SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Strawbridge & Clothier
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(Name of Registrant as Specified in its Charter)
Strawbridge & Clothier
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ______________________________________________
2) Form, Schedule or Registration Statement No.: ________________________
3) Filing Party: ________________________________________________________
4) Date Filed: __________________________________________________________
<PAGE>
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STRAWBRIDGE & CLOTHIER
- ---------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1994
- ---------------------------------------------------------------------------
TO THE SHAREHOLDERS OF
STRAWBRIDGE & CLOTHIER:
- ---------------------------------------------------------------------------
The Annual Meeting of Shareholders of Strawbridge & Clothier will be
held on the 8th Floor of the Company's Main Store, 801 Market Street,
Philadelphia, Pennsylvania, on Wednesday, May 25, 1994, at 11:00 A.M. for
the following purposes:
(1) To elect five directors.
(2) To approve the designation of the firm of Ernst & Young,
independent auditors, to audit the books and accounts of the
Company for the fiscal year ending January 28, 1995.
(3) The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the Company's Series A Common Stock and Series B Common
Stock of record at the close of business on April 7, 1994, will be entitled
to vote at the meeting.
Please sign, date and return, in the envelope provided, the enclosed
form of Proxy, which is being solicited on behalf of the management by
direction of the Board of Directors. The Proxy shows the form in which
your Stock is registered. Your signature should be in the same form.
By order of the Board of Directors.
STEVEN L. STRAWBRIDGE
Secretary
Philadelphia, PA
April 22, 1994
<PAGE>
STRAWBRIDGE & CLOTHIER
801 MARKET STREET, PHILADELPHIA, PENNSYLVANIA 19107-3199
- ---------------------------------------------------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON MAY 25, 1994
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THE PROXY
- ---------------------------------------------------------------------------
The enclosed Proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders of the Company to be
held May 25, 1994, and at any adjournment thereof. A shareholder giving a
Proxy has the power to revoke it by giving written notice of such
revocation to the Secretary of the Company at any time before it is voted.
The cost of the solicitation of proxies will be borne by the Company.
This Proxy Statement and the form of Proxy were first sent, mailed, or
otherwise given to shareholders of the Company on April 22, 1994. Certain
directors, officers, and regular employees of the Company and members of
their families may solicit proxies by telephone, telegraph, or in person.
In addition, arrangements will be made with brokerage firms and other
custodians, nominees and fiduciaries to forward solicitation material for
the Annual Meeting to beneficial owners, and the Company will reimburse
those organizations for their expenses in doing so.
VOTING SECURITIES
- ---------------------------------------------------------------------------
On April 7, 1994, the record date for this solicitation, the Company
had outstanding 7,152,172 shares of Series A Common Stock and 3,234,231
shares of Series B Common Stock. The Series A Common Stock and the Series
B Common Stock are the only securities entitled to vote at the Annual
Meeting of Shareholders.
Each holder of Series A Common Stock will have the right to one vote
for each share held and each holder of Series B Common Stock will have the
right to ten votes for each share held.
Accordingly, the holders of the Series A Common Stock will be entitled
to cast a total of 7,152,172 votes and the holders of the Series B Common
Stock will be entitled to cast a total of 32,342,310 votes. The total
number of votes of both series entitled to be cast at the Annual Meeting is
39,494,482. The holders of record of shares entitled to cast a majority of
such votes must be present in person or represented by proxy in order to
constitute a quorum for the holding of a meeting.
ITEM NO. 1 -- ELECTION OF DIRECTORS
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At the Annual Meeting of Shareholders on May 25, 1994, four Directors
shall be elected for a term of three years expiring in 1997, and one
Director shall be elected for a term of two years expiring in 1996, and in
each case until their successors shall have been elected and qualified.
Proxies in the accompanying form, properly executed, will be voted for the
election of Jennifer S. Braxton, Thomas B. Harvey, Jr., David W.
Strawbridge, Natalie B. Weintraub and Warren W. White, the five nominees
named below, in the absence of contrary instructions.
1
<PAGE>
The management has no reason to believe that any of the nominees named
below will be unable or decline to serve if elected. However, if any such
nominees should become unavailable, discretionary authority is reserved to
vote for a substitute. Votes may be cast for or withheld for any or all
nominees. If a shareholder, including a broker or other record owner,
abstains or fails to vote, such action will not be considered a vote cast.
PRINCIPAL DIRECTOR TERM
NAME OCCUPATION AGE SINCE EXPIRING
- -----------------------------------------------------------------------------
NOMINEES
Jennifer S. Braxton......... Assistant Advertising
Director ............ 31 1997
Thomas B. Harvey, Jr. ...... Attorney .............. 58 1988 1997
David W. Strawbridge ....... Vice President ........ 54 1971 1997
Natalie B. Weintraub ....... Retired ............... 65 1997
Warren W. White ............ Executive Vice
President ........... 62 1981 1996
CONTINUING DIRECTORS
Isaac H. Clothier, IV ...... Attorney .............. 61 1975 1996
Paul E. Shipley ............ Retired ............... 64 1988 1996
Peter S. Strawbridge ....... President ............. 55 1968 1996
Richard H. Hall ............ Retired ............... 67 1987 1995
Anne C. Longstreth ......... Realtor, Emlen
Wheeler Co. ......... 72 1984 1995
Francis R. Strawbridge, III. Chairman of the Board.. 56 1968 1995
Steven L. Strawbridge ...... Vice President,
Treasurer and
Secretary ........... 50 1975 1995
Each of the nominees and continuing directors indicated above as being
employed by the Company has been so employed during the past five years,
except that Mrs. Braxton was the Manager of Direct Mail Marketing at
Filene's Department Store prior to January 1990. Mr. Harvey is an attorney
and has been in practice since 1963. Until her retirement from the Company
in 1994, Mrs. Weintraub was Vice President and General Merchandise Manager,
Department Stores since 1976. Mr. Clothier has been a partner of Dechert,
Price & Rhoads since 1966. Mr. Shipley retired in 1993 as a Vice President
of Wilmington Trust Company, where he was employed since 1972, and he
continues to be active in civic and community affairs. Until his
retirement from the Company in 1991, Mr. Hall was Executive Vice President,
Control, Operations and Personnel, Department Stores since 1978. Mrs.
Longstreth for 35 years has been a realtor with Emlen Wheeler Co. and is
active in community affairs. The terms of Margaret S. Clews (age 75), a
director since 1984, and James M. Gassaway (age 72), a director since 1968,
expire on May 25, 1994, and they will not stand for re-election.
Peter S. Strawbridge and Steven L. Strawbridge are brothers and are
first cousins of Francis R. Strawbridge, III and David W. Strawbridge who
also are brothers. Each is a first cousin of Mr. Harvey and Mr. Shipley
who also are first cousins. Jennifer S. Braxton is the daughter of Peter
S. Strawbridge and the niece of Steven L. Strawbridge.
Francis R. Strawbridge, III is a director of Mellon PSFS. Peter S.
Strawbridge is a director of CoreStates Financial Corp. Mr. Gassaway is a
trustee of Mortgage and Realty Trust, a real estate investment trust.
2
<PAGE>
THE BOARD OF DIRECTORS AND COMMITTEES
- ---------------------------------------------------------------------------
During fiscal year 1993, the Board of Directors held 13 meetings. The
Board of Directors has an Executive Committee comprised of F.R.
Strawbridge, III and P.S. Strawbridge, Co-Chairmen, S.L. Strawbridge,
Secretary, D.W. Strawbridge and W.W. White. The Board of Directors also
has an Audit Committee, a Compensation Committee, a Nominating Committee
and a Stock Option Committee.
Each director who is not an employee of the Company receives a fee of
$750 for each meeting of the Board of Directors which such director attends
and $500 for each meeting of the Audit Committee (except for the Chairman
thereof who receives $750), the Compensation Committee, the Nominating
Committee and the Stock Option Committee which such director attends.
The members of the Audit Committee are I.H. Clothier, IV, Chairman,
S.L. Strawbridge, Secretary, J.M. Gassaway, R.H. Hall, T.B. Harvey,
Jr., and P.E. Shipley. The functions of the Audit Committee are to
recommend to the Board of Directors a firm of independent auditors to audit
the books and accounts of the Company, generally to consider the scope of
the audits performed by the internal auditors and the independent auditors,
to review the results thereof and to discuss other significant auditing
matters with the internal auditors and the independent auditors. In fiscal
year 1993, the Audit Committee held four meetings.
The members of the Compensation Committee are F.R. Strawbridge, III
and P.S. Strawbridge, Co-Chairmen, R.H. Hall, Secretary, I.H. Clothier,
IV, T.B. Harvey, Jr., and P.E. Shipley. The functions of the
Compensation Committee are to review general compensation policies and to
review recommendations made regarding the salaries of executive officers.
In fiscal year 1993, the Compensation Committee held one meeting.
The members of the Nominating Committee are T. B. Harvey, Jr.,
Chairman, I.H. Clothier, IV and A.C. Longstreth. The function of the
Nominating Committee is to recommend to the Board of Directors persons to
be nominated for election as directors of the Company. Shareholder
suggestions regarding possible candidates for director for consideration by
the Nominating Committee, together with appropriate biographical
information, should be submitted to the Secretary of the Company not later
than 45 days prior to the date fixed by the By-laws for the annual meeting
of shareholders. In fiscal year 1993, the Nominating Committee held three
meetings.
The members of the Stock Option Committee are P.E. Shipley, Chairman,
M.S. Clews and I.H. Clothier, IV. The function of the Stock Option
Committee is to administer the Company's stock option plans and to select
optionees and determine the type of option and number of shares subject to
the options. In fiscal year 1993, the Stock Option Committee held one
meeting.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
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The following table sets forth the shareholdings as of April 7, 1994 of
persons owning beneficially more than 5% of the outstanding shares of
Series A Common Stock or Series B Common Stock of the Company, the nominees
and continuing directors, certain executive officers and all executive
officers and directors as a group. As is indicated below, ownership of the
Series B Common Stock, which is convertible at all times into Series A
Common Stock on a share-for-share basis, also is deemed to be beneficial
ownership of Series A Common Stock pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934.
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OWNED BENEFICIALLY(1)(2)
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SERIES B SERIES A
COMMON STOCK COMMON STOCK
---------------------------------------------- ----------------------
SOLE SHARED PERCENT PERCENT
VOTING VOTING OF VOTING OF
AND OR SERIES B AND SERIES A
NAME AND ADDRESS OF INVESTMENT INVESTMENT COMMON INVESTMENT COMMON
BENEFICIAL OWNER POWER POWER TOTAL STOCK(3) POWER(4) STOCK(5)
- ----------------------------- ---------- ---------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
(6) (7)(8)(9)(10)
G. Stockton Strawbridge ..... 275,649 1,152,026 1,427,675 44.1% 16.6%
801 Market Street
Philadelphia, PA 19107-3199
PNC Bank, National (7)(8)(13) (14)
Association(11)(12) ....... 8,677 1,183,982 1,192,659 36.9 160,802 16.2
Broad and Chestnut Streets
Philadelphia, PA 19101
(15) (7) (16)
Peter S. Strawbridge ........ 41,675 659,453 701,128 21.5 15,287 9.1
801 Market Street
Philadelphia, PA 19107-3199
(8)(10)
Margaret S. Clews ........... 3,425 496,388 499,813 15.4 6.5
310 Lancaster Avenue
Malvern, PA 19355
(8)(10)
William P. Wood(11) ......... 496,388 496,388 15.3 6.5
2000 One Logan Square
Philadelphia, PA 19103-6993
(17)
Quest Advisory Corp.(17) .... 381,635 5.3
1414 Avenue of the Americas
New York, NY 10019
(15) (18) (16)
Francis R. Strawbridge, III.. 57,380 287,701 345,081 10.6 15,287 4.8
801 Market Street
Philadelphia, PA 19107-3199
(6)
Paul E. Shipley ............. 42,473 211,557 254,030 7.9 3.4
P.O. Box 4295
Greenville, DE 19807
(18)
Thomas B. Harvey, Jr. ....... 30,292 204,000 234,292 7.2 3.2
40 Cranbury Neck Road
Cranbury, NJ 08512
(13)
Isaac H. Clothier, IV ....... 116,180 101,793 217,973 6.7 15,833 3.2
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OWNED BENEFICIALLY(1)(2)
-----------------------------------------------------------------------
SERIES B SERIES A
COMMON STOCK COMMON STOCK
---------------------------------------------- ----------------------
SOLE SHARED PERCENT PERCENT
VOTING VOTING OF VOTING OF
AND OR SERIES B AND SERIES A
NAME OF INVESTMENT INVESTMENT COMMON INVESTMENT COMMON
BENEFICIAL OWNER POWER POWER TOTAL STOCK(3) POWER(4) STOCK(5)
- ----------------------------- ---------- ---------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
(16)
Jennifer S. Braxton ......... 118
(18)
Thomas B. Harvey, Jr. ....... 30,292 204,000 234,292 7.2% 3.2%
(15) (16)
David W. Strawbridge ........ 41,726 41,726 1.3 10,894
(15) (16)
Warren W. White ............. 18,016 18,016 11,007
(16)
Natalie B. Weintraub ........ 2,895 2,895 5,932
CONTINUING AND RETIRING
DIRECTORS
(8)(10)
Margaret S. Clews .......... 3,425 496,388 499,813 15.4 6.5
(13)
Isaac H. Clothier, IV ...... 116,180 101,793 217,973 6.7 15,833 3.2
James M. Gassaway .......... 15,509 15,509 200
Richard H. Hall ............ 4,499 4,499 525
Anne C. Longstreth ......... 18,168 6,325 24,493 33,187
(6)
Paul E. Shipley ............ 42,473 211,557 254,030 7.9 3.4
(15) (18) (16)
Francis R. Strawbridge, III. 57,380 287,701 345,081 10.6 15,287 4.8
(15) (7) (16)
Peter S. Strawbridge ....... 41,675 659,453 701,128 21.5 15,287 9.1
(15) (16)
Steven L. Strawbridge ...... 30,604 30,604 10,737
CERTAIN EXECUTIVE OFFICERS
(15) (16)
Robert G. Muskas ........... 9,160 9,160 5,689
All executive officers,
nominees and directors as (15) (16)
a group (28 persons) ..... 491,177 1,763,217 2,254,394 66.9 230,874 26.0
</TABLE>
(1) Includes, pursuant to Rule 13d-3, shares as to which sole or shared
voting power (which includes the power to vote, or to direct the
voting of, such shares) and/or sole or shared investment power (which
includes the power to dispose, or to direct the disposition, of such
shares) is possessed. Also includes shares subject to stock options
as discussed in footnotes (15) and (16) below. Does not include any
5
<PAGE>
shares as to which neither voting power nor investment power is
possessed, even where the traditional economic interest in the shares
(i.e., the right to receive dividends and the right to receive
proceeds upon sale) is possessed.
(2) The shares of Series B Common Stock beneficially owned by all of the
persons indicated in the table total 2,342,780 shares, which ownership
of Series B Common Stock, together with the 391,855 shares of Series A
Common Stock owned by such persons other than Quest Advisory Corp.,
represents 58.1% of the combined voting power of the Series A and
Series B Common Stock. In addition, approximately 876,877 shares of
Series B Common Stock are beneficially owned by other members of the
Strawbridge family and the Clothier family and trusts for their
benefit. Such ownership of Series B Common Stock, together with the
approximately 274,016 shares of Series A Common Stock owned by such
family members and trusts, represent 22.9% of the voting power.
(3) Percentages of less than 1% are not shown. There were 3,234,231
shares of Series B Common Stock outstanding on April 7, 1994.
(4) The voting and investment power is sole unless otherwise indicated.
The amounts shown do not include shares of Series A Common Stock
deemed to be beneficially owned pursuant to Rule 13d-3 by virtue of
ownership of Series B Common Stock which is convertible on a
share-for-share basis into Series A Common Stock.
(5) The percentages represent the amount owned beneficially which includes
shares of Series A Common Stock deemed to be owned pursuant to Rule
13d-3 by virtue of ownership by the person or group of Series B Common
Stock. The percentages are based on the outstanding shares of Series
A Common Stock (7,152,172 at April 7, 1994), plus the shares of Series
B Common Stock owned beneficially by the person or group. Percentages
of less than 1% are not shown.
(6) Includes 211,001 shares as to which G.S. Strawbridge has sole voting
power and shares investment power with P.E. Shipley.
(7) Includes 655,441 shares as to which G.S. Strawbridge, P.S.
Strawbridge and PNC Bank, National Association share voting and
investment power.
(8) Includes 418,815 shares as to which G.S. Strawbridge, M.S. Clews,
W.P. Wood and PNC Bank, National Association share voting and
investment power.
(9) Not included are the 211,001 shares referred to in footnote (6) above.
(10) Includes 77,563 shares as to which G.S. Strawbridge, M.S. Clews and
W.P. Wood share voting and investment power.
(11) The information relating to this person is presented in reliance upon
information set forth in a Schedule G filed with the Securities and
Exchange Commission reporting as of December 31, 1993.
(12) Does not include any shares held by the bank in purely custodial
accounts.
(13) Includes 94,852 shares as to which I.H. Clothier, IV and PNC Bank,
National Association share voting and investment power.
(14) With respect to 155,370 of the shares, the voting or investment power
is shared.
6
<PAGE>
(15) The numbers shown include shares of Series B Common Stock which the
individual or members of the group have the right to acquire within 60
days upon the exercise of stock options, as follows: D.W.
Strawbridge, 11,818 shares; W.W. White, 10,728 shares; F.R.
Strawbridge, III and P.S. Strawbridge, 23,442 shares each; S.L.
Strawbridge, 7,774 shares; R.G. Muskas, 7,663 shares; and all
executive officers and directors as a group (19 persons) a total of
132,990 shares. In computing the percent of each series owned by an
individual or the group, the number of shares subject to options held
by the individual or the group are deemed outstanding.
(16) The numbers shown include shares of Series A Common Stock owned by the
individual or the members of the group through the Company's 401(k)
Retirement Savings Plan, as follows: J.S. Braxton, 35 shares; D.W.
Strawbridge, 285 shares; W.W. White, 398 shares; N.B. Weintraub, 305
shares; F.R. Strawbridge, III, 425 shares; P.S. Strawbridge, 434
shares; S.L. Strawbridge, 128 shares; R.G. Muskas, 294 shares; and
all executive officers, nominees and directors as a group (21 persons)
a total of 5,168 shares. The numbers shown also include shares of
Series A Common Stock which the individual or members of the group
have the right to acquire within 60 days upon the exercise of stock
options, as follows: D.W. Strawbridge and W.W. White, 10,609 shares
each; N.B. Weintraub, 5,304 shares; F.R. Strawbridge, III and P.S.
Strawbridge, 14,853 shares each; S.L. Strawbridge, 10,609 shares;
R.G. Muskas, 5,304 shares; and all executive officers and directors
as a group (20 persons) a total of 161,497 shares. In computing the
percent of each series owned by an individual or the group, the number
of shares subject to options held by the individual or the group are
deemed outstanding.
(17) The information presented relates to a group consisting of Quest
Advisory Corp. ("Quest") and an affiliate thereof, Quest Management
Company ("QMC"), and is presented in reliance upon information set
forth in a Schedule 13G filed with the Securities and Exchange
Commission reporting as of December 31, 1993 as of which date 367,580
shares of Series A Common Stock were beneficially owned by Quest and
14,055 shares of Series A Common Stock were beneficially owned by QMC.
Charles M. Royce may be deemed to be a controlling person of Quest and
QMC, and as such may be deemed to beneficially own the shares of
Series A Common Stock beneficially owned by Quest and QMC. Quest, QMC
and Mr. Royce have the address set forth in the table.
(18) Includes 204,000 shares as to which F.R. Strawbridge, III and T.B.
Harvey, Jr. share voting and investment power with another co-trustee.
7
<PAGE>
EXECUTIVE COMPENSATION
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The following table sets forth certain information concerning
compensation paid for the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPEN-
COMPENSATION SATION
----------------- ----------
OTHER SECURITIES ALL
ANNUAL UNDER- OTHER
COMPEN- LYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY SATION OPTIONS SATION
- ------------------------------- ---- -------- ------- ------- ---------
Peter S. Strawbridge .......... 1993 $310,000 0 0 $2,500
President and Co-Chief 1992 $300,000 $650 0 $1,822
Executive Officer 1991 $300,000 0 21,218 $2,417
Francis R. Strawbridge, III ... 1993 $300,000 0 0 $2,458
Chairman of the Board 1992 $280,000 $700 0 $1,947
and Co-Chief Executive 1991 $280,000 0 21,218 $2,202
Officer
Warren W. White ............... 1993 $260,000 0 0 $2,167
Executive Vice President and 1992 $245,000 $850 0 $2,197
General Manager, Clover Stores 1991 $245,000 0 10,609 $2,042
Robert G. Muskas .............. 1993 $180,000 0 0 $1,500
Vice President for Stores, 1992 $168,000 $850 0 $1,970
Department Stores 1991 $168,000 0 5,304 $1,400
Natalie B. Weintraub .......... 1993 $177,000 0 0 $1,475
Vice President and General 1992 $167,000 0 0 $1,948
Merchandise Manager, 1991 $167,000 0 5,304 $1,392
Department Stores
(1) Amounts contributed or accrued by the Company under the Company's
401(k) Retirement Savings Plan.
EMPLOYMENT AGREEMENTS
Each of the 19 current executive officers of the Company, who also are
the participants in the Company's Deferred Compensation Plan, has entered
into a three year renewable employment contract with the Company terminable
by either party triannually, which establishes the employee's basic annual
rate of compensation, subject to periodic increases and bonuses.
DEFERRED COMPENSATION PLAN
The following table illustrates estimated retirement benefits for the
Company's Deferred Compensation Plan members based on years of service with
the Company.
8
<PAGE>
PENSION PLAN TABLE
YEARS OF SERVICE
---------------------------------------------------
35 OR
REMUNERATION 15 20 25 30 MORE(1)
- -------------------- ------- -------- -------- -------- --------
$125,000 ........... $32,813 $ 43,750 $ 54,688 $ 65,625 $ 75,000
150,000 ........... 39,375 52,500 65,625 78,750 90,000
200,000 ........... 52,500 70,000 87,500 105,000 120,000
250,000 ........... 65,625 87,500 109,375 131,250 150,000
300,000 ........... 78,750 105,000 131,250 157,500 180,000
325,000 ........... 85,313 113,750 142,188 170,625 195,000
(1) Based on maximum service credit of 60%.
The Company's Deferred Compensation Plan, as amended and restated
effective February 1, 1985, provides for the payment of monthly retirement
benefits computed on the basis of 1-3/4% of the participant's "Average
Monthly Earnings" for the 24 month period for which the participant's total
compensation is highest during the 60 months (or during the actual number
of months employed if less than 60) of the participant's service
immediately preceding the participant's retirement (or other termination)
or attaining age 70, whichever shall be earlier, multiplied by the
participant's years of service, with an adjustment by the use of an
actuarial formula for retirement prior to age 65 and after age 60 if
service is less than 15 years on the date of the participant's early
retirement. A minimum benefit of 50% of Average Monthly Earnings will be
paid to a participant who has 15 years of service as a participant under
the Plan or who has 20 years of service with the Company including 10 years
of service as a participant under the Plan. For most participants,
retirement benefits under the plan may not exceed 60% of Average Monthly
Earnings. The amounts of each monthly benefit in connection with
retirement, disability or death, and the amounts of minimum and maximum
benefits under the Plan, are subject to reduction by use of an actuarial
formula in the case of any participant who elects, under the Plan's
contingent annuitant option, to provide monthly benefits after the
participant's death, to a contingent annuitant of choice. As of April 1,
1994, the executive officers named in the compensation table above have the
following years of credited service under the Deferred Compensation Plan:
P.S. Strawbridge, 32-1/2 years; F.R. Strawbridge, III, 32-1/2 years; W.W.
White, 37 years; R.G. Muskas, 34-1/2 years; and N.B. Weintraub, 39 years.
STOCK OPTION GRANTS AND EXERCISES
None of the executive officers named in the Summary Compensation Table
were granted any stock options during the fiscal year ended January 29,
1994.
Set forth in the following table is information concerning stock
options exercised during the fiscal year ended January 29, 1994 and the
value of stock options held at the end of the fiscal year ended January 29,
1994 by executive officers named in the Summary Compensation Table.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER
OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END
----------------- -----------------
SHARES
ACQUIRED
ON VALUE EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE REALIZED CISABLE CISABLE CISABLE CISABLE
- -------------------- -------- -------- ------- ------- ------- -------
Peter S. Strawbridge 620 $15,120 38,295 6,365 $1,875 0
Francis R.
Strawbridge, III 620 $15,120 38,295 6,365 $1,875 0
Warren W. White 0 0 21,337 0 $ 858 0
Robert G. Muskas 0 0 12,967 0 $ 613 0
Natalie B. Weintraub 766 $18,660 15,304 0 0 0
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are F.R. Strawbridge, III
and P.S. Strawbridge, Co-Chairmen, R.H. Hall, Secretary, I.H. Clothier,
IV, T.B. Harvey, Jr. and P.E. Shipley. Two members of the Compensation
Committee served as executive officers of the Company during the fiscal
year ended January 29, 1994; F.R. Strawbridge, III is Chairman of the
Board and Co-Chief Executive Officer; and P.S. Strawbridge is President
and Co-Chief Executive Officer.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's executive compensation is supervised by the Compensation
Committee of the Board of Directors. The functions of the Compensation
Committee are to review general compensation policies and to review
recommendations made regarding the salaries of executive officers. The
Company seeks to provide executive compensation that will support the
achievement of the Company's financial goals while attracting and retaining
talented executives and rewarding superior performance. In performing this
function, the Compensation Committee reviews the annual Management
Compensation Services (MCS) study of retail management.
In general, the Company compensates its executive officers through base
salary, but may also consider long-term incentive compensation. From time
to time, the Stock Option Committee provides long-term incentive
compensation in the form of stock options where appropriate as compensation
for the Company's executive officers. In addition, executive officers
participate in benefit plans, including medical, dental and retirement
plans, that are available generally to the Company's employees.
Base salary levels for the Company's executive officers are set
generally to be competitive in relation to the salary levels of executive
officers in other companies within the retail industry, as shown in the MCS
study, taking into consideration the position's complexity, responsibility
and need for special expertise. Compensation of the Company's executive
officers falls within the low end of the range of compensation of the other
companies used as a comparison by the Committee. Overall changes in salary
levels for executive officers, including the Co-Chief Executive Officers,
are generally linked to corporate performance. In this regard, the
Compensation Committee reviews objective measures each year, after results
for the prior fiscal year are available, before setting salary levels.
Such objective measures include changes in revenues from operations,
changes in operating profit results and changes in net earnings as compared
to the prior year. In reviewing salaries in individual cases, the
Compensation Committee also takes into account individual experience,
performance and special achievements.
10
<PAGE>
The salaries for the Company's Co-Chief Executive Officers, P.S.
Strawbridge and F.R. Strawbridge, III for the fiscal year ended January
29, 1994 increased from the prior year based primarily on the Company's
earnings performance, before accounting adjustments, in 1993 compared to
1992. The other executive officers of the Company also received increases
based similarly on earnings performance.
COMPENSATION COMMITTEE:
Isaac H. Clothier, IV
Richard H. Hall
Thomas B. Harvey, Jr.
Paul E. Shipley
Francis R. Strawbridge, III
Peter S. Strawbridge
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the
cumulative total stockholder return on the Series A Common Stock of the
Company for the five-year period beginning January 28, 1989 and ending
January 28, 1994, with the cumulative total return on the S&P 500 and a
peer group index of regional departmental stores over the same period
(assuming the investment of $100 in the Company's Series A Common Stock,
the S&P 500 and the peer group index on January 28, 1989, reinvestment of
all cash dividends and equalization of stock splits and dividends).
ID: GRAPHIC
(STRAWBRIDGE & CLOTHIER VS. S&P 500 VS. REGIONAL DEPARTMENT STORES)
The Company's peer group is comprised of six other regional department
store companies: BON-TON Stores Inc., Gottschalks Inc., Jacobson Stores
Inc., Mercantile Stores Inc., Stein Mart Inc. and Younkers Inc.
11
<PAGE>
ITEM NO. 2 -- APPROVAL OF DESIGNATION OF AUDITORS
- ---------------------------------------------------------------------------
The Board of Directors on February 23, 1994, in accordance with the
By-laws and at the recommendation of the Audit Committee, designated the
firm of Ernst & Young, independent auditors, to audit the books and
accounts of the Company for the fiscal year ending January 28, 1995. In
accordance with its policy of seeking annual shareholder approval of the
appointment of auditors, the Board of Directors recommends that the
shareholders approve the designation of this firm in this capacity. If the
shareholders do not approve such designation the selection of auditors will
be reconsidered by the Board of Directors. A representative of Ernst &
Young will be present at the Annual Meeting. He will have an opportunity
to make a statement if he desires to do so and will be available to respond
to appropriate questions.
OTHER INFORMATION
- ---------------------------------------------------------------------------
The management does not know of any matters, other than those referred
to in the accompanying Notice of Annual Meeting of Shareholders, to be
presented at the meeting for action by the shareholders. However, if any
other matters are properly brought before the meeting, or any adjournment
or adjournments thereof, it is intended that votes will be cast pursuant to
the Proxies with respect to such matters in accordance with the best
judgment of the persons acting under the Proxies.
Any proper shareholder proposal to be presented at the Company's 1995
Annual Meeting must be received by the Company by December 26, 1994, and
should be sent to the Secretary of the Company at 801 Market Street,
Philadelphia, Pennsylvania 19107-3199.
Shareholders are again urged to send in their Proxies without delay.
April 22, 1994
- --------------------------------------------------------------------------
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH SHAREHOLDER ON
WRITTEN REQUEST MADE TO THE SECRETARY, STRAWBRIDGE & CLOTHIER, 801
MARKET STREET, PHILADELPHIA, PENNSYLVANIA 19107-3199 A COPY OF THE
COMPANY'S FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED JANUARY
29, 1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
- --------------------------------------------------------------------------
12
<PAGE>
SERIES A COMMON STOCK
1994 Proxy 1994 Proxy
STRAWBRIDGE & CLOTHIER
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING ON MAY 25, 1994
The undersigned holder of shares of Series A Common Stock of
STRAWBRIDGE & CLOTHIER (the Company) hereby appoints Peter S. Strawbridge,
Steven L. Strawbridge and Warren W. White or a majority of them or any one
of them acting singly in the absence of the others, each with full power of
substitution, the Proxies of the undersigned to vote the shares of the
undersigned at the Annual Meeting of Shareholders of the Company to be held
May 25, 1994, and at any adjournment thereof.
The undersigned directs said Proxies to vote as indicated on the
reverse side.
(Continued and to be signed on reverse side.)
-----------------------------------------------------------------
^^ FOLD AND DETACH HERE ^^
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" ITEMS 1 AND 2. THE PROXIES WILL USE THEIR DISCRETION
WITH RESPECT TO ANY MATTERS REFERRED TO IN ITEM 3.
MANAGEMENT RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS:
1. Election of Directors: Jennifer S. Braxton, Thomas B.
Harvey, Jr., David W. Strawbridge,
Natalie B. Weintraub and Warren W.
White
FOR all nominees listed (except as marked to the contrary) / /
WITHHOLD AUTHORITY to vote for all nominees listed. / /
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below:
- -----------------------------------------------------------------
2. Approval of the designation of Ernst & Young, independent
auditors, to audit the books and accounts of the Company for
the fiscal year ending January 28, 1994.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
--------------------------------------------
Please sign exactly as name appears hereon
--------------------------------------------
--------------------------------------------
Date: , 1994
--------------------------------
Please mark, sign, date and return this proxy
card promptly using the enclosed envelope.
- ---------------------------------------------
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
- ---------------------------------------------
- ------------------------------------------------------------------------------
^^ FOLD AND DETACH HERE ^^
Dear Shareholder(s):
Enclosed you will find material relative to
the Company's 1994 Annual Meeting of
Shareholders. The notice of the Annual
Meeting and proxy statement describe the
formal business to be transacted at the
meeting, as summarized on the attached proxy
card.
Whether or not you expect to attend the
Annual Meeting, please complete and return
promptly the attached proxy card in the
accompanying envelope, which requires no
postage if mailed in the United States. As a
shareholder, please remember that your vote
is important to us. We look forward to
hearing from you.
Strawbridge & Clothier
SERIES B COMMON STOCK
1994 Proxy 1994 Proxy
STRAWBRIDGE & CLOTHIER
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING ON MAY 25, 1994
The undersigned holder of shares of Series B Common Stock of
STRAWBRIDGE & CLOTHIER (the Company) hereby appoints Peter S.
Strawbridge, Steven L. Strawbridge and Warren W. White or a
majority of them or any one of them acting singly in the absence
of the others, each with full power of substitution, the Proxies
of the undersigned to vote the shares of the undersigned at the
Annual Meeting of Shareholders of the Company to be held May 25,
1994, and at any adjournment thereof.
The undersigned directs said Proxies to vote as indicated on
the reverse side.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
^^ FOLD AND DETACH HERE ^^
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2. THE
PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS
REFERRED TO IN ITEM 3.
MANAGEMENT RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING
PROPOSALS:
1. Election of Directors: Jennifer S. Braxton, Thomas B.
Harvey, Jr., David W. Strawbridge,
Natalie B. Weintraub and Warren W.
White
FOR all nominees listed (except as marked to the contrary) / /
WITHHOLD AUTHORITY to vote for all nominees listed. / /
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below:
_________________________________________________________________
2. Approval of the designation of Ernst & Young, independent
auditors, to audit the books and accounts of the Company for
the fiscal year ending January 28, 1994.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
--------------------------------------------
Please sign exactly as name appears hereon
--------------------------------------------
--------------------------------------------
Date: , 1994
--------------------------------
Please mark, sign, date and return this proxy
card promptly using the enclosed envelope.
- ---------------------------------------------
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
- ---------------------------------------------
- ------------------------------------------------------------------------------
^^ FOLD AND DETACH HERE ^^
Dear Shareholder(s):
Enclosed you will find material relative to
the Company's 1994 Annual Meeting of
Shareholders. The notice of the Annual
Meeting and proxy statement describe the
formal business to be transacted at the
meeting, as summarized on the attached proxy
card.
Whether or not you expect to attend the
Annual Meeting, please complete and
return promptly the attached proxy card
in the accompanying envelope, which
requires no postage if mailed in the
United States. As a shareholder, please
remember that your vote is important to
us. We look forward to hearing from
you.
Strawbridge & Clothier
