<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
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] 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:
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(4) Date Filed:
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<PAGE> 2
HELEN OF TROY LIMITED
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 24, 1999
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Meeting") of Helen of Troy Limited, a Bermuda company, will be held at the
Camino Real Hotel, 101 S. El Paso Street, El Paso, Texas on Tuesday, August 24,
1999 at 1:00 p.m., Mountain Daylight Time, for the following purposes:
1. To elect a board of seven directors;
2. To consider approval of amendments to the Helen of Troy
Limited 1995 Non-Employee Director Stock Option Plan;
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
June 23, 1999 has been fixed as the date of record for determining
Shareholders entitled to receive notice of and vote at the Annual Meeting. 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 that has been provided for your convenience. The prompt
return of proxies will help ensure the presence of 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
June 25, 1999
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.
Helen of Troy(R)
<PAGE> 3
HELEN OF TROY LIMITED
PRINCIPAL EXECUTIVE OFFICE
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 24, 1999
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
(the "Meeting") to be held at the Camino Real Hotel, 101 S. El Paso Street, El
Paso, Texas, on Tuesday, August 24, 1999 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 7, 1999.
The Annual Report to Shareholders for the year ended February 28, 1999
("fiscal 1999"), 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 shares, 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 June 23, 1999 was the record date for
determination of shareholders entitled to notice of, and to vote at, the
Meeting. At the record date, there were 29,054,862 issued and outstanding shares
of Common Stock, entitled to one vote per share.
2
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 15, 1999, the beneficial
ownership of the Common Stock of the Directors, the executive officers of the
Company, the executive officers and the Directors of the Company as a group, and
each person known to the Company to be the beneficial owner of more than 5% of
the Common Stock:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT
<S> <C> <C>
Gerald J. Rubin (1)(2)(3)(4)(5) 4,724,922 15.3%
One Helen of Troy Plaza
El Paso, Texas 79912
Byron H. Rubin (6) 33,000 *
Daniel C. Montano (7) 32,000 *
Gary B. Abromovitz (7) 36,000 *
Stanlee N. Rubin (1)(2)(3)(4)(5) 4,724,922 15.3%
One Helen of Troy Plaza
El Paso, Texas 79912
Christopher L. Carameros (6) (8) 34,000 *
H. McIntyre Gardner (9) 66,666 *
All directors and executive officers as a group 4,926,588 16.0%
(8 persons) (10) (11) (12)
Fidelity Management and Research 2,705,000 8.9%
Company (13)
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
*Ownership of less than 1% of the outstanding Common Stock
(1) Does not include 144,000 shares in a trust for the children of Gerald
J. Rubin and Stanlee N. Rubin in which they disclaim any beneficial
ownership.
(2) Includes 276,980 shares held beneficially through a partnership in
which Gerald J. Rubin and Stanlee Rubin are partners.
(3) Includes 1,550,000 shares that are held by Gerald J. Rubin and that are
issuable pursuant to options that are exercisable within sixty days of
June 15, 1999. Gerald J. Rubin's stock options are subject to a
one-half undivided community property interest with Stanlee N. Rubin.
(4) Includes 2,865,942 shares owned directly by Gerald Rubin, all of which
are subject to a one-half undivided community property interest with
Stanlee N. Rubin.
(5) Includes 32,000 stock options, issued under the 1995 Non-Employee
Director Plan and exercisable within 60 days of June 15, 1999, held by
Stanlee Rubin and subject to a one-half undivided community property
interest with Gerald J. Rubin.
(6) 24,000 of the shares for each of Byron H. Rubin and Christopher L.
Carameros consist of options issued under the 1995 Non-Employee
Director Stock Option Plan and exercisable within 60 days of June 15,
1999.
3
<PAGE> 5
(7) 32,000 of the shares for each of Daniel C. Montano and Gary B.
Abromovitz consist of options issued under the 1995 Non-Employee
Director Stock Option Plan and exercisable within 60 days of June 15,
1999.
(8) Includes 10,000 shares held in a trust, of which Mr. Carameros is the
trustee, for Mr. Carameros' family.
(9) All of the shares for H. McIntyre Gardner consist of stock options
exercisable within 60 days of June 15, 1999.
(10) The Company's Senior Vice-President, Finance and Chief Financial
Officer, Dona Fisher, did not beneficially own any shares of the
Company's common stock at June 15, 1999. Ms. Fisher's tenure with the
Company commenced in March 1999.
(11) The following shares are included in both Gerald J. Rubin's and Stanlee
N. Rubin's individual beneficial ownership totals: 2,865,942 shares
owned directly by Gerald J. Rubin and subject to a one-half undivided
community property interest with Stanlee N. Rubin; 1,550,000 stock
options exercisable within 60 days of June 15, 1999 held directly by
Gerald J. Rubin and subject to a one-half undivided community property
interest with Stanlee N. Rubin; 276,980 shares held beneficially
through a partnership in which Gerald J. Rubin and Stanlee N. Rubin are
partners; and 32,000 stock options exercisable within 60 days of June
15, 1999, held directly by Stanlee N. Rubin and subject to a one-half
undivided community property interest with Gerald J. Rubin.
(12) Includes 1,760,666 stock options, 1,616,666 of which were issued under
the Company's 1994 and 1998 Employee Stock Option and Restricted Stock
Plans and 144,000 of which were issued under the Company's 1995
Non-Employee Director Stock Option Plan. All stock options included in
this total are exercisable within 60 days of June 15, 1999.
(13) As extracted from Form 13G filed as of February 1, 1999 by Fidelity
Management and Research Company, represents sole dispositive power for
2,705,000 shares and sole voting power for no shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-laws of the Company state that the number of Directors of the
Company shall not be less than two. Accordingly, the number of Director
positions has been set at seven. The Nominating Committee has identified seven
candidates for election to the Board of Directors. 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 the Nominating Committee's nominees
for election as Directors. Gerald J. Rubin and Stanlee N. Rubin are married.
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 nominees for membership on the Company's Board of Directors.
Gerald J. Rubin, age 55, founder of the Company, has been the Chairman
of the Board and Chief Executive Officer of the Company since 1984. Mr. Rubin
has been a Director of the Company since 1969.
Gary B. Abromovitz, age 56, has been a Director of the Company since
1990. Mr. Abromovitz was a partner in the law firm of Bonn/Abromovitz from
January 1990 to September 1998. Since September 1998, Mr. Abromovitz has been
active in real estate, concentrating on historic properties and downtown
redevelopment.
Stanlee N. Rubin, age 55, has been a Director of the Company since
1990. Mrs. Rubin is active in civic 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. Mrs. Rubin is also a Partner for the Susan G. Komen Breast
Cancer Foundation.
4
<PAGE> 6
Christopher L. Carameros, age 45, has been a Director of the Company
since June 1993. Mr. Carameros has been an officer of L & M Asset Management
Inc., a financial services and asset management company, from August 1997 to the
present. He was an Executive Vice President of Cactus Apparel Inc., an apparel
manufacturing company, from January 1992 to July 1997.
Byron H. Rubin, age 49, has been a Director of the Company since 1981.
He has been a partner in the firm Daniels & Rubin (formerly known as Integrated
Financial of Texas), an insurance and tax planning firm in Dallas, Texas since
1979.
Daniel C. Montano, age 50, has been a Director of the Company since
1980. He has been the managing Director of C&K Capital since January 1997. From
January 1995 to December 1996, he was Director of Investment Banking at
Brookstreet Securities. Mr. Montano was President and a director of Montano
Securities Corporation from 1979 to January 1995. In connection with matters
that occurred in 1994, Mr. Montano agreed in 1997 to a settlement with the
National Association of Securities Dealers, Inc. (the "NASD") pursuant to which
he was fined $102,500 and suspended by the NASD from associating with any NASD
members for a period of two years. Mr. Montano consented to the findings that he
had engaged in a course of conduct that resulted in the mishandling or misuse by
his firm, Montano Securities, of funds entrusted to it. Montano Securities was
also found to have carried out securities transactions without maintaining
sufficient net capital. In May 1998, the NASD suspended Mr. Montano's
registration as a registered securities broker for an unspecified time due to
his failure to pay an arbitration award. In July 1998, the Securities and
Exchange Commission entered an order affirming a decision by the NASD that Mr.
Montano was found to have violated certain rules of the NASD, including not
accurately and sufficiently discussing the mechanism of short-selling or the
risks associated with implementing the strategy using a particular stock, making
improper references to prior recommendations, making exaggerated and
inappropriate presentations of prior recommendations and making improper
projections. None of the matters discussed above with regard to Mr. Montano
involved any securities of or transactions involving Helen of Troy Limited or
any of its subsidiaries.
H. McIntyre Gardner, age 38, has been the President and Chief Operating
Officer of the Company since September 1997. Mr. Gardner served as Executive
Vice President and President of Appliance Corp. of America from 1994 to
September 1997. Mr. Gardner held the position of President of Hanover
Associates, Inc. from 1991 to 1994.
VOTE REQUIRED FOR ELECTION OF DIRECTORS
The nominees receiving a majority of the votes cast at the Meeting will
be elected as Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE SEVEN NOMINEES NAMED ABOVE.
5
<PAGE> 7
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Executive Committee consisted of Mr. Gerald J. Rubin and
Mr. Byron H. Rubin during fiscal 1999. 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 By-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 1999.
The Company's Audit Committee consisted of Mr. Gary B. Abromovitz, Mr.
Daniel C. Montano and Mr. Christopher L. Carameros during fiscal 1999. The Audit
Committee is responsible for evaluating the accounting and control procedures
and practices of the Company and for 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 three times during fiscal
1999.
The Company's Nominating Committee consisted of Mr. Gerald J. Rubin and
Mrs. Stanlee N. Rubin during fiscal 1999. 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 Committee positions, reviews and
evaluates such candidates and makes recommendations to the Board of Directors
for nominations to fill Board and Committee positions. The Nominating Committee
held periodic informal meetings during the year. 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 by March 6, 2000 for consideration by the Nominating Committee prior to the
next Annual Meeting to the Secretary of the Company, One Helen of Troy Plaza, El
Paso, Texas 79912.
The Company's Stock Option and Compensation Committee consisted of Mr.
Gary B. Abromovitz and Mr. Daniel C. Montano during fiscal 1999. The Stock
Option and Compensation Committee generally oversees matters relating to
compensation of executive employees of the Company. In connection with this
oversight, it reviews and makes recommendations to the Board of Directors on
officer and senior employee compensation and on grants of stock options under
the Company's stock option plans. The Stock Option and Compensation Committee
met or unanimously voted on resolutions twice during fiscal 1999.
The full Board of Directors met or unanimously voted on resolutions
seven times during fiscal 1999. Three of the seven Board of Directors meetings
were held by telephone. Each of the Directors attended or acted upon at least
seventy-five percent of the aggregate number of Board of Director meetings,
consents, and Committee meetings or consents held or acted upon during the
period for which he or she acted as a member of the Board of Directors during
fiscal 1999.
6
<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 1997 through 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL FISCAL COMPENSATION OPTIONS / ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) ($) SARS (#) COMPENSATION ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerald J. Rubin 1999 $ 600,000 $ 1,250,000 $ -- 1,000,000 $ 17,052(1)(2)(3)
Chairman and Chief 1998 625,003 885,000 -- 1,000,000 16,414(1)(2)(3)
Executive Officer 1997 623,158 551,705 -- -- 15,821(1)(2)(3)
H. McIntyre Gardner 1999 400,000 400,000 -- -- 1,629(1)(2)
President and Chief 1998 216,667 50,000 -- 300,000 --
Operating Officer 1997 -- -- -- -- --
Sam L. Henry 1999 218,032 25,000 -- -- 3,545(1)(4)
Senior Vice-President 1998 215,636 28,240 -- 20,000 4,517(1)(4)
Finance and Chief 1997 205,367 40,343 -- -- 4,517(1)(4)
Financial Officer
</TABLE>
(1) Includes $1,000 consisting of the Company's contributions to the Helen
of Troy 401(k) Plan.
(2) Includes amounts representing the economic benefit of split-dollar life
insurance policies for which the Company paid the premiums. In the case
of Gerald J. Rubin, the economic benefit of such polices totaled
$7,802, $7,164 and $6,571 in fiscal 1999, 1998 and 1997, respectively.
In the case of H. McIntyre Gardner the economic benefit of such
policies totaled $629 in fiscal 1999.
(3) Includes $8,250 representing the annual lease value of a vehicle
provided by the Company.
(4) Includes amounts consisting of premiums paid by the Company for term
life insurance on behalf of Sam L. Henry. Such premiums totaled $2,545
in fiscal 1999 and $3,517 in fiscal 1998 and 1997.
7
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
- ----------------------------------------------------------------------------------------- ---------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS / SARS
UNDERLYING GRANTED TO
OPTIONS / SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- ----------- ---------------- -------------------- -------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Rubin 500,000 45.8% 17.6250 1/29/2009 $ 5,542,134 $ 14,044,855
G. Rubin 500,000 45.8% 13.4688 2/26/2009 $ 4,235,228 $ 10,732,900
</TABLE>
AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION / SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS / IN-THE-MONEY OPTIONS / SARS
SARS AT YEAR-END (#) AT FISCAL YEAR-END ($) (2)
------------------------------- -------------------------------
SHARES
ACQUIRED
ON
EXERCISE VALUE REALIZED
NAME (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------ ----------- -------------- ------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
G. Rubin 900,000 $ 16,246,890 1,300,000 1,900,000 $ 11,325,000 $ 234,500
H.M. Gardner -- $ -- 66,666 234,334 $ -- $ --
S. Henry 34,284 $ 559,740 35,716 68,000 $ 339,054 $ 500,000
</TABLE>
(1) Represents the number of shares acquired on exercise multiplied by the
increase in the price of the Common Stock from the option grant date to
the exercise date.
(2) Based on the closing price of the NASDAQ National Market System -
Composite Transactions of the Common Stock on February 26, 1999
($13.9375).
Mr. Sam L. Henry resigned as the Company's Chief Financial Officer,
Senior Vice-President, Finance and Secretary in March 1999.
Dona Fisher, age 46, has been the Senior Vice-President, Finance and
Chief Financial Officer of the Company since March 1999. Ms. Fisher was a Senior
Executive Vice-President at Sun Apparel, Inc., an apparel manufacturer, from
September 1996 to March 1999. Ms. Fisher was with the Franklin Mint from 1982 to
June 1996, serving as a Senior Vice-President from 1991 to 1996.
EMPLOYMENT CONTRACTS
The Company indemnifies each of its Directors and executive officers,
as well as certain officers of the subsidiaries, against certain fees, expenses
and losses incurred in legal proceedings to which the officer or Director is
made a party by reason of serving as an executive 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
Mr. Rubin's employment contract was amended and restated effective
March 1999. Mr. Rubin's employment contract has a term of five years, renews
itself daily and provides for a base salary of $600,000, a bonus equal to 5% of
adjusted earnings from continuing operations less Mr. Rubin's base salary in
accordance with the Company's cash bonus performance plan, which was approved by
the Company's shareholders, and reimbursement of certain expenses and taxes. Mr.
Rubin also received options to purchase common stock of the Company that are
immediately vested in the amount of 250,000 shares on May 28, 1999, and will
continue to receive options in such amount on the last business day of each
8
<PAGE> 10
August, November, February and May during the term of the agreement.
Should Mr. Rubin's employment with the Company be terminated by an
occurrence other than by death, disability, or good cause, Mr. Rubin will
receive payments, each in an amount equal to his monthly rate of basic
compensation, which shall commence on the date of termination and shall continue
until the date the employment contract would have expired but for said
occurrence. Mr. Rubin would also receive payments, payable annually after the
close of each fiscal year of the Company, each in an amount equal to the amount
of incentive compensation and bonuses that would otherwise have been payable to
him if he had continued in the employ of the Company for the same period.
Upon the occurrence of a change in control of the Company, Mr. Rubin
may elect to terminate his employment with the Company, and upon such
termination will receive a lump sum payment of that amount due to him as basic
compensation if his employment contract had continued until the date the
employment contract would have expired but for said occurrence. In the event of
a change in control, Mr. Rubin will also receive a lump sum payment in an amount
equal to the amount of incentive compensation and bonuses that would otherwise
have been payable to him under the employment agreement. For the purposes of
calculating such lump sum payment, Mr. Rubin's incentive compensation and
bonuses payable with respect to each fiscal year shall be the highest annual
incentive compensation and bonus award made to him with respect to the Company's
most recent three fiscal years ending prior to the date of the termination, with
present value calculated using the applicable federal rate for the date of the
termination of employment. Mr. Rubin's contract also provides for a gross-up for
the excise tax on any amounts that are treated as excess parachute payments
under the Internal Revenue Code.
If Mr. Rubin's employment is terminated by an occurrence other than by
death, disability, or good cause, including upon a change in control, Mr. Rubin
will also receive: (1) all amounts earned, accrued or owing but not yet paid to
him, (2) immediate vesting of all options granted to him, (3) removal of all
restrictions on restricted stock awarded to him and immediate vesting of the
rights to such stock, (4) medical benefits for him and his wife for life and to
his children until their attainment of age 23, and (5) paid premiums on his life
insurance policy. Mr. Rubin will continue to participate in all employee
benefits plans, programs or arrangements available to Company executives in
which he was participating on the date of termination until the date the
employment contract would have expired but for said occurrence or, if earlier,
until he receives equivalent benefits and coverage by another employer.
The Company has an employment contract with H. McIntyre Gardner. Mr.
Gardner's contract became effective September 1, 1997, and provides for a base
salary of $400,000 and a bonus that is dependent upon the Company earning
specific amounts of pre-tax income. No incentive compensation will be paid to
Mr. Gardner for any fiscal year unless such pre-tax income for a fiscal year
exceeds $30 million.
Upon the occurrence of Mr. Gardner's termination for reasons other than
death, disability or good cause, and upon his election to terminate his
employment after a change in control of the Company, the Company shall make
monthly payments to Mr. Gardner, each in an amount equal to the monthly rate of
his basic compensation under the employment contract, commencing on the first
day of the month following the occurrence of the termination and ending on the
date the employment contract would have naturally expired. In addition, upon
termination, in the event the Stock Option and Compensation Committee fails to
grant an incentive award under the bonus plan of the Company, Mr. Gardner will
receive an amount equal to the product of (1) the incentive compensation he
would have received for the entire fiscal year, multiplied by (2) a fraction,
the numerator of which is the number of days during such fiscal year in which he
was an employee of the Company or its affiliates, and the denominator of which
is the number of days in such fiscal year.
In the event of the death of Messrs. Rubin or Gardner, all unpaid
benefits under these agreements are payable to their estates. Gerald J. Rubin's
and H. McIntyre Gardner's contracts grant each of 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 his employment
contract, life insurance in the amount of $5.0 million on the life of Gerald J.
Rubin, payable in the event of death to his respective designees. The Company
has 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(s). The Company has also purchased life
insurance in the amount
9
<PAGE> 11
of $1.0 million on the life of H. McIntyre Gardner, payable in the event of
death, to his respective designee(s). 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
During fiscal 1999, each member of the Board of Directors of the
Company 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. For fiscal 2000, each member
of the Board of Directors who is not an employee or officer of the Company will
receive a $4,000 quarterly retainer, $3,000 for each meeting of the Board of
Directors attended, together with travel and lodging expenses incurred
therewith, and $3,000 for each Audit Committee meeting attended after March 1,
1999. Members of the Board of Directors were not compensated for their
participation in telephonic meetings of the Board of Directors during fiscal
1999, nor will they be compensated for such meetings in fiscal 2000.
As approved by the Company's shareholders in fiscal 1996, each
non-employee director receives stock options to acquire 4,000 shares of the
Common Stock on September 1 of each year. Subject to approval by the Company's
shareholders, beginning September 1, 1999, each non-employee director will
receive 4,000 stock options quarterly. The following table illustrates the total
annual benefits that will be received by the group of Non-Employee Directors if
the amendment to the 1995 Non-Employee Director Stock Option Plan is approved by
the shareholders.
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF OPTIONS
- ----------------- ---------------- -----------------
<S> <C> <C>
Non-Employee Director Group $106,875 (1) 80,000 (2)
(5 persons)
</TABLE>
(1) Represents the dollar value that the Non-Employee Directors would have
received during fiscal 1999 if they had received 4,000 options each
quarter during that year. The total dollar value is computed based upon
the closing price of the Company's Common Stock at June 15, 1999
($17.625). Options that would have been granted with exercise prices
above $17.625 are valued at zero in this calculation.
(2) Each Non-Employee Director would receive 16,000 options per year,
compared to the 4,000 per year that they receive currently.
Stock options granted to non-employee directors have an exercise price
equal to the median of the high and low market prices of the Common Stock on the
day the stock options are granted. Such stock options vest after one year.
STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Stock Option and Compensation Committee has submitted the following report:
The Stock Option and Compensation 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.
10
<PAGE> 12
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
with shareholder interests. The Stock Option and Compensation Committee has
reviewed the Company's primary competitors in determining competitive
compensation. Some of these competitors are privately held and are therefore not
included in the stock performance graph.
Base salaries for Gerald J. Rubin (Chief Executive Officer) and H.
McIntyre Gardner for fiscal 1999 were based on their long-term employment
contracts. See "Executive Compensation - Employment Contracts."
Base salary for the Vice President of Finance and Chief Financial
Officer is determined by the Chief Executive Officer and the President of the
Company based upon the skills and experience required by the position, the
effect of the individual's performance on the Company and the potential of the
individual and is ratified by the Board of Directors.
Annual incentive compensation consists of cash bonuses. The amount of
the cash bonus for Gerald J. Rubin is based upon the 1997 Cash Bonus Performance
Plan, which was approved by the Company's shareholders. The amount of the cash
bonus for H. McIntyre Gardner is based on his employment contract with the
Company. During fiscal 1999, the Company awarded bonuses of $1,250,000 and
$400,000 to Messrs. Gerald J. Rubin and H. McIntyre Gardner, respectively.
The bonus for the Vice President of Finance and Chief Financial Officer
is determined based upon performance objectives set by the Company's Chief
Executive Officer and the Company's President.
Long-term incentive compensation consists of the Company's stock option
plans. Stock options are granted based on the performance and position of the
executive officer, as well as the Company's performance. Executive officers are
provided with opportunities for ownership positions in the Common Stock through
the Company's stock option plans. This opportunity for ownership, combined with
a significant performance-based incentive compensation opportunity, forges a
strong link between the Company's management and its shareholders. During fiscal
1999 the Company's Board of Directors granted to Gerald J. Rubin stock options
to purchase 1,000,000 shares of the Common Stock.
All of the factors discussed in this report were taken into
consideration by the Stock Option and Compensation Committee in determining the
total compensation for Mr. Rubin for fiscal 1999.
Gary B. Abromovitz (Chairman)
The foregoing report of the Stock Option and Compensation 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 such Acts.
11
<PAGE> 13
HELEN OF TROY FIVE-YEAR
PERFORMANCE GRAPH
The graph below compares the cumulative total return of the Common
Stock to the NASDAQ Market Index and a peer group index.
ASSUMES $100 INVESTED March 1, 1994
[HELEN OF TROY FIVE-YEAR PERFORMANCE GRAPH]
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING FEBRUARY 28, 1999.
- --------------------------------------------------------------------------------
The Peer Group Index was the Dow Jones Industry Group - Cosmetics.
- --------------------------------------------------------------------------------
12
<PAGE> 14
The graph is comprised of the following data:
<TABLE>
<CAPTION>
Fiscal Year Helen of Troy Limited NASDAQ Market Index Peer Group Index
- ----------- --------------------- ------------------- ----------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 121.31 95.47 118.99
1996 150.82 131.83 160.80
1997 324.59 158.24 219.24
1998 401.64 215.21 283.06
1999 365.57 278.09 282.84
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1999 the Company entered into an agreement (the "Lease")
under which it leases a 108,000 square foot warehouse facility in El Paso, Texas
from a real estate partnership (the "Landlord") in which the Company's Chief
Executive Officer is a partner. The Company entered into the Lease in order to
expand its inventory storage capacity in El Paso, Texas. Under the terms of the
Lease, the Company pays $29,250 in monthly rent. The Company also pays certain
expenses associated with the operation of the facility. The Company began
leasing the warehouse facility in July 1998 and made a total of $271,335 in
payments for associated rent and operating expenses during fiscal 1999. The
Company believes that the amount of rent under the Lease is comparable to that
being paid by other companies for similar facilities in El Paso. The Company
obtained comparable rental information on similar properties from an
unaffiliated real estate company. This information was used to establish the
rental rate for this facility. The Lease is a month-to-month agreement. Either
the Company or the Landlord may cancel the Lease by providing the other party
with notice 30 days in advance of exiting the Lease. The Company also leases
other storage space in El Paso, Texas from the Landlord. The Company paid a
total of $12,123 for the use of this other storage space in fiscal 1999.
The Company is the sublessee of office space in three locations within
the United States under three separate agreements (collectively, the
"Subleases") with the real estate partnership (the "Sublessor") from whom the
Company leases the warehouse space and other storage space discussed above.
Under the Subleases, the Company pays rent and certain operating expenses in
amounts equal to the rent and operating expenses paid by the Sublessor under its
leases of these facilities. During fiscal 1999, the Company paid $85,774 under
the Subleases.
Chris Carameros, a member of the Company's Board of Directors, serves
as an officer of a financial services and asset management company to which the
Company paid $40,000 in consulting fees during fiscal 1999. In exchange for the
amounts paid, the Company received consulting services in regard to various
business issues.
Byron H. Rubin, a member of the Company's Board of Directors, 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 1999 his commissions received
from policies sold to the Company approximated $35,000.
13
<PAGE> 15
AMENDMENTS TO THE HELEN OF TROY LIMITED 1995
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(PROPOSAL 2)
The Board of Directors has determined that it is in the best interest
of the Company and its shareholders to amend the 1995 Non-Employee Director
Stock Option Plan (the "Directors Plan"). The Board of Directors has approved
certain amendments to the Directors Plan, to be effective as of the date of
approval thereof by the Company's shareholders. The following summary of the
Directors Plan does not purport to be complete and is subject in all respects
to, and qualified by, the provisions of the Directors Plan.
The Directors Plan currently provides for an automatic annual grant of
options for 4,000 shares of Common Stock to each director, who is not at the
time of the grant an officer or employee of the Company or any of its affiliates
(each an "Eligible Director"). Section 3(a) of the Directors Plan has been
amended, subject to shareholder approval, to increase the automatic grant of
options for shares of Common Stock to each Eligible Director from 4,000 annually
to 4,000 quarterly, effective as of the date of shareholder approval. The full
text of this proposed amendment to Section 3(a) of the Directors Plan is set
forth as follows:
(a) The Company shall automatically grant to each Director, on the
first day of September, December, March and June following the
Director's appointment, election, reappointment, or reelection
as a member of the Board, Stock Options for 4,000 shares of
Common Stock; provided, however, the aggregate number of
shares of Common Stock issued under Stock Options granted
under the Plan shall not exceed 480,000.
The Directors Plan currently provides for transferability of options
for Common Stock granted under the Directors Plan only by will or the laws of
descent or distribution. Section 7(d) of the Directors Plan has been amended,
subject to shareholder approval, to allow the bona fide gift of options for
Common Stock granted to a Director under the Directors Plan to family members of
the Director, to trusts established for the benefit of family members of the
Director or to entities controlled by the Director or family members of the
Director, effective as of the date of shareholder approval. The full text of
this proposed amendment to Section 7(d) of the Directors Plan is set forth as
follows:
(d) No Stock Option or any other right under the Plan, contingent or
otherwise, shall be transferable, assignable or subject to any encumbrance,
pledge or charge of any nature, other than (i) by will or the laws of descent or
distribution, or (ii) by bona fide gift to a family member(s) of the Director, a
trust established for the benefit of a family member(s) of the Director, or an
entity controlled by the Director or a family member(s) of the Director. Upon
the death of the Director, if the beneficiary of any Stock Option is the
executor or administrator or the estate of the Director, any rights with respect
to the Stock Option may be transferred to the person or persons or entity
(including a trust) entitled thereto under the will of the holder of the Stock
Option. If no beneficiary is designated, the Director's legal representative
shall be the beneficiary, and any rights with respect to the Stock Option may be
transferred to the Director's legal representative. If the beneficiary is a
person or entity other than the executor or administrator of the estate of the
Director, any rights with respect to the Stock Option may be transferred to the
designated beneficiary.
If the amendments to the Directors Plan are not approved by the
shareholders of the Company, options will continue to be granted in accordance
with the terms of the current Directors Plan.
GENERAL PLAN INFORMATION
The Directors Plan was adopted by the Board of Directors on June 6,
1995, subject to shareholder approval, which was subsequently obtained on August
23, 1995 at the Annual Meeting of Shareholders. The purpose of the Directors
Plan is to attract and to retain the services of experienced and knowledgeable
independent individuals as members of the Board of Directors, to extend to them
the opportunity to acquire a proprietary interest in the Company so that they
will apply their best efforts for the benefit of the Company, and to provide
those individuals with an additional incentive to continue in their positions,
for the best interest of the Company and its shareholders. A total of 480,000
shares of Common Stock are reserved and available for issuance under the
Directors Plan, subject to adjustments to reflect certain changes in
capitalization.
14
<PAGE> 16
Options will be awarded under the Directors Plan only to members of the
Board of Directors who are not at the time of the grant an officer or employee
of the Company or any of its affiliates.
ADMINISTRATION OF THE DIRECTORS PLAN
The Directors Plan is administered by the members of the Board of
Directors who are employees of the Company or one of its affiliates (the
"Ineligible Directors"). The Ineligible Directors have the authority and
discretion to interpret the Directors Plan and to make all other determinations
necessary for the administration of the Directors Plan and to prescribe, amend
and rescind any rules and regulations relating to the Directors Plan. However,
the Ineligible Directors have no discretion or authority to disregard or change
any of the terms and conditions under which options are granted to the Eligible
Directors or may be exercised under the Directors Plan.
PRIOR GRANTS OF PLAN AWARDS
During fiscal 1999, options to purchase 4,000 shares of Common Stock
were granted to each Eligible Director pursuant to the Directors Plan. The
following table summarizes the options outstanding under the Directors Plan as
of June 15, 1999.
<TABLE>
<CAPTION>
NUMBER OF
POSITION OPTIONS
<S> <C>
Non-employee directors as a group (five 164,000
persons)
</TABLE>
As of June 15, 1999, 16,000 shares of Common Stock, adjusted for stock
dividends, had been acquired by Eligible Directors using options that were
issued under the Directors Plan. A total of 300,000 options were available for
issuance under the Directors Plan at June 15, 1999.
OPTIONS UNDER THE DIRECTORS PLAN
An option granted under the Directors Plan becomes fully vested for one
hundred percent (100%) of the number of shares of Common Stock subject to the
option one year after the date such option was granted. The exercise price under
each option shall be equal to the mean between the high and low prices of the
Common Stock reported on the NASDAQ National Market System or other primary
market or exchange on the last trading day preceding the date on which such
option is granted to an Eligible Director. The option shall be deemed exercised
on the day when written notice of such exercise has been received by the Company
from the person entitled to exercise the option, accompanied by full payment of
the purchase price in cash or check. No option is exercisable after the tenth
anniversary of its grant.
In the event that an optionee ceases to be a director of the Company or
one or more of its affiliates, for any reason other than death or disability,
and such optionee does not remain or thereupon become an employee of the Company
or one or more of its affiliates, all options to the extent then exercisable may
be exercised for a period of six months after the date of cessation of
directorship or employment. In the event that the optionee dies while serving on
the Board of Directors of the Company or the Board of Directors of an affiliate
of the Company or while an employee thereof, all options granted to such
optionee may be exercised by the optionee's legal representatives, legatees or
distributees to the extent such options are exercisable at any time prior to the
first anniversary of his or her death, and his or her unexercised options shall
expire at the end of such period. If an option holder becomes disabled while a
director or an employee of the Company or one or more of its affiliates and
thereafter ceases to be such a director by reason of a disability, all options
to the extent then exercisable may be exercised for a period of 90 days after
the date of cessation of directorship or employment. In no event, however, shall
the period during which such options may be exercised extend beyond the term of
the options.
Currently under the Directors Plan, an option may not be transferred,
assigned, encumbranced, pledged or charged, other than by will or the laws of
descent or distribution. Subject to shareholder approval of Proposal 2, options
for Common Stock granted to a Director under the Directors Plan may be
transferred to relatives of the Director, to trusts established for
15
<PAGE> 17
the benefit of relatives of the Director or to entities controlled by the
Director or relatives of the Director, effective as of the date of shareholder
approval. If Proposal 2 is not approved by the Shareholders, options may
continue to be transferred under the current terms of the Plan.
CAPITALIZATION ADJUSTMENTS; MERGER; CHANGE IN CONTROL
Adjustments to prevent dilution will be made in the event of a stock
dividend, or split, combination, exchange of shares or other recapitalization,
merger, or otherwise, in which the Company is the surviving corporation. No
fractional shares of Common Stock shall be issued under the Directors Plan on
account of any such adjustments. Such adjustments shall be made by the
Ineligible Directors.
TERM AND TERMINATION OF THE DIRECTORS PLAN; AMENDMENT
The Directors Plan will continue in effect until June 6, 2005, unless
sooner terminated. The Board of Directors may make such changes in and additions
to the Directors Plan as it may deem proper; provided, however, except for
adjustments to reflect certain changes in capitalization permitted under the
Directors Plan, shareholder approval is required for any amendment that (i)
materially increases the benefits accruing to the Eligible Directors under the
Directors Plan; (ii) changes the class of persons eligible to receive options
under the Directors Plan; or (iii) increases the duration of the Directors Plan.
The Board of Directors may not, without the Eligible Director's written consent,
modify the terms and conditions of an option previously granted under the
Directors Plan. In addition, no amendment, suspension or termination of the
Directors Plan shall, without the Eligible Director's written consent, alter,
terminate or impair any right or obligation under any option previously granted
under the Directors Plan. An amendment revising the price, date of
exercisability, option term or amount of shares of Common Stock covered by an
option granted under the Directors Plan may not be made more frequently than
every six months, unless such an amendment is required to comply with the Code,
or the Employee Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder.
In the event that regulations and rules of the Securities and Exchange
Commission cease to require shareholder approval as a condition of exemption
under Rule 16b-3 of the Exchange Act or any successor rule or regulation, and
shareholder approval is not required as a condition of registration or listing
with an applicable national market system or stock exchange, the Directors Plan
shall cease to be subject to shareholder approval, and any amendment, suspension
or termination of the Directors Plan shall be deemed to be effective upon
adoption by the Board of Directors.
MISCELLANEOUS
The Directors Plan is not qualified under the provisions of Section
401(a) of the Code and is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
FEDERAL INCOME TAX CONSEQUENCES
The following general summary is based upon the Internal Revenue Code
and does not include a discussion of any state or local tax consequences. A
participant will not recognize any taxable income upon the grant of an option.
However, upon exercise of an option, a participant must recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
of Common Stock at the time of exercise over the exercise price. Upon the
subsequent disposition of the shares, the participant will realize a capital
gain or loss, depending on whether the selling price exceeds the fair market
value of the shares on the date of exercise. The participant's holding period in
the shares, for capital gains and losses purposes, begins on the date of
exercise. A participant's tax basis in the shares received on exercise of an
option will be equal to the amount of consideration paid by the participant on
exercise, plus the amount of ordinary income recognized as a result of the
receipt of such shares. If a participant exercises an option by delivering
shares of Common Stock, the participant will not recognize gain or loss with
respect to the shares delivered by the participant, even if the then fair market
value of such shares is different from the participant's tax basis therein. The
participant, however, will be taxed as described above with respect to the
exercise of the option as if he had paid the exercise price in cash. The
participant's tax basis in the shares received on such exercise will be equal to
his basis in the number of shares surrendered on such exercise plus the fair
market value of the number of shares received in excess of the number of shares
surrendered and the holding period for
16
<PAGE> 18
such number of shares received will include the holding period of the shares
surrendered. The Company will not be entitled to a deduction for federal income
tax purposes for the compensation paid to the participants under the Directors
Plan.
THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR
GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO ALL INDIVIDUALS.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR A DETERMINATION AS TO THE
SPECIFIC TAX CONSEQUENCES APPLICABLE TO THEM.
SHAREHOLDER APPROVAL
The affirmative vote of the majority of the votes cast at the Annual
Meeting is required to approve these amendments to the Directors Plan. If these
amendments thereto are not approved by the Company's shareholders, the Directors
Plan, as previously approved, will continue in effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR APPROVAL OF THESE AMENDMENTS TO THE DIRECTORS PLAN.
SHAREHOLDER PROPOSALS
Shareholders intending to present proposals at the 2000 Annual Meeting
of Shareholders and desiring to have those proposals included in the Company's
proxy statement and form of proxy relating to that meeting must submit such
proposals, in compliance with Rule 14a-8 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to be received at the executive offices of the
Company no later than March 6, 2000. For proposals that shareholders intend to
present at the 2000 Annual Meeting of Shareholders outside the processes of Rule
14a-8 of the Exchange Act, unless the shareholder notifies the Company of such
intent by June 9, 2000, any proxy solicited by the Company for such Annual
Meeting will confer on the holder of the proxy discretionary authority to vote
on the proposal so long as such proposal is properly presented at the Annual
Meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
No action is to be taken with respect to the selection or approval of
the Company's independent public accountants. KPMG LLP has served as independent
public accountants for the Company since 1978. A representative of KPMG 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. The KPMG LLP
representative is also expected to be available to respond to appropriate
questions.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Executive officers, Directors and greater than ten percent shareholders
are required by SEC Regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during fiscal 1999, all Section 16(a) filing requirements
applicable to the officers, Directors and greater than ten percent beneficial
owners were complied with.
17
<PAGE> 19
QUORUM; VOTING
The presence in person of two or more persons, representing throughout
the Meeting, in person or by proxy, at least a majority of the issued shares of
Common Stock entitled to vote is necessary to constitute a quorum at the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present. If a quorum is present, the seven
nominees for Directors receiving a majority of the votes cast at the Meeting in
person or by proxy shall be elected. The affirmative vote of the majority of the
votes cast at the Meeting in person or by proxy shall be the act of the
shareholders with respect to Proposal 2. If within half an hour from the time
appointed for the Meeting a quorum is not present or represented by proxy, the
Meeting shall stand adjourned to the same day one week later, at the same time
and place or to such other day, time or place the Board of Directors may
determine, provided that at least two persons are present at such adjourned
meeting, representing throughout the meeting, in person or by proxy, at least a
majority of the issued shares of Common Stock entitled to vote. At any such
adjourned meeting at which a quorum is presented or represented, any business
may be transacted that might have been transacted at the Meeting as originally
called.
Broker non-votes are shares held by a broker or nominee that are
represented at the Meeting, but with respect to which such broker or nominee is
not empowered to vote on a particular proposal. Such broker non-votes will be
counted towards a quorum. Abstentions and broker non-votes are not counted in
determining the total number of votes cast and will have no effect with respect
to Proposals 1 and 2.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the
Meeting other than the election of Directors and consideration of the amendments
to the 1995 Non-Employee Director Stock Option Plan to increase the number of
options granted annually under that plan and to change the terms under which
options granted under that plan may be transferred. 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
18
<PAGE> 20
HELEN OF TROY LIMITED
Annual Meeting of Shareholders
August 24, 1999
-----
PROXY
-----
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes Gerald J. Rubin as Proxy with power of
substitution, to represent the undersigned at the Annual Meeting of Shareholders
of the Company to be held on Tuesday, August 24, 1999 at 1:00 p.m. Mountain
Daylight Time, at the Camino Real Hotel, 101 S. El Paso Street, 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. To elect a board of seven 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 Byron H. Rubin
Gary B. Abromovitz Daniel C. Montano
Stanlee N. Rubin H. McIntyre Gardner
Christopher L. Carameros
2. To consider approval of amendments to the Helen of Troy Limited 1995
Non-Employee Director Stock Option Plan: For [ ] Against [ ] Abstain [ ]
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is given, this proxy will be
voted for Proposals 1 and 2 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.
DATE , 1999
----------------------
SIGNATURE
---------------------------
SIGNATURE IF HELD JOINTLY
------------------------
- -------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE
