<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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-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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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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 29, 2000
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Helen of Troy Limited, a Bermuda company (the "Company"),
will be held at the Camino Real Hotel, 101 S. El Paso Street, El Paso, Texas on
Tuesday, August 29, 2000 at 1:00 p.m., Mountain Daylight Time, for the following
purposes:
1. To elect a board of six directors;
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The record date for determining Shareholders entitled to receive notice of
and vote at the Annual Meeting is July 14, 2000. You are urged to read carefully
the attached Proxy Statement for additional information concerning the matters
to be considered at the Annual Meeting.
If you do not expect to be present in person at the Annual 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 Annual Meeting in
person.
Gerald J. Rubin
Chairman of the Board
El Paso, Texas
July 17, 2000
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
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 29, 2000
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
"Annual Meeting") to be held at the Camino Real Hotel, 101 S. El Paso Street, El
Paso, Texas, on Tuesday, August 29, 2000, 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 Annual Meeting and vote in person. Forms of proxy
and proxy statements are to be mailed on or about July 17, 2000.
The Annual Report to Shareholders for the year ended February 29, 2000
("fiscal 2000"), 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 July 14, 2000 is the record date for determination
of shareholders entitled to notice of, and to vote at, the Annual Meeting. On
the record date, there were 28,471,658 issued and outstanding shares of Common
Stock, entitled to one vote per share.
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<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 15, 2000, 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) 5,988,922 19.0%
One Helen of Troy Plaza
El Paso, Texas 79912
Byron H. Rubin(6) 47,000 *
Daniel C. Montano(6) 28,000 *
Gary B. Abromovitz(6) 44,000 *
Stanlee N. Rubin (1)(2)(3)(4)(5) 5,988,922 19.0%
One Helen of Troy Plaza
El Paso, Texas 79912
Christopher L. Carameros(6)(7) 38,000 *
H. McIntyre Gardner(6) 150,375 *
Dona Fisher(6) 4,500 *
All directors and executive officers as a group 6,300,797 19.9%
(8 persons) (8)(9)
FMR Corp. (10) 2,835,000 8.9%
82 Devonshire Street
Boston, Massachusettes 02109
David L. Babson & Company Incorporated (11) 2,066,100 6.5%
One Memorial Drive
Cambridge, MA 02142-1300
</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 N. Rubin are partners.
(3) Includes 2,800,000 shares in the case of Gerald J. Rubin, subject to stock
options that are exercisable within sixty days of June 15, 2000. Gerald J.
Rubin's stock options are subject to a one-half undivided community
property interest with Stanlee N. Rubin.
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<PAGE> 5
(4) Includes 2,875,942 shares owned directly by Gerald J. Rubin, all of which
are subject to a one-half undivided community property interest with
Stanlee N. Rubin.
(5) Includes 36,000 stock options, issued under the 1995 Non-Employee Director
Plan and exercisable within sixty days of June 15, 2000, held by Stanlee N.
Rubin and subject to a one-half undivided community property interest with
Gerald J. Rubin.
(6) Includes 28,000, 28,000, 36,000, 28,000, 143,332 and 2,500 shares subject
to stock options that are exercisable within sixty days as of June 15, 2000
for Byron H. Rubin, Daniel C. Montano, Gary B. Abromovitz, Christopher L.
Carameros, H. McIntyre Gardner and Dona Fisher, respectively.
(7) Includes 10,000 shares held in a trust, of which Mr. Carameros is the
trustee, for Mr. Carameros' family.
(8) Includes shares discussed in notes 2-7 above.
(9) Includes 3,101,832 shares subject to stock options that are exercisable
within sixty days of June 15, 2000.
(10) According to Schedule 13G filed as of February 14, 2000, FMR Corp. has sole
dispositive power for 2,835,000 shares and sole voting power for no shares.
(11) According to Schedule 13G filed on February 10, 2000, David L. Babson &
Company Incorporated has sole dispositive and voting power for 2,066,100
shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-laws of the Company state that the number of Directors of the
Company shall be established by the Board of Directors from time to time but
shall not be less than two. The Board of Directors has set the number of
Director positions at six. The Nominating Committee has identified six
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 six 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 56, 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 57, has been a Director of the Company since 1990.
Mr. Abromovitz was a partner in the law firm of Bonn/Abromovitz handling product
liability, personal injury and death cases 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 56, 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. Mrs. Rubin is also a
Partner for the Susan G. Komen Breast Cancer Foundation.
Christopher L. Carameros, age 46, 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
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<PAGE> 6
August 1997 to the present. Mr. Carameros was an Executive Vice President of
Cactus Apparel Inc., an apparel manufacturing company from January 1992 to July
1997.
Byron H. Rubin, age 50, has been a Director of the Company since 1981. Mr.
Rubin 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 51, 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 or transactions involving the Company or any of its
subsidiaries.
The other executive officers of the Company during fiscal 2000 were:
H. McIntyre Gardner, age 39, has been a Director of the Company since
August 1999 and 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. On June 22, 2000, Mr.
Gardner resigned as President and Chief Operating Officer and Director of the
Company.
Dona Fisher, age 47, has been the Senior Vice President of Finance and
Chief Financial Officer of the Company since March 1999. Ms. Fisher served as
Senior Executive Vice President of Sun Apparel, Inc. from September 1996 to
February 1999 and Senior Vice President of Worldwide Operations at The Franklin
Mint from 1982 to 1996.
VOTE REQUIRED FOR ELECTION OF DIRECTORS
The nominees receiving a majority of the votes cast at the Annual Meeting
will be elected as Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE SIX NOMINEES NAMED ABOVE.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Executive Committee consisted of Gerald J. Rubin, H. McIntyre
Gardner and Byron H. Rubin during fiscal 2000. 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 2000.
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<PAGE> 7
The Company's Audit Committee consisted of Gary B. Abromovitz, Daniel C.
Montano and Christopher L. Carameros during fiscal 2000. The Audit Committee is
responsible for evaluating 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 four times during fiscal 2000.
The Company's Nominating Committee consisted of Gerald J. Rubin and Stanlee
N. Rubin during fiscal 2000. 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 one formal
meeting and 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, 2001 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 Gary B.
Abromovitz and Daniel C. Montano during fiscal 2000. The Stock Option and
Compensation Committee generally oversees matters relating to compensation of
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 four times during fiscal 2000.
The full Board of Directors met or voted on resolutions four times during
fiscal 2000. None of the four Board of Directors meetings was 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 Director during fiscal 2000.
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<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 1998 through 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
COMPENSATION COMPENSATION ($)
------------ ----------------
ANNUAL COMPENSATION
----------------------------------------------
OTHER
ANNUAL
NAME AND PRINCIPAL FISCAL COMPENSATION OPTIONS/
POSITION YEAR SALARY($) BONUS ($) ($) SARs (#)
------------------- ------ -------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Gerald J. Rubin 2000 600,000 -- -- 1,000,000 16,872
Chairman and Chief 1999 600,000 1,250,000 -- 1,000,000 17,052(1)(2)(3)
Executive Officer 1998 625,003 885,000 -- 1,000,000 16,414(1)(2)(3)
H. McIntyre Gardner 2000 400,000 100,000 -- 100,000 1,649(1)(2)
President and Chief 1999 400,000 400,000 -- -- 1,629(1)(2)
Operating Officer 1998 216,667 50,000 -- 300,000 --
Dona Fisher 2000 265,000 22,083 -- 25,000 --
Senior Vice-President
Finance and Chief
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 policies totaled $8,622,
$7,802 and $7,164 in fiscal 2000, 1999 and 1998, respectively. In the case
of H. McIntyre Gardner, the economic benefit of such policies totaled $649,
and $629 in fiscal 2000 and 1999, respectively.
(3) Includes $7,250 representing the annual lease value of a vehicle provided
by the Company.
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<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-----------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS / SARs
UNDERLYING GRANTED TO
OPTIONS / SARs EMPLOYEES IN EXERCISE OF BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
------------ ---------------- -------------------- --------------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Rubin 250,000 18% 15.7813 5/28/2009 2,481,194 6,287,832
G. Rubin 250,000 18% 14.4688 8/31/2009 2,274,838 5,764,885
G. Rubin 250,000 18% 10.625 11/30/2009 1,670,501 4,233,378
G. Rubin 250,000 18% 7.094 2/28/2010 1,115,345 2,826,502
M. Gardner 100,000 7% 12.1255 3/5/2009 762,566 1,932,492
D. Fisher 25,000 2% 12.1255 3/5/2009 190,642 483,123
</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 ($) (1)
---------------------------------- -------------------------------
SHARES
ACQUIRED
NAME ON
EXERCISE VALUE REALIZED
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------- ------------ --------------- ---------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
G. Rubin -- -- 2,550,000 1,650,000 $3,000,000 --
H.M. Gardner -- 143,332 256,668 -- --
--
D. Fisher -- -- 2,500 22,500 -- --
</TABLE>
(1) Represents the difference between the last sale price of the Common Stock
on February 29, 2000 ($7.00), and the exercise price of the option
multiplied by the applicable number of options.
EMPLOYMENT CONTRACTS
Gerald J. 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 1997 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 that are
immediately vested in the amount of 250,000 shares on the last business day of
each fiscal quarter of the company. Under the contract and subject to options
being available under the Company's stock option plans, he will continue to
receive options in such amount on the last business day of each August,
November, February and May during the term of the agreement. In the event there
are not a sufficient number of shares under the stock option plans to cause the
grant of stock options to Mr. Rubin, the Company agrees to use its reasonable
efforts to cause the Company's shareholders to approve additional shares of
Common Stock to be subject to such stock option plans to enable such grants. In
the event the Company's shareholders do not approve additional shares to be
issued under such stock option plans, the Company is not obligated to Mr. Rubin
to grant such options.
Should Mr. Rubin's employment with the Company be terminated by an
occurrence other than death, disability, or good cause, Mr. Rubin will receive
payments, each in an amount equal to his monthly rate of basic
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<PAGE> 10
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 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 of
1986, as amended (the "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 of 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.
In the event of the death of Gerald J. Rubin, all unpaid benefits under
these agreements are payable to his estate. Gerald J. Rubin's contracts grant
him the right to elect a cash payment of the remainder of his 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 an employment contract with H. McIntyre Gardner. Mr.
Gardner's contract became effective September 1, 1997, 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 payable to
Mr. Gardner pursuant to his contract for any fiscal year unless such pre-tax
income for a fiscal year exceeds $30 million. On June 22, 2000, Mr. Gardner
resigned as President and Chief Operating Officer and Director of the Company.
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 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 2000, each member of the Board of Directors who is not an
employee or officer of the Company received 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. For fiscal 2001, director compensation will remain the same as that
set forth above for fiscal 2000. Members of the
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<PAGE> 11
Board of Directors were not compensated for their participation in telephonic
meetings of the Board of Directors during fiscal 2000, nor will they be
compensated for such meetings in fiscal 2001.
As approved by the Company's shareholders in fiscal 2000, each non-employee
director receives stock options to acquire 4,000 shares of the Common Stock at
the beginning of each fiscal quarter of the Company.
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.
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 2000 were based on the 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 on 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 2000, the Company awarded bonuses of $0 and $100,000 to
Messrs. Gerald J. Rubin and H. McIntyre Gardner, respectively.
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<PAGE> 12
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 shareholders. During fiscal
2000 the Company's Board of Directors granted to Gerald J. Rubin and H. McIntyre
Gardner stock options to purchase 1,000,000 and 100,000, respectively, shares of
the Common Stock.
As stated above, the compensation to the Company's Chief Executive Officer,
Gerald J. Rubin, during fiscal 2000 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 Stock Option and
Compensation Committee in determining the total compensation for Gerald J. Rubin
and H. McIntyre Gardner for fiscal 2000.
Gary B. Abromovitz (Chairman)
Daniel C. Montano
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 and assumes $100.00 invested on
March 1, 1995. The Peer Group Index was the Dow Jones Industry Group -
Cosmetics.
12
<PAGE> 14
The graph is comprised of the following data:
<TABLE>
<CAPTION>
Helen of Troy NASDAQ Market Peer Group
Fiscal Year Limited Index Index
----------- ------------- -------------- ---------------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 124.32 138.08 135.44
1997 267.57 165.74 184.40
1998 331.08 225.41 237.96
1999 301.35 291.27 242.34
2000 153.38 565.81 177.76
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000 the Company continued 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 Gerald J. Rubin and Stanlee
N. Rubin are partners. The Company entered into the Lease in order to expand its
inventory storage capacity in El Paso, Texas. The Company leased the warehouse
facility for the entire fiscal year and made a total of $357,800 in payments for
associated rent and operating expenses during fiscal 2000. 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 storage space in El Paso, Texas from the
Landlord. The Company paid a total of $12,123 for the use of this storage space
in fiscal 2000. Gerald J. Rubin has a 49.5% limited partnership interest in the
Landlord, Stanlee N. Rubin has a 49.5% limited partnership interest in the
Landlord and a corporation wholly-owned by Gerald J. Rubin has a 1% general
partnership interest in the Landlord.
The Company is the sublessee of offices in Troy, Michigan, Bentonville,
Arkansas and Minneapolis, Minnesota under three separate agreements
(collectively, the "Subleases") with the real estate partnership (the
"Sublessor") from whom the Company leases the warehouse space discussed above.
The Company entered into the Subleases in order to facilitate contact with
customers. 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 2000, the Company
paid $85,774 under the Subleases.
During fiscal 2000 the Company entered into an agreement under which it
leases 3,325 square feet of office space in El Paso, Texas to the same real
estate partnership noted above. The agreement began in August, 1999 and calls
for the Company to receive $3,879.17 in monthly rent. During fiscal 2000 the
Company accrued $27,154.19 in rental income associated with this agreement.
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 2000 his commissions received
from policies sold to the Company approximated $25,000.
13
<PAGE> 15
SHAREHOLDER PROPOSALS
Shareholders intending to present proposals at the 2001 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 Exchange Act, to be received at
the executive offices of the Company no later than March 19, 2001. For proposals
that shareholders intend to present at the 2001 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 2, 2001, 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 with the opportunity to make a
statement if such representative 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 2000, all Section 16(a) filing requirements
applicable to the officers, Directors and greater than ten percent beneficial
owners were complied with.
14
<PAGE> 16
QUORUM; VOTING
The presence in person of two or more persons, representing throughout the
Annual 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
Annual Meeting. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present. If a quorum is present, the six
nominees for Directors receiving a majority of the votes cast at the Annual
Meeting in person or by proxy shall be elected. If within half an hour from the
time appointed for the Annual Meeting a quorum is not present or represented by
proxy, the Annual 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 Annual Meeting
as originally called.
Broker non-votes are shares held by a broker or nominee that are
represented at the Annual 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 Proposal 1.
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 Annual 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
15
<PAGE> 17
HELEN OF TROY LIMITED
Annual Meeting of Shareholders
August 29, 2000
- - - - -
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 29, 2000 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 matter:
1. To elect a board of six 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 Christopher L. Carameros
Gary B. Abromovitz Byron H. Rubin
Stanlee N. Rubin Daniel C. Montano
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 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.
DATE ____________________, 2000
SIGNATURE __________________________
SIGNATURE IF HELD JOINTLY ___________________________
---------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE
