon Group Properties and Oshman's Sporting Goods.
WILLIAM GRAYSON
Mr. Grayson joined Jan Bell in June 1997. From June 1995 through June
1997 he was a Senior Vice President of Macy's, and from June 1993 through June
1995 he was a Senior Vice President of Montgomery Wards. Prior to that time, he
was President of William Schneider, Inc. and a Vice President of the May
Company.
PETER OFFERMANN
Since May 1994, Mr. Offermann has been the President of Offermann
Financial, Inc., a financial consulting firm providing strategic financial
advice. From 1994 to 1999 Mr. Offermann was Executive Vice President and Chief
Financial Officer of TLC Beatrice. From 1968 through May 1994, he served in a
number of positions with Bankers Trust Company and its affiliates, including as
Managing Director of BT Investment Partners, Inc. from October 1992 through May
1994, Managing Director of BT Securities Corporation from October 1991 through
October 1992, and Managing Director of Bankers Trust Company from 1986 through
1991. Mr. Offermann serves as a director of National Auto Finance, Inc. and
Philip Services Corporation.
ROBERT ROBISON
Robert G. Robison has been a partner of the law firm of Morgan, Lewis &
Bockius LLP since 1991.
DAVID BOUDREAU
Mr. Boudreau has been the Chief Financial Officer since February 1997 and
the Senior Vice President of Finance and Treasurer since 1993. Prior to such
time and since 1986, he held various positions with Jan Bell.
MARC WEINSTEIN
Mr. Weinstein joined the Company in July 1996 as the Senior Vice
President of Human Resources and became the Chief Operating Officer in April
1997. Prior to joining Jan Bell, Mr. Weinstein was the Vice President of Human
Resources at Burger King Corporation.
6
<PAGE> 9
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 20,000 voting common shares on the
date of their initial election and 10,000 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.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings during the fiscal
year ended January 29,2000. 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, Compensation Committee and a
Nomination Committee.
The Audit Committee presently consists of Messrs. Epstein and Bedol and
Ms. Gilliam and met twice in Fiscal 1999. The Audit Committee meets with
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 presently consists of Mr. Offermann and Ms.
Gilliam did not meet during Fiscal 1999. 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.
The Nomination Committee did not hold any meetings during Fiscal 1999.
7
<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 most five highly compensated executive
officers of the Company during the fiscal year ended January 29, 2000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
--------------------------------------- COMPENSATION
OTHER AWARDS ALL OTHER
FISCAL SALARY BONUS ANNUAL OPTIONS COMPENSATION(1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION (#) ($)
- --------------------------- ------ ------ ----- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Isaac Arguetty................. 1999 $360,000 $376,088 N/A(2) 0 $15,780
Chairman of the Board 1998 360,000 509,165 N/A 0 15,785
and Chief Executive Officer 1997 360,000 506,268 N/A 1,650,000 31,185
David Boudreau................. 1999 $220,000 $101,655 N/A 0 $16,098
CFO, Senior Vice President of 1998 189,231 106,324 N/A 52,002 10,608
Finance and Treasurer 1997 180,000 100,746 N/A 300,000 10,608
Samuel A. Getz (3)............. 1999 $300,000 $113,874 N/A 0 $18,750
CEO and President of 1998 155,769 62,169 N/A 510,000 7,500
Mayor's Division
Marc Weinstein................. 1999 $200,000 $ 92,413 N/A 0 $43,050(4)
COO, Senior Vice President 1998 184,615 103,730 N/A 52,002 15,000
of Operations 1997 180,000 100,746 N/A 300,000 0
William Grayson................ 1999 $250,000 $115,517 N/A 0 $39,000(5)
CEO and President 1998 211,539 118,858 N/A 57,801 15,000
of Sam's Division 1997 123,077 111,940 N/A 405,000 10,000(6)
</TABLE>
- ----------------
(1) 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 or financial investments provided to
executive officers.
(2) Entries marked "N/A" represent information which is not reportable.
(3) Represents payments for services since joining Company on July 28, 1998.
(4) Includes a $31,800 reimbursement for a club membership used for business
development purposes.
(5) Includes a $24,000 reimbursement for a club membership used for business
development purposes.
(6) Represents a moving allowance upon commencement of employment.
Mr. Arguetty has been employed as the Chief Executive Officer since May
1996. Mr. Arguetty receives a base annual salary of $360,000 and has the
opportunity to receive an annual cash bonus based upon the achievement of
objective performance criteria, such as net income, operating cash flow and
return on working capital which are set each year by the Compensation Committee.
The agreement allows the Company to terminate Mr. Arguetty for cause without
termination benefits or without cause upon the payment of base salary and bonus
for a one year period and the vesting of certain options. If Mr. Arguetty is
terminated within a two year period after a change in control, he will receive
the continuation of base salary for up to three years plus, a lump sum cash
payment based upon the base salary or most recent annual bonus.
8
<PAGE> 11
Mr. Boudreau is employed as the Chief Financial Officer and, Senior
Vice President of Finance and Treasurer. Mr. Boudreau receives a base annual
salary of $220,000 and has the opportunity to receive an annual cash bonus based
upon the achievement of objective performance criteria, such as net income,
operating cash flow and return on working capital which are set each year by the
CEO. The agreement allows the Company to terminate Mr. Boudreau for cause
without termination benefits or without cause upon the payment of base salary
for a one year period and the vesting of certain options. If Mr. Boudreau is
terminated within a two year period after a change in control, he will receive
the payment of base salary for up to two years plus certain benefits.
Mr. Getz is employed as the CEO and President of the Mayor's Division.
Mr. Getz receives a base annual salary of $300,000 and has the opportunity to
receive an annual cash bonus based upon the achievement of objective performance
criteria, such as net income, operating cash flow and return on working capital
which are set each year by the CEO. The agreement allows the Company to
terminate Mr. Getz for cause without termination benefits or without cause upon
the payment of base salary for a one year period and the vesting of certain
options. If Mr. Getz is terminated within a two year period after a change in
control, he will receive the payment of base salary for up to two years plus
certain benefits.
Mr. Weinstein is employed as the Chief Operating Officer and Senior
Vice President of Operations. Mr. Weinstein receives a base annual salary of
$200,000 and has the opportunity to receive an annual cash bonus based upon the
achievement of objective performance criteria, such as net income, operating
cash flow and return on working capital which are set each year by the CEO. The
agreement allows the Company to terminate Mr. Weinstein for cause without
termination benefits or without cause upon the payment of base salary for a one
year period and the vesting of certain options. If Mr. Weinstein is terminated
within a two year period after a change in control, he will receive the payment
of base salary for up to two years plus certain benefits.
Mr. Grayson is employed as the CEO and President of the Sam's Division.
Mr. Grayson receives a base annual salary of $250,000 and has the opportunity to
receive an annual cash bonus based upon the achievement of objective performance
criteria, such as net income, operating cash flow and return on working capital
which are set each year by the CEO. The agreement allows the Company to
terminate Mr. Grayson for cause without termination benefits or without cause
upon the payment of base salary for a one year period and the vesting of certain
options. If Mr. Grayson is terminated within a two year period after a change in
control, he will receive the payment of base salary for up to two years plus
certain benefits.
9
<PAGE> 12
CERTAIN TRANSACTIONS
Mayor's leased a building from a trust in which Samuel A. Getz is a
beneficiary. Rent expense was $118,036 during Fiscal 1999. The lease ended May,
1999.
The law firm of Morgan, Lewis & Bockius LLP of which Mr. Robison is a
partner performs certain legal services for the Company.
Mr. Epstein serves as a financial consultant to the Company pursuant to
a consulting agreement effective as of February 1998. The agreement is
terminable at will by either party and provides for monthly payments for each
transaction of $5,000 plus a payment of $100,000 for the successful completion
of transactions valued at less than $50 million and a payment of $200,000 for
the successful completion of transactions greater than $50 million. Mr. Epstein
received $5,000 in Fiscal 1999 for consultation regarding a possible
acquisition.
In connection with the closing of the Company's operations in Israel,
Mr. Bashan purchased certain inventory for $2,113,811. The goods were sold in an
arm's length transaction on an "as is" basis with no warranties or right of
return. Payment for the goods is being made in 24 equal monthly installments
with 10% interest commencing as of January 1, 2000. Mr. Bashan further provided
a personal guaranty.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
The following table shows stock option exercises by named officers in
Fiscal 1999, 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 29, 2000. 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 fiscal year-end
price of $ 3.0625 per share of common stock.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL AT FISCAL
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED VALUE ------------------ --------------
ON EXERCISE REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Isaac Arguetty............... 0 0 2,596,667/183,333 1,064,584/126,041
David Boudreau............... 0 0 420,100/72,002 45,000/1,250
Samuel A. Getz............... 0 0 272,000/238,000 0/0
William Grayson.............. 0 0 378,334/84,467 57,396/1,667
Marc Weinstein............... 0 0 321,667/75,335 62,292/1,458
</TABLE>
- --------------
(1) Fair market value of shares at exercise minus the exercise price.
10
<PAGE> 13
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 January 1,
1995 in Jan Bell stock and $100 invested at that time in each of the indexes.
The comparison assumes that dividends are reinvested.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------- ---------- ----------- ------------------ ------------------ ----------------
1/95 1/96 1/97 1/98 1/99 1/00
<S> <C> <C> <C> <C> <C> <C>
Jan Bell Marketing, Inc. 100 88 73 90 221 96
Amex Market Value 100 125 130 156 178 214
S & P Retail (Specialty) 100 93 102 109 100 68
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to the Company's Chief Executive Officer
("CEO") and the other most highly compensated executive officers during Fiscal
1999. 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 Compensation Committee
consisting of Mr. Offermann and Ms. Gilliam for Fiscal 1999 prepared the
following report. The Compensation Committee is composed entirely of directors
who have never been employees of the Company.
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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. Arguetty as CEO, the
Committee acts as the approving body.
Executive compensation has been designed to:
o Support a pay for performance policy that provides compensation
amounts based both on overall corporate results and individual
performance;
o Motivate executives to achieve business initiatives and reward
them for their achievement;
o 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
o Align the interests of executives with the long-term interests of
stockholders through award opportunities based on stock
performance.
At present, executive compensation is comprised of base salary, annual
bonus cash incentive opportunities based on subjective analysis and objective
criteria, 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 base salary) comprises a significant
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 executive
compensation, the Company and the Committee strive to balance short and
long-term incentive objectives and utilize prudent judgment in reviewing
performance matters and incentive payments. 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 continuing to review
the regulations and will generally seek to structure compensation to provide for
maximum deductibility, recognizing that there may be circumstances in which the
Company's interests are best served otherwise.
ANNUAL COMPENSATION PROGRAM
Annual total cash compensation for senior management consists of base
salary and objective and discretionary bonuses as percentages of base salary.
The Company has a cash bonus arrangement for executives which is based upon the
achievement of specific criteria and goals, such as net income, operating cash
flow, and return on working capital. Accordingly, total annual cash compensation
will vary each year based on Company performance and profitability as well as a
subjective and objective evaluation of each executive's contribution to that
performance. Base salaries for the named executive officers are set forth in
employment agreements.
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<PAGE> 15
Consistent with the focus on performance based compensation, Mr.
Arguetty's target bonus opportunity in Fiscal 1999 was set at 100% of his base
salary and completely attributable to corporate performance. In light of such
considerations, Mr. Arguetty's Fiscal 1999 bonus was $376,088.
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 are generally not considered. The stock options are a right
to purchase shares of common stock generally over a five to ten-year period
exercisable at the fair market value per share as of the date the option is
granted and vesting in increments over a 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. The vesting and
exercisability of options granted to the named executives are generally subject
to continued employment and/or the Company achieving certain profitability
levels in each year.
The Committee has generally granted stock options each year to
executive officers pursuant to shareholder approved plans as well as options at
the time an executive commences employment. The Committee granted no options in
Fiscal 1999 to the named executives.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS: PETER OFFERMANN AND MARGARET GILLIAM.
CORPORATE NAME CHANGE
In order to reflect the future growth and expansion of the Company's
luxury jewelry operations, management and the Board recommend that the Company
change its corporate name from Jan Bell Marketing, Inc. to Mayor's Jewelers,
Inc. The proposed name change will further assist the Company in developing the
brand name identity of the Mayor's retail stores on a national basis.
The Certificate of Incorporation will be amended to reflect the name
change, and the affirmative vote of a majority of the issued and outstanding
shares is required. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE NAME CHANGE.
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 February 3, 2001 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 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.
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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 29, 2000 (except for certain exhibits thereto) may be obtained, free of
charge, upon written request by any shareholder to Jan Bell Marketing, Inc.,
14051 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: May _____, 2000
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PROXY
Jan Bell Marketing, Inc.
14051 N.W. 14th Street
Sunrise, Florida 33323
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Vincent Tubito 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
May 18, 2000, at the Annual Meeting of Shareholders to be held on or about June
30, 2000 or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for an individual nominee,
strike a line through the nominee's name below.)
Isaac Arguetty David Boudreau
Peter Offermann Marc Weinstein
2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME TO
MAYOR'S JEWELERS, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 PROPOSALS 2 and 3.
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: , 2000
-------------------------
(Be sure to date this Proxy)
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Signature
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Signature
