<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
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
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CHIC BY H.I.S, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
CHIC BY H.I.S, INC.
March 16, 1998
Dear Stockholder:
On behalf of the Board of Directors, I wish to extend to you a cordial
invitation to attend the Annual Meeting of Stockholders of Chic by H.I.S, Inc.,
which will be held at 10:00 a.m., New York time, on April 15, 1998 at the Doral
Tuscany Hotel, 120 East 39th Street, New York, New York.
At the Annual Meeting, the stockholders will be asked to vote on the
election of seven directors and to ratify and approve the appointment by the
Board of Directors of the Company's independent auditors of the Company's
consolidated financial statements for the fiscal year ending November 7, 1998,
and to transact such other business as may properly come before such meeting or
any adjournment or adjournments thereof.
I hope you will use this opportunity to take an active part in the affairs
of your Company by voting on the business to come before the Annual Meeting
either by executing and returning the enclosed proxy or by casting your vote in
person at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting,
whether or not you are able to attend. Accordingly, you are urged to sign, date
and mail the enclosed proxy promptly. If you later decide to attend the Annual
Meeting, you may revoke your proxy and vote in person.
Thank you.
Sincerely,
BURTON M. ROSENBERG
Chairman of the Board and
Chief Executive Officer
<PAGE>
<PAGE>
CHIC BY H.I.S, INC.
1372 BROADWAY
NEW YORK, NEW YORK 10018
------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1998
------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Chic by
H.I.S, Inc. (the 'Company') will be held on April 15, 1998 at 10:00 a.m., New
York time at the Doral Tuscany Hotel, 120 East 39th Street, New York, New York
(the 'Annual Meeting'), for the following purposes:
1. To elect seven directors of the Company to serve until the
Company's next Annual Meeting of Stockholders or until their respective
successors have been duly elected and shall have qualified;
2. To ratify and approve the appointment of BDO Seidman, LLP by the
Board of Directors as independent auditors of the Company's consolidated
financial statements for the fiscal year ending November 7, 1998; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 16, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting and at any adjournment thereof.
For the ten-day period immediately prior to the Annual Meeting, a list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection at the offices of the Company, located at 1372 Broadway, New York,
New York, for such purposes as are set forth in the General Corporation Law of
the State of Delaware.
By Order of the Board of Directors
STUART JAEGER
Secretary
March 16, 1998
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT
YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY WILL BE REVOCABLE,
EITHER IN WRITING OR BY VOTING IN PERSON AT THE ANNUAL MEETING, AT ANY TIME
BEFORE ITS EXERCISE.
<PAGE>
<PAGE>
CHIC BY H.I.S, INC.
1372 BROADWAY
NEW YORK, NEW YORK 10018
---------------------------------
PROXY STATEMENT
---------------------------------
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors (the 'Board of
Directors' or the 'Board') of Chic by H.I.S, Inc. (the 'Company') in connection
with the solicitation by the Board of Directors of proxies to be voted at the
Company's Annual Meeting of Stockholders to be held on April 15, 1998 at 10:00
a.m., New York time at the Doral Tuscany Hotel, 120 East 39th Street, New York,
New York and at any adjournment or adjournments thereof (the 'Annual Meeting'),
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders on or about March 16, 1998.
VOTING AT ANNUAL MEETING
GENERAL
The Board of Directors has fixed the close of business on March 16, 1998 as
the record date (the 'Record Date') for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
there were issued and outstanding 9,835,868 shares of the Company's Common
Stock, par value $.01 per share (the 'Common Stock'). The holders of record on
the Record Date of shares of Common Stock entitled to be voted at the Annual
Meeting are entitled to cast one vote per share on each matter submitted to a
vote at the Annual Meeting. Accordingly, a total of 9,835,868 votes are entitled
to be cast on each matter submitted to a vote at the Annual Meeting. A majority
of such votes, present in person or represented by proxy at the Annual Meeting,
will constitute a quorum for the transaction of business at the Annual Meeting.
PROXIES
Shares of Common Stock which are entitled to be voted at the Annual Meeting
and which are represented by properly executed proxies and received in time for
the Annual Meeting will be voted in accordance with the instructions indicated
on such proxies. If no instructions are indicated, such shares will be voted FOR
the election of each of the nominees indicated thereon for election as
directors, FOR the ratification and approval of the appointment by the Board of
Directors of BDO Seidman, LLP as independent auditors of the Company's
consolidated financial statements for the fiscal year ending November 7, 1998,
and in the discretion of the proxy holder as to any other matters which may
properly come before the Annual Meeting. A stockholder who has executed and
returned a proxy may revoke it at any time before it is voted at the Annual
Meeting by executing and returning a proxy bearing a later date, by giving
written notice of revocation to the Secretary of the Company bearing a date
later than the proxy or by attending the Annual Meeting and voting in person.
Shares as to which a broker indicates it has no discretion to vote, and which
are not voted, will be considered not present at the Annual Meeting for the
purpose of determining the presence of a quorum and as unvoted for approving the
election of directors and for approving the appointment of BDO Seidman, LLP as
independent auditors. Proxies marked as abstaining on any matter to be acted on
by the stockholders will be treated as present at the Annual Meeting for the
purpose of determining the presence of a quorum but will not be counted as votes
cast on such matters. The votes of stockholders present in person or represented
by proxy at the Annual Meeting will be tabulated by an inspector of elections
appointed by the Company. The inspector's duties include determining the number
of shares represented at the Annual Meeting, counting all votes and ballots and
certifying the determination of the number of shares represented and the outcome
of the balloting.
<PAGE>
<PAGE>
The Company will bear all the costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
to stockholders this Proxy Statement and accompanying materials. In addition to
the solicitation of proxies by use of the mails, the directors, officers and
employees of the Company, without additional compensation, may solicit proxies
personally or by telephone or telecopy. Arrangements will be made with brokerage
firms, banks or other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of the shares of Common Stock
held by such persons, and the Company will reimburse such brokerage firms,
banks, custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred by them in connection therewith.
VOTE REQUIRED
The affirmative vote of a plurality of the shares of Common Stock present
in person or represented by proxy at the Annual Meeting is required to elect the
nominees for election as directors of the Company at the Annual Meeting. The
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting is required to ratify and approve
the appointment of BDO Seidman, LLP as independent auditors of the Company's
consolidated financial statements for the fiscal year ending November 7, 1998.
BACKGROUND OF CHANGE IN CONTROL
On January 13, 1998 the Company received a letter dated January 12, 1998
from Herbert A. Denton of Providence Capital, Inc., notifying the Company of his
intention to nominate 10 individuals for election to the Board at the 1998
Annual Meeting of Stockholders. In order to avoid a costly and time-consuming
election contest and to further the interests of the Company's stockholders, the
Company reached an agreement with Mr. Denton to reconstitute the Board to
broaden representation on the Board. Thereafter, at a special meeting of the
Board held on February 20, 1998, the Board authorized a reduction of its size
from ten to nine members and the Board accepted the resignation of seven of its
members. The members resigning were Milan Danek, Hirsh Jacobson, Roland L.
Kimberlin, Robert F. Luehrs, Jesse S. Siegel, Rica Spector and Edward J. Walsh,
Jr. (the 'Resigning Directors'). The continuing Directors are Burton M.
Rosenberg, Richard K. Howe and Harvey Silverman (the 'Continuing Directors').
The Board then elected Arnold M. Amster, Herbert A. Denton, Daniel Rubin and
Kenneth Zimmerman (the 'New Directors') to fill the vacancies so created. The
newly reconstituted Board became effective on March 7, 1998 (the 'Effective
Date'). The two remaining vacancies on the Board may be filled by the unanimous
consent of the Directors of the reconstituted Board.
2
<PAGE>
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following table sets forth information regarding each person known by
the Company to own beneficially (as such term is defined in Rule 13d-3 under the
Exchange Act) more than 5% of the outstanding Common Stock as of the Record
Date. In accordance with the rules promulgated by the Securities and Exchange
Commission, such ownership includes shares currently owned as well as shares
which the named person has the right to acquire within 60 days, including, but
not limited to, shares which the named person has the right to acquire through
the exercise of any option, warrant or right, or through the conversion of a
security.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF COMMON STOCK PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF COMMON STOCK
- -------------------------------------------------------------- ------------------- ---------------
<S> <C> <C>
Pioneering Management Corporation(1) ......................... 879,000 8.9%
60 State Street
Boston, MA 02109
Dimensional Fund Advisors Inc.(1) ............................ 539,300 5.5
1299 Ocean Avenue
Santa Monica, California 90401
Franklin Resources, Inc.(1)(2) ............................... 970,100 9.9
777 Mariners Island Blvd.
San Mateo, California 94404
Arnold M. Amster(3) .......................................... 818,900 8.3
767 Fifth Avenue
New York, NY 10153
J. Ezra Merkin(1)(4) ......................................... 880,100 9.0
919 Third Avenue
New York, NY 10022
T. Rowe Price Associates, Inc.(1) ............................ 600,000 6.1
100 E Pratt Street
Baltimore, MD 21202
</TABLE>
- ------------
(1) Based solely on information obtained from a report on Schedule 13G filed
with the Securities and Exchange Commission.
(2) Includes securities beneficially owned by one or more open or closed-end
investment companies or other managed accounts which are advised by direct
or indirect subsidiaries of Franklin Resources, Inc., of which Charles B.
Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, Inc. may be
deemed to be beneficial owners.
(3) Includes 110,000 shares held by Mr. Amster's spouse and 54,500 shares held
by Mr. Amster's spouse, as custodian for their daughter. Also includes
25,000 shares held by the Amster Foundation, a private family foundation,
controlled by Mr. Amster. Also includes 100,000 shares held by Amster & Co.,
an investment limited partnership of which Mr. Amster is the Senior Managing
Partner. Also includes 429,400 shares held by Flex Holding Corp., a private
investment company of which Mr. Amster is the Chairman of the Board. Mr.
Amster disclaims beneficial ownership to the foregoing shares.
(4) Includes 355,578 shares of Common Stock owned by Gabriel Capital, L.P. and
524,522 shares of Common Stock owned by Ariel Fund Limited, of which J. Ezra
Merkin and Ariel Management Corp., the Investment Advisor of Ariel Fund
Limited, may be deemed to be the beneficial owner.
------------------------
To the knowledge of the Company, except as set forth above, no person
beneficially owns more than 5% of the Common Stock.
3
<PAGE>
<PAGE>
The following table sets forth beneficial and record ownership of the
Company's Common Stock as of the date hereof with respect to (i) each Resigning
Director, Continuing Director and New Director of the Company; (ii) each
executive officer named in the Summary Compensation Table under 'Executive
Compensation'; (iii) all Continuing Directors, Resigning Directors and executive
officers as a group; and (iv) all Continuing Directors, New Directors and
executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
OF COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Burton M. Rosenberg.......................................... 151,385(a) 1.5%
Milan Danek.................................................. 45,306 (b)
Richard K. Howe.............................................. 15,000(c) (b)
Hirsh Jacobson............................................... 10,000(c) (b)
Roland L. Kimberlin.......................................... 148,385(d) 1.5
Robert F. Luehrs............................................. 137,885(d) 1.4
Jesse S. Siegel.............................................. 10,000(c) (b)
Harvey Silverman............................................. 10,700(c) (b)
Rica Spector................................................. -- --
Edward J. Walsh, Jr.......................................... 12,000(c) (b)
Stephen Weiner............................................... 61,877(e) (b)
Arnold M. Amster............................................. 818,900(f) 8.3
Herbert A. Denton............................................ 85,000(g) (b)
Daniel Rubin................................................. 94,100(h) (b)
Kenneth Zimmerman............................................ 238,600(i) 2.4
All Continuing Directors and Resigning Directors and
executive officers as a group (13 persons)................. 618,538 6.2
All Continuing Directors and New Directors and executive
officers as a group (13 persons)........................... 1,823,138 18.3
</TABLE>
- ------------
(a) Includes 30,000 shares of Common Stock that Mr. Rosenberg has the right to
acquire pursuant to outstanding stock options. Also includes 4,000 shares
of Common Stock that Mr. Rosenberg's spouse has the right to acquire
pursuant to outstanding stock options, as to which shares Mr. Rosenberg
disclaims beneficial ownership.
(b) Represents less than one percent of the issued and outstanding shares of
Common Stock.
(c) Includes 10,000 shares of Common Stock that each of Messrs. Howe, Jacobson,
Siegel, Silverman and Walsh has the right to acquire pursuant to
outstanding stock options. The options held by Messrs. Jacobson, Siegel and
Walsh will expire on June 17, 1998, unless exercised prior to such date.
(d) For each of Mr. Kimberlin and Mr. Luehrs, includes 30,000 shares of Common
Stock that each has the right to acquire pursuant to outstanding stock
options. With respect to Mr. Kimberlin, also includes 4,000 shares of
Common Stock that his spouse has the right to acquire pursuant to
outstanding stock options, as to which shares Mr. Kimberlin disclaims
beneficial ownership.
(e) Includes 18,000 shares of Common Stock that Mr. Weiner has the right to
acquire pursuant to outstanding stock options and 1,930 shares of Common
Stock held by Mr. Weiner's spouse. Excludes 1,250 shares of Common Stock
held by Mr. Weiner as custodian for his son under the Uniform Gifts to
Minors Act, as to which shares Mr. Weiner disclaims beneficial ownership.
(f) See footnote (3) in the table above.
(g) Includes 1,000 shares owned by Providence Capital, Inc. over which Mr.
Denton exercises sole voting and investment powers and 80,000 shares owned
by Providence Investors, LLC over which Mr. Denton has shared voting and
investment power.
(h) Includes 35,000 shares owned by Mr. Rubin's father over which Mr. Rubin has
shared voting power.
(i) Includes an aggregate of 5,300 shares held by Zachary Zimmerman, Ryan
Zimmerman, Matthew Zimmerman and Nicole Zimmerman, which shares may be
deemed beneficially owned by Mr. Zimmerman.
4
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1)
NOMINEES FOR ELECTION AS DIRECTORS
Directors generally are elected by the affirmative vote of a plurality in
voting power present in person or represented by proxy and entitled to vote, and
hold office until the next annual meeting of stockholders and until their
successors are duly elected and qualified or until their earlier death,
resignation, removal or disqualification.
The following table sets forth certain information with respect to the
persons nominated by the Board of Directors for election as directors of the
Company at the Annual Meeting. The Company's Board of Directors currently
consists of seven members. The two remaining vacancies on the Board may be
filled by the unanimous consent of the members of the reconstituted Board.
The Board of Directors knows of no reason why any of its nominees will be
unable or will refuse to accept election. If any nominee becomes unable or
refuses to accept election, the Board of Directors either will reduce the number
of directors to be elected or select a substitute nominee. If a substitute
nominee is selected, proxies will be voted in favor of such nominee.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
- -------------------------------------------------------- --- ---------------------------- --------
<S> <C> <C> <C>
Burton M. Rosenberg..................................... 66 Chief Executive Officer; 1988
Chairman of the Board;
Director; Member of the
Office of Chairman
Arnold M. Amster........................................ 57 Director; Member of the 1998
Office of Chairman
Herbert A. Denton....................................... 50 Director 1998
Richard K. Howe......................................... 54 Director 1993
Daniel Rubin............................................ 49 Director; Member of the 1998
Office of the Chairman
Harvey Silverman........................................ 64 Director 1993
Kenneth Zimmerman....................................... 47 Director 1998
</TABLE>
------------------------
Set forth below is a summary of the business experience of each person
listed in the table above.
Burton M. Rosenberg is the Chief Executive Officer, Chairman of the Board
and Member of the Office of the Chairman of the Company and has been a director
of the Company since December 1988. Mr. Rosenberg served as the Company's Chief
Financial Officer from 1969 to 1986 and then as President and Chief Executive
Officer. Mr. Rosenberg has worked over 28 years at the Company. He holds a B.A.
and an M.A. from Brooklyn College, an M.B.A. from Columbia University, and a
Ph.D. in Economics from New York University.
Arnold M. Amster has been the Senior Managing Partner of Amster & Co. and
the Chairman of the Board of Flex Holding Corporation, both private investment
companies, and a director of BEM International, a money management firm, since
prior to 1990.
Herbert A. Denton has been the President of Providence Capital, Inc., a
private investment firm and registered broker dealer, since 1991. He is also a
director of Mesa Air Group Inc., the largest independently-owned commuter
airline in the world.
Richard K. Howe has been a director of the Company since May 1993. Since
June 1992, Mr. Howe has been a director of Back Bay Restaurant Group Inc., which
is a publicly held company. Prior to June 1992, Mr. Howe was an executive vice
president and a director of Tucker Anthony Incorporated and an officer or
director, or both, of its parent companies and affiliates and thereafter, until
March 1996, served as a consultant to those companies. In addition, from 1980 to
1987, Mr. Howe was a general partner (1980-82), an executive vice president and
a director of Prescott, Ball & Turben, a Cleveland-based investment banking
firm, and previously was a partner of Squire, Sanders & Dempsey, a
Cleveland-based law firm.
5
<PAGE>
<PAGE>
Daniel Rubin has been a Managing Partner of LDR Equities, LLC, which
engages in the management of real estate, textile and clothing businesses since
1996. He has also been a principal stockholder of Trimtex Company, a textile
manufacturer and Gorden & Ferguson, a manufacturer of men's and children
outerwear, since 1987. Mr. Rubin is also a director of Community State Bank.
Harvey Silverman became a director of the Company in 1993. Since 1986, Mr.
Silverman has been the Chief Financial Officer and Treasurer of Meltzer
Industries Corporation, a manufacturer of children's apparel. Since 1988, Mr.
Silverman has been the President of Judyanna Ltd., a sweater manufacturer. In
addition, since 1991 Mr. Silverman has been the Chairman of the Board of
Quicksilver Development Corp., a computer software developer. Mr. Silverman has
been a certified public accountant since 1962.
Kenneth Zimmerman was the founder and has been the Chief Executive Officer,
the President and the sole stockholder of Kenar Enterprises, Ltd., a privately
held women's apparel manufacturer and retailer for the past twenty-one years.
ADDITIONAL INFORMATION REGARDING THE COMPANY'S BOARD OF DIRECTORS
The Company's Board of Directors met seven times during the fiscal year
ended November 1, 1997. The Company's Board of Directors has standing
Compensation and Audit Committees, the members of each of which are elected by
the Board of Directors at its annual meeting. On the Effective Date, the Board
of Directors established an Office of the Chairman. The Board of Directors does
not have a standing nominating committee.
Prior to the Effective Date, the Compensation Committee consisted of Mr.
Jacobson, Mr. Silverman, Ms. Spector and Mr. Walsh. The Compensation Committee
met twice during the fiscal year ended November 1, 1997 and also took action by
unanimous written consent. The Compensation Committee establishes remuneration
levels for officers of the Company, reviews management organization and
development, reviews significant employee benefit programs and establishes, as
it deems appropriate, and administers executive compensation programs, including
bonuses, stock option and other equity-based programs, and other cash or stock
incentive programs.
On the Effective Date, the Board of Directors elected Herbert Denton
(Chairman), Kenneth Zimmerman, Richard Howe and Arnold Amster to serve as
members of the Compensation Committee.
Prior to the Effective Date, the Audit Committee consisted of Messrs. Howe,
Jacobson, Silverman and Walsh. The Audit Committee met twice during the fiscal
year ended November 1, 1997. The Audit Committee recommends to the Board of
Directors the independent public accountants to be selected to audit the
Company's annual financial statements and approves any special assignments given
to such accountants. The Audit Committee also reviews the planned scope of the
annual audit and the independent accountants' letter of comments and
management's responses thereto, any major accounting changes made or
contemplated and the effectiveness and efficiency of the Company's internal
accounting procedures.
On the Effective Date, the Board of Directors elected Kenneth Zimmerman
(Chairman), Daniel Rubin and Harvey Silverman to serve as members of the Audit
Committee.
The Audit and Compensation Committees consist solely of independent
directors.
On the Effective Date, the Board of Directors elected Arnold Amster, Burton
Rosenberg and Daniel Rubin to serve as members of the Office of the Chairman.
The Office of the Chairman presides at all meetings of the Board of Directors
and has such powers and will perform such duties as are from time to time
appointed by the Board of Directors.
During the fiscal year ended November 1, 1997, each of the directors
attended at least 75% of the aggregate number of the meetings of the Board of
Directors and the Committees of which such director was a member (held during
the period for which such director served).
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and beneficial owners of more than 10% of the Common Stock to
file reports of ownership and changes of ownership with the Securities and
Exchange Commission and the New York Stock Exchange. The Company believes that
during the fiscal year ended November 1, 1997, all filing requirements
applicable to its directors, executive officers and beneficial owners of more
than ten percent of the Common Stock were complied with.
6
<PAGE>
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of the Company:
<TABLE>
<CAPTION>
NAME OFFICE OR POSITIONS HELD
- ----------------------------- ------------------------------------------------------------------------
<S> <C>
Burton M. Rosenberg.......... Chairman of the Board; Chief Executive Officer; Member of the Office of
the Chairman
Milan Danek.................. Managing Director, European Operations
Christine Hadjigeorge........ Treasurer; Chief Financial Officer
Stuart Jaeger................ Controller; Secretary
Roland L. Kimberlin.......... President -- Manufacturing Operations
Robert F. Luehrs............. President
Stephen Weiner............... Executive Vice President, National Sales Manager
</TABLE>
For biographical information on Mr. Rosenberg, see 'Election of Directors.'
Milan Danek is the Managing Director, European Operations of the Company
and was a director of the Company from 1993 until the Effective Date. Mr. Danek
has worked over 24 years at the Company (during which time he has served as
Managing Director of the Company's German subsidiary) and has approximately 31
years of industry experience. His previous industry experience includes three
years at Levi Strauss in Germany, where he was the Marketing Director at the
time of his departure, and seven years with the exclusive distributor of Levi
Strauss for southern Germany and Austria.
Roland L. Kimberlin has served as an executive officer of the Company for
more than nine years, most recently as Vice President and
President -- Manufacturing Operations. Mr. Kimberlin was a director of the
Company from 1993 until the Effective Date. Prior to joining the Company in
1966, Mr. Kimberlin was employed by Ashland Oil and Refining Company, where he
held a number of positions, including regional bulk plant manager.
Robert F. Luehrs has been an executive officer of the Company for over 23
years, and has most recently served as Vice President and President of the
Company. Mr. Luehrs was a director of the Company from 1993 until the Effective
Date. Mr. Luehrs has been employed by the Company for over 38 years and, prior
to assuming his current responsibilities, served in various capacities,
including sales representative and regional sales manager. Mr. Luehrs has had
approximately 41 years experience in the apparel industry.
Christine Hadjigeorge, age 35, has been the Chief Financial Officer and
Treasurer of the Company since February 1997. Prior to joining the Company, Ms.
Hadjigeorge was a partner at BDO Seidman, LLP, a public accounting firm, where
she worked for over twelve years. Ms. Hadjigeorge is a graduate of the College
of William & Mary and a certified public accountant in the state of New York.
Stuart Jaeger, age 62, has been the Controller of the Company since 1975
and its Secretary since 1988. Mr. Jaeger has worked over 23 years with the
Company. Prior to joining the Company, Mr. Jaeger worked for 18 years as an
accountant with Brout & Company.
Stephen Weiner, age 47, has been the Executive Vice President, National
Sales Manager of the Company since 1986. Prior responsibilities with the Company
included serving as a sales trainee, a salesman for the Northern New England
States, the Major New York Accounts Manager and the Sales Manager of Chains and
National Accounts. Mr. Weiner has been employed by the Company for over 24
years.
Officers are chosen by the Board of Directors annually or at such other
time or times as the Board determines.
7
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded to, earned by or
paid to the Chief Executive Officer and the four other most highly compensated
executive officers during the fiscal years ended November 1, 1997, November 2,
1996 and November 4, 1995 for services rendered in all capacities to the Company
and its subsidiaries.
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
NUMBER OF
SECURITIES
ANNUAL COMPENSATION UNDERLYING
FISCAL YEAR ----------------------- OPTIONS
NAME AND PRINCIPAL POSITION ENDED SALARY ($) BONUS ($) GRANTED (#)
- ---------------------------------------------------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Burton M. Rosenberg ................................ 11/1/97 416,467 40,000 0
Chairman of the Board; Chief Executive Officer; 11/2/96 416,467 25,000 0
and Member of the Office of the Chairman 11/4/95 403,846 0
Robert F. Luehrs ................................... 11/1/97 320,006 40,000 0
President 11/2/96 328,512 25,000 0
11/4/95 342,324 0 10,000
Roland L. Kimberlin ................................ 11/1/97 360,965 40,000 0
President -- Manufacturing Operations 11/2/96 360,965 25,000 0
11/4/95 362,833 0 10,000
Milan Danek ........................................ 11/1/97 418,007 40,000 0
Managing Director, European Operations 11/2/96 428,112 25,000 0
11/4/95 397,906 0 10,000
Stephen Weiner ..................................... 11/1/97 312,048 35,973 0
Executive Vice President, National Sales Manager 11/2/96 293,336 22,500 0
11/4/95 287,093 0 0
</TABLE>
- ------------
(1) The column designated 'Other Annual Compensation' by the Securities and
Exchange Commission (the 'SEC') for the reporting of perquisites and other
personal benefits has been eliminated because the amounts paid to each
executive officer do not exceed the disclosure threshold established by the
SEC pursuant to applicable rules, and no other compensation required to be
reported under that column was awarded to, earned by or paid to any of the
named executive officers during the period covered by the table. In
addition, the columns designated by the SEC for the reporting of certain
long-term compensation, including awards of restricted stock and long-term
incentive plan payouts, have been eliminated as no such awards have been
granted to date, nor have any such payouts been made during the period
covered by the table, and the column designated 'All Other Compensation' has
been omitted as no compensation required to be reported under such column
was received.
8
<PAGE>
<PAGE>
OPTION EXERCISES/VALUE OF UNEXERCISED OPTIONS
The following table sets forth certain information concerning unexercised
options to purchase Common Stock of the Company held at the end of fiscal year
1997 by the named executive officers. None of the named executive officers
exercised any options during fiscal year 1997. No named executive officer has
been awarded stock appreciation rights.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY STOCK
STOCK OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
SHARES ACQUIRED VALUE ------------------------------ ----------------------------
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ --------------- ------------ -------------- ----------- -------------
EXERCISABLE
------------
<S> <C> <C> <C> <C> <C> <C>
Burton M. Rosenberg..... 0 $0 30,000 0 $54,390 $ 0
Milan Danek............. 0 0 30,000 0 54,390 0
Roland L. Kimberlin..... 0 0 30,000 0 54,390 0
Robert F. Luehrs........ 0 0 30,000 0 54,390 0
Stephen Weiner.......... 0 0 18,000 0 32,634 0
</TABLE>
- ------------
(1) Based upon the closing sale price of the Common Stock on October 31, 1997
($7.688) on the New York Stock Exchange minus the option exercise price
($5.875).
PENSION PLAN
The following table sets forth the approximate annual benefits payable upon
retirement at age 65 (and upon at least five years of service) under the Pension
Plan for Eligible Employees of Henry I. Siegel Co. (the 'Pension Plan') as a
life annuity, based on the average annual salaries and years of service
indicated.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL ----------------------------------------------
COMPENSATION 15 20 25 30 35
- --------------------------- ------ ------ ------ ------ ------
<C> <S> <C> <C> <C> <C> <C>
$ 10,000 ......................... $1,407 $1,678 $1,770 $1,864 $1,956
50,000 ......................... 1,647 1,917 2,010 2,103 2,196
100,000 ......................... 1,647 1,917 2,010 2,103 2,196
200,000 ......................... 1,647 1,917 2,010 2,103 2,196
300,000 ......................... 1,647 1,917 2,010 2,103 2,196
</TABLE>
Compensation used to determine benefits generally includes a participant's
total earned income, wages, salaries and other amounts received for services
rendered to the Company or an affiliate, excluding certain specified items such
as Company contributions to a deferred compensation plan and amounts realized in
connection with stock options or restricted stock. Annual compensation taken
into account under the Pension Plan is limited to $14,000. Benefits are computed
on a single life annuity basis and are not subject to any offset for social
security. With respect to the following individuals named in the Summary
Compensation Table, the annual current covered compensation under the plan is
$14,000, which is substantially less than the amount set forth under 'Salary' in
the Summary Compensation Table, and the estimated current credited years of
service are as follows:
<TABLE>
<S> <C>
Mr. Rosenberg..................................................................... 27 years
Mr. Danek......................................................................... 23 years
Mr. Kimberlin..................................................................... 30 years
Mr. Luehrs........................................................................ 37 years
Mr. Weiner........................................................................ 22 years
</TABLE>
9
<PAGE>
<PAGE>
CERTAIN DEATH BENEFITS
Upon recommendation of the Compensation Committee, in the first quarter of
fiscal 1994 the Board of Directors authorized the Company to pay $5 million to
the estate of Burton Rosenberg, $2 million to the estate of Robert Luehrs, $2
million to the estate of Roland Kimberlin, $2 million to the estate of Stephen
Weiner and $1 million to the estate of Milan Danek upon the death of Mr.
Rosenberg, Mr. Luehrs, Mr. Kimberlin, Mr. Weiner or Mr. Danek, respectively, if
(i) such executive is an employee of the Company at the time of his death or
(ii) retires in good standing from the Company no earlier than the date on which
such executive reaches the age of 65 and (iii) if the Company at the time of the
death of such executive is the owner and beneficiary of insurance on his life in
the principal amount to be paid. In March, 1997, the death benefit payable to
the estate of Milan Danek was increased to $2 million. The Company is
authorized, but not required, to maintain life insurance policies on the lives
of these executives naming the Company as beneficiary to support this
obligation, substantially all of which policies the Company currently has in
effect and the proceeds of which policies the Company would intend to pay to the
appropriate executive's estate upon his death.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with each of Burton M.
Rosenberg, Roland L. Kimberlin, Robert F. Luehrs and Stephen Weiner
(collectively, the 'Executive Employment Agreements') effective as of March 15,
1996, as amended on March 17, 1997 and February 20, 1998. In March 1998, Messrs.
Rosenberg, Kimberlin, Luehrs and Weiner each agreed to rescind the February 20,
1998 amendments to their employment agreements and enter into new amendments to
their employment agreements. The following is a summary of the material terms of
the Executive Employment Agreements, as amended. Each Executive Employment
Agreement has an initial term of five years and provides that upon the
expiration of the initial term, the initial term will be extended automatically
for successive one-year periods unless either party gives at least 90 days'
written notice of his or its intent not to allow such extension to become
effective. The Executive Employment Agreements provide for annual salaries to
Messrs. Rosenberg, Kimberlin, Luehrs and Weiner of $393,750, $341,276, $341,250
and $288,750, respectively, which may be increased on each February 1 during the
term of their Executive Employment Agreements, at the discretion of the Board of
Directors of the Company. Each Executive Employment Agreement permits the
Company to terminate the employee's employment for cause (as defined therein) or
if the employee becomes permanently and seriously disabled. If the employee is
terminated without cause, such employee would be entitled to receive a lump sum
payment equal to 18 months base salary as severance. In the event that during
the term of the Executive Employment Agreements any of these employees (with the
exception of Stephen Weiner) becomes permanently disabled, either physically or
mentally, resulting in an absence from the office for periods aggregating 120
business days during any 12 month period, the Company shall pay such employee a
monthly benefit (the 'Disability Benefit') following the employee's termination
of employment on account of such disability. The Disability Benefit payable
shall be 100% of such employee's monthly salary for the first 24 months of the
employee's disability and 50% of such employee's monthly salary thereafter for
the remainder of the employee's lifetime. The Disability Benefit shall be
reduced (but not below zero), however, by an amount equal to the sum of (a) any
other disability payments received by the employee from the Company, its
subsidiary, Henry I. Siegel Company, or any insurance policy of these entities,
(b) two thirds of any earned income received by the employee for full-time
executive employment with any entity commencing after the payment of a
Disability Benefit begins, and (c) any amount for which the employee is eligible
because of his disability under Federal social security laws or, prior to age
65, under any Company or Harry I. Siegel Company sponsored retirement plan. Each
Executive Employment Agreement also contains a covenant not to compete, whereby
the employee agrees that during the term of the agreement, and for up to one
year following the employee's termination of employment, the employee will not,
under certain circumstances, among other things, engage in a business that is
materially competitive with any material business operated by the Company on the
effective date of the agreement.
10
<PAGE>
<PAGE>
MANAGEMENT AGREEMENT
The Company's German subsidiary has entered into a management agreement
with Milan Danek effective as of January 13, 1997, as amended on March 10, 1997
(the 'Management Agreement'). The Management Agreement, which is subject to the
laws of the Federal Republic of Germany, has an initial term of five years and
provides that upon the expiration of the initial term, the initial term will be
extended automatically for successive one-year periods unless either party gives
at least six months' written notice of his or its intent not to allow such
extension to become effective. The Management Agreement provides for an annual
salary to Mr. Danek in the amount of DM 606,000 ($351,480 based on the exchange
rate for the deutsche mark on November 1, 1997), which may be increased from
time to time at the discretion of Supervisory Board of the Company's German
subsidiary (the 'Supervisory Board'). Mr. Danek is also entitled to a Disability
Benefit under the same circumstances and on the same terms as those of Messrs.
Rosenberg, Kimberlin, and Luehrs. In addition, Mr. Danek may receive an
additional bonus at the sole discretion of the Supervisory Board. The Management
Agreement also contains a covenant not to compete, whereby Mr. Danek agrees that
during the term of the Management Agreement, and for up to one year following
the expiration of the term, he will not compete with the Company.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual fee of
$12,000 for serving on the Board of Directors. No annual fee is paid to any
officer serving on the Board of Directors. In addition, all directors (including
officers serving as directors) receive a fee of $500 for each meeting of the
Board of Directors or committee meeting attended, however, the officers serving
as directors have generally waived such fee.
The Company is a party to an Amended and Restated Consulting Agreement,
dated September 23, 1988, with Mr. Jesse S. Siegel (the 'Consulting Agreement').
Mr. Siegel was a director of the Company from February 1993 to the Effective
Date and is a former chief executive officer of a predecessor to the Company.
Under the Consulting Agreement, Mr. Siegel agreed to render consulting services
to the Company in the area of manufacturing, marketing and selling women's
apparel as the Company may from time to time request. The Consulting Agreement
which had an initial term of ten years and could be extended, at the option of
Mr. Siegel, for up to four additional five-year terms, provided for an annual
fee of $500,000. Effective March 10, 1998, the Company reached an agreement with
Mr. Siegel to terminate the Consulting Agreement as of such date. In
consideration for such early termination, the Company agreed to make a payment
of $500,000 to Mr. Siegel.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation of executive officers of the Company is set at levels which
are intended to reflect competitive salary practices. Each executive officer's
compensation is based upon both individual and Company performance. Compensation
is structured to provide incentives for executive officer performance that
results in improvements in the Company's financial results and in total return
to stockholders over both the short term and the long term. The overall
compensation plan is also designed to align the interests of the Company's
executives and its stockholders by providing for payment of a portion of the
incentive compensation in the form of stock options. Thus, the amount of value
generated for the Company's stockholders is a key factor in determining the full
compensation ultimately realized by the executive officers.
The compensation of the principal executive officers of the Company
consists of three principal parts: base salary, annual bonus and stock options.
Two of the three components are at risk because the ultimate value of an
officer's total compensation depends on factors, subjectively assessed by the
Committee, which include the Company's financial performance, individual
performance and stock price.
Salary. Base salaries for the Company's executive officers are fixed by
employment agreements with the Company (see 'Employment Agreement' and
'Management Agreement'). Pursuant to the terms
11
<PAGE>
<PAGE>
of the Executive Employment Agreements, salaries are reviewed in February of
each year to determine whether an increase is appropriate. Salaries were
reviewed in February 1997.
The Committee has not yet decided whether it will recommend salary
adjustments in 1998. In view of the financial results of the Company's last
fiscal year, the Committee would expect prior to making its decision to consider
the individual performance of each of the principal executives in light of all
the circumstances which had an impact on earnings.
Bonus. Messrs. Rosenberg, Kimberlin, Luehrs and Danek were each awarded a
discretionary bonus of $40,000 in fiscal 1997. The Committee believes that each
of these officers should be rewarded because of the extraordinary demands placed
on them in connection with successfully relocating the Company's sewing
operations and effectively capitalizing on the savings achieved by such
relocation in marketing the Company's products. Although the Company's earnings
did not improve substantially in the last fiscal year the Committee believes
that this year's efforts and the ongoing work necessary to complete the
transition dictate recognition by the bonus payment.
Stock Options. Each executive officer of the Company participates in the
Company's 1993 Stock Option Plan. The Compensation Committee acts as the
committee authorized to administer the Stock Option Plan.
The Chief Executive Officer's employment agreement provides for a fixed
salary, the most important ingredient of his compensation, which is not
dependent upon or variable with respect to either his or the Company's
performance (although it provides for salary increases, at the discretion of the
Board of Directors, in February of each year) (The Chief Executive Officer's
salary was not increased in February 1997). With respect to the Chief Executive
Officer, the Committee took into account the same factors it considered in the
case of the other named executive officers in arriving at its decision to pay a
modest discretionary bonus for services rendered in fiscal 1997.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
'Code'), which was enacted in 1993, precludes a public company from taking a tax
deduction for compensation in excess of $1 million paid to its chief executive
officer or any of its other four highest-paid executive officers (with
exemptions for certain performance-based compensation). Based on current
compensation levels, it is not anticipated that any of the named executive
officers will receive compensation in excess of $1 million in fiscal 1998.
Therefore, the Committee currently has no policy with respect to Section 162(m).
None of the members of the Committee is or was employed by the Company. All
are independent directors.
COMPENSATION COMMITTEE PRIOR TO THE EFFECTIVE DATE
Hirsh Jacobson
Harvey Silverman
Rica Spector
Edward J. Walsh, Jr.
12
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the Company's total stockholder return as
compared to the Standard & Poor's 500 Index and the Standard and Poor's Textiles
(Apparel Manufacturers) Index for the period from February 18, 1993, when the
Company's Common Stock began trading on a when-issued basis on the New York
Stock Exchange, through November 1, 1997, the last day of the Company's last
completed fiscal year. The total stockholder return assumes $100 invested at the
beginning of the period in the Company's Common Stock, the Standard & Poor's 500
Index and the Standard and Poor's Textiles (Apparel Manufacturers) Index.
COMPARISON OF CUMULATIVE TOTAL RETURN*
FOR PERIOD FROM 2/18/93 THROUGH 11/1/97
AMONG CHIC BY H.I.S, INC., THE S&P 500 INDEX
AND THE S&P TEXTILES (APPAREL MANUFACTURERS) INDEX
TOTAL STOCKHOLDER RETURNS
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
2/18/93 11/6/93 11/5/94 11/4/95 11/2/96 11/1/97
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Chic Common Stock...................................... 100.00 84.78 95.65 53.26 39.13 65.03
S&P Textiles (Apparel Manufacturers) Index............. 100.00 108.65 112.43 147.05 179.19 204.09
S&P 500 Index.......................................... 100.00 75.31 88.72 80.30 121.20 160.12
</TABLE>
- ------------
* Total Return Assumes Reinvestment of Dividends.
13
<PAGE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
KENBARB CORP.
During the fiscal year ended November 1, 1997, Kenbarb Corp., a Delaware
corporation, owned approximately 3.7% of the issued and outstanding Common Stock
of the Company. All of Kenbarb's outstanding capital stock was beneficially
owned by four officers of the Company: each of Mr. Burton M. Rosenberg, Mr.
Robert F. Luehrs and Mr. Roland L. Kimberlin beneficially owned 30.1% of the
issued and outstanding capital stock of Kenbarb, and Mr. Harvey Schulman
beneficially owned 9.7% of the issued and outstanding stock of Kenbarb. In March
1998, Kenbarb Corp. was liquidated and its holdings in the Company's Common
Stock were distributed to its shareholders based upon their percentage ownership
interest in Kenbarb Corp.
TUCKER ANTHONY INCORPORATED
Prior to March 1996, Mr. Richard K. Howe, a director of the Company, was a
consultant to Tucker Anthony Incorporated ('Tucker Anthony'), an investment
banking firm, and prior to June 1992 was an executive vice president and a
director of Tucker Anthony. In February 1996, Tucker Anthony acted as financial
advisor for the Company in connection with the Company's negotiation of certain
waivers of defaults and amendments to the agreements with the holders of its
senior notes and its bank lenders. In 1997, Tucker Anthony acted as financial
advisor for the Company in connection with the adoption of a shareholder rights
plan by the Company and in connection with an initial public offering of a
minority interest in the Company's German subsidiary.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2)
The Board of Directors of the Company has appointed the firm of BDO
Seidman, LLP, independent auditors, to examine the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ending
November 7, 1998, subject to ratification by the stockholders.
BDO Seidman, LLP has served as the Company's independent auditors since
1988.
A representative of BDO Seidman, LLP is expected to be present at the
Annual Meeting and to be provided with an opportunity to make a statement if
such person desires to do so and to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION
OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING NOVEMBER
7, 1998.
14
<PAGE>
<PAGE>
ANNUAL REPORT ON FORM 10-K; INCORPORATION BY REFERENCE
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED NOVEMBER 1, 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO STOCKHOLDER
RELATIONS, CHIC BY H.I.S, INC. AT 1372 BROADWAY, NEW YORK, NY 10018.
To the extent this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled 'Report of Compensation Committee on
Executive Compensation' and 'Performance Graph' shall not be deemed to be so
incorporated unless specifically otherwise provided in any such filing.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
Stockholders who wish to have their proposals considered for inclusion in
the proxy materials for the Company's Annual Meeting of Stockholders to be held
in 1999 must deliver such proposals in writing to the Secretary of the Company
at the Company's principal executive offices no later than October 7, 1998.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company is not aware of any matters that will be presented for action at the
Annual Meeting other than those described above. Should other business properly
be brought before the Annual Meeting, it is intended that the accompanying proxy
will be voted thereon in the discretion of the persons named as proxies.
By Order of the Board of Directors
STUART JAEGER
Secretary
March 16, 1998
15
<PAGE>
<PAGE>
APPENDIX 1
PROXY CARD
PROXY CHIC BY H.I.S, INC. PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 15, 1998 AT 10:00 A.M.
The undersigned shareholder of Chic by H.I.S, Inc. (the 'Company') hereby
appoints Arnold M. Amster, Burton M. Rosenberg and Daniel Rubin and each of them
as attorneys and proxies, each with power of substitution and revocation, to
represent the undersigned at the Annual Meeting of Stockholders of Chic by
H.I.S, Inc. to be held at the Doral Tuscany Hotel, 120 East 39th Street, New
York, New York on April 15, 1998 at 10:00 A.M., New York time and at any
adjournment or postponement thereof, with authority to vote all shares held or
owned by the undersigned in accordance with the directions indicated herein.
Receipt of the Notice of Annual Meeting of Stockholders dated March 16,
1998 and the Proxy Statement furnished herewith, is hereby acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ITEMS 1 AND 2 AND PURSUANT TO ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEMS 1 AND 2.
ITEM 1. Election of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES LISTED BELOW.
<TABLE>
<S> <C> <C>
FOR all nominees listed WITHHOLD AUTHORITY to NOMINEES: BURTON M. ROSENBERG, ARNOLD M. AMSTER, HERBERT A.
on the right (except as vote for all nominees DENTON, RICHARD K. HOWE, DANIEL RUBIN, HARVEY SILVERMAN AND
marked to the contrary listed to the right. KENNETH ZIMMERMAN. (Instructions: To withhold authority to
hereon). [ ] vote for any individual nominee write that nominee's name in
[ ] the space provided below.)
</TABLE>
(continued on reverse side)
<PAGE>
<PAGE>
<TABLE>
<S> <C>
ITEM 2. Ratification of the selection of BDO Seidman, ITEM 3. In their discretion, the Proxies are authorized
LLP as independent auditors of Chic by H.I.S, Inc. for to vote upon such other business as may properly come
the fiscal year ending November 7, 1998. before the meeting or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Dated: ,1998
(Signature)
(Signature if held jointly)
The signature should agree with the name
on your stock certificate. If acting as
attorney, executor, administrator,
trustee, guardian, etc., you should so
indicate when signing. If the signer is a
corporation, please sign the full
corporate name by duly authorized officer.
If shares are held jointly, each
shareholder should sign.
</TABLE>
