<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
[X] Definitive Proxy Statement BY RULE 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ROWE FURNITURE CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ROWE FURNITURE CORPORATION
------------------------------------------------------------------------
(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), 14a-6(i)(1), or 14a-6(1)(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:
------------------------------------------------------------------------
Notes:
<PAGE>
______________________________
______________________________
NOTICE
of
ANNUAL MEETING
of
STOCKHOLDERS
and
PROXY STATEMENT
_________________
TIME:
Tuesday, April 4, 1995
at 10:00 a.m.
PLACE:
Roanoke Airport Marriott
Roanoke, Virginia
_________________
ROWE FURNITURE CORPORATION
Salem, Virginia
______________________________
______________________________
<PAGE>
ROWE FURNITURE CORPORATION
239 Rowan Street
Salem, Virginia 24153
___________________________________________________________________________
To The Stockholders of
Rowe Furniture Corporation February 28, 1995
Notice is hereby given that the annual meeting of stockholders of
Rowe Furniture Corporation (the "Company") will be held at the Roanoke Airport
Marriott, Roanoke, Virginia, on Tuesday, April 4, 1995, at 10:00 a.m. The annual
meeting is for the purpose of considering and acting upon the election of three
directors of the Company, each for a term of three years, and to transact such
other business as may properly come before the meeting or any adjournment
thereof. The Board of Directors is not aware of any other business to come
before the annual meeting.
Any action may be taken on foregoing proposal at the meeting on the date
specified above, or on any date or dates to which the meeting may be adjourned.
Stockholders of record at the close of business on February 10, 1995, are the
stockholders entitled to vote at the meeting, and at any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
meeting in person.
By Order of the Board of Directors,
ARTHUR H. DUNKIN, Secretary-Treasurer
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
ROWE FURNITURE CORPORATION
239 Rowan Street
Salem, Virginia 24153
________________________________
PROXY STATEMENT
________________________________
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 4, 1995
________________________________
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Rowe Furniture Corporation
(hereinafter called the "Company") to be used at the Annual Meeting of
Stockholders of the Company (hereinafter called the "Meeting"), which will be
held at the Roanoke Airport Marriott, Roanoke, Virginia, on April 4, 1995, at
10:00 a.m., and all adjournments of the Meeting. The accompanying notice of
Meeting and this proxy statement are first being mailed to stockholders on or
about February 28, 1995.
All shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees set forth in
this Proxy Statement. Proxies marked as abstaining will be treated as present
for purposes of determining a quorum at the Meeting, but will not be counted as
voting on any matter for which an abstention is indicated. Proxies returned by
brokers as "non-votes" on behalf of shares held in street name will not be
treated as present for purposes of determining a quorum for the Meeting unless
they are voted by the broker on at least one matter on the agenda. Such non-
voted shares will not be counted as voting on any matter as to which a non-vote
is indicated on the broker's proxy.
The Company does not know of any matters, other than as described in the
Notice of Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will have the discretion to vote on such
matters in accordance with their best judgment.
Stockholders who execute proxies solicited by the Company's Board of
Directors retain the right to revoke them at any time. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. The presence of a stockholder at the Meeting will not
automatically revoke such stockholder's proxy. Proxies may be revoked, however,
at any time prior to its exercise by written notice to the Secretary of the
Company or the filing of a later dated proxy prior to a vote being taken on a
particular proposal at the Meeting or by attending the Meeting and voting in
person. Any written notice revoking a proxy should be delivered to Arthur H.
Dunkin, Secretary-Treasurer of the Company, at 239 Rowan Street, Salem, Virginia
24153.
<PAGE>
STOCKHOLDER APPROVAL
Although the Company's principal executive offices are located in Salem,
Virginia, the Company is incorporated under the laws of the State of Nevada.
Under Nevada law, the affirmative vote of a plurality of the shares represented
at the Meeting is required for the election of Directors. Accordingly,
withholding of authority will have no effect upon the election of Directors. The
Board of Directors of the Company unanimously recommends a vote for each of the
nominees for director.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on February 10, 1995
will be entitled to one vote for each share then held. As of February 10, 1995,
the Company had 13,727,732 shares of common stock issued and outstanding.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of February 10, 1995, by (i) each person who is
known by the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock, (ii) each director and nominee, and (iii) all
directors and executive officers as a group. The Company believes that the
individuals listed each have sole voting and investment power with respect to
such shares, except as otherwise indicated in the footnotes to the table. Unless
otherwise indicated below, the business address of each person listed below is:
c/o Rowe Furniture Corporation, 239 Rowan Street, Salem, Virginia 24153.
<TABLE>
<CAPTION>
Shares Beneficially
Owned
-----------------------
Amount of
Beneficial Percent
Ownership(1) of Class
------------ --------
Name and Address
of Beneficial Owner
- - - - - -------------------
<S> <C> <C>
Caryl S. Bentz (2) 1,172,433 8.5%
Gerald M. Birnbach (3)(4)(5) 1,544,421 11.1
Sidney J. Silver (6) 1,592,723 11.6
Arthur H. Dunkin 167,564 1.2
Keith J. Rowe (3)(7)(8) 1,402,385 10.2
Harvey I. Ptashek (9) 112,450 *
Gerald O. Woodlief (10) 60,115 *
Richard E. Cheney 78,662 *
W. Patrick Dolan 71,256 *
Charles T. Rosen 34,030 *
All directors and executive officers
as a group (9 persons) 4,289,072 30.2
</TABLE>
*Less than one percent.
<PAGE>
(1) Includes shares subject to options exercisable within 60 days of
February 10, 1995 granted to the directors and executive officers as
follows: Mr. Birnbach - 194,868, Mr. Silver - 11,250, Mr. Dunkin -
80,437, Mr. Rowe - 26,437, Mr. Ptashek - 33,750, Mr. Woodlief -
26,437, Mr. Cheney - 26,437, Mr. Dolan - 26,437 and Mr. Rosen -
26,437. Also includes shares held in retirement accounts.
(2) Ms. Bentz's business address is: 4749 Barclay Square, Roanoke,
Virginia 24018.
(3) Includes 280,098 shares held by Mr. Birnbach and Mr. Keith Rowe, as
co-trustees under the trust of FBO Michael Rowe, over which shares
these individuals exercise shared voting and investment power. Mr.
Birnbach does not have any income or residuary interest in these
shares.
(4) Includes 115,803 and 398,670 shares held as co-trustees under
irrevocable trust agreements for the descendants of D. E. Rowe, Jr.
and for the descendants of Gladys B. Rowe, respectively, over which
shares Mr. Birnbach exercises shared voting and investment power.
(5) Includes 2,430 shares held jointly by Mr. Birnbach with his wife.
Excludes 3,795 shares held by Mr. Birnbach's wife.
(6) Excludes 1,593 shares owned by Mr. Silver's wife, 1,012 shares owned
by Mr. Silver's son, 189,843 shares held by Mr. Silver's wife and son
as trustees under the irrevocable trust for the wife and descendants
of Sidney J. Silver. Includes 115,803 and 398,670 shares held as
co-trustee under irrevocable trust agreements for the descendants of
D.E. Rowe, Jr. and for the descendants of Gladys B. Rowe,
respectively, 792 shares held as co-trustee under the irrevocable
trust agreement FBO Jonathan Simon Elsberg and 15,187 shares in the
Silver, Freedman & Taff Profit Sharing Plan and Trust over which
shares Mr. Silver exercises shared voting and investment power. Mr.
Silver's business address is: c/o Silver, Freedman & Taff, L.L.P.,
1100 New York Ave., N.W., Washington, D.C. 20005.
(7) Messrs. Michael and Keith Rowe are coexecutors of the estate of
Elizabeth J. Rowe and have shared voting and investment power with
respect to 10,084 shares.
(8) Excludes 792 shares owned by Mr. Rowe's wife.
(9) Excludes 41,789 shares owned by Mr. Ptashek's wife.
(10) Excludes 72,595 shares owned by Mr. Woodlief's wife.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is composed of nine members.
Approximately one-third of the Directors are elected annually. Three Directors
are to be elected at the Meeting for terms of three years or until their
successors are elected and qualified.
Unless a contrary specification is indicated, it is intended that the
accompanying form of proxy will be voted for the election of the three nominees
named below. If any of such persons is unable, or declines, to serve, the
persons named in the accompanying proxy may vote for another person, or persons,
in their discretion. There are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.
<PAGE>
The following table sets forth certain information with respect to each
nominee for election to the Board and each Director continuing to serve.
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
Director Term to
Name Age Since Expire
---- --- -------- -------
<S> <C> <C> <C>
Gerald M. Birnbach . . . . . . . . . . . . . . . 64 1966 1998
Keith J. Rowe . . . . . . . . . . . . . . . . . 51 1977 1998
Richard E. Cheney. . . . . . . . . . . . . . . . 73 1988 1998
<CAPTION>
DIRECTORS CONTINUING TO SERVE
Director Term to
Name Age Since Expire
---- --- -------- -------
<S> <C> <C> <C>
Harvey I. Ptashek. . . . . . . . . . . . . . . . 56 1984 1997
Gerald O. Woodlief . . . . . . . . . . . . . . . 64 1982 1997
W. Patrick Dolan . . . . . . . . . . . . . . . . 54 1988 1997
Charles T. Rosen . . . . . . . . . . . . . . . . 61 1977 1996
Sidney J. Silver . . . . . . . . . . . . . . . . 60 1982 1996
Arthur H. Dunkin . . . . . . . . . . . . . . . . 49 1986 1996
</TABLE>
Gerald M. Birnbach has been in the service of the Company since 1956. He
has served as the Company's President since 1972, and Chairman of the Board
since 1976. Prior to becoming President, he was Vice President of Merchandising
and Sales.
Keith J. Rowe served as a Vice President of the Company from 1977 to
January 1993. He is presently a private investor and currently serves on the
board of directors of Enabling Technologies, Inc.
Richard E. Cheney was the Chairman of the Board of Hill & Knowlton, an
international public relations company, from 1987 to 1991 and served as the
Chairman Emeritus from 1991 to 1993. He currently serves on the boards of
directors of Chattem, Inc., C.R. Gibson Company, Holopak Technologies, Inc. and
Alpine Lace Brands and serves as a financial relations consultant to such
companies.
Harvey I. Ptashek, who has been employed by the Company since 1964, has
served as its Senior Vice President since 1984. He was the Vice President of
Sales from 1980 to 1984. Prior to that time, he held positions with the Company
as National Sales Manager and Director of Sales Administration.
Gerald O. Woodlief served as a Senior Vice President of the Company from
1982 until his retirement in December 1992. From 1949 until 1982, Mr. Woodlief
served in various manufacturing positions with the Company.
W. Patrick Dolan has served as President of W. P. Dolan & Associates, a
labor/management consulting firm since 1978.
<PAGE>
Charles T. Rosen has served as President of CTR Funding, Inc., a private
investment company, since 1975.
Sidney J. Silver has been a member of the Washington, D.C. law firm
Silver, Freedman & Taff, L.L.P. since 1972.
Arthur H. Dunkin has been the Company's Secretary-Treasurer since 1986.
Mr. Dunkin has been in the service of the Company since 1984.
Board of Directors Meetings and Committees. The Board conducts its
------------------------------------------
business through meetings of the Board and through the activities of its
committees. During the fiscal year ended November 27, 1994, the Board of
Directors held eight regular board meetings and three special board meetings. No
incumbent director of the Company attended fewer than 75 percent of the total
meetings of the Board of Directors and committee meetings on which such Board
member served during this period.
The Audit Committee of the Board of Directors consists of Messrs.
Cheney, Dolan, Rosen, Rowe and Silver. The primary functions of this committee
are to evaluate audit performance, oversee relations with the Company's
independent auditors, and evaluate internal accounting policies and procedures.
Three meetings were held by the Audit Committee during the year ended November
27, 1994.
The Executive Committee of the Board of Directors consists of Messrs.
Birnbach, Rowe, Silver, and Woodlief. This committee determines the compensation
of the executive officers of the Company. One meeting was held by the Executive
Committee during the year ended November 27, 1994.
The Stock Option Committee of the Board of Directors consists of Messrs.
Cheney, Dolan, Rosen, Rowe, and Silver. The stock option committee determines
the number of stock options to be granted to all officers and employees of the
Company. Two meetings were held by the Stock Option Committee during the year
ended November 27, 1994.
The Company's full Board of Directors act as a nominating committee for
the annual selection of nominees for election as Directors. While the Board of
Directors will consider nominees recommended by stockholders, it has not
established any procedures for this purpose.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for each of the last
three fiscal years earned by the President and each of the most highly
compensated executive officers whose individual remuneration exceeded $100,000
for the fiscal year ended November 27, 1994 (the "Named Executives").
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long-Term
Compensation
Awards
Annual ------------
Name and Compensation Number of All Other
Principal Position Year Salary Options Compensation(1)
- - - - - ------------------ ---- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Gerald M. Birnbach
Chairman and President 1994 $725,000 56,400 $1,406,930
1993 642,153 0 6,745
1992 577,260 84,375
Harvey I. Ptashek
Senior Vice President 1994 228,333 33,750 5,082
1993 210,000 0 4,947
1992 195,000 50,625
Arthur H. Dunkin
Secretary-Treasurer 1994 193,333 33,750 5,451
1993 173,333 0 5,305
1992 155,000 50,625
</TABLE>
__________________
(1) In accordance with the transitional provisions applicable to the rules
on executive officer and director compensation disclosure adopted by the
Securities and Exchange Commission, amounts of All Other Compensation
are excluded for the Company's 1992 fiscal year. Amounts under All Other
Compensation for the Company's 1993 and 1994 fiscal year were
contributed by the Company pursuant to its 401(k) Savings Plan and
includes for Mr. Birnbach in 1994 a payment of $1.4 million pursuant to
the settlement of his SERP agreement. See "--Employment Agreements."
The following table sets forth certain information concerning stock
options granted pursuant to the Company's 1983 and 1993 Stock Option and
Incentive Plans to the Names Executive Officers in 1994. No stock appreciation
rights have been awarded under such plans.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
---------------------------------
Potential
Realizable Value At
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants For Option Term
- - - - - ------------------------------------------------------------------ ----------------------
% of Total Exercise
Options OptionsGranted or Base
Granted to Employees Price Expiration
Name #(1) In Fiscal Year ($/SH) Date 5% ($) 10%($)
- - - - - ---- ------- -------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
G. M. Birnbach 38,250 23.6% $5.22 12-07-03 $125,568 $318,215
18,150 14.5% 5.50 08-18-04 62,779 159,095
H. I. Ptashek 22,500 13.9% $5.22 12-07-03 73,864 187,185
11,250 9.0% 5.50 08-18-04 38,913 98,613
A. H. Dunkin 22,500 13.9% $5.22 12-07-03 73,864 187,185
11,250 9.0% 5.50 08-18-04 38,913 98,613
</TABLE>
(1) Mr. Birnbach's 38,250 shares are excisable as follows: 50% as of
January 3, 1994 and 50% January 2, 1995. The 18,150 shares are
exercisable on January 2, 1996. Mr. Ptashek and Mr. Dunkin's
22,500 shares are exercisable as follows: 45% as of December 7, 1993
and 55% as of January 3, 1994. The 11,250 shares are exercisable as
follows: 55% as of August 18, 1994 and 45% as of January 2, 1995.
The following table sets forth information concerning the exercise of
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to each of the Named Executives:
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
-----------------------------------------------
Number of Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at 11-27-94 Options at 11-27-94
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized(1) Unexercisable Unexercisable(2)
- - - - - ---- ----------- ----------- ------------------- -------------------
<S> <C> <C> <C> <C>
Gerald M. Birnbach 41,250 $208,842 157,593/37,275 $665,564/$17,738
Harvey I. Ptashek 65,031 323,349 28,687/5,063 $15,812/$1,691
Arthur H. Dunkin 9,000 44,750 75,374/5,063 $236,278/$1,688
</TABLE>
(1) The difference between fair market value of the Company's Common
Stock and exercise price at exercise.
(2) The difference between fair market value of the Company's Common
Stock and exercise price at fiscal year end.
Supplemental Executive Retirement Plan. In January 1991, the Company
--------------------------------------
revised its Supplemental Executive Retirement Plan ("SERP") effective December
3, 1990. The Named Executives who are participants in the plan are Messrs.
Ptashek and Dunkin. The revised plan provides for a fixed retirement benefit at
age 65 of $100,000 per year for ten years for a total sum of one million
dollars. A participant who retires between the ages of 55 and 65 will receive a
reduced annual payment over a greater number of years for a total sum of one
million dollars. A participant who retires at age 53 or 54 will receive a
reduced annual payment over a greater number of years for total sums of $650,000
and $700,000, respectively. A participant who retires before age 53 will receive
a lump sum payment equal to the total amount previously accrued by the Company
for financial accounting purposes.
Employment Agreements. In December 1993, the Company revised and
---------------------
extended an existing employment agreement with Mr. Birnbach. At the time the
agreement was revised and extended, Mr. Birnbach's SERP was terminated and the
Company agreed to settle a $2,670,000 lump sum payment to which Mr. Birnbach was
entitled upon retirement pursuant to the SERP. Under the settlement the Company
agreed to pay Mr. Birnbach $1.4 million on or before December 15, 1993 and four
equal annual installments of $200,000 on or before December 15 each year
thereafter.
The agreement provides for an annual base salary, exclusive of bonuses
and increases, of $725,000 and annual salary increases based upon increases in
the Consumer Price Index. Provision is also made for a bonus for unusual efforts
made by Mr. Birnbach on behalf of the Company to be awarded in the sole
discretion of the Company's Board of Directors. The agreement also provides for
termination benefits, disability benefits, vacation and other benefits,
including the furnishing of an automobile to Mr. Birnbach. The agreement has an
eight year term.
In the event that the Company terminates Mr. Birnbach's employment
contract without cause or due to the cessation of the Company's business, other
than by reason of sale of such business, or due to a change in control of the
Company which is followed by the voluntary or involuntary termination of Mr.
Birnbach's employment, Mr. Birnbach will be entitled to the full amount of all
compensation and benefits to which he would otherwise be entitled under
<PAGE>
the agreement for the remaining term of the agreement. In addition, any benefits
Mr. Birnbach may have under any employee benefit plan shall immediately vest.
Under the agreement, for a period of two years after the voluntary or
involuntary termination of Mr. Birnbach's employment with the Company, Mr.
Birnbach may not compete or own an interest in any other business in competition
with that of the Company's business, except for the purchase and holding of
securities of any company listed upon a recognized securities exchange or traded
in a recognized security market.
The Board of Directors approved employment contracts with Messrs.
Ptashek and Dunkin in 1984 and 1985, respectively. The contracts provide that if
the officers are terminated for the convenience of the Company, without cause or
any reason related to job performance, they may receive a sum equal to their
annual base compensation for a period of two years or until the attainment of
the normal retirement age under the Company's retirement plans, whichever is
earlier.
Cash-or-Deferred Non-Qualified Executive Retirement Plan. Effective
--------------------------------------------------------
December 1, 1994, the Company adopted an unfunded Cash-or-Deferred Non-Qualified
Executive Retirement Plan (the "Executive Retirement Plan"). The Executive
Retirement Plan is designed to supplement the amounts of current income
deferrable by certain executive officers under the Company's tax-qualified
401(k) Plan. Under the Executive Retirement Plan, a participant may elect to
defer an unlimited amount of his salary and bonus; however, the matching formula
for such amounts is the same as that of the 401(k) Plan. Each participant will
receive a matching Company contribution equal to (i) 75% of the first 1% to 3%
of compensation deferred and (ii) 25% of deferred amounts from 4% to 6% of
compensation. No matching contribution will be made for deferred amounts in
excess of 6% of salary and bonus. In its discretion, the Board of Directors may
award supplemental credits to the account of plan participants. Participant
deferral amounts, matching credits and any supplemental credits will earn
interest equal to the then current 10-year treasury bond rate. Participants are
fully vested in the amounts credited to their plan accounts at all times.
In addition, the Executive Retirement Plan provides for the transfer
into a separate grantor trust of assets equal to the Company's obligations to
the plan participants upon the occurrence of certain events, including a change
in control of the Company. As of December 1, 1994, only the Named Officers
participate in the Executive Retirement Plan.
Director Compensation. Directors employed by the Company are paid fees
---------------------
at the rate of $500 per meeting and non-employee Directors receive a fee of
$1,500 per meeting. No fees are paid to members of committees appointed by the
Board of Directors. The Directors who are not employees of the Company received
the following amounts in 1994 for serving on the Company's Board of Directors:
Messrs. Cheney, Silver, Rosen, Rowe and Woodlief, $12,000 each; Directors who
are executive officers of the Company each received $4,000 in 1994 in
compensation for their service on the Company's Board of Directors. In
accordance with the 1993 Stock Option and Incentive Plan, directors who are not
employees of the Company receive automatic grants of 4,500 each on the first
Monday in February of each year. Accordingly, the following directors received
stock option awards in the amount of 4,500 each on February 7, 1994: Messrs.
Cheney, Dolan, Rosen, Rowe, Silver and Woodlief. During fiscal 1994, Mr. Silver
exercised options to purchase a total of 15,187 shares of the Common Stock,
realizing a net aggregate value of $29,250.
<PAGE>
Compensation Committee Interlocks and Insider Participation. The
-----------------------------------------------------------
members of the Company's Compensation Committee are Messrs. Birnbach, Rowe,
Silver, and Woodlief. Mr. Birnbach is currently the Company's President and
Chairman, and Messrs. Rowe and Woodlief are former officers of the Company. Mr.
Silver is a member of the law firm Silver, Freedman & Taff, which serves as
general counsel to the Company. Total fees incurred for legal services rendered
by this firm to the Company and its subsidiaries during the fiscal year ended
November 27, 1994 did not exceed 5% of such firm's gross revenues in its last
fiscal year.
Compliance with Section 16(a). Section 16(a) of the Securities Exchange
-----------------------------
Act of 1934 requires the Company's directors and executive officers, and persons
who own more than 10% of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission (the "SEC") initial reports
of ownership and reports of changes in the ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely upon information provided to
the Company by the officers and directors subject to section 16 of the
Securities Exchange Act of 1934, each of the Company's executive officers and
directors timely filed all required reports, with the exception of Director
Woodlief, who failed to file timely one report relating to one transaction.
Director Woodlief has filed an amended report which accurately reflected his
holdings of the Company's equity securities.
REPORT OF THE EXECUTIVE AND STOCK OPTION COMMITTEES
The compensation policies of the Company seek to align the compensation
of its executive officers with the Company's financial and other performance
aspects, thereby improving performance and enhancing stockholder value.
Compensation Philosophy. The Company's compensation programs are
designed to attract and retain qualified management personnel by providing
competitive compensation while, at the same time, providing incentive to enhance
stockholder value consistent with the business strategies and long-term
objectives of the Company. Accordingly, the Company's compensation programs
include the following aspects:
The compensation program includes a base salary providing competitive
compensation and reflecting the Company's financial and other performance as
well as the individual's performance.
Long-term incentive in the form of stock options are designed to reward
and retain executives over a period of years, and to align the interests of
executives with those of stockholders by relating compensation to the Company's
stock price.
Base Salaries. Base salaries are intended to compensate fairly all of
the executive officers of the Company for the effective exercise of their
responsibilities, their management of the business functions for which they are
responsible, and their extended period of service to the Company. Actual
salaries paid to the Company's executive officers are based upon their level of
experience and performance and their years of service to the Company. In fiscal
year 1994 the Named Executives received salary increases which maintain their
compensation at a competitive level and reflect the Company's improved financial
and other performance.
<PAGE>
Long-term Incentives. The Company provides long-term, stock-related
incentives to key executives and employees including the Named Executives under
the 1983 and 1993 Stock Option Plans (the "Plans"). Awards under the Plans may
be either incentive stock options, qualifying for favorable income tax
treatment, or non-qualified stock options. Awards are designed to align
management's incentives with the interests of the Company's stockholders and to
reward executives for increases in stockholder value. In December 1993 stock
options were awarded to the Named Executives in the following amounts: Mr.
Birnbach - 38,250 shares; Mr. Ptashek - 22,500 shares; and Mr. Dunkin -22,500
shares. In August 1994 stock options were awarded to the Named Executives in the
following amounts: Mr. Birnbach - 18,150 shares; Mr. Ptashek - 11,250 shares;
and Mr. Dunkin - 11,250 shares. Such awards were intended to link an adequate
portion of executive compensation to benefits produced for all other
stockholders.
Compensation of the Chief Executive Officer. Effective December 1993,
Mr. Birnbach received an increase in his salary from $641,600 to $725,000 as an
inducement to extend his contract to serve as Chairman and President of the
Company and to reward him for improvement in the Company's financial and other
performance. See "Executive Compensation - Employment Agreements."
In 1993, Section 162(m) was added to the Internal Revenue Code, the
effect of which is to eliminate the deductibility of compensation over $1
million, with certain exclusions, paid to each of certain highly compensated
executive officers of publicly held corporations, such as the Company. Section
162(m) applies to remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless expressly
excluded. The Company has included a provision in Mr. Birnbach's employment
agreement limiting his compensation to the $1 million threshold and deferring
any amount in excess of such limit. In addition, although the current
compensation of each of the Company's other executive officers is below the $1
million threshold, the Company intends to consider the new provision in
establishing future compensation policies for such officers.
COMPENSATION COMMITTEE
Gerald M. Birnbach
Keith J. Rowe
Sidney J. Silver
Gerald O. Woodlief
STOCK OPTION COMMITTEE
Richard E. Cheney
William P. Dolan
Charles I. Rosen
Keith J. Rowe
Sidney J. Silver
<PAGE>
PERFORMANCE GRAPH
The following is a line graph comparing the yearly change in the
cumulative total return on the Company's Common Stock with the cumulative total
return on the NYSE Market Index, the AMEX Market Index and the Company's peer
group index for the Company's last five fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL RETURN
Among Rowe Furniture Corporation, the NYSE Market
Index, the AMEX Market Index and the Company's Peer Group
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- - - - - ----------------------------- FISCAL YEAR ENDING -------------------------------
COMPANY 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
ROWE FURNITURE CP 100 71.05 76.17 168.52 449.90 540.43
INDUSTRY INDEX 100 66.58 89.90 124.34 168.26 134.07
NYSE MARKET INDEX 100 96.37 115.72 132.82 149.04 151.53
AMEX MARKET INDEX 100 85.44 100.27 107.90 124.51 118.51
</TABLE>
The peer group consists of household furniture manufacturing companies
with the same Standard Industrial Classification as the Company.
The Company has determined to use the NYSE Market Index instead of the
Amex Market Index in future years as a result of the listing of the Common Stock
on the New York Stock Exchange beginning in January 1994.
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors engaged the independent certified public
accounting firm of BDO Seidman to audit the records of the Company for the 1992,
1993 and 1994 fiscal years. Representatives of BDO Seidman are expected to
attend the Meeting to respond to appropriate questions and to make a statement
if they so desire. The Company's consolidated financial statements for the year
ended November 27, 1994, were examined by BDO Seidman.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next year's annual meeting of stockholders, any stockholder proposal to
take action at such meeting must be received at the Company's principal
executive offices at 239 Rowan Street, Salem, Virginia, no later than October
31, 1995. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this proxy statement.
However, if other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Company's Common Stock. In addition to
solicitation by mail, directors, officers and regular employees of the Company
may solicit proxies personally or by telegraph or telephone, without additional
compensation. The Company may also retain the services of a proxy solicitation
firm, the fees and expenses of which firm will be paid for by the Company,
although there is no present intention to retain any such firm.
The Company's annual report to stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on February 10, 1995. Any stockholder who has not received a copy of
such annual report may obtain a copy by writing to the Company. Such annual
report is not to be treated as part of the proxy solicitation materials, nor as
having been incorporated herein by reference.
ARTHUR H. DUNKIN
Secretary-Treasurer
February 28, 1995
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ROWE FURNITURE CORPORATION -- COMMON STOCK PROXY
For the Annual Meeting of Stockholders at 10:00 a.m. local time on Tuesday,
April 4, 1995, at the Roanoke Airport Marriott, Roanoke, Virginia.
The undersigned hereby appoints A. H. Dunkin and B. A. Rotramel or any one
of them with full powers of substitution as Proxies to vote the Common Stock of
Rowe Furniture Corporation (the "Company") held by the undersigned at the
above-stated Annual Meeting, and any adjournments thereof, upon the matters set
forth in the Notice of Annual Meeting of Stockholders and Proxy Statement dated
February __, 1995, as follows:
1. ELECTION OF DIRECTORS. The nominees to serve until 1998 are Messrs. Gerald M.
Birnbach, Keith J. Rowe and Richard E. Cheney.
___ VOTE FOR all nominees
___ VOTE WITHHELD for all nominees
___ VOTE FOR, except vote withheld from the following nominee:
________________________________.
In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Annual Meeting.
The Board of Directors recommends A VOTE "FOR" the election of directors.
(continued and to be signed on the reverse side)
<PAGE>
(card back)
This proxy will be voted as specified. If no specification is made, this proxy
will be voted FOR Proposal 1 and with the discretion of the Proxy or Proxies
on any other business.
-------------------------
Any proxy heretofore given by the undersigned with respect to such stock is
hereby revoked. Receipt of the Notice of the 1995 Annual Meeting and Proxy
Statement is hereby acknowledged. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
______________________________ ______________________________
SIGNATURE DATE SIGNATURE DATE
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this card. When signing as attorney, trustee, executor, administrator or
guardian, please give your FULL title. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
