<PAGE> 1
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
Helen of Troy Limited
-----------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amont 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 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> 2
HELEN OF TROY LIMITED
6827 MARKET AVENUE
EL PASO, TEXAS 79915
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 27, 1996
Notice is hereby given that the Annual Meeting of the Shareholders of
Helen of Troy Limited, a Bermuda company, will be held at the El Paso Marriott,
1600 Airway Blvd., El Paso, Texas on Tuesday, August 27, 1996 at 1:00 p.m.,
Mountain Daylight Time, for the following purposes:
1. To elect a board of seven directors;
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
A record of shareholders who will be entitled to notice of or to vote
at the meeting has been taken as of the close of business on July 3, 1996. You
are urged to read carefully the attached Proxy Statement for additional
information concerning the matters to be considered at the meeting.
If you do not expect to be present in person at the meeting, please
sign and date the enclosed proxy and return it promptly in the enclosed
postage-paid envelope which has been provided for your convenience. The prompt
return of proxies will insure a quorum and save the Company the expense of
further solicitation.
You are cordially invited and encouraged to attend the meeting in person.
GERALD J. RUBIN
Chairman of the Board
El Paso, Texas
July 12, 1996
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU DO
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
HELEN OF TROY LIMITED
PRINCIPAL EXECUTIVE OFFICE
6827 MARKET AVENUE
EL PASO, TEXAS 79915
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 27, 1996
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Helen of
Troy Limited (the "Company") for use at its Annual Meeting of Shareholders to
be held at the El Paso Marriott, 1600 Airway Blvd., El Paso, Texas, on Tuesday,
August 27, 1996 at 1:00 p.m., Mountain Daylight Time, and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. A proxy may be revoked by filing written notice of
revocation or an executed proxy bearing a later date with the Secretary of the
Company any time before exercise of the proxy. A shareholder giving a proxy
may attend the Meeting and vote in person. Forms of proxy and proxy statements
are to be mailed on or about July 12, 1996.
The Annual Report to Shareholders for the year ended February 29, 1996,
("fiscal 1996"), including financial statements, is enclosed. It does not form
any part of the material provided for the solicitation of proxies.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, officers and employees of the Company may
solicit the return of proxies by telephone and personal interview. Forms of
proxy and proxy material may also be distributed through brokers, custodians
and like parties to beneficial owners of the Company's common stock, par value
$.10 per share (the "Common Stock") for which the Company will, upon request,
reimburse the forwarding expense.
VOTING SECURITIES
The close of business on July 3, 1996 was the record date for
determination of shareholders entitled to notice of, and to vote at, the
Meeting. At the record date, there were 13,021,662 issued and outstanding
shares of Common Stock, entitled to one vote per share ( the number of shares
has been adjusted to reflect the 2-for-1 stock split which was paid on July 1,
1996).
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 30, 1996, the beneficial
ownership of common stock of the directors, all officers and directors of the
Company as a group, and each person known to the Company to be the beneficial
owner of more than 5% of its outstanding common stock (number of shares have
been adjusted to reflect the 2-for-1 stock split which was paid on July 1,
1996):
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gerald J. Rubin (1)(2)(3)(4) 2,291,756 16.4%
6827 Market Avenue
El Paso, Texas 79915
Byron H. Rubin - -
Aaron M. Shenkman (3) 479,226 3.4%
Daniel C. Montano - -
Gary B. Abromovitz 1,000 -
Stanlee N. Rubin (4) - -
Christopher L. Carameros - -
All directors and officers as
a group (15 persons)(3) 3,087,094 22.0%
Fidelity Management and Research 1,605,200 11.5%
Company (5)
82 Devonshire Street
Boston, Massachusetts 02109
Neumeier Investment Counsel (6) 1,058,800 7.6%
26435 Carmel Rancho Blvd.
Carmel, California 93923
David L. Babson & Company, Inc (7) 994,600 7.1%
One Memorial Drive
Cambridge, Massachusetts 02142
Brinson Partners (8) 949,700 6.8%
209 South LaSalle
Chicago, Illinois 60604
Neuberger & Berman (9) 888,000 6.3%
605 Third Avenue
New York, NY 10158
</TABLE>
(1) Does not include 72,000 shares in a trust for the children of Gerald J.
Rubin and Stanlee N. Rubin in which they disclaim any beneficial
ownership.
2
<PAGE> 5
(2) Includes 166,188 shares in the case of Mr. Gerald J. Rubin held
beneficially through a partnership in which Gerald J. Rubin is a
partner.
(3) Includes 650,000 shares in the case of Gerald J. Rubin, 100,000 shares
in the case of Aaron M. Shenkman and 1,045,112 shares in the case of all
directors and officers which are issuable pursuant to options which are
exercisable within sixty days of April 30, 1996.
(4) Includes 1,475,568 shares and all stock options granted which are
subject to a one-half undivided community property interest with Stanlee
N. Rubin.
(5) As extracted from Form 13G filed as of February 14, 1996, by Fidelity
Management and Research Company, this represents sole investment power
for 1,605,200 shares and sole voting power for no shares.
(6) As extracted from Form 13G filed February 6, 1996, by Neumeier
Investment Counsel, this represents sole investment power for 1,058,800
shares and sole voting power for 714,650 shares.
(7) As extracted from Form 13G filed as of February 12, 1996 by David L.
Babson & Company, Inc., this represents sole investment power for
994,600 shares and sole voting power for 718,800.
(8) As extracted from Form 13G filed as of February 9, 1996, by Brinson
Partners, Inc., this represents shared investment power for 949,700
shares and sole voting power for no shares.
(9) As extracted from Form 13G filed as of February 12, 1996, by Neuberger &
Berman L.P., this represents shared investment power for 888,000 shares
and sole voting power for 154,800 shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Bye-Laws of the Company state that the number of directors of the
Company shall not be less than two directors. Accordingly, the Board of
Directors has determined by resolution that the current number of directors
shall be seven; therefore, proxies cannot be voted for more persons than the
number of nominees named. Each director elected shall serve as a director
until the next annual meeting of shareholders, or until his or her successor is
elected and qualified.
The seven persons named below are management's nominees for election as
directors. Further information with respect to each nominee is set forth in
the following:
Directors and executive officers each serve for a one year term or until
their successors are elected and qualified to serve. Gerald J. Rubin and Byron
H. Rubin are brothers.
Set forth below are descriptions of the principal occupations during at
least the past five years of the directors and executive officers of the
company.
Gerald J. Rubin, founder of Helen of Troy Corporation, has been the
Chairman and Chief Executive Officer of the Company since December 1993 and of
Helen of Troy Corporation since 1984. Mr. Rubin has been a Director of the
Company since December 1993 and of Helen of Troy Corporation since 1969.
Aaron M. Shenkman, has been the Deputy Chairman, President and Chief
Operating Officer of the Company since December 1993 and President and Chief
Operating Officer of Helen of Troy Corporation since 1984. Mr. Shenkman has
been a Director of the Company since December 1993 and of Helen of Troy
Corporation since 1975. Mr. Shenkman is a Director of Craftmade International,
Inc., a public corporation.
3
<PAGE> 6
Daniel C. Montano, has been a Director of the Company since December
1993 and of Helen of Troy Corporation since 1980. He has been Director of
Investment Banking at Brook Street Securities since January of 1995. Mr.
Montano was President and a Director of Montano Securities Corporation from
1979 to January 1995. He is subject to a cease-and- desist order pursuant to
Section 8A of the Securities Act ordering him to permanently cease and desist
from committing or causing any violation, and from committing or causing any
future violation, of Sections 5(b)(1) and 17(a)(2) and (3) of the Securities
Act.
Byron H. Rubin, has been a Director of the Company since December 1993
and of Helen of Troy Corporation since 1981. He has been a partner in the firm
Integrated Financial of Texas, an insurance and tax planning firm in Dallas,
Texas since 1979.
Stanlee N. Rubin, is the wife of Gerald J. Rubin, Chairman of the Board
of Directors. She has been a Director of the Company since December 1993 and
of Helen of Troy Corporation since 1990. Mrs. Rubin is active in civil and
charitable organizations. She is a member of the University of Texas at El
Paso Board of Development. She is presently on the Board of Directors of the
Alumni Association of the University of Texas at El Paso, The National
Conference of Christians and Jews and the El Paso Symphony Guild.
Gary B. Abromovitz, has been a Director of the Company since December
1993 and of Helen of Troy Corporation since 1990. He has been a partner in the
law offices of Bonn/Abromovitz Law Firm in Phoenix, Arizona since 1990. From
1985 to 1989, he was Of Counsel to the law firm Bonn & Anderson in Phoenix,
Arizona.
Christopher L. Carameros, has been a Director of the Company since
December 1993 and of Helen of Troy Corporation since June 1993. He currently
is an officer, director and minority shareholder of Cactus Apparel Inc., an
apparel manufacturing company. He also serves as a Director of Farah
Incorporated.
Except as indicated above, none of the directors of the Company is a
director of any other publicly held company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company has an Executive Committee which during fiscal 1996 consisted
of Mr. Gerald J. Rubin and Mr. Aaron M. Shenkman. The Executive Committee has
the power to exercise all of the authority of the Board of Directors in the
management of the business and affairs of the Company, except to the extent
provided in the Company's bye-laws and by applicable law. All actions and
resolutions of the Executive Committee are reported to the Board of Directors
at the next meeting of the Board for its review, approval and ratification.
The Executive Committee meets periodically during the year but no resolutions
were adopted nor were any formal meetings held during fiscal 1996.
The Company has an Audit Committee which during fiscal 1996 consisted of
Mr. Gary B. Abromovitz, Mr. Daniel C. Montano and Mr. Christopher L.
Carameros. The Audit Committee is responsible for evaluating accounting and
control procedures and practices of the Company and reporting on such matters
to the Board of Directors. The Audit Committee serves as a direct liaison with
the Company's independent public accountants and recommends the engagement or
discharge of such accountants. The Audit Committee meets periodically with the
Chief Financial Officer, other appropriate officers of the Company and the
Company's independent public accountants to review the Company's financial and
accounting systems, accounting and financial controls, reports by the
independent public accountants, proposed accounting changes and financial
statements and opinions on such financial statements. The Audit Committee met
or unanimously voted on resolutions one time during fiscal 1996.
4
<PAGE> 7
The Company has a Nominating Committee which during fiscal 1996 consisted
of Mr. Gerald J. Rubin and Mr. Aaron M. Shenkman. The Nominating Committee
receives recommendations from its members or other members of the Board of
Directors for candidates to be appointed to the Board or Board Committee
positions, reviews and evaluates such candidates and makes recommendations to
the Board of Directors for nominations to fill Board and Board Committee
positions. The Nominating Committee meets periodically during the year, but no
resolutions were adopted nor were any formal meetings held during fiscal 1996.
The Nominating Committee will consider candidates recommended by employees and
shareholders. Written suggestions for candidates accompanied by a written
consent of the proposed candidate to serve as a director if nominated and
elected, a description of his or her qualifications and other relevant
biographical information should be sent in by March 7th of the year preceding
the next Annual Meeting to the Secretary of the Company, 6827 Market Avenue, El
Paso, Texas 79915.
The Company has a Compensation and Options Committee which during fiscal
1996 consisted of Mr. Daniel C. Montano and Mr. Gary Abromovitz. The
Compensation and Options Committee reviews and makes recommendations to the
Board of Directors on officer and senior employee compensation, grants of stock
options under the Company's stock option plans and generally oversees matters
relating to compensation of employees of the Company. The Compensation and
Options Committee met or unanimously voted on resolutions one time during
fiscal 1996.
The full Board of Directors met or unanimously voted on resolutions 4
times during fiscal 1996. Each of the directors attended or acted upon at
least seventy-five percent of the aggregate number of Board of Director
meetings, consents, and Board of Director Committee meetings or consents held
or acted upon during fiscal 1996.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth the summary of compensation paid to the
Company's Chief Executive Officer and its other Executive Officers during
fiscal years 1994 through 1996 (number of shares have been adjusted to reflect
the 2- for-1 stock split which was paid on July 1, 1996).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION($)
---------------------------------------------------- ------------ ------------
OTHER
NAME AND ANNUAL
PRINCIPAL COMPENSATION OPTIONS/
POSITION YEAR SALARY ($) BONUS ($) $ SARS (#)
- -------- ---- ---------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Gerald J. Rubin 1996 $600,000 $262,000 $ -0- 600,000 $15,363(1)(2)(4)
Chairman and Chief 1995 571,403 -0- 2,389,238(3) -0- 5,748(2)
Executive Officer 1994 557,564 -0- -0- -0- 5,428(2)
Aaron M. Shenkman 1996 540,071 150,000 1,105,640(3) 300,000 4,481(1)(2)
President and Chief 1995 514,353 -0- 2,607,109(3) -0- 3,234(2)
Operating Officer 1994 501,808 -0- -0- -0- 3,049(2)
Sam L. Henry 1996 188,343 24,485 -0- 40,000 3,761(1)(2)
Senior Vice-President 1995 179,375 17,900 65,813(3) 10,000 2,558(1)(2)
Finance 1994 175,000 -0- -0- -0- 2,330(1)(2)
</TABLE>
(1) These amounts represent the Company's contributions to Helen of Troy
Corporation's 401(k) Profit Sharing Plan.
(2) Amounts representing premiums for life insurance or the economic benefit
of split dollar policies paid by the Company for life insurance
arrangements on behalf of the Executive Officer.
(3) The amounts represent the income attributable to the individuals for the
exercise of non-qualified stock options which were originally granted in
fiscal 1990 and 1989. The Company did not make cash payments. Instead
shares of stock were issued to the individuals.
(4) Amounts representing the annual lease value of a vehicle provided by the
Company.
6
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDER- OPTIONS/
LYING SARS
OPTIONS/ GRANTED TO
SARS EMPLOYEES EXERCISE OF
GRANTED IN FISCAL BASE PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
- ----------- ---------- ---------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
G. RUBIN 600,000 51.3% $9 03/28/05 $3,396,000 $8,606,100
A. SHENKMAN 300,000 25.7% $9 03/01/05 $1,698,000 $4,303,000
S. HENRY 40,000 3.4% $9 05/02/05 $ 226,400 $ 573,740
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS AT OPTIONS/SARS AT
ON VALUE FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
EXERCISE REALIZED -------------------------- --------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------- ---------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Rubin - - 450,000 600,000 $3,478,118 $1,500,000
A. Shenkman 63,460 1,105,640 - 300,000 - 750,000
S. Henry - - 64,750 65,500 378,415 198,660
</TABLE>
(1) Based on the closing price of the NASDAQ National Market System -
Composite Transactions of the Company's Common Stock on that date
($11.50).
EMPLOYMENT CONTRACTS
The Company has entered into contracts with each of its directors and
executive officers to indemnify them against certain fees and expenses incurred
in legal proceedings to which the officer or director is made a party by reason
of serving as an officer or director of the Company, so long as the party to be
indemnified acted in good faith or in a manner reasonably believed to be in or
not opposed to the best interests of the Company.
During the fiscal year ended February 29, 1996, the Company had
employment contracts with Messrs. Gerald J. Rubin and Aaron M. Shenkman. The
contracts which were effective March 1, 1995, provided for (a) base salaries of
$600,000 and $540,000, respectively and (b) a bonus equal to 5% and 4% for
Messrs. Rubin and Shenkman, respectively, of adjusted earnings from continuing
operations less the base salary of each individual.
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<PAGE> 10
In the event of the death of Messrs. Rubin or Shenkman, all unpaid
benefits under these agreements are payable to their estates.
Gerald J. Rubin's contract renews itself monthly for a new five year
term. Gerald J. Rubin's and Aaron M. Shenkman's contracts grant them the
right to elect a cash payment of the remainder of their contracts in the event
of a merger, consolidation or transfer of all or substantially all of the
Company's assets to any unaffiliated company or other person.
The Company has purchased, pursuant to the terms of the employment
contracts, life insurance in the amount of $5.0 million on the life of Gerald
J. Rubin and in the amount of $2.5 million on the life of Aaron M. Shenkman,
payable in the event of death to their respective designees. The Company has
also purchased three "second to die" life insurance contracts in the cumulative
amount of $29.0 million on the lives of Gerald J. Rubin and Stanlee N. Rubin,
payable to their respective designee. All of the above policies referred to in
this paragraph are Split Dollar policies, which provide for the return of
premiums advanced by the Company to be reimbursed to the Company upon death of
the insured(s).
DIRECTOR COMPENSATION
Each director who is not an employee or officer of the Company received
a fee of $3,000 for each meeting of the Board of Directors attended, together
with travel and lodging expenses incurred in connection therewith. Additional
payments of $1,500 were made quarterly to each such director.
COMPENSATION AND OPTIONS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Byron H Rubin, a Director of the Company is brother of Gerald J. Rubin.
COMPENSATION AND OPTIONS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Options Committee has submitted the following
report:
The Compensation and Options Committee is responsible for developing the
Company's executive compensation strategy and for administering the policies
and programs that implement this strategy. The Committee is comprised entirely
of independent, non-employee directors.
The executive compensation strategy reflects the Company's fundamental
philosophy of aligning the interests of management with the long-term
performance of the Company and offering competitive compensation opportunities
based on each individual's contribution to the achievement of shareholder
value. This strategy is designed to attract and retain employees with
outstanding qualifications and experience.
The three elements of the Company's executive compensation strategy, all
determined by corporate and individual performance, are:
Base salary
Annual incentive compensation
Long-term incentive compensation
Total compensation opportunities are competitive with those offered by a
range of comparable companies and are intended to align management interests
more closely with shareholder interests. The companies which the Compensation
and Options Committee has reviewed in determining competitive compensation are
those of its primary competitors. Some of these competitors are private
companies and are therefore not included in the stock performance graph.
8
<PAGE> 11
Base salary for Gerald J. Rubin (Chief Executive Officer) and Aaron M.
Shenkman for fiscal 1996 was based on the long-term employment contracts of
such individuals with the Company. See "Executive Compensation-Employment
Contracts." Base salary for the remaining executive officers is determined by
the skills and experience required by the position, the impact of the
individual on the Company and the performance and potential of the individual.
Annual incentive compensation consists of cash bonuses. The amount of
cash bonuses for Gerald J. Rubin and Aaron M. Shenkman are based on their
employment contracts with the Company. During fiscal 1996, the Company awarded
bonuses of $262,000 and $150,000 to Messrs. Gerald J. Rubin and Aaron M.
Shenkman, respectively.
The amount of cash bonuses for the remaining executive officers is
determined based on the pre-tax earnings of the Corporation. A maximum bonus
amount up to 25% of the executive's annual base salary is determined for each
executive. A portion of the bonus is earned as the Corporation's pre-tax
earnings exceed a minimum base amount determined as of the beginning of each
fiscal year and the earned portion of the bonus increases as pre-tax earnings
exceed this base amount. The bonus listed in the Summary Compensation Table
for fiscal 1996 for executive officers other than Messrs. Rubin and Shenkman
are for bonuses earned during fiscal 1996 and paid in fiscal 1997. It is
anticipated that bonuses will be paid to these executive officers for fiscal
1997.
Long-term incentive compensation consists of the Company's stock option
plans. Stock options are granted based on the position of the executive
officer, and Company and individual performance. During fiscal 1996, 600,000
and 300,000 shares of the Company's Common Stock were awarded pursuant to stock
options to Gerald J. Rubin and Aaron M. Shenkman, respectively.
Executive officers are provided with an opportunity for ownership
positions in the Company's Common Stock through the stock option plan. This
opportunity for ownership, combined with a significant performance-based
incentive compensation opportunity, forges a strong linkage between the
Company's management and shareholders.
As stated above, the compensation to the Company's Chief Executive
Officer, Gerald J. Rubin during fiscal 1996 consisted of base salary, annual
incentive compensation and long-term incentive compensation. All of the
factors discussed above in this report were taken into consideration by the
Compensation and Options Committee in determining the total compensation for
Mr. Rubin for fiscal 1996.
Gary B. Abromovitz (Chairman)
Daniel C. Montano
The foregoing report of the Compensation and Options Committee shall not
be deemed incorporated by reference by any general statement incorporating by
reference the Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the Act.
9
<PAGE> 12
HELEN OF TROY FIVE YEAR PERFORMANCE GRAPH
The graph below compares the cumulative total return of the Company to
the NASDAQ Market Index and a Peer Group Index.
The graph is made of the followig data:
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Helen of Troy Limited 331.00 288.17 237.54 260.91 223.38
Peer Group Index 235.31 178.99 151.89 150.43 132.68
NASDAQ Market Index 185.93 134.65 141.04 110.69 110.51
</TABLE>
ASSUMES $100 INVESTED ON MARCH 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING FEB. 29, 1996
(1) The peer group used was the Dow Jones Industry Companies -
Cosmetics, Personal Care Products.
10
<PAGE> 13
TRANSACTIONS WITH MANAGEMENT
Bryon H. Rubin, a Director of the Company, has earned ordinary insurance
agent's commissions in connection with the Company's group health, life and
disability insurance as well as in connection with certain life insurance
policies on its officers. During fiscal 1996 his commissions received from
polices sold to the company approximated $40,000.
STOCKHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting must be received at the executive offices of the Company by March 7,
1997, for inclusion in the proxy statement and form of proxy of the Company.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
No action is to be taken with respect to the selection or approval of
independent public accountant for the Company. KPMG Peat Marwick LLP has
served as independent public accountants for the Company since 1978. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting of Shareholders with the opportunity to make a statement if he desires
to do so, and he is also expected to be available to respond to appropriate
questions.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the Annual
Meeting other than the election of directors. If other matters properly come
before the Meeting or any adjournment thereof, the holders of the proxies are
authorized to vote on these matters in accordance with management's discretion.
YOUR VOTE IS IMPORTANT
You are encouraged to let us know your preference by completing and
returning the enclosed proxy card.
Gerald J. Rubin
Chairman of the Board
11
<PAGE> 14
HELEN OF TROY ----------
LIMITED PROXY
----------
Annual Meeting of Shareholders
August 27, 1996
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby authorizes Gerald J. Rubin and Aaron M. Shenkman or
either of them, as Proxies with power of substitution, to represent the
undersigned at the Annual Meeting of Shareholders of the Company to be held on
Tuesday, August 27, 1996, at 1:00 p.m., Mountain Daylight Time, at the El Paso
Marriott Hotel, 1600 Airway Blvd., El Paso, Texas, and any adjournment thereof,
and to vote all the shares of Common Stock of the Company that the
undersigned is entitled to vote on the following matters:
1. THE ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below) [ ]
WITHOUT AUTHORITY
to vote for all nominees below [ ]
(INSTRUCTION: To withhold authority to vote for any individual, strike a line
through the nominee's name on the list below.)
Gerald J. Rubin Aaron M. Shenkman Byron H. Rubin Daniel C. Montano
Stanlee N. Rubin Christopher Carameros Gary B. Abromovitz
2. IN THEIR DISCRETION, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING
For [ ] Against [ ] Abstain [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 AND IN ACCORDANCE WITH MANAGEMENT'S DISCRETION AS TO ANY
OTHER MATTERS.
- ----------------------------------------IMPORTANT: Please date this proxy and
sign exactly as your name or names
appear thereon. If stock is held
jointly, signature should include both
names. Executors, administrators,
trustees, guardians, and others signing
in the representative capacity, please
so indicate when signing.
DATED , 1996
-------------- --------------------------------
Signature
- ----------------------------------
PLEASE SIGN, DATE AND RETURN THIS
PROXY PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
- ---------------------------------- --------------------------------
Signature if held jointly
