<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
STRAWBRIDGE & CLOTHIER
---------------------------------------------------------------------
(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(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
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:
----------------------------------------------
4) Date Filed:
----------------------------------------------
<PAGE>
- ---------------------------------------------------------------------------
STRAWBRIDGE & CLOTHIER
- ---------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1995
- ---------------------------------------------------------------------------
TO THE SHAREHOLDERS OF
STRAWBRIDGE & CLOTHIER:
- ---------------------------------------------------------------------------
The Annual Meeting of Shareholders of Strawbridge & Clothier will be
held in the LECTURE HALL (ROOM 114) OF THE PENNSYLVANIA CONVENTION CENTER,
1101 ARCH STREET, PHILADELPHIA, PENNSYLVANIA, on Wednesday, May 24, 1995,
at 11:00 A.M. for the following purposes:
(1) To elect four directors.
(2) To approve the designation of the firm of Ernst & Young LLP,
independent auditors, to audit the books and accounts of the Company
for the fiscal year ending February 3, 1996.
(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 6, 1995, 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 21, 1995
<PAGE>
STRAWBRIDGE & CLOTHIER
801 MARKET STREET, PHILADELPHIA, PENNSYLVANIA 19107-3199
- ---------------------------------------------------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON MAY 24, 1995
- ---------------------------------------------------------------------------
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 24, 1995, 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 21, 1995. 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 6, 1995, the record date for this solicitation, the Company
had outstanding 7,293,036 shares of Series A Common Stock and 3,168,789
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 7,293,036 votes and the holders of the
Series B Common Stock will be entitled to cast a total of 31,687,890
votes. The total number of votes of both series entitled to be cast at
the Annual Meeting is 38,980,926. 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
- ---------------------------------------------------------------------------
At the Annual Meeting of Shareholders on May 24, 1995, two Directors
shall be elected for a term of three years expiring in 1998, and two
Directors shall be elected for a term of one year 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 Richard H. Hall, Anne C. Longstreth, Francis R. Strawbridge,
III and Steven L. Strawbridge, the four 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.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM
NAME OCCUPATION AGE SINCE EXPIRING
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NOMINEES
Richard H. Hall .............. Retired .................. 68 1987 1996
Anne C. Longstreth ........... Realtor, Emlen Wheeler Co. 73 1984 1996
Francis R. Strawbridge, III .. Chairman of the Board .... 57 1968 1998
Steven L. Strawbridge ........ Vice President, Treasurer
and Secretary .......... 51 1975 1998
CONTINUING DIRECTORS
Isaac H. Clothier, IV ........ Attorney ................. 62 1975 1996
Paul E. Shipley .............. Retired .................. 65 1988 1996
Peter S. Strawbridge ......... President ................ 56 1968 1996
Warren W. White .............. Executive Vice President.. 63 1981 1996
Jennifer S. Braxton .......... Assistant Advertising
Director ............... 32 1994 1997
Thomas B. Harvey, Jr. ........ Attorney ................. 59 1988 1997
David W. Strawbridge ......... Vice President ........... 55 1971 1997
Natalie B. Weintraub ......... Retired .................. 66 1994 1997
</TABLE>
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 36 years has been a realtor with Emlen Wheeler Co. and is
active in community affairs.
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.
2
<PAGE>
THE BOARD OF DIRECTORS AND COMMITTEES
- ---------------------------------------------------------------------------
During fiscal year 1994, the Board of Directors held 12 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, 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 1994,
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 1994, 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 1994, the Nominating Committee held one
meeting.
The members of the Stock Option Committee are P.E. Shipley, Chairman,
I.H. Clothier, IV and N.B. Weintraub. 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 1994, the Stock Option Committee held no
meetings.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
- ---------------------------------------------------------------------------
The following table sets forth the shareholdings as of April 6, 1995 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)
-----------------------------------------------------------------------
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 1,147,526 1,423,175 44.9% 16.3%
801 Market Street
Philadelphia, PA 19107-3199
PNC Bank, National (7)(8)(13) (14)
Association(11)(12) ...... 1,192,277 1,192,277 37.6 167,569 16.0
Broad and Chestnut Streets
Philadelphia, PA 19101
(15) (7) (16)
Peter S. Strawbridge ........ 41,675 659,453 701,128 22.0 19,055 9.0
801 Market Street
Philadelphia, PA 19107-3199
(8)(10)
Henry M. Clews .............. 491,888 491,888 15.5 6.3
22A School Street
Hanover, NH 03755
(8)(10)
William P. Wood(11) ......... 491,888 491,888 15.5 6.3
2000 One Logan Square
Philadelphia, PA 19103-6993
(15) (17) (16)
Francis R. Strawbridge, III.. 57,380 219,701 277,081 8.7 19,052 3.9
801 Market Street
Philadelphia, PA 19107-3199
(6)
Paul E. Shipley ............. 65,140 211,557 276,697 8.7 3.7
P.O. Box 4295
Greenville, DE 19807
(17)
Thomas B. Harvey, Jr. ....... 30,292 136,000 166,292 5.2 2.2
40 Cranbury Neck Road
Cranbury, NJ 08512
(13)
Isaac H. Clothier, IV ....... 116,180 101,243 217,423 6.9 11,833 3.1
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
Richard H. Hall ............. 4,499 4,499 525
Anne C. Longstreth .......... 18,168 6,325 24,493 33,187
(15) (17) (16)
Francis R. Strawbridge, III.. 57,380 219,701 277,081 8.7% 19,052 3.9%
(15) (16)
Steven L. Strawbridge ....... 30,604 30,604 10,755
CONTINUING DIRECTORS
(16)
Jennifer S. Braxton ......... 10 10 125
(13)
Isaac H. Clothier, IV ....... 116,180 101,243 217,423 6.9 11,833 3.1
(17)
Thomas B. Harvey, Jr. ....... 30,292 136,000 166,292 5.2 2.2
(6)
Paul E. Shipley ............. 65,140 211,557 276,697 8.7 3.7
(15) (16)
David W. Strawbridge ........ 41,726 41,726 1.3 10,929
(15) (7) (16)
Peter S. Strawbridge ........ 41,675 659,453 701,128 22.0 19,055 9.0
Natalie B. Weintraub ........ 2,895 2,895 323
(15) (16)
Warren W. White ............. 18,016 18,016 11,056
CERTAIN EXECUTIVE OFFICERS
(15) (16)
Robert G. Muskas ............ 9,160 9,160 5,725
(15) (16)
Louis F. Busico ............. 8,182 8,182 6,377
All executive officers
and directors as a group (15) (16)
(26 persons) .............. 494,920 1,198,279 1,693,199 51.3 230,749 21.0
</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 2,250,708 shares, which ownership
of Series B Common Stock, together with the 398,318 shares of Series A
Common Stock owned by such persons, represents 56.6% of the combined
voting power of the Series A and Series B Common Stock. In addition,
approximately 850,947 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 191,157 shares of Series A
Common Stock owned by such family members and trusts, represent 22.3%
of the voting power.
(3) Percentages of less than 1% are not shown. There were 3,168,789 shares
of Series B Common Stock outstanding on April 6, 1995.
(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 (7,293,036 at April 6, 1995), 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 418,825 shares as to which G.S. Strawbridge, H.M. 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 73,063 shares as to which G.S. Strawbridge, H.M. 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 13G filed with the Securities and
Exchange Commission reporting as of December 31, 1994.
(12) Does not include any shares held by the bank in purely custodial
accounts.
(13) Includes 94,302 shares as to which I.H. Clothier, IV and PNC Bank,
National Association share voting and investment power.
(14) With respect to 163,121 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: F.R. Strawbridge,
III, 23,442 shares; S.L. Strawbridge, 7,774 shares; D.W. Strawbridge,
11,818 shares; P.S. Strawbridge, 23,442 shares; W.W. White, 10,728
shares; R.G. Muskas, 7,663 shares; L.F. Busico, 5,364 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: F.R. Strawbridge, III, 478
shares; S.L. Strawbridge, 146 shares; J.S. Braxton, 37 shares; D.W.
Strawbridge, 320 shares; P.S. Strawbridge, 489 shares; W.W. White,
447 shares; R.G. Muskas, 330 shares; L.F. Busico, 308 shares; and all
executive officers and directors as a group (20 persons) a total of
5,565 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:
F.R. Strawbridge, III, 18,566 shares; S.L. Strawbridge, 10,609
shares; D.W. Strawbridge, 10,609 shares; P.S. Strawbridge, 18,566
shares; W.W. White, 10,609 shares; R.G. Muskas, 5,304 shares; L.F.
Busico, 5,304 shares; and all executive officers and directors as a
group (19 persons) a total of 163,619 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) Includes 136,000 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
- ---------------------------------------------------------------------------
The following table sets forth certain information concerning
compensation paid for the Company's last three fiscal years.
<TABLE>
<CAPTION>
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(1)
- ------------------------------- ---- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Peter S. Strawbridge .......... 1994 $310,000 0 0 $1,780
President and Co-Chief 1993 $310,000 0 0 $2,500
Executive Officer 1992 $300,000 $650 0 $1,822
Francis R. Strawbridge, III ... 1994 $300,000 0 0 $1,892
Chairman of the Board 1993 $300,000 0 0 $2,458
and Co-Chief Executive 1992 $280,000 $700 0 $1,947
Officer
Warren W. White ............... 1994 $275,000 0 0 $2,079
Executive Vice President and 1993 $260,000 0 0 $2,167
General Manager, Clover Stores 1992 $245,000 $850 0 $2,197
Robert G. Muskas .............. 1994 $180,000 0 0 $2,000
Vice President and General 1993 $180,000 0 0 $1,500
Merchandise Manager, 1992 $168,000 $850 0 $1,970
Department Stores
Louis F. Busico ............... 1994 $177,000 0 0 $1,975
Vice President and General 1993 $167,000 0 0 $1,392
Merchandise Manager, 1992 $157,000 $850 0 $1,842
Clover Stores
</TABLE>
(1) Amounts contributed or accrued by the Company under the Company's 401(k)
Retirement Savings Plan.
EMPLOYMENT AGREEMENTS AND CONSULTING ARRANGEMENT
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. The
Company has a consulting arrangement with G. Stockton Strawbridge, the
former Chairman of the Executive Committee until his retirement from the
Company, whereby Mr. Strawbridge receives $100,000 per annum for consulting
services to the Company. See "Beneficial Ownership of Voting Securities."
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>
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
---------------------------------------------------
35 OR
REMUNERATION 15 20 25 30 MORE(1)
- -------------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$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
</TABLE>
(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,
1995, the executive officers named in the compensation table above have the
following years of credited service under the Deferred Compensation Plan:
P.S. Strawbridge, 33 1/2 years; F.R. Strawbridge, III, 33 1/2 years; W.W.
White, 38 years; R.G. Muskas, 35 1/2 years; and L.F. Busico, 36 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 28,
1995.
Set forth in the following table is information concerning stock
options exercised during the fiscal year ended January 28, 1995 and the
value of stock options held at the end of the fiscal year ended January 28,
1995 by executive officers named in the Summary Compensation Table.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
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
- -------------------- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Strawbridge 0 0 42,008 2,652 $ 0 $ 0
Francis R.
Strawbridge, III 0 0 42,008 2,652 $ 0 $ 0
Warren W. White 0 0 21,337 0 $ 0 N/A
Robert G. Muskas 0 0 12,967 0 $ 0 N/A
Louis F. Busico 0 0 10,668 0 $ 0 N/A
</TABLE>
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 28, 1995; 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
28, 1995 remained unchanged from the prior fiscal year.
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 February 3, 1990 and ending
January 27, 1995, 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 February 3, 1990, reinvestment of
all cash dividends and equalization of stock splits and dividends).
STRAWBRIDGE & CLOTHIER
(Strawbridge & Clothier vs. S&P 500 vs. Regional Department Stores)
$200 |
|
$180 |
|
$160 |
|
$140 | [ID: GRAPHIC -- LINE CHART]
|
$120 |
|
$100 |
|
$80 |
|
$60 |
----|-----------|-----------|-----------|-----------|-----------|----
26-Jan-90 25-Jan-91 31-Jan-92 29-Jan-93 28-Jan-94 27-Jan-95
-----------------------------------------
(box) Strawbridge & Clothier
+ S&P 500 Index
(diamond) Regional Department Stores
-----------------------------------------
##############################################################################
# #
# ID: THE FOLLOWING TABLES PRESENT IN TABULAR FORM THE DATA POINTS #
# IN THE ABOVE REFERENCED GRAPHIC. #
# #
##############################################################################
Comparative Analysis
TOTAL SHAREHOLDER RETURN
PREPARED FOR
SMITH-EDWARDS-DUNLAP
<TABLE>
<CAPTION>
Fiscal Year Basis: 1
Return Return Return Return Return
Company / Index Name 25-JAN-91 31-JAN-92 29-JAN-93 28-JAN-94 27-JAN-95
- ---------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
STRAWBRIDGE & CLOTHIER -CL A -30.25 21.20 17.55 -1.82 0.44
S&P 500 INDEX 6.77 25.40 10.43 12.03 0.97
PEER GROUP -5.82 27.44 -17.68 4.34 5.51
</TABLE>
<TABLE>
<CAPTION>
Indexed / Cumulative Returns
Base
Period Return Return Return Return Return
Company / Index Name 26-JAN-90 25-JAN-91 31-JAN-92 29-JAN-93 28-JAN-94 27-JAN-95
- ---------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
STRAWBRIDGE & CLOTHIER 100 69.75 84.53 99.37 97.56 97.99
S&P 500 INDEX 100 106.77 133.90 147.87 165.66 167.27
PEER GROUP 100 94.18 120.01 98.80 103.08 108.76
</TABLE>
PEER GROUP POPULATION
- -----------------------
BON-TON STORES INC (2)
GOTTSCHALKS INC (1)
JACOBSON STORES (1)
MERCANTILE STORE CO INC (1)
STEIN MART INC
YOUNKERS INC
(1) FOR THE PERIOD ENDED 1991 ONLY THESE 3 COMPANIES WERE USED
IN THE PEER GROUP
(2) THE COMPANIES IN (1) PLUS (2) WERE USED FOR THE PEER GROUP IN 1992
This total shareholders return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat, a division of McGraw-Hill, Inc.
##############################################################################
# #
# ID: END OF GRAPHIC DESCRIPTION. #
# #
##############################################################################
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 22, 1995, in accordance with the
By-laws and at the recommendation of the Audit Committee, designated the
firm of Ernst & Young LLP, independent auditors, to audit the books and
accounts of the Company for the fiscal year ending February 3, 1996. 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 LLP 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.
SECTION 16 REPORTING
- ---------------------------------------------------------------------------
On July 1, 1993, the Company made matching contributions in the form of
Series A Common Stock under the Company's 401(k) Retirement Savings Plan
that inadvertently were not reported on Form 5s for the fiscal year ended
January 29, 1994 by the following officers: Ronald B. Avellino, Louis F.
Busico, Robert A. Hoffner, Charles D. Hollander, Alexander B. Jervis, Alice
T. Kanigowski, John J. Leahy, Robert G. Muskas, E. Spencer Quill, Thomas S.
Rittenhouse, G. Leonard Shea, David W. Strawbridge, Francis R. Strawbridge,
III, Peter S. Strawbridge, William A. Timmons, Natalie B. Weintraub and
Warren W. White. The number of shares involved ranges from 89 to 193. In
addition, on July 1, 1993, C.D. Hollander, A.T. Kanigowski, E.S. Quill,
G.L. Shea and T.S. Rittenhouse purchased shares under the Company's
Employee Stock Purchase Plan that were inadvertently not reported on such
Form 5s. The number of shares involved ranges from 33 to 134. These
transactions were reported on Form 5s for the fiscal year ended January 28,
1995, except that for N.B. Weintraub, who is currently a director, such
form was filed late.
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 1996
Annual Meeting must be received by the Company by December 24, 1995, 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 21, 1995
- -----------------------------------------------------------------------------
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 28, 1995, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
- -----------------------------------------------------------------------------
12
<PAGE>
SERIES A COMMON STOCK
1995 PROXY 1995 PROXY
STRAWBRIDGE & CLOTHIER
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING ON MAY 24, 1995
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 24, 1995, 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.)
-----------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN --------------------
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED | I PLAN TO ATTEND |
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY | THE MEETING. |
WILL BE VOTED "FOR" ITEMS 1 AND 2. THE PROXIES | |
WILL USE THEIR DISCRETION WITH RESPECT TO ANY | |
MATTERS REFERRED TO IN ITEM 3. --------------------
1. Election of Directors: MANAGEMENT RECOMMENDS A VOTE "FOR" EACH OF
THE FOLLOWING PROPOSALS:
FOR all nominees WITHHOLD Richard H. Hall, Anne C. Longstreth,
listed (except as AUTHORITY Francis R. Strawbridge, III and
marked to the to vote for Steven L. Strawbridge
contrary) 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 3. In their discretion, the
of Ernst & Young LLP, Proxies are authorized to
independent auditors, to vote upon such other business
audit the books and accounts as may properly come before
of the Company for the fiscal the meeting.
year ending February 3, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
--------------------------------------------
Please sign exactly as name appears hereon
--------------------------------------------
--------------------------------------------
Date: , 1995
--------------------------------
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
- ---------------------------------------------
<PAGE>
SERIES B COMMON STOCK
1995 PROXY 1995 PROXY
STRAWBRIDGE & CLOTHIER
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING ON MAY 24, 1995
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 24, 1995, 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.)
-----------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN --------------------
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED | I PLAN TO ATTEND |
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY | THE MEETING. |
WILL BE VOTED "FOR" ITEMS 1 AND 2. THE PROXIES | |
WILL USE THEIR DISCRETION WITH RESPECT TO ANY | |
MATTERS REFERRED TO IN ITEM 3. --------------------
1. Election of Directors: MANAGEMENT RECOMMENDS A VOTE "FOR" EACH OF
THE FOLLOWING PROPOSALS:
FOR all nominees WITHHOLD Richard H. Hall, Anne C. Longstreth,
listed (except as AUTHORITY Francis R. Strawbridge, III and
marked to the to vote for Steven L. Strawbridge
contrary) 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 3. In their discretion, the
of Ernst & Young LLP, Proxies are authorized to
independent auditors, to vote upon such other business
audit the books and accounts as may properly come before
of the Company for the fiscal the meeting.
year ending February 3, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
--------------------------------------------
Please sign exactly as name appears hereon
--------------------------------------------
--------------------------------------------
Date: , 1995
--------------------------------
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
- ---------------------------------------------
