STRAWBRIDGE & CLOTHIER
DEFA14A, 1996-07-03
DEPARTMENT STORES
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                         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
[ ] Confidential, for Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] 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)


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                (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[ ] $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:

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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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[ ] Check box if any part of the fee is offset as provided by
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<PAGE>
                           STRAWBRIDGE & CLOTHIER
                              801 MARKET STREET
                    PHILADELPHIA, PENNSYLVANIA 19107-3199

                                July, 1996



Dear


       On April 4th as you know, Strawbridge & Clothier's Board of
Directors made an historic and painful decision to sell both divisions of
the Company.  To say that this was a difficult, as well as a momentous
decision, does not adequately describe the long deliberations the Board
went through starting with our press release back on October 30, 1995, when
we announced that we would be looking into strategic alternatives for the
Company.  Our first choice from the beginning was to remain a successful,
independent retailer.  However, to stay the course and still remain on a
sound financial footing and continue to grow the business through
reinvesting in our stores (a necessity in this competitive industry), we
would have had to alter the basic character of Strawbridge & Clothier.  Not
only would we have had to eliminate the cash dividend to shareholders which
we have paid for nearly fifty consecutive years, we would have had to
decrease our work force substantially by taking a number of extreme
measures, including major steps to consolidate the Clover and Department
Store Divisions.  In other words, we would have had to significantly
compromise the quality approach which has been at the core of our business
philosophy and reduce the level of customer service for which we have
earned a long-standing national reputation.  Strawbridge & Clothier would
not have been the same Company that all of us have known for so long.

       Even by taking these drastic steps, there would be no assurance that
we would have been successful in producing a minimally acceptable level of
profit -- and if we had failed or, if we did not achieve our profit
projections -- if we were faced with a weather situation during this
upcoming Christmas season similar to last winter -- or any other negative
factor beyond our control -- the consequences would have been unacceptable
for all of us -- Shareholders and Associates alike.

       In arriving at its decision, the Board considered and discussed the
following facts:

               1)   Region
                    ------

               The Philadelphia region compared to other parts of the
Country, is a slow-growth area, with the City, itself, continuing to
decline in population.

<PAGE>
July 1996
Page 2

               2)   Competition
                    -----------

               Competition is increasing in both quality and quantity
for both the Department Store and Clover.

                    (a) The May Co. (Hecht's) is stronger than John
               Wanamaker's was and Macy's is becoming stronger under the
               Federated umbrella.  With "high-end" retailers such as
               Nordstrom's, Nieman-Marcus and Lord & Taylor moving into
               the market, it would have been difficult to capture a larger
               share of the "better" market -- an important element of our
               marketing and merchandising strategy.

                    (b) With national discounters such as Wal-Mart and
               Target moving into the market, Clover would have faced
               tougher competition than it did when competing against
               "regional" discounters.

                    (c) These very successful, national retailers with
               hundreds, if not thousands of stores, not only have more
               "buying power" than either the Department Store or Clover
               divisions -- they also are able to spread their "central
               office" expenses, such as Buying, Credit, Advertising and
               other back-office expenses, over a larger sales base than we
               can.  And, they have better access to the capital markets in
               order to invest in improvements and renovations in their
               area stores.

               3)   Customer Base (See enclosed article from Women's Wear Daily)
                    -------------

               Although the traditional customer remains loyal to S&C,
there is a need to attract a larger market share of younger customers
(ages 20 to 39) -- as a critical part of our "same-store" (internal)
growth.  However, that customer segment has many more varied
opportunities on which to spend their dollars than they had in the past:

                    (a) Leisure time, the personal computer and overall
               entertainment spending have become stronger rivals for the
               younger customers "shopping dollar."

                    (b) That customer group is more "time-oriented" than
               in the past -- and department store shopping is not
               "time-efficient" for that group.

                    (c) A wider variety of different types of retail
               shopping is available today, which appeal to that group's
               new lifestyle -- i.e., catalogues, home

<PAGE>
July 1996
Page 3

               (TV) shopping, Internet shopping, warehouse clubs,
               specialty stores, "category killers," super stores and
               super centers.

               4)   Margin for Error
                    ----------------

               Because of our loss year in 1995, the continuing
difficult business climate for retailers in the northeast region of the
country and the negative feeling banks, other lenders and "Factors"
currently have for "regional" retailers, the necessity for us to achieve
our aggressive profit projections over the next three years would have
become even more critical than in previous years.  We would have had
no margin for error in 1996 and the negative consequences for our
Shareholders, if we did not achieve these projections, would have been
severe.

               5)   The Offer
                    ---------

               The offer of approximately $19.10 per share is fair -- and
a good offer.  Our own aggressive projections for "staying the course"
translate to a market price of less than $14 per share for Strawbridge &
Clothier stock -- with no cash dividend.

       After five months of evaluating every possible alternative,
including mergers and joint ventures with other retailers, the Board
concluded that accepting the May Co.'s and Kimco Realty Co.'s offers was
clearly in the best interests of our Shareholders and in the long run,
in the best interests of most of our Associates.  In deciding to accept
the offers, the Board recognized the changing times we live in -- and
that consolidation is a fact of life in today's world -- whether in
retailing, banking, health care, entertainment, insurance or
manufacturing.  It also considered the changes that have occurred in the
discount store sector of the industry, including the many bankruptcies
that have taken effect over the last twelve months and which have
negatively impacted our Clover Division.  (Attached is a partial list of
retailers bankruptcies and store closings during the past year).

       OUR GREATEST STRENGTH AS A COMPANY HAS ALWAYS BEEN OUR ASSOCIATES
- - OUR STORE FAMILY.  THAT IS WHY THE MAY CO. INSISTED ON KEEPING ALL
ASSOCIATES IN THE DEPARTMENT STORE'S STORES' ORGANIZATION AND WHY THE MAY
CO. WANTS TO CONTINUE WITH THE "STRAWBRIDGE" NAME AND TO EXPAND UPON IT BY
RENAMING ALL OF THE HECHT'S STORES IN THE PHILADELPHIA AREA
"STRAWBRIDGES."

       By now, you already have received your Proxy Statement and know
that our Shareholder Meeting will take place on July 15th.  The main
item on the Agenda is the approval of the May Co. and Kimco transactions.

       Following approval of the transactions, Strawbridge & Clothier
shareholders will receive their first distribution of May Co. stock
around mid-October, 1996.  This first distribution will amount to
approximately 75% of your Strawbridge & Clothier holdings.

<PAGE>
July 1996
Page 4

       The first May Co. cash dividend payment to Strawbridge & Clothier
shareholders will take place on December 15th . The dates of May's cash
dividend payments are December 15th, March 15th, June 15th and
September 15th.

       Approximately one year after the Shareholder Meeting, Strawbridge
& Clothier shareholders will receive their second distribution of May
Co. stock, amounting to between 15% and 20% of your Strawbridge &
Clothier holdings.

       The final 5% to 10% distribution will not take place until
approximately three years after the Shareholder Meeting -- when the
Courts finally decide that all claims against the Company have been
settled and the "Liquidating Trust" has been dissolved.

       Strawbridge & Clothier shareholders will receive approximately
four-tenths of a share of May Co. stock for every one share of
Strawbridge & Clothier stock (the relationship between the $19 price of
Strawbridge & Clothier stock and the $47 7/8 price of May Co. stock on
April 3rd).

       May Co.'s annualized cash dividend is $1.16 per share ($0.29 per
quarter).  This means that Strawbridge & Clothier shareholders will be
receiving approximately $0.46 in May Co. cash dividends for every dollar
they were receiving in Strawbridge & Clothier cash dividends.  However,
until the second distribution (late spring -- early summer, 1997),
Strawbridge & Clothier shareholders will receive approximately 34.5% of
what they would have received from a Strawbridge & Clothier cash
dividend -- because only 75% of their May Co. stock will have been
distributed prior to the second distribution.

       There is no tax effect for Strawbridge & Clothier shareholders
upon the receipt of May Co. stock.  However, if you sell your May Co.
stock, there will be a tax effect at that time -- either a capital gains
tax or a capital loss benefit.

      Clover
      ------

       Kimco Realty Corp. will be purchasing all twenty-six Clover
stores.  Kimco will pay Strawbridge & Clothier cash for the Clover
stores and the Company will use the cash to purchase May Co. stock.  The
proceeds from the sale of the Clover stores will be included in the
first distribution of May Co. stock to Strawbridge & Clothier
shareholders (around October 1, 1996).  THE PROCEEDS FROM THE SALE OF
CLOVER ARE INCLUDED IN THE ESTIMATED VALUE OF $19.10 PER SHARE OF MAY
CO. STOCK TO BE DISTRIBUTED TO STRAWBRIDGE & CLOTHIER SHAREHOLDERS.

       Some information about the May Co.:

       May is the country's second largest operator of department
stores, with $10.5 billion in sales in 1995.  (Strawbridge & Clothier's
sales in 1995 were $980 million -- Department Stores, $545 million).
May's net earnings in 1995 were $700 million.  Their return

<PAGE>
July 1996
Page 5

on equity was 20.8%, the sixth consecutive year in which May's
return on equity exceeded 20%.  May increased its cash dividend in 1996 --
the 21st consecutive year in which it has increased its cash dividend
and also produced an increase in net earnings.  In 1995, the market
price of May stock ranged from a low of $33.50 per share to a high of
$46.25.  As of May 21, 1996, the price of May stock, after spinning off
its Payless Shoe Division, was $49.00.

       In its 1995 Annual Report, May states, "The five years ahead will
be a period of aggressive growth for our company.  In 1996, we will open
15 new stores, adding 2.3 million square feet.  Over the next five
years, we will be investing $3.7 billion, including $2.1 billion for 115
new department stores, and $570 million for expanding and remodeling
existing stores."

       As difficult and painful as our decision was to accept the May
Co.'s and Kimco's offers, we feel that clearly, in both the short and
long terms, it is the best alternative for our Strawbridge & Clothier
shareholders -- to become shareholders of the strongest operator of
department stores in the country.

       Our family shareholders have, over the years, been our most loyal
and valued supporters -- and we appreciate your loyalty more than we
can possibly say.  We feel, however, that taking everything into
consideration, now is the time to take the momentous step of selling
Strawbridge & Clothier -- and to give you the opportunity to decide for
yourselves (with no family pressures or ties) how you want to invest
your shares of the May Co.'s stock.

       If you have any questions at all regarding this historic
transaction, please do not hesitate to call any of the four Strawbridges
who serve on the Board of Directors.

                                Sincerely,



                            FRS - 215-629-6455
                            PSS - 215-629-6627
                            DWS - 215-629-6655
                            SLS - 215-629-6452
Enclosures
<PAGE>
                                  RETAILING

HOW THE DEPARTMENT-STORE DEALS COMPARE

Woodward & Lothrop Co., the parent company of John Wanamaker, was purchased
last year by J.C. Penney Co. and May Department Stores Co.  May is also
buying the department-store division of Strawbridge & Clothier.


                                  Woodward & Lothrop
                                  John Wanamaker        Strawbridge & Clothier

NUMBER OF STORES                   25                    13 **
PRICE                             $725 million         $600 million ***
DEBT REPAID TO CREDITORS          $460 million *       $390 million
NET TO OWNERS                     $ 0                  $210 million
SALES IN LAST YEAR                $835 million         $545 million
SALES PER STORE                   $ 33 million         $ 42 million
PRICE PER STORE                   $ 29 million         $ 47 million
PRICE AS PERCENT OF SALES          87 percent           111 percent

*    Woodward & Lothrop Inc. listed liabilities of $659 million when it filed
     for bankruptcy on January 17, 1994.  Owners get nothing in bankruptcy.

**   Strawbridge's stand-alone furniture store in Concord is counted along
     with its nearby department store.

***  One source said that the $600 million figure should actually be $550
     million, because current liabilities should be deducted.  In that case,
     the price per store would be $42.3 million, and the price as a
     percentage of sales would be 101 percent.

Sources:  Inquirer reports and sources familiar with the Strawbridge deal.


                                   The Philadelphia Inquirer

<PAGE>
                         RETAILING IN THE NINETIES

                          THE AGE OF INFORMATION
                            Women's Wear Daily
                          Wednesday, May 8, 1996

    Managing change and information technology will be the keys to
surviving and prospering in the retail world of the next few years and
the 21st century.

    This report makes a set of forecasts about the state of the industry
through 2000.  The future for much of retailing is far from rosy.  But
the retailer who understands where the industry is headed and makes the
right investments in technology, market positioning and people will find
a bright future.


    THE NEXT FIVE YEARS IN RETAILING

    Five major changes will alter the face of retailing over the next
five years:

         1.   Retailing will become an information-driven business,
              transferring the major assets of retailers from real
              estate and inventory to information.  Retailers will
              collect, sell and network information about suppliers,
              merchandise and customer performance.  This will result in
              a shift in where and how value is added.  Businesses
              focused on design, marketing and information management
              will flourish, while businesses that are driven by real
              estate, inventory, manufacturing or wholesaling will
              suffer.

         2.   Retailers will focus more attention on their core customers
              as individuals.  They will go to great lengths to identify
              and reward high-spending, high-performance customers, and
              they will eliminate customers who are too costly to serve
              or do not fit their high-performance profile.  While the
              idea of getting rid of unprofitable customers challenges
              the conventional wisdom of traditional retailing, it will
              be a competitive necessity.

         3.   Many traditional apparel specialty store concepts will
              reach the end of their life cycle, resulting in a
              disproportionate amount of bankruptcies and
              consolidations.  The day of the mass-merchandised
              specialty store chain with hundreds of outlets delivering
              the same narrow and deep assortment of goods regardless of
              location will be over.  The reincarnation of true
              specialty stores will mean moving into more neighborhood
              locations to be closer to target customers.  It will also

<PAGE>

              mean cheaper rents, smaller spaces, micromerchandising and
              more flexible sourcing.

         4.   Traditional regional malls will suffer, as specialty stores
              decline and department stores continue to consolidate,
              leaving fewer to anchor the malls.  The recovery of
              regional malls will occur as nontraditional, big-box users --
              like Toys 'R' Us or Home Depot -- begin to fill some of
              the empty anchor space.  These types of retailers will be
              successful as long as they understand marketing and
              information management.

         5.   Electronic retailing will show signs of accelerated growth
              and consumer acceptance.  The Internet will expand from
              individual interaction to a commercially based transaction
              system.  Electronic retailing will take a growing share of
              general merchandise, apparel and furniture retailing by
              2000, with most of the gains coming at the expense of
              traditional catalog retailing.  Electronic retailing will
              be facilitated by the creation and widespread use of
              electronic cash.

    With the passage of such trade pacts as NAFTA and GATT, the momentum
toward globalization will accelerate.  As free trade expands and
eliminates tariffs, the pressures of deflation will increase across all
retail channels, further hastening retailers' moves to overseas markets.

    The technology and productivity gap between the U.S. and the rest of
the world will widen as Americans increase their use of personal
computers, the Internet and cellular communications.  That will sustain
low inflation domestically and increase U.S. exports.

    Public safety and police protection will become a private sector
responsibility.  Limited access to neighborhoods and malls will become
more commonplace, leading to experimentation with "membership malls."


    DEFLATING THE DOMESTIC ECONOMY

    The most important change in retailing is the shift from inflation
to deflation in the prices for goods.  This is being driven by a variety
of factors:

         o    The Federal Reserve is running a deflationary monetary policy
              by allowing real economic growth to exceed money supply
              growth.  With fewer dollars chasing more goods, prices
              must fall.

         o    The growth in free trade contributes to deflation by
              expanding the sources of cheaper global supply and
              reducing tariffs on those goods.

                                   2

<PAGE>

         o    The overexpansion of retail capacity relative to consumer
              demand is also driving deflation.  For 15 years, retail
              capacity has more than doubled, while consumer demand has
              grown less than 50 percent.

    STABILITY, MODEST RECESSIONS AND ENORMOUS POTENTIAL FOR GROWTH

    The economic cycle that began in 1982 will continue through the next
five years.  While a recession is likely, it will be mild and
short-lived.  Recessions are growing milder because the more cyclical
elements of the economy, like housing, business investment and car
sales, are becoming a smaller share of economic activity.

    American society will continue to splinter into smaller groups that
are more diverse in their education, wealth and income, ethnicity,
generational characteristics, tastes and shopping behaviors.

    The fastest growing division in society will be between educated and
noneducated.  The educated will live and work in a controlled-climate,
controlled-access world dominated by information and knowledge, while
the uneducated will live in a world dominated by physical labor.

    The number of teenagers will increase by 2.5 million over the next
five years -- three times the pace of general population growth.  Some
of the more significant implications will be:

         o   A renewed interest in fashion.

         o   An increase in crime and violence.

         o   Controlled-access malls.

         o   A large pool of entry-level workers.

         o   Acceleration in the use of technology.

    The number of middle-aged Americans between 45 and 54 will increase
by more than 7 million, four-and-a-half times the pace of general
population growth.  Some of the impact will be:

         o   People will have less time and energy.

         o   Increased savings and investment for retirement.

         o   More spending for children's education.

                                   3

<PAGE>

         o   More spending on travel, leisure and entertainment.

         o   Less shopping.

         o   Less spending on apparel.

    The young elderly -- 55-to-64 year-olds -- are the most overlooked
group of consumers relative to their spending potential.  The number of
young elderly or late middle-aged will increase by 3.5 million over the
next five years, slightly better than three times the pace of general
population growth.  Some major implications will be:

         o   Redefinition of "old".

         o   Beauty at any age.

         o   Decline of the cult of youth.

         o   Rise in value of vacation homes.

         o   Boom in travel.

         o   Extended work life.

         o   Boom in health care.

    Myths that tap into shared values can help companies sell
mass-market products to a diverse group of customers.  Myth will take on
greater importance, particularly for baby boomers who, along with the
media, have always viewed themselves in mythic terms.

    The Body Shop, for example, has made a myth of its founder, Anita
Roddick, and her global jaunts to find ancient lotions and potions and
to save the rainforests in the process.  As she fights for global
justice, her customers can support her efforts by buying her products.
In the age of alienation and individualism, Americans are looking for
this kind of common bond that connects them to the community around
them.

    Retailers that understand the importance of myth as a key marketing
concept can gain sustainable competitive advantage.  While other aspects
of marketing, from store locations to merchandising, can be easily
copied, myths are unique.


    THE DILEMMA OF MATURITY

    Retailing is showing all of the signs of a mature business at the
end of its life cycle.  Management, however, seems to continue to
believe that this is still a growth business.  This

                                   4

<PAGE>


mismatch between perception and reality will be one of the main
driving forces behind the next wave of retail bankruptcies and
consolidations.

         o    Retail spending will underperform the rest of the economy.
              While the broad economy will experience a modest inflation
              rate of around 2 percent, retailing will experience
              deflation of around 1 percent.  Real growth for retailing
              will average 3 percent, leaving total annual growth at
              just 2 percent.

         o    Retail real estate prices will decline over the next five
              years as supply continues to grow while demand falls.
              Even as demand has been falling, retail space has been
              increasing over the past 15 years.  This has created a
              tremendous oversupply of space, which has also forced
              retail sales per square foot to decline.

              Before the end of this century, as many as 100 of the poorest
              performing regional malls will be shuttered.  Mall-based
              specialty apparel retailing is in a deep recession.
              Numerous specialty retailers, including Woolworth's,
              Edison Bros., Melville, The Limited and Merry-Go-Round,
              have collectively announced thousands of store closing.

         o    Nowhere will the ultimate decline in real estate demand be
              greater than in the regional malls.  This process will
              accelerate over the next five years as the malls become
              magnets for teen crime, forcing management to control
              their environments.

    The successful malls of the future will incorporate fantasy and
entertainment and will tap into the nonmerchandising passions or myths
of the consumer.  The Forum in Las Vegas and the Mall of America in
Minnesota are good examples.

    The next round of retail bankruptcies will be different from the
high-profile bankruptcies the industry experienced in the late Eighties
and early Nineties.  Those bankruptcies were driven by retailers with
too much debt and too little cash flow.  Once in bankruptcy, they cut
costs, centralized operations, trimmed inefficient businesses and
focused on core customers.  They emerged from bankruptcy as stronger,
more efficient companies.

    The next round will be driven by companies with problems on the
asset side of their businesses.  They will have the wrong mix of real
estate, ineffective information systems, outdated merchandising
processes or poorly qualified and ill-prepared management.


    DEPARTMENT STORES DEVELOP SPLIT PERSONALITY

    Department store retailing will split into three very consolidated
and distinct sectors:

                                   5

<PAGE>

         o    Traditional department stores will consolidate into no more
              than five major companies that are national in operation
              and have global pretensions that will be fulfilled in the
              next century.  These highly centralized organizations will
              fight for the large middle segment of the market, along
              with other mass merchandised department store chains, like
              Sears, J.C. Penney and Kohl's.

         o    At the top of the market will be a handful of smaller, more
              focused concepts offering higher price points and higher
              levels of service designed to capture an ever larger share
              of the high-growth, 45-to-60 age segment.  These companies
              will operate and market themselves very differently from
              traditional department stores.

         o    Faced with a slowdown in mall development and declining mall
              traffic, conventional and upscale department store
              retailers will look for alternative ways to reach their
              customers.  They will experiment with smaller, more
              focused apparel formats in off-mall locations and with
              electronic retailing.

    For the first time in 40 years, inner cities are gaining population.
That trend will accelerate over the next five years.  Empty-nesters and
generation X-ers are becoming urban pioneers and are putting inner-city
retailing on the comeback trail.


    DISCOUNTER DINOSAURS TO SUPERCENTERS

    Conventional discounters will pass from the retail scene in the next
five years, giving way to the supercenter formats, which will be the
fastest growing segment of retailing to the end of the century.  These
combination retailers, selling food and general merchandise, will take
10 percent of the food store business.

    Just as the expansion of the conventional discount department store
to rural areas in the Eighties wreaked havoc on small-town general
merchandise and specialty stores, the expansion of supercenters will
bring a new wave of bankruptcy to small-town food, drug and discount
stores.


    SUPERSTORES GAIN SHARE

    As consumers flee the regional mall, superstores -- whether
in strip malls or standing alone -- are positioned to capture the
price-sensitive, time-pressed consumer.  They experiment with new
product categories and formats, expanding the merchandise mix in search
of synergies that will increase customer traffic and average-transaction
size.

                                   6

<PAGE>

    While numerous superstore formats will become mature, the sheer
market share that these stores will capture will exceed the original
expectations of most industry watchers.


    TRADITIONAL SPECIALTY STORES IN A SPIRAL

    No sector of retailing is at greater risk over the next five years
than the traditional mall specialty stores.  They are at the end of
their life cycles and located in malls where customer traffic and
interest in fashion are declining.  Consequently, they are serving a
shrinking segment.

    Specialty stores have also become large, overly centralized and
bland in their fashion offerings, selling too much sameness in too many
disparate locations.


    THE ROAD TO RECOVERY

    The reinvented specialty store will be based on a radically
different economic model from the dying specialty store of today.  It
will be targeted and localized in fewer locations, and micro-
merchandised to each of these locations.  Since getting the right goods
to the right place at the right time will tax even the most
sophisticated merchandising systems and supply chains, investment will
shift away from real estate and toward technology, resource networks,
logistics and people.


    THE ROLE OF BRANDS

    The importance of brands -- from store private labels to
manufacturers' brands -- can only grow.

    To the consumer, these are all brands, and they promise quality,
credible value and image.  They also reduce search time in a world
overrun with choices.

    To the retailer and vendor, brands promise diffentiation, more
profit, customer loyalty and increased global expansion potential.


    CATALOG RETAILING CONTRACTS

    After decades of expanding at twice the pace of store retailing,
catalog retailing is in a slump.  Higher postal costs and explosive
growth in the number of catalogs have led to a decline in profitability.
Catalog retailing is also nearing the end of its life cycle.

                                   7

<PAGE>

    Unlike the specialists, however, catalog retailers have a core
competency that will translate well into a future competitive advantage.
They have long dealt with customers on an individual basis.  This
ability to form a relationship with customers will help catalog
retailers make the transition to electronic retailing.


    MANAGING IN THE FUTURE

    Managing will be much more difficult than it has ever been because
the future will be so much different from the past.

    The Chinese symbol for change is made up of two separate characters:
the symbol for threat and the symbol for opportunity.

    Retailers face a significant threat in the consumer, competitive,
technological and economic changes that will take place over the next
five years.  For those retailers who understand these changes and can
adapt to them, the opportunities for growth and profitability are great.

    For the many retailers who will not adapt to these changes, the
threat of demise or downsizing will loom.  They will join the ever
growing list of bankruptcies and liquidations that will be one of the
unmistakable characteristics of retailing at the end of this century.

                                   8

<PAGE>

    BACKGROUND

    Management Horizons, which prepared this outlook, is a consulting
division of Price Waterhouse LLP, and management consulting and market
research firm specializing in the retailing and consumer goods
distribution industries.  Founded in 1968, Management Horizons is a
recognized authority in strategy development, market positioning, new
concept development, retail merchandising and operating strategies, and
retail growth and expansion strategies.  Management Horizons also helps
companies align strategy and operations and reengineer business
processes for improved operating results.

    Management Horizons serves various clients in retail, wholesale and
consumer goods distribution throughout North America and around the
world through offices in Columbus, Ohio; Dallas; Los Angeles; New York,
and Other Price Waterhouse offices worldwide.  Management Horizons is
the consulting division of the Price Waterhouse Retail Industry
Practice, which combines the firm's audit, tax and business advisory
services for a broad range of retail and consumer product clients.

    For information, contact Management Horizons, 1177 Sixth Avenue, New
York, NY 10036, or call (212) 596-8600, or fax (2120 596-8970.

                                   9
<PAGE>

               LIST OF RECENT BANKRUPTCIES AND STORE CLOSINGS
               ----------------------------------------------

CALDOR, the nation's fourth largest retailer, filed for Chapter 11
bankruptcy protection, blaming weak sales caused by fierce competition.

BRADLEES, with 136 stores, filed for Chapter 11 bankruptcy protection.

JAMESWAY CORP, with 90 discount department stores, filed for Chapter 11
bankruptcy protection.

RICKEL HOMES CENTERS INC., filed for Chapter 11 bankruptcy protection.

MERRY-GO-ROUND ENTERPRISES filed for Chapter 11 and said it will close
575 stores.

EDISON BROTHERS STORES, owner of J. Riggings, Oaktree, Precis, Repp Ltd.,
Bakers shoe stores and Webster, filed for Chapter 11 bankruptcy.
The company said it will close 500 of the 2,600 stores by the end of
January.

PETRIE RETAIL, operating Marianne, Stuarts, G&G, Jean Nicole, filed for
Chapter 11 bankruptcy protection.

BARNEY'S - Chapter 11 bankruptcy

TODAY'S MAN - Chapter 11 bankruptcy

HERMANS SPORTING GOODS - Chapter 11 bankruptcy

KIDDIE CITY - Chapter 11 bankruptcy

AMES DEPARTMENT STORES will close 17 money-losing stores in three
states, and cut almost 1,100 jobs.  Ames recently emerged from
bankruptcy.

CHARMING SHOPPES INC. announced it will close 290 Fashion Bug and
Fashion Bug Plus stores.

MELVILLE CORP. agreed to sell its 495-store Marshall's discount clothing
chain to TJX Inc., the owner of TJ Maxx.

BROADWAY STORES was acquired by FEDERATED DEPARTMENT STORES.

K-MART said it will sell its remaining interest in THE SPORTS AUTHORITY
after selling subsidiaries OFFICE MAX INC. and BORDERS GROUP INC.

WOODWARD & LOTHROP, owner of the JOHN WANAMAKER chain, was bought by
J.C. PENNEY and MAY DEPARTMENT STORES, owner of Hecht's.



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