UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20509
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Exchange Act of 1934 (Amendment No. )
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Nine West Group Inc.
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(Name of Registrant as Specified In Its Charter)
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NINE WEST GROUP INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 1997
To the Stockholders of Nine West Group Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of Nine
West Group Inc. (the "Company"), a Delaware corporation, will be held on
Thursday, May 15, 1997, at 10:00 a.m. at the Company's principal offices located
at 9 West Broad Street, Stamford, Connecticut 06902, for the following
purposes:
1. To elect two Class I directors; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on March 25, 1997 are
entitled to notice of, and to vote at, the meeting.
You are cordially invited to attend the meeting. If you plan to attend the
meeting, please bring with you the Admittance Slip printed on the back of the
Proxy Statement. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. YOU MAY
REVOKE YOUR PROXY BY SUBMITTING A WRITTEN REVOCATION OR A LATER-DATED PROXY OR
BY ATTENDING THE MEETING AND VOTING IN PERSON. THE PROXY IS SOLICITED BY AND ON
BEHALF OF THE BOARD OF DIRECTORS.
By Order of the Board of Directors
Stamford, Connecticut Joel K. Bedol
April 14, 1997 Secretary
NINE WEST GROUP INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of NINE WEST GROUP INC., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company to be held at the Company's principal offices
located at 9 West Broad Street, Stamford, Connecticut 06902 on Thursday, May
15, 1997, commencing at 10:00 a.m., and at all adjournments thereof (the "Annual
Meeting"). The mailing address of the Company is 9 West Broad Street, Stamford,
Connecticut 06902, and its telephone number is (203) 324-7567. This Proxy
Statement is first being mailed on or about April 14, 1997. Only stockholders
of record at the close of business on March 25, 1997 are entitled to notice of,
and to vote at, the Annual Meeting.
VOTING PROCEDURES
Pursuant to the Second Amended and Restated By-laws of the Company (the
"By-laws"), the Board has fixed the close of business on March 25, 1997 as the
record date for the Annual Meeting. Only stockholders of record at the close of
business on that date are entitled to notice of, and to vote at, the Annual
Meeting. As of March 25, 1997, there were 35,800,113 shares of common stock of
the Company (the "Common Stock") issued and outstanding. Each stockholder is
entitled to one vote in person or by proxy for each share held. A quorum
(holders of a majority of the Common Stock issued and outstanding and present at
the Annual Meeting in person or by proxy) is required for votes taken at the
Annual Meeting to be valid. After a quorum has been established, the
affirmative vote of the holders of a majority of the Common Stock present at the
Annual Meeting in person or by proxy shall be required for the election of any
director or for the approval of any other matter that is submitted to a vote of
the stockholders at the Annual Meeting.
Abstentions from voting will be included for purposes of determining the
presence of a quorum and whether the requisite number of affirmative votes are
received on any matters submitted to a vote of the stockholders. Accordingly,
abstentions will have the same effect as a vote withheld on the election of a
director or a vote against other matters submitted to the stockholders for a
vote, as the case may be. If a broker indicates on the proxy that it does not
have discretionary authority to vote certain shares on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
ITEM 1. ELECTION OF DIRECTORS
The Board is divided into three classes. The term of the current Class III
director, Mr. Salibello, expires in 1999; the term of the current Class II
directors, Messrs. Fisher and Camuto, expires in 1998; and the term of the
current Class I directors, Messrs. Goldsmith and Pascarella, expires at the
Annual Meeting. Directors hold office until the annual meeting of stockholders
of the Company in the year in which the term of their class expires and until
their successors have been duly elected and qualified. At each annual meeting
of stockholders of the Company, the successors to the class of directors whose
term expires will be elected for a three-year term.
Messrs. Goldsmith and Pascarella, the nominees for Class I director, are
currently serving in that capacity, and each has indicated his willingness to
continue to serve if elected. Unless authority to do so is withheld, the person
named in the accompanying proxy will vote the shares represented thereby for
such nominees. While it is not anticipated that the nominees will be unable to
serve, if any of the nominees should be unable to act as a director, the persons
named in the accompanying proxy may vote for any substitute nominee proposed by
the Board (unless authority to vote for the election of the director is
withheld). The Board of Directors recommends a vote "FOR" each of the nominees.
Nominees and Continuing Directors
The following table sets forth certain information, as of March 25, 1997,
with respect to each of the nominees and with respect to each other director
whose term of office continues after the Annual Meeting. Unless noted
otherwise, the business experience shown for each individual has been his
principal occupation for at least the past five years.
NOMINEES FOR CLASS I DIRECTORS (to continue in office until 2000)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
C. Gerald Goldsmith 68 Financial advisor. Mr. Goldsmith 1993
also serves as a director of
American Bank Note Corporation,
Palm Beach National Bank & Trust
Company and Innkeepers USA Trust.
Henry W. Pascarella 63 Attorney; Senior Counsel, 1995
Tyler Cooper & Alcorn.
CLASS II DIRECTORS (to continue in office until 1998)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
Jerome Fisher 66 Chairman of the Board and a 1993
director of the Company since
its organization. Mr. Fisher
and Vincent Camuto founded the
Company in 1977. Mr. Fisher is
principally responsible for
long-range corporate strategy,
long-range financial planning,
review and evaluation of potential
mergers and acquisitions, and the
Company's international expansion.
Vincent Camuto 60 A director and head of product 1993
development of the Company since
its organization. Prior to being
named Chief Executive Officer of
the Company in May 1995, Mr. Camuto
served as President from February
1993 to May 1995. Mr. Camuto and
Jerome Fisher founded the Company
in 1977. Mr. Camuto is principally
responsible for the day-to-day
management of the Company, including
supervising the design, manufacture,
marketing and distribution of the
Company's products.
CLASS III DIRECTOR (to continue in office until 1999)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
Salvatore M. Salibello 51 Managing partner of the 1993
accounting firm of Salibello
& Broder. Mr. Salibello also
serves as a director of The
Lehigh Group Inc.
The Company and each of Messrs. Fisher and Camuto have entered into
agreements with respect to the election of directors of the Company. See
"Certain Transactions."
Board of Directors Meetings and Committees
The Board held four meetings during the fiscal year ended February 1,
1997 ("fiscal 1996"). Each director attended at least 75% of the aggregate of
(i) the number of meetings held by the Board and (ii) the number of meetings
held by all committees of the Board on which such director served as a member.
The standing committees of the Board include the Audit Committee and the
Compensation Committee.
The members of the Audit Committee are Mr. Goldsmith, as Chairman, and
Mr. Pascarella. The Audit Committee held four meetings during fiscal 1996. The
purpose of the Audit Committee is to recommend annually to the Board a firm of
independent accountants, to review the annual audit of the Company's financial
statements and to meet with the independent accountants of the Company from time
to time in order to review the Company's internal controls and financial
management practices.
The members of the Compensation Committee are Mr. Pascarella, as
Chairman, and Mr. Goldsmith. The Compensation Committee held three meetings
during fiscal 1996. The purpose of the Compensation Committee is to review and
make recommendations to the Board concerning the compensation of all officers of
the Company and compensation above certain levels to be paid to non-officer
employees; to review and make recommendations with respect to the Company's
existing compensation plans and to administer the Company's Second Amended and
Restated Stock Option Plan, the First Amended and Restated 1994 Long-Term
Performance Plan (the "Performance Plan") and the First Amended and Restated
Incentive Bonus Plan (the "Incentive Bonus Plan").
Executive officers of the Company serve at the discretion of the Board,
subject to contractual arrangements. There is no family relationship between
any of the directors or executive officers of the Company.
Director Compensation
Nonemployee directors receive an annual retainer of $36,000 per year as
compensation for their services and $3,000 for each Board or committee meeting
attended. Each committee chairman receives an additional $3,000 per year. All
directors receive reimbursement of reasonable out-of-pocket expenses incurred in
connection with meetings of the Board or committees thereof.
The Company's 1993 Directors' Stock Option Plan, as amended (the
"Directors' Plan"), provides that stock options will be granted through the year
2003 to "Eligible Directors" (generally, nonemployee directors). An aggregate
of 131,340 shares of Common Stock remains available for issuance pursuant to
options not yet granted under the Directors' Plan, subject to adjustment upon
certain changes in the Company's capitalization. All options granted under the
Directors' Plan are granted as of the first business day after the annual
stockholders' meeting. Each Eligible Director is entitled to receive an option
on the grant date to acquire 5,000 shares of Common Stock at a price equal to
the fair market value of the Common Stock on that date. The options become
exercisable in successive annual increments of 33%, 34% and 33%, beginning on
the first anniversary of the date the options were granted.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation received by the Company's
Chairman of the Board, its Chief Executive Officer, its President and Chief
Operating Officer, and an additional executive officer of the Company for the
Company's last three fiscal years.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards
--------------------------------------------
Securities
Name and Underlying Restricted
Principal Other Annual Options/ Stock All Other
Position Year(1) Salary($) Bonus($) Compensation($) SARs(#) Awards($) Compensation($)(2)
- --------- ------ ---------- -------- --------------- ---------- ---------- ------------------
Jerome Fisher 1996 $1,035,000 $750,000 $ 0 50,000 $ 0 $ 2,417
Chairman of 1995 1,035,000 750,000 0 50,000 0 3,750
the Board 1994 1,035,000 750,000 0 0 0 4,500
Vincent Camuto 1996 $1,035,000 $750,000 $ 0 50,000 $ 0 $ 6,006
Chief Executive 1995 1,035,000 750,000 0 50,000 0 3,578
Officer 1994 1,035,000 750,000 0 0 0 4,500
and Director
Noel E. Hord(3) 1996 $ 802,091 $500,685 $ 0 0 $ 0 $ 8,672
President and 1995 544,552 495,690 0 100,000 2,136,500(4) 26,409(5)
Chief Operating 1994 N/A N/A N/A N/A N/A N/A
Officer
Robert C. Galvin 1996 $ 306,668 $125,000 $ 0 20,000 $ 0 $ 5,048
(6) 1995 N/A N/A N/A N/A N/A N/A
Executive Vice 1994 N/A N/A N/A N/A N/A N/A
President, Chief
Financial Officer
and Treasurer
- -----------------
</TABLE>
(1) The Company changed its fiscal year effective June 27, 1995 to a fiscal
year ending on the Saturday closest to January 31. The disclosure above for
"1995" includes compensation for the fiscal year ended February 3, 1996 but does
not include compensation for the period from January 1, 1995 through January 27,
1995.
(2) Except as otherwise noted, amounts shown represent matching contributions
made by the Company under the Company's 401(k) Savings Plan, Executive Deferred
Compensation Plan and/or Supplemental Savings Plan.
(3) Mr. Hord joined the Company as its President and Chief Operating Officer on
May 23, 1995.
(4) Based on a closing price of $35.625 per share for the Common Stock on May
23, 1995 with respect to a total of 60,000 shares of restricted Common Stock
granted to Mr. Hord pursuant to a Restricted Stock Agreement between the Company
and Mr. Hord dated May 23, 1995. With certain exceptions, such 60,000 shares
will vest as follows: (i) 10,000 shares will vest in each of the five
consecutive fiscal years commencing with the fiscal year beginning on February
4, 1996, provided that the Company has met or exceeded its corporate annual
budget for the relevant fiscal year, and restricted shares which do not so vest
will be forfeited and (ii) the remaining 10,000 shares will vest in December
2000, provided that the average Fair Market Value (as defined in the Performance
Plan) of the Company's Common Stock is not less than $50.00 per share (subject
to certain adjustments) for a period of 45 consecutive days within the 60
consecutive days on which securities markets are open for trading ending on and
including December 15, 2000. Mr. Hord is entitled to receive dividends that may
be declared on such shares from time to time. As of February 1, 1997, 10,000 of
such shares had vested.
(5) Amount shown includes life insurance premiums of $3,306 and relocation
expenses of $20,931 paid by the Company.
(6) Mr. Galvin became the Company's Executive Vice President, Chief Financial
Officer and Treasurer effective as of April 30, 1996; from October 2, 1995 to
April 30, 1996, Mr. Galvin was Senior Vice President, Strategic Planning.
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock option grants
made during fiscal 1996 to the individuals named in the Summary Compensation
Table. No stock appreciation rights were granted during fiscal 1996.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term(1)
- --------------------------------------------------------------------------------------------------------
% of Total
No. of Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal 1996 ($/Sh)(2) Date(3) 5%($) 10%($)
- --------------------------------------------------------------------------------------------------------
Jerome Fisher 50,000(4) 4.2% $47.00 7/31/06 $1,477,902 $3,745,295
Vincent Camuto 50,000(4) 4.2 47.00 7/31/06 1,477,902 3,745,295
Robert C. Galvin 20,000(5) 1.7 47.00 7/31/06 591,161 1,498,118
- -----------------
</TABLE>
(1) The indicated 5% and 10% rates of appreciation are provided to comply with
Securities and Exchange Commission regulations and do not necessarily reflect
the views of the Company as to the likely trend in the Company's stock price.
With respect to Messrs. Camuto and Fisher, based on a price per share of $47.00
(the closing price on the date of grant), 5% and 10% rates of appreciation in
the price of the Common Stock would result in prices per share of $76.558 and
$121.906, respectively, at July 31, 2006. Actual gains, if any, on stock option
exercises and Common Stock holdings will be dependent on, among other things,
the future performance of the Common Stock and overall stock market conditions.
There can be no assurance that the amounts reflected in this table will be
achieved. Additionally, these values do not take into consideration the
provisions of the options providing for nontransferability, delayed
exercisability or termination of the options following termination of
employment.
(2) The exercise price may be paid in cash or, in the discretion of the
Compensation Committee, in shares of Common Stock already owned or to be issued
pursuant to the exercise, valued at fair market value on the date of exercise,
or a combination of cash and Common Stock. Upon a "Change of Control" of the
Company, all outstanding options become fully exercisable and, in the discretion
of the Compensation Committee, may be converted into SARs.
(3) The options terminate on the earlier of ten years after grant or,
generally, 30 or 90 days after termination of employment for reasons other than
normal retirement, disability or death.
(4) Options become exercisable in successive annual increments over a period of
five years, beginning on the first anniversary of the date the options were
granted.
(5) Options become exercisable in successive annual increments over a period of
three years, beginning on the first anniversary of the date the options were
granted.
Aggregated Option Exercises and Fiscal Year-End Option Values
The following table sets forth information concerning option exercises
during fiscal 1996 and options held at February 1, 1997 by the individuals named
in the Summary Compensation Table, and the value of those options at such date.
All options had exercise prices lower than the fair market value of the Common
Stock on such date ("in-the-money" options).
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
No. of
Shares No. of Securities Value of Unexercised
Acquired Value Underlying Unexercised "In-The-Money"
Name on Exercise Realized($) Options/SARs at FY-End Options/SARs at FY-End($)(1)
- ----------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Jerome Fisher 0 $0 83,334 183,332 $2,073,934 $3,627,216
Vincent Camuto 0 0 130,234 183,332 3,219,935 3,627,216
Noel E. Hord 0 0 11,112 88,888 172,236 1,377,764
Robert C. Galvin 0 0 6,667 33,333 41,252 174,998
- -----------------
</TABLE>
(1) Based upon a price of $51.625 per share (the closing price of the Common
Stock on February 1, 1997) less the applicable option exercise price.
Pension Plan
The Company maintains a Pension Plan for Employees of Nine West Group Inc.
(the "Pension Plan"). In general, the normal retirement benefit under the
Pension Plan is the equivalent of a single life annuity for a participant's life
in a monthly amount equal to the greater of (i) 40% of the participant's Average
Monthly Compensation (as defined below) minus 12.5% of the participant's Social
Security Covered Compensation (as defined below) or (ii) 27.5% of the
participant's Average Monthly Compensation. This normal retirement benefit will
be reduced if the participant has fewer than 20 years of service at normal
retirement (i.e., attainment of age 65) and will be further reduced by the
actuarial equivalent of the participant's account balance accrued as of June 30,
1989 under a prior plan. "Average Monthly Compensation" means 1/12 of the
average of the participant's annual compensation for his or her five highest
consecutive calendar years of service within the last ten completed years of
service prior to the retirement date. For Pension Plan purposes, annual
compensation may not exceed $150,000. "Social Security Covered Compensation"
means 1/12 of the average of the Social Security Wage Base (i.e., the Social
Security maximum compensation levels on which the participant and the employer
pay Social Security taxes).
The Board of Directors adopted certain amendments to the Pension Plan to
freeze benefits thereunder as of December 30, 1996. The Company is considering
the adoption of a new defined benefit plan in lieu of the Pension Plan. As of
the date hereof, such new plan has not been adopted, and no additional benefits
are being accrued under the Pension Plan.
The Company maintains a supplemental executive benefit plan ("SERP") for
certain eligible employees. Amounts under the SERP were accrued under an
unfunded arrangement to pay each individual 60% of Average Monthly Compensation
less 12.5% of Social Security Covered Compensation, reduced by the amount
payable under the Pension Plan. The maximum amount of compensation that can be
taken into account for determining benefits provided under the SERP is $350,000.
Amounts shown below for the individuals named in the Summary Compensation Table
include amounts payable pursuant to the SERP. However, because benefit accruals
under the SERP ceased effective January 1, 1996, the aggregate amount payable to
such individuals under the Pension Plan and the SERP generally will be the
greater of (i) the aggregate amount accrued as of December 31, 1995, considering
only service and compensation as of such date, and (ii) the benefit payable to
the individual under the Pension Plan only, considering the individual's service
and compensation through December 30, 1996 (the date on which Pension Plan
benefits were frozen).
Prior to December 1996, the Company had maintained a pension plan (the
"U.S. Shoe Pension Plan") benefiting current employees of the Company who were
previously employed by the former Footwear Group of The United States Shoe
Corporation ("U.S. Shoe"). In general, the normal retirement benefit under the
U.S. Shoe Pension Plan was the equivalent of a single life annuity for a
participant's life in a monthly amount equal to the product obtained by
multiplying (a) the sum of .96% of that portion of the participant's Average
Monthly Compensation up to 1/12 of the Adjusted Wage Base (as defined below)
plus 1.4% of that portion of the participant's Average Monthly Compensation in
excess of 1/12 of the Adjusted Wage Base by (b) the participant's number of
years of service (not in excess of 30). For U.S. Shoe Pension Plan purposes,
annual compensation may not exceed $150,000. "Adjusted Wage Base" means the
lesser of (i) 50% of the Social Security Wage Base and (ii) 150% of Social
Security Covered Compensation.
Effective December 31, 1996, the U.S. Shoe Pension Plan was merged with the
Pension Plan. As discussed above, benefits have been frozen under the Pension
Plan as of December 30, 1996, and, accordingly, no additional benefits are
currently being accrued thereunder.
Prior to December 1996, the Company also had maintained a supplemental
executive benefit plan (the "U.S. Shoe SERP") for certain eligible employees of
the Company who were previously employed by the former Footwear Group of U.S.
Shoe. Amounts under the U.S. Shoe SERP were accrued under an unfunded
arrangement to pay each individual the amount that would be payable under the
U.S. Shoe Pension Plan, without regard to the limitation on compensation and
certain other limitations that may apply under the Internal Revenue Code of
1986, as amended (the "Code"), reduced by the amount payable under the U.S. Shoe
Pension Plan. Amounts shown below for the individuals named in the Summary
Compensation Table include amounts payable pursuant to the U.S. Shoe SERP.
However, because benefit accruals under the U.S. Shoe SERP ceased effective
January 1, 1996, the aggregate amount payable to such individuals under the U.S.
Shoe Pension Plan and the U.S. Shoe SERP generally will be the greater of (i)
the aggregate amount accrued as of December 31, 1995, considering only service
and compensation as of such date, and (ii) the benefit payable to the individual
under the U.S. Shoe Pension Plan only, considering the individual's service and
compensation through December 30, 1996 (the date on which Pension Plan benefits
were frozen).
For the individuals named in the Summary Compensation Table, annual
compensation for Pension Plan and SERP purposes generally is the amount shown
under "Salary" in such table, and annual compensation for U.S. Shoe Pension Plan
and U.S. Shoe SERP purposes generally is the aggregate of the amounts shown
under "Salary," "Bonus" and "Other Annual Compensation." However, in each case,
applicable pensionable compensation is subject to applicable limits under the
Code and plan provisions. The estimated credited years of service, annual
compensation, and total guaranteed frozen annual benefit amounts under the
Pension Plan and SERP, with respect to Messrs. Fisher, Camuto and Galvin, and
under the Pension Plan, the U.S. Shoe Pension Plan and U.S. Shoe SERP, with
respect to Mr. Hord, each as of December 31, 1996, were as follows:
<TABLE>
<S> <C> <C> <C>
Total Guaranteed Frozen
Credited Years Annual Benefit At
Of Service 1996 Compensation December 31, 1996(3)
-------------- ----------------- ------------------------
Jerome Fisher 19.6 $1,785,601 $152,159
Vincent Camuto 19.6 909,817 93,538
Robert C. Galvin(1) 1 369,022 0
Noel E. Hord(2) 4 1,506,331 56,995
- ---------------
</TABLE>
(1) Mr. Galvin was not a participant in the plan on December 31, 1996.
(2) Prior to May 18, 1993, Mr. Hord was covered under the Pension Plan with 8.5
credited years of service.
(3) The SERP and U.S. Shoe SERP benefit amounts were frozen as of December 31,
1995, and the Pension Plan was frozen as of December 30, 1996.
The above estimated annual benefits were prepared by the Company's actuary.
Benefit amounts reflect the SERP and U.S. Shoe Serp benefit formulas and SERP
compensation limitation ($350,000). Benefit amounts shown are the annual
pension benefits payable in the form of a single life annuity at normal
retirement (attainment of age 65).
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following graph compares cumulative annual stockholder returns on
Common Stock on an indexed basis with the Standard & Poor's 500 Stock Index and
a peer group of public companies, from February 2, 1993 (the first trading date
for the Common Stock) through February 1, 1997. The graph assumes that the
value of the investment in Common Stock and in each of the indices was $100 on
February 2, 1993, and that all dividends were reinvested. The peer group index
consists of public companies in the leather footwear industry having annual net
revenues exceeding $400 million. Stockholder return for each component issuer
in the peer group is weighted to reflect such issuer's market capitalization at
the beginning of each period shown. The peer group companies consist of J.
Baker, Inc., Brown Group, Inc., Genesco Inc., The Timberland Company and
Wolverine World Wide, Inc. During fiscal 1995, the Company changed its fiscal
year end to a fiscal year ending on the Saturday closest to January 31. This
change created a four-week transition period from January 1, 1995 to January 28,
1995, which is reflected in the graph set forth below.
[GRAPH]
PERIOD NINE WEST STANDARD & POOR'S PEER
ENDED GROUP INC. 500 STOCK INDEX GROUP
- ----- ---------- ----------------- -----
2/2/93 100 100 100
12/31/93 169 105 125
12/31/94 162 104 96
1/28/95 164 106 98
2/3/96 201 144 74
2/1/97 295 178 135
REPORT OF THE COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
General
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee is composed of Messrs. Pascarella (Chairman) and Goldsmith, neither of
whom is or has been an employee of the Company. The Company's executive
compensation has three elements: base salary, annual incentive compensation and
long-term incentive compensation. The following is a summary of the
considerations underlying each element.
Base Salary
The salaries with respect to Messrs. Fisher, Camuto and Hord, which are set
forth in their respective employment agreements, were effective as of February
9, 1993 in the case of Messrs. Fisher and Camuto, and as of May 23, 1995 in the
case of Mr. Hord. Mr. Galvin's salary was effective as of October 2, 1996.
Based upon the recommendations of an independent compensation consultant
retained in connection with the Company's initial public offering, the Board
established base salaries for particular officers at the higher end of the range
of such salaries at comparable companies, in order to assure that the Company
would be competitive with more established public companies in attracting and
retaining executive talent. This group of companies for the purposes of
comparing compensation was composed of national designers, developers and
marketers of footwear and women's apparel. The Committee believes that the
compensation comparison group represents the companies with which the Company
competes for executive talent.
Annual Incentive Compensation
Each of the Company's officers, as well as certain other employees, is
eligible to receive annual cash bonus awards under the Incentive Bonus Plan.
Bonuses are based upon a percentage of salary (excluding car allowance and
deferred compensation) and are paid contingent upon the achievement of a
predetermined target for annual pretax income before allocation of corporate
overhead and bonuses for the Company and, for division executives, for their
respective divisions. Such target was achieved for fiscal 1996, and such
bonuses were paid. The Company believes that the bonus payable to such officers
and other employees was and is intended to be at the higher end of the range of
bonuses paid by comparable companies, and was consistent with the
recommendations of the Company's independent compensation consultant.
Long-Term Incentive Compensation
The Committee believes that long-term incentive compensation in the form of
stock options is the most direct way of making executive compensation dependent
upon increases in stockholder value, as such options have value only to the
extent that stock price appreciation occurs. The exercise price of each option
is the market price of the Common Stock on the date of grant. Options generally
become exercisable in successive equal annual increments over a period of three
or five years following the grant date. The Committee believes that stock
options provide the officers and other employees of the Company with greater
incentive to strive to operate the Company in a manner that directly benefits
the financial interests of the stockholders on a long-term as well as a
short-term basis. The Committee also believes that the grant of stock options
has been an important component of its success in retaining talented
individuals.
The Committee exercises its collective, subjective judgment as to the
performance of each officer and other employees in awarding stock options, based
upon such qualitative factors (without assignment of relative weights) as
leadership, team-building, response to change in the Company and the industry,
ability to creatively satisfy changing market demands, significant increases in
the officer's responsibilities, and, with respect to all officers other than
Messrs. Fisher, Camuto and Hord, the joint evaluation by the Chairman of the
Board, the Chief Executive Officer, and the President and Chief Operating
Officer, as to such officer's performance. The Committee concurs with the
recommendation of the Company's independent compensation consultant that it is
essential, in an industry characterized by rapid change and intense competition,
for the Company's compensation program to maintain the flexibility to reward
outstanding contributions which may not be immediately reflected in quantitative
performance measures but which are important to the Company's long-term success.
While an ancillary goal of the Committee in awarding stock options is to
increase the stock ownership of the Company's management, the Committee does
not, when determining the amount of stock options to award, consider the amount
of options or stock already owned by an officer. The Committee believes that to
do so could have the effect of inappropriately and inequitably penalizing or
rewarding employees based upon their personal decisions as to stock ownership
and option exercises.
The Performance Plan gives the Committee the flexibility to award options,
restricted stock, SARs and other stock-based awards to the Company's employees.
This flexibility enables the Committee to respond to changing trends in
performance-based executive compensation and to continue to compete effectively
with other companies for the talent necessary to promote the long-term success
of the Company.
Compensation of Messrs. Fisher and Camuto
Base salaries for Messrs. Fisher and Camuto were set by the Board in
connection with the Company's initial public offering, as described above under
"Base Salary." The employment agreements for each of Messrs. Fisher and Camuto,
described below under "Employment Agreements," provide for base salaries of $1.0
million per year plus a $35,000 car allowance. Such salaries will not be
adjusted (other than cost-of-living adjustments) until at least the expiration
of the initial terms of the respective employment agreements in 1998. Annual
incentive compensation for Messrs. Fisher and Camuto is payable pursuant to the
Incentive Bonus Plan described above, at the maximum rate of 75% of base salary,
if certain performance targets are achieved. Such targets were achieved for
fiscal 1996, and such bonuses were paid. The amounts of the bonuses are
consistent with the recommendations of the Company's independent compensation
consultant.
The Committee awarded to each of Messrs. Fisher and Camuto 50,000 stock
options in fiscal 1996. In making such awards, the Committee considered the
following accomplishments (on an unweighted basis) during fiscal 1996: (i) the
continued strong performance of the Common Stock and (ii) the Company's overall
performance in what was a relatively weak market for fashion and apparel.
Section 162(m) of the Code
The Committee has considered Section 162(m) of the Code regarding
"qualified performance-based compensation" paid to the Company's employees in
structuring compensation arrangements for fiscal 1997. The Committee intends to
make every effort to ensure that all such compensation awarded is fully
deductible for federal income tax purposes. However, the Committee may, from
time to time, award compensation that may not constitute "qualified performance-
based compensation" within the meaning of Section 162(m) of the Code when it
believes that such awards would be in the best interests of the Company.
Conclusion
The Committee intends to continue its practice of basing compensation on
individual and Company performance as measured by both quantitative and
qualitative factors. The Committee believes that its compensation policies
promote the goals of attracting, motivating, rewarding and retaining talented
individuals who will maximize value for the Company's stockholders.
THE COMPENSATION COMMITTEE
Henry W. Pascarella (Chairman)
C. Gerald Goldsmith
March 25, 1997
Employment Agreements
Effective February 9, 1993, the Company entered into employment agreements
with each of Messrs. Fisher and Camuto. Each agreement has an initial term of
five years, commencing as of February 9, 1993, and provides for two automatic
one-year renewals unless the employee gives prior notice to the Company that the
agreement will not be renewed. Each agreement provides for a base salary of
$1.0 million, with annual cost-of-living increases, bonuses in accordance with
the Incentive Bonus Plan or such other amount as the Board, in its discretion,
may determine, and an annual $35,000 car allowance. Each agreement also
provides that if the employee dies or becomes disabled during the initial term,
the employee's right to compensation will continue until the expiration of the
initial term. The agreements also generally provide that, during the term of
the agreement and for a period of three years following termination of their
respective employment, Messrs. Fisher and Camuto will not compete with the
Company, assist other persons or businesses that compete with the Company or
induce any employees of the Company or its affiliates to engage in any such
activities or to terminate their employment.
Mr. Hord became President and Chief Operating Officer of the Company on May
23, 1995. Mr. Hord has entered into an employment agreement with the Company
which has an initial term which commenced on May 23, 1995 and terminates on
December 31, 2000. The Agreement provides for an automatic two-year renewal
unless either party gives six months' notice that the Agreement will not be
renewed. The Agreement provides for a base salary of $750,000, with annual
increases in increments of at least $25,000, stock option and restricted stock
awards as described above, participation in the Incentive Bonus Plan and an
annual $25,000 car allowance. If Mr. Hord exercises his right to terminate the
Agreement as of December 31, 2000, the Company will pay him a termination
payment equal to his then current annual salary, payable in 12 equal monthly
installments. If the Company releases Mr. Hord from his noncompetition
covenants described below, the Company shall not be required to make any unpaid
installments of such termination payment. If the Company exercises its right to
terminate the Agreement as of December 31, 2000, the Company will pay Mr. Hord a
termination payment equal to 150% of his then current annual salary and his
annual bonus for the fiscal year preceding the year of termination, payable in
18 equal monthly installments. No termination payments are required to be made
when any disability or death payments (as described below) are payable or if the
Company terminates the Agreement at any time for Cause (as defined in the
Agreement) or if Mr. Hord terminates for Good Reason (as defined in the
Agreement). During the term of the Agreement and if the Agreement is terminated
by the Company for Disability (as defined in the Agreement) or Cause, or Mr.
Hord terminates without Good Reason, Mr. Hord may not compete with the Company
for a period of 12 months following the date of termination. If the Agreement
is terminated by the Company or Mr. Hord as of December 31, 2000, then Mr. Hord
may not compete with the Company until the last termination payment is made, as
described above. Mr. Hord is also prohibited from inducing any employees of the
Company to terminate their employment with the Company for a period of 12 months
after termination of the Agreement for any reason.
If the Agreement is terminated due to Mr. Hord's Disability, the Company
will pay Mr. Hord a total disability benefit equal to twice his annual salary at
the time the Disability began (except that if the Agreement is extended for an
additional two-year term and the Disability occurs during such renewal term, the
disability benefit will be an amount equal to six months' salary), reduced by
the amount of any disability payments payable to Mr. Hord under any Company
insurance program. Mr. Hord will also be entitled to a portion of the bonus to
which he would otherwise have been entitled with respect to the fiscal year in
which the Disability occurred. If Mr. Hord dies during the term of the
Agreement, the Company will pay his designated beneficiaries or his estate a
death benefit equal to his annual salary at the time of death (except that if
the Agreement is extended for an additional two-year term and Mr. Hord dies
during the second term, the death benefit will be an amount equal to six months'
salary), reduced by any life insurance proceeds payable under any Company
insurance program.
If Mr. Hord terminates the Agreement at any time within two years following
the occurrence of a Change in Control (as defined in the Agreement) for Good
Reason, the Company will pay Mr. Hord an amount which includes (i) a pro rata
portion of Mr. Hord's Incentive Bonus Target (as defined in the Agreement) under
the Incentive Bonus Plan for the fiscal year in which the notice of termination
is given and (ii) an amount equal to three times the sum of Mr. Hord's salary
and Incentive Bonus Target in the fiscal year in which the notice of termination
is given. If Mr. Hord terminates the Agreement for Good Reason or if the
Company terminates the Agreement without Cause, the Company will pay Mr. Hord an
amount which includes (i) the pro rata portion of his Incentive Bonus Target in
the fiscal year in which the notice of termination is given and (ii) an amount
equal to two times the sum of Mr. Hord's salary and Incentive Bonus Target in
the fiscal year in which the notice of termination is given. If Mr. Hord is
entitled to payments as described in this paragraph, the Company is required to
maintain life insurance, medical and similar benefits on Mr. Hord's behalf until
the earlier of (i) two years after the date of termination or (ii) commencement
of full-time employment with another employer.
Certain Transactions
Shareholders Agreement. Messrs. Fisher and Camuto and the Company have
entered into a Shareholders Agreement (the "Shareholders Agreement") pursuant to
which Mr. Fisher and Mr. Camuto have each agreed to vote all of the respective
shares of Common Stock owned by him for the other's nominee (which nominee may
be himself) as director in one class of directors of the Company in all
elections for such class. If either Mr. Fisher or Mr. Camuto desires a second
nominee, then each will vote all his shares of Common Stock for the other's
second nominee as director in one class of directors of the Company in all
elections for such class.
In addition, Mr. Fisher and Mr. Camuto have granted to the Company and each
other rights of first refusal with respect to any sale of 5% or more of the
Company's outstanding Common Stock, except sales in a registered public offering
or made under Rule 144. Mr. Fisher and Mr. Camuto have agreed that in the event
either of them desires to purchase additional shares of Common Stock, the other
shall have the right to purchase up to 50% of the shares to be purchased by the
other, at the same price, on the same terms and at the same time.
The Shareholders Agreement also provides that at all meetings of
stockholders of the Company, all of the shares of Common Stock held by Mr.
Fisher and Mr. Camuto will be voted in such a manner that if either Mr. Fisher
or Mr. Camuto is not in favor of the action to be taken, all of their shares
will be voted against the proposed action or, in the case of the election of
directors other than directors nominated by either of them, in a manner to
ensure that an equal number of directors will be persons satisfactory to each of
them. Messrs. Fisher and Camuto agreed to take all actions to increase or
decrease the size of the Board as may be necessary or appropriate to carry out
such intention.
The Shareholders Agreement also provides that if the Company carries
insurance on the life of Mr. Fisher or Mr. Camuto and it is determined that
proceeds of such insurance will be used to redeem shares of Common Stock held by
such person, the Company will carry the same amount of insurance on the life of
the other for the purpose of redeeming shares of Common Stock held by such other
person. In the event that the Company determines to use any such proceeds to
purchase shares of Common Stock held by Mr. Fisher or Mr. Camuto upon his death,
the purchase price per share of such Common Stock will be equal to the average
of the daily closing prices of the Common Stock for the 20 trading days
preceding the death of such person. The Company does not currently intend to
procure any such insurance. The Shareholders Agreement terminates upon the
earlier of (i) February 24, 2003 or (ii) the date Mr. Fisher or Mr. Camuto
ceases to own and/or control at least 5% of the outstanding Common Stock.
Other Transactions. During Fiscal 1996, Marc Fisher (Jerome Fisher's son)
received cash compensation (including salary and bonus) from the Company of
$982,808. The Company has entered into an employment agreement with Marc Fisher
which has an initial term of five years that expires in February 1998, and
provides for two automatic one-year renewals, unless he gives prior notice to
the Company that such agreement will not be renewed. The agreement provides for
a base salary of $500,000 with annual cost-of-living increases and bonuses in
accordance with the Incentive Bonus Plan, which compensation will continue until
the end of the renewal terms or any additional extended term if the Company
terminates Marc Fisher's employment without cause. The agreement also provides
that if Marc Fisher dies or becomes disabled during the initial term, his right
to compensation will continue until the expiration of the initial term. The
agreement also provides that during the term of this employment, and for a
period of two years following termination of his employment if he had been
offered continued employment by the Company, Marc Fisher will not compete with
the Company in the United States or Canada in product planning, design or
coordination with manufacturers with respect to women's shoes produced in
Brazil, assist other persons or businesses in engaging in any such activities or
induce any employees of the Company or its affiliates to engage in any such
activities or to terminate their employment.
The Company and the existing stockholders thereof immediately prior to
February 9, 1993, which included Mr. Fisher, Mr. Camuto, Marc Fisher and certain
of Mr. Camuto's family members, entered into an S Corporation Termination
Agreement (the "Tax Agreement") relating to their respective income tax
liabilities. Since the Company has been fully subject to corporate income
taxation since the consummation of its initial public offering, the allocation
of income and deductions between the period during which the Company was an S
corporation and the period during which the Company has been subject to
corporate income taxation may increase the taxable income of one party while
decreasing that of another party. Accordingly, the Tax Agreement is intended to
assure that taxes are borne by the Company on the one hand and stockholders on
the other hand only to the extent that such parties received the related income.
Subject to certain limitations, the Tax Agreement generally provides that the
stockholders will be indemnified by the Company with respect to federal and
state income taxes (plus interest and penalties) shifted from a Company taxable
year subsequent to the date of such termination to a taxable year in which the
Company was an S corporation, and the Company will be indemnified by such
stockholders with respect to federal and state income taxes (plus interest and
penalties) shifted from an S corporation taxable year to a C corporation taxable
year subsequent to such date. The Company will not be indemnified by such
stockholders for any federal or state income taxes that would be payable by the
Company if the Company were deemed to have been a C corporation during any
period prior to consummation of the Company's initial public offering. The
Company believes, however, that it has taken all steps necessary to qualify for
an S corporation during these prior periods.
The Company's principal executive offices in Stamford, Connecticut are
leased from a limited partnership in which Messrs. Fisher and Camuto own, in the
aggregate, 15.5% of the limited partnership interests. The lease expires on
December 31, 2002. Rent was approximately $2.1 million for fiscal 1996. The
Company believes that the terms of the lease are no less favorable than those
that could have been obtained from unrelated parties.
PRINCIPAL HOLDERS OF VOTING SECURITIES AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock, as
of the close of business on March 25, 1997, by each person known to the Company
to be deemed to be the beneficial owner of more than 5% of the issued and
outstanding shares of Common Stock; each director; the named executive officers;
and all persons, as a group, who are currently directors and named executive
officers of the Company. Each person named has sole voting and investment power
over the shares listed opposite his name, except as set forth in the footnotes
hereto.
Number of
Shares
Beneficially Percent
Name of Beneficial Owner Owned(1) of Class(1)
- ------------------------ ------------ -----------
Jerome Fisher(2) 2,510,619(3) 7.0%
Vincent Camuto(2) 4,541,109(4) 12.6
Noel E. Hord 71,112(5) *
Robert C. Galvin 6,667(6) *
C. Gerald Goldsmith 7,690(7) *
Salvatore M. Salibello 16,690(8) *
Henry W. Pascarella 8,350(9) *
The Equitable Companies 4,440,821(10) 12.4
Incorporated
787 Seventh Avenue
New York, NY 10019
Dresdner Bank AG 1,839,675(11) 5.1
Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
RCM Capital Management, L.L.C. 1,839,675(12) 5.1
Four Embarcadero Center,
Suite 2900
San Francisco, CA 94111
All directors and named 7,162,237(13) 19.8
executive officers as a
group (7 persons)
- ------------------------
* Less than one percent.
(1) Based upon 35,800,113 shares of Common Stock issued and outstanding as of
March 25, 1997 plus, as to the holder thereof only, the number of shares (i)
which underlie options held by the holder that are currently exercisable or
exercisable within 60 days of March 25, 1997 and (ii) issuable upon conversion
of the Company's 5-1/2% Convertible Subordinated Notes Due 2003 (the "Notes").
(2) The business address of such person is 9 West Broad Street, Stamford,
Connecticut 06902. Such person shares voting power, but not dispositive power,
with respect to an aggregate of 7,051,728 shares of Common Stock (including
346,902 shares issuable pursuant to stock options), pursuant to the Shareholders
Agreement described herein under "Certain Transactions." Each of such persons
disclaims beneficial ownership of such shares other than the shares as to which
such person has dispositive power, as set forth in notes (3) and (4) below.
(3) The record owner of 2,359,787 such shares is Fisher Group Limited
Partnership. Jerome Fisher is the sole stockholder and director of the general
partner of Fisher Group Limited Partnership, and, as such, has sole voting and
dispositive power with respect to such 2,359,787 shares. Amount shown includes
150,001 shares issuable pursuant to stock options.
(4) Mr. Camuto has sole dispositive power of such shares. Amount shown
includes 196,901 shares issuable pursuant to stock options.
(5) Amount shown includes 11,112 shares issuable pursuant to stock options.
(6) Amount shown consists of 6,667 shares issuable pursuant to stock options.
(7) Amount shown includes 6,690 shares issuable pursuant to stock options.
(8) Amount shown includes 6,690 shares issuable pursuant to stock options.
(9) Amount shown includes 3,350 shares issuable pursuant to stock options.
(10) Based solely upon information presented in Amendment No. 3 to Schedule 13G,
dated February 12, 1997, filed jointly by The Equitable Companies Incorporated
("The Equitable"), AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, AXA
Courtage Assurance Mutuelle and AXA, reporting beneficial ownership as of
December 31, 1996. The Equitable Life Assurance Society of the United States, a
subsidiary of The Equitable, has sole voting and dispositive power as to 436,278
of such shares, which includes 67,478 shares issuable upon conversion of the
Notes. Alliance Capital Management L.P., also a subsidiary of the Equitable, has
sole voting power as to 3,979,703 of such shares and sole dispositive power as
to 4,003,903 of such shares, which includes 126,891 shares issuable upon
conversion of the Notes. Donaldson, Lufkin & Jenrette Securities Corporation,
also a subsidiary of The Equitable, shares power to dispose of 640 of such
shares.
(11) Based solely upon information presented in Schedule 13G, dated February 7,
1997, filed by Dresdner Bank AG ("Dresdner"), reporting beneficial ownership as
of December 31, 1996. RCM Capital Management, L.L.C. ("RCM Capital"), a
wholly-owned subsidiary of Dresdner, is an investment adviser registered under
the Investment Advisers Act of 1940. Dresdner has neither sole nor shared
voting or dispositive power over such shares and has beneficial ownership
thereof only to the extent that it may be deemed to have beneficial ownership of
securities deemed to be beneficially owned by RCM Capital.
(12) Based solely upon information presented in Schedule 13G, dated February 3,
1997, filed jointly by RCM Capital, RCM Limited L.P. ("RCM Limited") and RCM
General Corporation ("RCM General"), reporting beneficial ownership as of
December 31, 1996. RCM Limited is the Managing Agent of RCM Capital, and RCM
General is the General Partner of RCM Limited. Each of RCM Capital, RCM Limited
and RCM General has sole voting power with respect to 1,274,200 shares, sole
dispositive power with respect to 1,818,675 shares and shared dispositive power
with respect to 21,000 shares; however, RCM Limited has beneficial ownership of
such shares only to the extent that it may be deemed to have beneficial
ownership of securities beneficially owned by RCM Capital, and RCM General has
beneficial ownership of such shares only to the extent that it may be deemed to
have beneficial ownership of securities beneficially owned by RCM Capital.
(13) Amount shown includes 381,411 shares issuable pursuant to stock options.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires directors, executive officers and greater than 10% stockholders of the
Company to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Other than an Annual Statement of Changes in Beneficial Ownership (Form
5), filed on March 18, 1997, amending an Initial Statement of Beneficial
Ownership (Form 3) filed on behalf of Mr. Galvin on May 7, 1996, with respect to
certain stock options granted to Mr. Galvin on October 2, 1995, to the Company's
knowledge, based solely on its review of the copies of such reports furnished to
the Company and written representations that no other reports were required, all
Section 16(a) filing requirements were complied with during fiscal 1996.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Deloitte & Touche LLP, the Company's independent auditors, have been
selected as its independent accountants for 1997. Representatives of Deloitte &
Touche LLP are expected to attend the annual meeting and will have the
opportunity to make statements and respond to appropriate questions from
stockholders.
REVOCABILITY OF PROXY
A stockholder giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a later date. A
proxy will be revoked if the stockholder who executed it is present at the
meeting and elects to vote in person.
VOTING OF PROXIES
Properly executed proxies in the accompanying form which are filed before
the meeting and not revoked will be voted in accordance with the directions and
specifications contained therein. Unless a different direction or specification
is given, properly executed proxies which are not filed and not revoked will be
voted as hereinabove described.
FUTURE PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company not later than December
18, 1997 for inclusion in the Company's 1998 Proxy Statement and form of proxy
relating to the 1998 Annual Meeting of Stockholders. Any such proposal must
comply with the requirements of Rule 14a-8 promulgated under the Exchange Act,
and with the requirements set forth in the By-Laws, a copy of which is available
upon written request to the Secretary of the Company.
OTHER BUSINESS
The Company knows of no business to be brought before Annual Meeting other
than as set forth above. If other matters properly come before the meeting, it
is the intention of the persons named in the solicited proxy to vote the proxy
on such matters in accordance with their judgment, and discretionary authority
to do so is included in the proxy.
MISCELLANEOUS
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mails, certain officers and
regular employees of the Company may solicit the return of proxies by telephone,
facsimile or other means, or personal interview, and may request brokerage
houses and custodians, nominees and fiduciaries to forward soliciting material
to their principals and will agree to reimburse them for their reasonable out-
of-pocket expenses.
Stockholders are urged to mark, sign and send in their proxies without
delay.
By Order of the Board of Directors
Joel K. Bedol
Secretary
Stamford, Connecticut
April 14, 1997
--------------------------------------------------------------------------
ADMITTANCE SLIP
NINE WEST GROUP INC.
Annual Meeting of Stockholders
Place: Nine West Group Inc.
9 West Broad Street
Stamford, Connecticut 06902
Time: May 15, 1997 10:00 a.m., Eastern Time
Please present this slip at the entrance to the meeting room. Stockholders are
permitted to bring guests; however, the Company reserves the right to limit the
number of guests of each stockholder. Notice is hereby given that photographs
for use in Company publications may be taken at the Annual Meeting. Attendees
are deemed to have waived any claim to any such photographs. Camcorders or
video taping equipment of any kind are expressly prohibited.
[PROXY CARD]
NINE WEST GROUP INC.
9 West Broad Street
Stamford, CT 06902
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders, May 15, 1997
The undersigned hereby appoints Jerome Fisher, Vincent Camuto and Noel E.
Hord, and each of them, with full power of substitution, the true and lawful
attorneys-in-fact, agents and proxies of the undersigned to vote at the Annual
Meeting of Stockholders of Nine West Group Inc. (the "Company"), to be held on
Thursday, May 15, 1997, commencing at 10:00 a.m., at the Company's principal
offices located at 9 West Broad Street, 1st Floor, Stamford, Connecticut 06902,
and all adjournments thereof, all shares of stock of the Company that the
undersigned would be entitled to vote if personally present, all in accordance
with and as more fully described in the Notice and accompanying Proxy Statement
of the Company with respect to such meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1.
(Continued and to be signed on the other side)
Nine West Group Inc.
P.O. Box 11326
New York, NY 10203-0326
...............................................................................
A VOTE FOR BOTH NOMINEES IS RECOMMENDED
---
<TABLE>
<C> <S> <S> <C>
1. Election of Class I FOR all nominees[ ] WITHHOLD AUTHORITY to vote[ ] *EXCEPTIONS [ ]
directors listed below for all nominees listed below
</TABLE>
Nominees: C. Gerald Goldsmith and Henry W. Pascarella
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions
--------------------------------------------------------------------
2. In their discretion with respect to such other business as may properly come
before the meeting and all adjournments thereof.
Change of Address and
or Comments Mark Here [ ]
The undersigned hereby acknowledges
receipt of the Notice of, and
Proxy Statement for, the aforesaid
Annual Meeting.
Please sign exactly as name(s)
appear on this proxy card. When
shares are held by joint tenants,
both should sign. When signing as
attorney-in-fact, executor,
administrator, personal
representative, trustee or
guardian, please give full
title as such. 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.
Dated:
-----------------------, 1997
(Be sure to date Proxy)
-----------------------
Signature of stockholder
-----------------------
Signature if held jointly
Votes must be indicated
(x) in Black or Blue ink. [ ]
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
