SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
URBAN OUTFITTERS, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required.
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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.
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___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
[URBAN OUTFITTERS, INC, LOGO]
1809 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
to be held at 10:30 a.m., on May 19, 1998, at the National Society of the
Colonial Dames of America, 1630 Latimer Street, Philadelphia, Pennsylvania.
The matters to be considered and voted upon are described in the 1998
Notice of Annual Meeting of Shareholders and Proxy Statement, which accompany
this letter. It is important that your shares be represented and voted at the
Annual Meeting. Kindly read the attached Proxy Statement, date and sign the
enclosed proxy card and return the proxy card in the accompanying envelope. I
look forward to seeing you at the meeting and having the opportunity to review
the business operations of Urban Outfitters.
Sincerely,
/s/ Richard A. Hayne
--------------------
Richard A. Hayne
President
April 20, 1998
<PAGE>
[URBAN OUTFITTERS, INC, LOGO]
1809 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1998
------------------------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Urban
Outfitters, Inc. will be held at the National Society of the Colonial Dames of
America, 1630 Latimer Street, Philadelphia, Pennsylvania, on May 19, 1998 at
10:30 a.m., for the following purposes:
1. To elect six Directors to serve for a term of one year.
2. To vote on a proposal to ratify the appointment of Price Waterhouse
LLP as the Company's independent accountants for the fiscal year
ending January 31, 1999.
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on April 10, 1998 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or
postponement thereof.
By Order of the Board of Directors
/s/ Richard A. Hayne
--------------------
Richard A. Hayne
Chairman of the Board
April 20, 1998
<PAGE>
URBAN OUTFITTERS, INC.
1809 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
------------------------------
The accompanying proxy is solicited by the Board of Directors of Urban
Outfitters, Inc. (the "Company") for use at the Annual Meeting of Shareholders
(the "Meeting") to be held on Tuesday, May 19, 1998 at 10:30 a.m. at the
National Society of the Colonial Dames of America, 1630 Latimer Street,
Philadelphia, Pennsylvania, and any adjournments or postponements thereof. This
Proxy Statement and accompanying proxy card are being mailed to Shareholders on
or about April 20, 1998.
Only Shareholders of record, as shown on the transfer books of the Company,
at the close of business on April 10, 1998 (the "Record Date") are entitled to
notice of, and to vote at, the Meeting. On the Record Date, there were
17,700,024 Common Shares outstanding.
The Company's Common Shares represented by an unrevoked Proxy in the
enclosed form, which has been properly executed and received prior to the
Meeting, will be voted in accordance with the specifications made on such Proxy.
Any properly executed Proxy received on a timely basis on which no specification
has been made by the Shareholder will be voted "FOR" the election of the
nominees to the Board of Directors listed in this Proxy Statement, "FOR" the
ratification of Price Waterhouse LLP as independent accountants for the fiscal
year ending January 31, 1999 ("Fiscal 1999"), and, to the extent permitted by
the rules and regulations of the Securities and Exchange Commission, in
accordance with the judgment of the persons voting the Proxies upon such other
matters as may come before the Meeting and any adjournments. Any Shareholder
giving a Proxy has the power to revoke it prior to its exercise either by giving
written notice to the Secretary of the Company, by voting in person at the
Meeting or by execution of a subsequent Proxy.
Presence at the Meeting in person or by Proxy of the holders of a majority
of the Common Shares entitled to vote is necessary to constitute a quorum. Each
share entitles the holder to one vote. The election of directors will be
determined by a plurality vote and the six nominees receiving the most "FOR"
votes will be elected. Approval of any other proposal will require the
affirmative vote of a majority of the shares cast on the proposal. In all
matters, an abstention or broker non-vote will not be counted as a vote cast.
1
<PAGE>
1. ELECTION OF DIRECTORS
The Company's By-laws provide for the Board of Directors to be composed of
as many directors as are designated from time to time by the Board of Directors.
Currently there are five directors. The Board has increased the designated
number of directors to six. Each director shall be elected for the term of one
year and shall serve until his successor is elected and qualified.
At the Meeting, six directors will be elected. The Board of Directors has
nominated the six persons listed below for election to the Board at the Meeting.
Unless otherwise directed, the persons named on the Proxy intend to vote all
valid proxies received by them "FOR" the election of the listed nominees. In the
event any of the nominees shall be unable or unwilling to serve as a director,
it is intended that the Proxies will be voted "FOR" the election of such person
nominated by the Board of Directors in substitution. The Company has no reason
to believe that any nominee of the Board of Directors will be unable to serve as
a director if elected.
The nominees for election to the Board of Directors are Richard A. Hayne,
Scott A. Belair, Harry S. Cherken, Jr., Kenneth K. Cleeland, Joel S. Lawson III
and Burton M. Sapiro. Of these nominees, the only one not currently serving on
the Board is Mr. Cleeland.
BIOGRAPHICAL INFORMATION
The following information is submitted concerning each nominee for election
as a director:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard A. Hayne.................. 51 Chairman of the Board of Directors and President
Scott A. Belair(1)(2)............. 50 Director
Harry S. Cherken, Jr.............. 48 Director
Kenneth K. Cleeland............... 57 Chief Financial Officer and Treasurer
Joel S. Lawson III(1)(2).......... 50 Director
Burton M. Sapiro.................. 71 Director
</TABLE>
- ------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
Mr. Hayne co-founded the Company in 1970 and has been its President and
Chairman of the Board of Directors since the Company's incorporation in 1976.
Mr. Belair co-founded the Company, has been a director since its
incorporation in 1976 and has served as Principal of the ZAC Group, a provider
of financial services, during the last eight years. Previously he was a managing
director of Drexel Burnham Lambert Incorporated. Mr. Belair is a director and
President of Balfour Maclaine Corporation and a director and Chief Financial
Officer of W. P. Stewart and Company, Inc.
2
<PAGE>
Mr. Cleeland has been the Chief Financial Officer and Treasurer of the
Company since 1987. He has decided to step down as the Chief Financial Officer
when an ongoing search is concluded and the replacement appointed. If elected,
Mr. Cleeland would continue as a director of the Company. Previously, he was the
Chief Financial Officer of MBI Business Center, Inc. and President of MBIF
Leasing. He was also the Chief Financial Officer and Vice President of J. G.
Hook, Inc.
Mr. Cherken, a director since 1989, has been a partner in the law firm of
Drinker Biddle & Reath LLP in Philadelphia, Pennsylvania since 1984 and has
served as a Managing Partner of that firm since February 1996.
Mr. Lawson, a director since 1985, has since 1980 been the Managing Partner
and Chief Executive Officer of Howard, Lawson & Co., an investment banking and
corporate finance firm located in Philadelphia, Pennsylvania. He is also a
director of Crusader Holding Corporation.
Mr. Sapiro, a director since 1989, has been a retail marketing consultant
since his retirement in 1985. Previously, he was Senior Vice President/General
Merchandise Manager and a member of the Executive Committee of both Macy's New
York and Gimbels Philadelphia/Gimbels East. He was also a director of Macy's New
York.
BOARD COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors currently has an Audit Committee and a Compensation
Committee. The Audit Committee oversees actions by the Company's independent
accountants and reviews the Company's internal controls. The Board's
Compensation Committee, established in September 1993, is responsible for
determining salaries, incentives and other forms of compensation of the
executive officers, and also administers the Company's stock option plans. The
Board has not established a nominating or similar committee.
The Company's Board of Directors held five meetings in the fiscal year
ended January 31, 1998 ("Fiscal 1998"). The Compensation Committee and the Audit
Committee held six meetings and one meeting, respectively, during Fiscal 1998.
Each director attended 75% or more of the meetings of the Board and committees
of which they were members during Fiscal 1998.
COMPENSATION OF DIRECTORS
The Company currently pays each director who is not also an employee of the
Company ("Outside Directors") $1,000 for each meeting of the Board of Directors
attended, excluding committee meetings. The Company also reimburses the
directors for their expenses incurred in connection with their activities as
directors. The Company's 1993 Non-Employee Directors' Non-Qualified Stock Option
Plan (the "Directors' Plan") and the Urban Outftters, Inc. 1997 Stock Option
Plan (the "1997 Plan") provides for the grant of non-qualified stock options to
each director who is not also an employee.
Pursuant to the Directors' Plan and 1997 Plan, each director, other than
Mr. Hayne, received an initial grant of a non-qualified option to purchase 5,000
Common Shares at an exercise price of $18.00 per share at the time of the
Company's initial public offering of its Common Shares in November 1993. As a
result of the two-for-one stock split effected by the Company on June 1, 1996,
such initial grants to the Outside Directors of the Company were converted into
the right to purchase 10,000 Common Shares at an exercise price of $9.00 per
share. A person who subsequently becomes an
3
<PAGE>
Outside Director will receive an initial grant of an option to purchase 10,000
Common Shares on the date he or she becomes a director. Thereafter, on the first
business day immediately following each of the dates on which an incumbent
Outside Director is elected or re-elected, he or she will receive an additional
grant of an option to purchase 10,000 Common Shares provided that he or she did
not receive an initial grant within the preceding six-month period. Options
generally become exercisable 12 months after the date of their grant. Each
Outside Director may exercise options granted under the Directors' Plan upon the
termination of his or her membership on the Board for a reason other than death
or disability for up to one year, except where the option, by its terms, expires
on an earlier date. During Fiscal 1998, each Outside Director received the grant
of an option to purchase 10,000 Common Shares. The exercise price of options
granted under the Plan is the fair market value of the Common Shares at the date
of grant.
CERTAIN BUSINESS RELATIONSHIPS
Burton M. Sapiro, a director of the Company, and the Company entered into
an agreement pursuant to which Mr. Sapiro agreed to provide up to 36 days of
consulting services per year to the Company relating to retail marketing. In
consideration for such services, Mr. Sapiro is paid a daily fee of $1,100 and is
reimbursed for his expenses. The agreement was approved by the Company's
disinterested directors. The total amount paid to Mr. Sapiro in Fiscal 1998
pursuant to these arrangements, exclusive of directors' fees but including
expenses, was $47,450.
Harry S. Cherken, Jr., a Director of the Company, is a partner in the law
firm of Drinker Biddle & Reath LLP, which provided legal services to the Company
in Fiscal 1998 and is expected to continue to do so in the future.
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS
On May 20, 1997, the Shareholders ratified the appointment of Price
Waterhouse LLP, independent accountants, to audit the Company's accounts for
Fiscal 1998.
The Board of Directors recommends that the Shareholders ratify the
selection of Price Waterhouse LLP as the Company's independent accountants for
Fiscal 1999. If the Shareholders do not ratify the selection of Price Waterhouse
LLP, the Board of Directors will reconsider the selection of Price Waterhouse
LLP to serve as the Company's accountants for Fiscal 1999.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting to answer appropriate questions and to make a statement if he so
desires.
3. OTHER MATTERS
The Board of Directors knows of no matters to be presented for action at
the Meeting, other than those set forth in the attached Notice and customary
procedural matters. However, if any other matters should properly come before
the Meeting or any adjournments thereof, the proxies solicited hereby will be
voted on such matters, to the extent permitted by the rules and regulations of
the Securities and Exchange Commission, in accordance with the judgment of the
persons voting such proxies.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information
concerning the compensation paid or accrued by the Company for services rendered
during Fiscal 1998 and the Company's fiscal years ended January 31, 1997
("Fiscal 1997") and January 31, 1996 ("Fiscal 1996") by the Company's President
and the Company's most highly compensated other executive officers whose total
annual salary and bonus exceeded $100,000 (collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS# COMPENSATION(2)
- --------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Richard A. Hayne 1998 $235,000 $ 0 -0- $11,006
Chairman and President 1997 233,384 400 -0- 13,195
1996 225,000 300 -0- 14,995
Kenneth K. Cleeland 1998 200,000 0 -0- 15,593
Chief Financial Officer 1997 200,000 400 10,000 16,781
and Treasurer 1996 175,000 300 -0- 18,581
Michael A. Schultz 1998 220,000 4,000 280,000 -0-
President, Urban Outfitters, 1997 220,000 3,400 20,000 1,188
Wholesale, Inc. 1996 218,333 300 -0- 2,988
Glen T. Senk 1998 210,000 4,000 -0- -0-
President, Anthropologie, Inc. 1997 200,000 400 -0- 1,188
1996 152,800 300 300,000(3) 2,988
Jay Hammer 1998 160,000 13,000 -0- 6,600
Secretary and Director 1997 13,538 5,000 75,000 550
of Stores(4) 1996 N/A N/A N/A N/A
</TABLE>
- ----------
(1) The compensation described in this table does not include medical, group
life insurance or other benefits received by the Named Officers that are
generally available to all salaried employees of the Company, and certain
perquisites and other personal benefits, securities or property received by
the Named Officers that do not exceed the lesser of $50,000 or 10% of any
such officer's salary and bonus disclosed in this table.
(2) Represents life insurance premiums paid by the Company for Messrs. Hayne and
Cleeland in the amounts of $11,006 and $15,593 in Fiscal 1998 and represents
$6,600 for a car allowance for Mr. Hammer in Fiscal 1998. This does not
include forfeiture allocations to the Company's Profit-Sharing Fund (in
Common Shares) with respect to Fiscal 1998 for the accounts of Messrs.
Hayne, Cleeland, Schultz, Senk and Hammer. Forfeiture allocations for Fiscal
1997 for Messrs. Hayne, Cleeland, Schultz, Senk and Hammer were in the
amounts of $1,188, $1,188, $1,188, $1,188 and $0 respectively.
(3) Adjusted to reflect the two-for-one stock split effected by the Company on
June 1, 1996, the stock option granted to Mr. Senk in Fiscal 1996 under the
Company's 1992 Non-Qualified Stock Option Plan replaced a stock option
granted to Mr. Senk in Fiscal 1995 under the same Plan, which has been
canceled.
5
<PAGE>
(4) Mr. Hammer joined the Company in January of 1997.
STOCK OPTION INFORMATION
OPTIONS GRANT TABLE: The following table sets forth certain information
concerning grants of stock options made to the Named Officers during Fiscal
1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED PRICE APPRECIATION FOR OPTION TERM
OPTIONS TO EMPLOYEES IN EXERCISE OR EXPIRATION -----------------------------------
NAME GRANTED FISCAL 1998 BASE PRICE DATE 5% 10%
---- ---------- --------------- ----------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Michael A. Schultz... 280,000(1) 67.47% $10.6250 3/10/07 $1,870,950 $4,741,376
</TABLE>
- ----------
(1) This option became exercisable as to 28,000 shares on 3/10/98 and will
become exercisable as to an additional 28,000 shares on each March 10 until
3/10/07.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE: The
following table sets forth certain information concerning options exercised by
the Named Officers during Fiscal 1998, information concerning the number of
stock options held by the Named Officers on January 31, 1998, and the value of
the in-the-money options outstanding as of such date.
AGGREGATED OPTION EXERCISES
IN FISCAL 1998 AND
FISCAL 1998 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(2)
ACQUIRED ON VALUE --------------------------- ------------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Richard Hayne............ -0- $0 0 0 $ 0 $ 0
Kenneth Cleeland......... -0- $0 6,000 4,000 $ 13,875 $ 9,250
Glen Senk................ -0- $0 140,000 160,000 $892,500 $1,020,000
Michael Schultz.......... -0- $0 6,000 294,000 $ 13,875 $1,957,375
Jay Hammer............... -0- $0 0 75,000 $ 0 $ 431,250
</TABLE>
- ----------
(1) Represents the aggregate excess of the fair market value of a Common Share
on the date of exercise over the applicable exercise prices multiplied by
the number of Common Shares issued upon the exercise of the stock options.
(2) Represents the aggregate excess of the fair market value of a Common Share
on January 31, 1998 of $16.75 over the applicable exercise prices multiplied
by the number of Common Shares issuable upon the exercise of the stock
options.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Company is required to provide certain data and information in
regard to the compensation and benefits provided to the Company's executive
officers. In fulfillment of this requirement, the Compensation Committee at the
direction of the Board of Directors has prepared the following report for
inclusion in this Proxy Statement.
The Compensation Committee is composed of two non-management directors of
the Company. The Compensation Committee determines the compensation for the
executive officers of the Company named in the Summary Compensation Table and
other officers of the Company. The Compensation Committee also administers the
Company's Stock Option Plans.
The Compensation Committee's philosophy is that executive compensation
should be designed to:
o reflect the Company's entrepreneurial orientations;
o assist the Company in attracting and retaining superior executive
talent while incentivizing a long- term commitment to the Company;
o align the interests of management with those of shareholders through a
significant equity-based component; and
o reward an executive's individual contribution toward achievement of the
Company's long- and short-term business goals.
The Company's overall executive compensation program consists of three
principal elements: base salaries; discretionary bonuses; and stock options and
other equity-based compensation. Base salaries are ordinarily established at the
beginning of the fiscal year, while discretionary bonuses are awarded following
the completion of the fiscal year. Stock options and other equity-based
compensation may be granted at any time during the fiscal year. The Company also
maintains a broadly based employee stock ownership plan in which the executive
officers are permitted to participate on the same terms as other employees.
The Compensation Committee consults with the Company's President in
determining base salary levels for each executive officer other than the
Company's President. The base salaries for the Company's executive officers in
Fiscal 1998 were competitively established by the Compensation Committee based
upon such consultation and a general assessment of the compensation paid by
other companies in the retail clothing industry. In evaluating compensation paid
by other companies, the Compensation Committee relied on the general knowledge
that its members have obtained from informal reviews of various press and
industry reports.
7
<PAGE>
The Compensation Committee is also involved in establishing the level of
discretionary bonuses and option awards to the Company's executive officers.
Discretionary cash bonuses to the President and other executive officers are
awarded based upon the Compensation Committee's subjective assessment of the
Company's overall financial performance and the Compensation Committee's
subjective assessment of the President's and other executive officers'
individual contributions to that overall performance. Factors considered by the
Compensation Committee in awarding cash bonuses include the officer's
initiative, managerial ability, his level of responsibilities, development of
subordinates, fairness with respect to bonuses of other executives and his
handling of special projects, but no particular weight is ascribed by the
Compensation Committee to any one or more of these factors. The Compensation
Committee does not rely upon or utilize any particular hurdles, benchmarks or
other objective criteria to determine the amount of the bonuses, nor does the
Compensation Committee compare the compensation of the President or other
executive officers to any peer group for purposes of awarding bonuses.
During Fiscal 1998, the only stock options or other equity based
compensation granted to any officers of the Company were options to purchase
280,000 Common Shares granted to Mr. Schultz.
This report is submitted by the Compensation Committee.
Scott A. Belair
Joel S. Lawson III
8
<PAGE>
STOCK PERFORMANCE CHART
The following graph compares the cumulative total shareholder return on the
Company's Common Shares with the cumulative total return on the Standard and
Poor's 500 Composite Stock Index and the Standard and Poor's Retail
Specialty-Apparel Index* for the period beginning November 9, 1993, the date the
trading first began in the Common Shares of the Company on the NASDAQ National
Market System following the Company's initial public offering, and ending
January 31, 1998, assuming the reinvestment of any dividends and assuming an
initial investment of $100 in each. The comparisons in this table are required
by the Securities and Exchange Commission and are not intended to forecast or be
indicative of possible future performance of the Common Shares or the referenced
indexes.
[GRAPHIC]
IN THE PRINTED VERSION OF THE DOCUMENT, A LINE GRAPH APPEARS WHICH
DEPICTS THE FOLLOWING PLOT POINTS:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
| NOV. 9, 93 | JAN.-94 | JAN.-95 | JAN.-96 | JAN.-97 | JAN.-98 |
Urban Outfitters, Inc. | $100.00 | $109.47 | $108.42 | $103.68 | $102.10 | $143.15 |
Retail (Specialty-Apparel)-500 | $100.00 | $ 96.25 | $ 77.12 | $ 91.84 | $116.28 | $211.10 |
S&P 500 Index | $100.00 | $104.98 | $105.54 | $146.34 | $184.89 | $234.64 |
</TABLE>
* S&P Retail Specialty-Apparel Index begins at November 3, 1993.
9
<PAGE>
BENEFICIAL OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Shares as of March 15, 1998 (December 31, 1997
with respect to Wellington Management Company LLP, T. Rowe Price Associates, T.
Rowe Price New Horizons Fund and J.P. Morgan and Company, Inc.) by: (a) each
person known to the Company who beneficially owns more than five percent of the
Company's outstanding Common Shares, (b) each director and Named Officer who
owns beneficially any Common Shares, and (c) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (2)
-------------------------
NAME AND ADDRESS (1) SHARES PERCENTAGE
- -------------------- ----------- -----------
<S> <C> <C>
Richard A. Hayne (3) ....................................... 7,627,795 43.2%
Wellington Management Company, LLP (4) ..................... 1,745,300 9.9%
75 State Street
Boston, Massachusetts 02109
T. Rowe Price Associates (4) ............................... 1,642,500 9.3%
100 East Pratt Street
Baltimore, Maryland 21202
J. P. Morgan and Company, Inc. (4) ......................... 1,373,900 7.8%
60 Wall Street
New York, New York 10260
T. Rowe Price New Horizons Fund, Inc. (4) .................. 1,087,100 6.2%
100 East Pratt Street
Baltimore, Maryland 21202
Scott A. Belair (5) ........................................ 712,000 4.0%
143 Sunset Avenue
Ridgewood, New Jersey 07450
Michael A. Schultz (6) ..................................... 370,577 2.1%
Glen T. Senk (7) ........................................... 200,567 1.0%
Kenneth K. Cleeland (8) .................................... 146,375 *
Joel S. Lawson III (9) ..................................... 58,800 *
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102
Harry S. Cherken, Jr. (10) ................................. 43,000 *
1345 Chestnut Street
Philadelphia National Bank Bldg.
Philadelphia, Pennsylvania 19107
Burton M. Sapiro (11) ...................................... 42,000 *
Jay Hammer (12) ............................................ 15,080 *
All directors and officers as a group ...................... 9,216,194 51.0%
(9 persons) (3)(5)(6)(7)(8)(9)(10)(11)(12)
</TABLE>
10
<PAGE>
- ----------
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is 1809 Walnut Street, Philadelphia, Pennsylvania 19103.
(2) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(3) Includes 548,334 shares owned by the Irrevocable Trust of Richard A. Hayne,
548,334 shares owned by the Irrevocable Trust of Elizabeth Van Vleck,
55,000 shares owned by the Hayne Foundation and 3,045 shares allocated
under the Company's Profit-Sharing Fund. Excludes 149,998 shares
beneficially owned by Mr. Hayne's spouse, as to which he disclaims
beneficial ownership.
(4) All information derived for the following companies were obtained from Form
13G's filed with the SEC for the period ending December 31, 1997.
Wellington Management Company, LLP has shared voting power as to 586,300
shares and shared dispositive/investment power as to 1,745,300 shares. T.
Rowe Price Associates has sole voting power of 363,100 shares and sole
dispositive power of 1,642,500 shares. T.Rowe Price New Horizons Fund, Inc.
has sole voting power of 1,087,100 shares. J.P. Morgan and Company has sole
voting power of 1,131,400 shares and sole dispositive power of 1,373,900
shares.
(5) Excludes 393,334 shares owned by Trust U/A/D April 16, 1993 by Scott A.
Belair as grantor and Steven D. Burton as Trustee, as to which he disclaims
beneficial ownership. Includes 32,000 shares subject to presently
exercisable options and 10,000 shares subject to options that will become
exercisable within 60 days.
(6) Includes 3,045 shares allocated under the Company's Profit-Sharing Fund.
(7) Includes 200,000 shares subject to presently exercisable options and 567
shares allocated under the Company's Profit-Sharing Fund.
(8) Includes 3,045 shares allocated under the Company's Profit-Sharing Fund.
(9) Includes 32,000 shares subject to presently exercisable options, 10,000
shares subject to options that become exercisable within 60 days and 1,800
shares held by a trust of which he is a trustee.
(10) Includes 32,000 shares subject to presently exercisable options and 10,000
shares subject to options that become exercisable within 60 days.
(11) Includes 32,000 shares subject to presently exercisable options and 10,000
shares subject to options that become exercisable within 60 days. Excludes
1,000 shares beneficially owned by Mr. Sapiro's spouse, as to which he
disclaims beneficial ownership.
(12) Includes 80 shares allocated under the Company's Profit-Sharing Fund.
* Less than 1%.
11
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1999 Annual Meeting of Shareholders must
comply with applicable Securities and Exchange Commission rules and regulations
and must be received by the Company prior to December 18, 1998 to be considered
for inclusion in the Company's Proxy Statement.
CERTAIN TRANSACTIONS
In April of 1994, Mr. Glen T. Senk joined the Company as President of
Anthropologie. Upon commencing employment, Urban Outfitters provided Mr. Senk
with a four-year interest free loan of $50,000. $25,000 will be forgiven over
the course of the four years; $3,125 is currently outstanding.
ADDITIONAL INFORMATION
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities ("10% Shareholders") to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors and 10% Shareholders are required to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received
by it and a written representation from certain reporting persons that no Forms
5 were required for those persons, the Company believes that, during the period
February 1, 1997 through January 31, 1998 all filing requirements applicable to
its officers, directors and 10% Shareholders were complied with on a timely
basis with the exception of Mr. Hayne who did not report a June 1997 sale of
40,000 shares and a May 1997 transfer of shares to the Hayne Foundation. These
transactions were reported on a subsequent Form 4.
PROXY SOLICITATION COSTS. The cost of soliciting proxies will be borne by
the Company. Solicitation may be made by mail, personal interview or telephone
by certain officers and other employees of the Company who will receive no
additional compensation therefor. The Company will reimburse banks, brokers and
other nominees for their reasonable expenses in forwarding proxy materials to
the beneficial owners for whom they hold shares.
ANNUAL REPORT. This Proxy Statement is accompanied by the Company's Annual
Report to Shareholders for Fiscal 1998.
12
<PAGE>
EACH PERSON SOLICITED CAN OBTAIN WITHOUT CHARGE, EXCEPT FOR EXHIBITS, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 1998 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BY SENDING A WRITTEN REQUEST TO:
URBAN OUTFITTERS, INC.
1809 Walnut Street
Philadelphia, Pennsylvania 19103
Attention: Investor Relations
By Order of the Board of Directors
Richard A. Hayne
Chairman of the Board
April 20, 1998
13
<PAGE>
URBAN OUTFITTERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Richard A.
Hayne and Kenneth K. Cleeland, or either of them, with full power of
substitution, as the undersigned's proxies to vote at the Annual Meeting of
Shareholders of Urban Outfitters, Inc. (the "Company") called for May 19, 1998
and at any adjournment thereof.
1. ELECTION OF DIRECTORS
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY
to vote for the nominees listed below
Nominees: Richard A. Hayne, Scott A. Belair, Harry S. Cherken, Jr.,
Kenneth K. Cleeland, Joel S. Lawson III, Burton M. Sapiro.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THAT NAME(S) OF SUCH NOMINEE(S) ON THE LINE BELOW.)
-------------------------------------------------------------------------
2. APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
(CONTINUED ON REVERSE SIDE)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED IN PROPOSALS 1 AND 2.
You are urged to sign and
return this proxy so that you
may be sure that your shares
will be voted.
Dated: , 1998
-----------------
-------------------------------
Signature of Shareholder
-------------------------------
Signature of Shareholder
Please sign exactly as your
name appears hereon, date and
return promptly. When shares
are held by joint tenants, both
should sign. Executors,
administrators, trustees and
other fiduciaries should
indicate their capacity when
signing.
