SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential,For Use of the Commission Only (as permitted Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
NINE WEST GROUP INC.
...............................................................................
(Name of Registrant as Specified in Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 1998
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, June 4, 1998, at 10:00 A.M. at the Company's principal offices located
at Nine West Plaza, 1129 Westchester Avenue, White Plains, New York 10604-3529,
for the following purposes:
1. To elect two Class II 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 April 17, 1998 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
White Plains, New York Joel K. Bedol
April 30, 1998 Secretary
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 1998
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 Nine West Plaza, 1129 Westchester Avenue, White Plains, New York
10604-3529, on Thursday, June 4, 1998, commencing at 10:00 A.M., and at all
adjournments thereof (the "Annual Meeting"). The mailing address of the Company
is Nine West Plaza, 1129 Westchester Avenue, White Plains, New York 10604-3529,
and its telephone number is (914) 640-6400. This Proxy Statement is first being
mailed on or about April 30, 1998. Only stockholders of record at the close of
business on April 17, 1998 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 April 17, 1998 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 April 17, 1998, there were 35,919,664 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 I
directors, Messrs. Goldsmith and Pascarella, expires in 2000; and the term of
the current Class II directors, Messrs. Fisher and Camuto, 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. Fisher and Camuto, the nominees for Class II 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 April 17, 1998,
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 II DIRECTORS (to continue in office until 2001)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
Jerome Fisher 67 Chairman of the Board and a 1977
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 61 A director and head of product 1977
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 I DIRECTORS (to continue in office until 2000)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
C. Gerald Goldsmith 69 Financial advisor. Mr. Goldsmith 1993
also serves as a director of
American Bank Note Corporation,
Palm Beach National Bank & Trust
Company, Innkeepers USA Trust
and The Meditrust Companies.
Henry W. Pascarella 64 Attorney; Senior Counsel, Tyler 1995
Cooper & Alcorn.
CLASS III DIRECTOR (to continue in office until 1999)
Name Age Business Experience Director Since
- ---- --- ------------------- --------------
Salvatore M. Salibello 52 Managing partner of the accounting 1993
firm of Salibello & Broder.
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 six meetings during the fiscal year ended January 31, 1998
("fiscal 1997"). 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 seven meetings during fiscal 1997. 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
1997. 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 $3,000 per year. All
directors receive reimbursement of reasonable out-of-pocket expenses incurred in
connection with meetings of the Board or committees thereof.
The Company's 1993 Directors' Stock Option Plan, as amended (the
"Directors' Plan"), provides that stock options will be granted through the year
2003 to "Eligible Directors" (generally, nonemployee directors). An aggregate
of 116,340 shares of Common Stock remains available for issuance pursuant to
options not yet granted under the Directors' Plan, subject to adjustment upon
certain changes in the Company's capitalization. All options granted under the
Directors' Plan are granted as of the first business day after the annual
stockholders' meeting. Each Eligible Director is entitled to receive an option
on the grant date to acquire 5,000 shares of Common Stock at a price equal to
the fair market value of the Common Stock on that date. The options become
exercisable in successive annual increments of 33%, 34% and 33%, beginning on
the first anniversary of the date the options were granted.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation paid to the Company's Chairman
of the Board, its Chief Executive Officer, its President and Chief Operating
Officer, and an additional executive officer of the Company for the Company's
last three fiscal years.
<TABLE>
Annual Compensation Long Term Compensation Awards
------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Name and Securities Restricted
Principal Underlying Stock All Other
Position Year(1) Salary($) Bonus($)(2) Options/SARs (#) Awards($) Compensation($)(3)
- --------- ------- ---------- ----------- ---------------- ------------- ------------------
Jerome Fisher 1997 $1,035,000 $ 0 125,000 $ 0 $ 0
Chairman of 1996 1,035,000 750,000 50,000 0 2,417
the Board 1995 1,035,000 750,000 50,000 0 3,750
Vincent Camuto 1997 $1,035,000 $ 0 125,000 $ 0 $ 4,750
Chief Executive 1996 1,035,000 750,000 50,000 0 6,006
Officer 1995 1,035,000 750,000 50,000 0 3,578
and Director
Noel E. Hord(4) 1997 $ 812,121 $ 0 0 $ 0 $2,713,998(5)
President and 1996 802,091 582,812 0 0 368,216
Chief Operating 1995 544,552 500,685 100,000 2,137,500(6) 26,409
Officer
Robert C. Galvin(7) 1997 $ 340,008 $ 70,333 40,000 $ 0 $ 5,073(8)
Executive Vice 1996 306,668 243,750 20,000 0 5,358
President, Chief 1995 N/A N/A N/A N/A N/A
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 bonus earned for the
applicable fiscal year but paid during the first quarter of the subsequent
fiscal year.
(3) 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.
(4) Mr. Hord joined the Company as its President and Chief Operating Officer on
May 23, 1995 and resigned from those offices on January 27, 1998.
(5) Amount shown includes compensation of $2,681,621 paid by the Company on
March 2, 1998 pursuant to an agreement between the Company and Mr. Hord
dated February 24, 1998 with respect to the termination of his employment.
See "Employment Agreements." Amount shown also includes relocation
expenses of $27,627 paid by the Company.
(6) The 1995 amount shown is based on a closing price of $35.625 per share for
the Common Stock on May 23, 1995 (without giving effect to the diminution
of value attributable to the restrictions on the stock) 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. The Restricted Stock Agreement provided that, with
certain exceptions, such 60,000 shares were to vest as follows: (i) 10,000
shares were to vest in each of the five consecutive fiscal years commencing
with the fiscal year beginning on February 4, 1996, provided that the
Company met or exceeded its corporate annual budget for the relevant fiscal
year, and restricted shares which did not so vest were to be forfeited and
(ii) the remaining 10,000 shares were to vest in December 2000, provided
that the average Fair Market Value (as defined in the Performance Plan) of
the Company's Common Stock was 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 were open for trading ending
on and including December 15, 2000. Mr. Hord was entitled to receive
dividends declared on such shares from time to time. As of January 27,
1998, 10,000 of such shares had vested, and the remaining 50,000 shares
were forfeited as a result of Mr. Hord's resignation.
(7) 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.
(8) Amount shown includes life insurance premiums of $323.
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock option grants
made during fiscal 1997 to the individuals named in the Summary Compensation
Table. No stock appreciation rights were granted during fiscal 1997.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term(1)
- ------------------------------------------------------------------------------ --------------------------
% of Total
No. of Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal 1997 ($/Sh)(2) Date(3) 5%($) 10%($)
- ---------------- -------------------------------- ----------- ---------- --------------------------
Jerome Fisher 50,000(4) 3.1% $34.13 05/16/07 $1,073,209 $2,719,722
75,000(4) 4.6 28.00 12/16/07 1,320,679 3,346,859
Vincent Camuto 50,000(4) 3.1% $34.13 05/16/07 $1,073,209 $2,719,722
75,000(4) 4.6 28.00 12/16/07 1,320,679 3,346,859
Robert C. Galvin 20,000(5) 1.2% $34.13 05/16/07 $ 429,283 $1,087,889
20,000(4) 1.2 28.00 12/16/07 352,181 892,496
- ----------------
</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 the options expiring on May 16, 2007, based on
a price per share of $34.13 (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 $55.59 and $88.52, respectively, at May 16, 2007.
With respect to the options expiring on December 16, 2007, based on a price
per share of $28.00 (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 $45.61 and $72.63, respectively, at December 16, 2007.
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 1997 and options held at January 31, 1998 by the individuals named
in the Summary Compensation Table, and the value of those options at such date.
Only a portion of the 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>
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 $0 160,000 231,666 $31,459 $18,875
Vincent Camuto 0 0 206,900 231,666 31,459 18,875
Noel E. Hord 0 0 40,000 0 0 0
Robert C. Galvin 0 0 20,000 60,000 0 0
- ----------------
</TABLE>
(1) Based upon a price of $25.6875 per share (the closing price of the Common
Stock on January 31, 1998) less the applicable option exercise price.
Pension Plan
Effective January 1, 1997, the Company established a defined benefit
pension plan (the "Pension Plan") covering current employees of the Company and
certain eligible employees who were previously employed by the former Footwear
Group of The United States Shoe Corporation (the "Footwear Group"). Prior to
that time, these participants were covered under the Pension Plan for Employees
of Nine West Group Inc. (the "Prior NWG Pension Plan"), the Nine West Group Inc.
Pension Plan for Former Salaried Employees of U.S. Shoe Footwear (the "Prior
U.S. Shoe Pension Plan") and two other defined benefit pension plans maintained
by the Company.
The normal retirement benefit under the Pension Plan is equal to the
participant's accumulated cash balance account at retirement. In accordance
with the following schedule, each participant's cash balance account is credited
annually with "service credits" equal to the applicable percentage, based on the
participant's age and applicable years of service, times pensionable
compensation. Pensionable compensation under the Pension Plan is cash
compensation in the form of base pay and commissions paid, if any, including the
amount of any reductions in a participant's compensation used for elective
deferrals under a cash or deferred profit sharing plan or a cafeteria plan. All
other compensation and benefits is excluded for purposes of determining
pensionable compensation. The annual compensation of each employee taken into
account in calculating pensionable compensation under the Pension Plan may not
exceed $160,000, adjusted for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Internal Revenue Code of 1986, as amended (the
"Code"). Participants only receive "service credits" for years in which they
work at least 1,000 hours.
Age and Years of
Credited Service Applicable Percentage
---------------- ---------------------
30 and under 1.50%
30-39 2.00
40-49 2.50
50-59 3.25
60-69 4.25
70-79 5.50
80-89 7.00
90 and over 9.25
Cash balance accounts are credited monthly with interest, based on the monthly
equivalent of the 5-year U.S. Treasury Bill rates in effect on December 1 of the
preceding year, plus 0.25%.
Former participants of the four predecessor defined benefit pension plans
received an opening cash balance account equal to the present value of their
December 31, 1996 accrued benefit under the predecessor plan in which they
participated. In addition, participants of the Prior NWG Pension Plan and the
Prior U.S. Shoe Pension Plan who were age 50 or older with at least five years
of credited service on December 31, 1996 received an additional cash balance
service credit of 3% per year of service at ages 50 through 59, and 4% per year
of service at age 60 and older.
The normal form of benefit under the Pension Plan for an unmarried
participant is a single life annuity. The normal form of benefit under the
Pension Plan for a married participant is a joint and 50% survivor annuity with
his or her spouse, which is the actuarial equivalent of the cash balance account
determined by the Pension Plan formula.
In addition, a minimum guaranteed benefit was established for participants
in the Company's supplemental executive retirement plan (the "SERP") and
supplemental executive benefit plan for certain eligible employees of the
Company who were previously employed by the Footwear Group (the "U.S. Shoe
SERP") based on the participant's total accrued benefit as of December 31, 1995.
Benefit accrual under these plans ceased effective January 1, 1996. Generally,
the aggregate maximum retirement benefit payable to a participant in the Pension
Plan and either the SERP or the U.S. Shoe SERP is the greater of (i) the
aggregate amount accrued under both the Pension Plan and the SERP or the U.S.
Shoe SERP, as of December 31, 1995, considering such participant's service and
compensation only as of such date, or (ii) the benefit payable to the
participant under the Pension Plan alone, considering all of such participant's
service and pensionable compensation.
The following table sets forth estimated total annual benefits payable
under the Pension Plan and the SERP or the U.S. Shoe SERP, to each of the
individuals named in the Summary Compensation Table upon retirement at normal
retirement age. These estimates are calculated assuming each such individual
will remain employed by the Company until retirement, and that all future
pensionable compensation will be subject to the current limitation on
compensation and certain other limitations under the Code.
Estimated Total Annual
Retirement Benefit at
Normal Retirement Age 1997 Compensation
---------------------- -----------------
Jerome Fisher $152,159 $1,783,976
Vincent Camuto 93,538 758,899
Noel E. Hord 52,596 1,201,305
Robert C. Galvin 41,496 461,744
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 January 31, 1998. 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]
PEER
PERIOD NINE WEST STANDARD & POORS GROUP
ENDED GROUP INC. 500 STOCK INDEX INDEX
- ----- ---------- ---------------- -----
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
1/31/98 147 222 167
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.
The Committee believes that the bonuses payable to the officers and other
employees are intended to be at the higher end of the range of bonuses paid by
comparable companies. Bonuses are based upon a percentage of salary (excluding
car allowance and deferred compensation). Performance-based bonuses are paid in
relation to 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. Bonuses that are not
performance-based may be awarded pursuant to the attainment of certain financial
goals and other discretionary factors. The target for the Company's annual
pretax income was not achieved for fiscal 1997, and no bonuses were paid to
Messrs. Fisher and Camuto. The bonus awarded to Mr. Galvin was based upon his
achievement of certain qualitative objectives, the assumption of additional
responsibilities in connection with the Company's operations and the
consummation of certain financing transactions, acquisitions and dispositions
during fiscal 1997. Certain divisional targets were achieved for fiscal 1997,
and, accordingly, a portion of the bonuses was paid to certain divisional
officers and employees of the Company. A portion of the bonuses also was paid
to certain corporate officers and employees based on the Committee's assessment
of their individual efforts and contributions, without regard to the Company's
financial results.
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 ability to grant 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 and Camuto, the joint evaluation by the Chairman of the Board and
the Chief Executive Officer as to such officer's performance. The Committee
believes 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 first renewal terms of the respective employment agreements in 1999.
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. The amounts of the bonuses
are consistent with the recommendations of the Company's independent
compensation consultant. Such targets were not achieved for fiscal 1997, and
such bonuses were not paid.
The Committee awarded to each of Messrs. Fisher and Camuto 125,000 stock
options in fiscal 1997. In making such awards, the Committee considered 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 1998. 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 31, 1998
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. Both agreements have been automatically renewed
until February 9, 1999. 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 entered into an employment agreement with the Company which
had an initial term which commenced on May 23, 1995 and terminated on December
31, 2000. The agreement provided for an automatic two-year renewal unless
either party were to give six months' notice that the agreement would not be
renewed. The agreement provided 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. The agreement also contained provisions
addressing the consequences of termination by Mr. Hord or the Company.
Mr. Hord's employment agreement was terminated, effective January 27, 1998,
in connection with Mr. Hord's resignation as President and Chief Operating
Officer as of that date and has been superseded by an agreement entered into by
the Company and Mr. Hord, dated February 24, 1998 (the "Severance Agreement").
Pursuant to the Severance Agreement, Mr. Hord received a one-time payment of
$2,600,000, less applicable taxes, on March 2, 1998, and payments of $34,375,
less applicable taxes, on February 13, 1998 and February 27, 1998. The
Severance Agreement also provides for (i) continued medical insurance coverage,
at the expense of the Company, during the remainder of 1998 or until such
earlier time as Mr. Hord becomes eligible for coverage under a health plan of a
new employer or new business and (ii) payment for professional outplacement
services not to exceed $20,000. In addition, a stock option held by Mr. Hord
was amended to accelerate the vesting of the option with respect to 6,666 shares
of the Company's Common Stock to January 27, 1998 and to extend the expiration
date of the option with respect to an aggregate of 40,000 shares to February 29,
2000. The Severance Agreement generally provides that, until February 29, 2000,
Mr. Hord will not compete with the Company in the United States and Canada or
induce any employees of the Company to terminate their employment.
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. Marc Fisher (Jerome Fisher's son) serves as the Group
President of the Company's Jervin Private Label and Specialty Marketing
divisions. He received cash compensation (including salary and bonus) from the
Company of $985,932 for fiscal 1997. The Company has entered into an employment
agreement with Marc Fisher which has an initial term of five years that expires
February 9, 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 has been automatically renewed until February 9, 1999. 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.
Jodi Fisher Horowitz (Jerome Fisher's daughter) serves as the Company's
Director of Public Relations. She received cash compensation (including salary
and bonus) from the Company of $96,561 for fiscal 1997.
Prior to December 1997, the Company's principal executive offices were
located in Stamford, Connecticut. Those offices are leased from a limited
partnership in which Messrs. Fisher and Camuto own, in the aggregate, 15.5% of
the limited partnership interests. The Company is currently seeking to
terminate its rights under the lease by assignment or sublease. The lease
expires on December 31, 2002. Rent was approximately $2,462,953 for fiscal
1997. The Company believes that the terms of the lease are no less favorable
than those that could have been obtained from unrelated parties.
At various times during fiscal 1997, the Company made payments to American
Express on behalf of Vincent Camuto for both business and non-business charges
on his corporate American Express card. The advances for non-business charges
were repaid periodically by Mr. Camuto without interest. No such advances were
outstanding as of January 31, 1998, and the maximum amount outstanding at any
time during fiscal 1997 was $131,706.
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 April 17, 1998, 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) 2,580,618(3) 7.1%
Vincent Camuto(2) 4,582,537(4) 12.7
Noel E. Hord 50,100(5) *
Robert C. Galvin 36,667(6) *
C. Gerald Goldsmith 15,000(7) *
Salvatore M. Salibello 24,000(8) *
Henry W. Pascarella 15,000(9) *
The Capital Group Companies, Inc.(10) 5,644,790 15.7
333 South Hope Street
Los Angeles, CA 90071
GSB Investment Management, Inc.(11) 2,985,230 8.3
301 Commerce Street, Suite 2001
Fort Worth, TX 76102
J.P. Morgan & Co. Incorporated (12) 2,252,245 6.3
60 Wall Street
New York, NY 10260
All directors and 7,293,922(13) 20.0
executive officers as a
group (7 persons)
- --------------------------------
* Less than one percent.
(1) Based upon 35,919,664 shares of Common Stock issued and outstanding as of
April 17, 1998 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 April 17, 1998 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 Nine West Plaza, 1129 Westchester
Avenue, White Plains, New York 10604-3529. Such person shares voting
power, but not dispositive power, with respect to an aggregate of 7,163,155
shares of Common Stock (including 486,900 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 of 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
dispositive power with respect to such 2,359,787 shares. Amount shown
includes 220,000 shares issuable pursuant to stock options.
(4) Mr. Camuto has sole dispositive power with respect to such shares. Amount
shown includes 266,900 shares issuable pursuant to stock options.
(5) Amount shown includes 40,000 shares issuable pursuant to stock options.
(6) Amount shown includes 26,667 shares issuable pursuant to stock options and
10,000 unvested shares of restricted stock, as to which Mr. Galvin has
voting power.
(7) Amount shown includes 14,000 shares issuable pursuant to stock options.
(8) Amount shown includes 14,000 shares issuable pursuant to stock options.
(9) Amount shown includes 10,000 shares issuable pursuant to stock options.
(10) Based solely upon information presented in Amendment No. 1 to Schedule 13G,
dated February 10, 1998, filed jointly with the Securities and Exchange
Commission by The Capital Group Companies, Inc. ("CGC"), Capital Research
and Management Company ("CRM") and Capital Guardian Trust Company ("CGT"),
reporting beneficial ownership as of December 31, 1997. CRM, a wholly-
owned subsidiary of CGC, has sole dispositive power as to 3,140,000 of such
shares, as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act. CGT
has sole voting power as to 2,182,100 of such shares and sole dispositive
power as to 2,470,290 of such shares, as a result of serving as the
investment manager of various institutional accounts. The remaining shares
reported as beneficially owned by CGC are beneficially owned by Capital
International S.A., another subsidiary of CGC. The shares reported as
beneficially owned by CGC include 42,790 shares issuable upon conversion of
the Notes.
(11) Based solely upon information presented in Amendment No. 1 to Schedule 13G,
dated February 10, 1998, filed with the Securities and Exchange Commission
by GSB Investment Management, Inc. ("GSB"), reporting beneficial ownership
as of December 31, 1997. GSB has sole voting power over 1,105,065 of such
shares, sole dispositive power over 2,839,905 of such shares, and shared
dispositive power over 145,325 of such shares.
(12) Based solely upon information presented in Schedule 13G, filed with the
Securities and Exchange Commission on February 13, 1998, reporting
beneficial ownership as of December 31, 1997. J.P. Morgan & Co.
Incorporated has sole voting power as to 1,614,835 of such shares, shared
voting power as to 6,000 of such shares, sole dispositive power as to
2,230,445 of such shares and shared dispositive power as to 20,300 of such
shares.
(13) Amount shown includes 591,567 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. 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 1997.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Deloitte & Touche LLP, the Company's independent auditors, have been
selected as its independent accountants for 1998. 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 1999 Annual
Meeting of Stockholders must be received by the Company not later than December
31, 1998 for inclusion in the Company's 1999 Proxy Statement and form of proxy
relating to the 1999 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 the 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
White Plains, New York
April 30, 1998
- --------------------------------------------------------------------------------
ADMITTANCE SLIP
NINE WEST GROUP INC.
Annual Meeting of Stockholders
Place: Nine West Group Inc.
Nine West Plaza
1129 Westchester Avenue
White Plains, New York 10604-3529
Time: June 4, 1998 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.
Nine West Plaza
1129 Westchester Avenue
White Plains, NY 10604-3529
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders, June 4, 1998
The undersigned hereby appoints Jerome Fisher, Vincent Camuto 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,
June 4, 1998, commencing at 10:00 a.m., at the Company's principal offices
located at Nine West Plaza, 1129 Westchester Avenue, 1st Floor, White Plains,
New York 10604-3529, 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 NOMINEE 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>
<S> <C> <C> <C>
1. Election of Class II FOR both nominees[ ] WITHHOLD AUTHORITY to vote[ ] *EXCEPTIONS [ ]
directors listed below for both nominees listed below
</TABLE>
Nominees: Jerome Fisher and Vincent Camuto
(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:
--------------------------, 1998
(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.
