<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE BOMBAY COMPANY, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
- - --------------------------------------------------------------------------------
(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:
- - --------------------------------------------------------------------------------
/ / 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:
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<PAGE> 2
THE BOMBAY COMPANY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 1, 1995
To the Shareholders:
On January 12, 1995, the Board of Directors approved the change of the
Company's fiscal year end to the Saturday closest to the end of January of each
year. This Notice of Annual Meeting and Proxy Statement covers the seven (7)
month period ended January 28, 1995. The Annual Meeting of Shareholders for
this modified fiscal year will be held at the Dorothea Leonhardt Lecture Hall
at the Botanic Garden Center Complex, 3220 Botanic Garden Blvd., Fort Worth,
Texas, on June 1, 1995 at 9:00 a.m. (C.D.T.) for the following purposes:
1. To elect three directors in Class A to serve for three-year
terms expiring in 1998, or until their successors are elected and
qualified; and
2. To transact such other business as may properly come before
the meeting or any adjournment(s) thereof.
By resolution of the Board of Directors, only shareholders of record
as of the close of business on April 3, 1995 are entitled to notice of, and to
vote at, the Annual Meeting. The transfer books will not be closed. The
Report to Shareholders, July 4, 1994 to January 28, 1995, (hereinafter referred
to as "Annual Report") of the Company, including financial statements for the
period ended January 28, 1995, has been mailed to all shareholders.
By Order of the Board of Directors
MICHAEL J. VEITENHEIMER
Vice President, Secretary
and General Counsel
Fort Worth, Texas
April 14, 1995
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
THE BOMBAY COMPANY, INC.
550 Bailey Avenue
Fort Worth, Texas 76107
(817) 347-8200
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 1, 1995
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying Proxy, first mailed to shareholders on April 14,
1995, is solicited by the Board of Directors of The Bombay Company, Inc. (the
"Company") for use at the annual meeting of shareholders for the seven month
period July 4, 1994 through January 28, 1995, which meeting is to be held on
June 1, 1995, (the "Annual Meeting") or at any adjournment(s) thereof. Giving
the Proxy will not in any way affect a shareholder's right to attend the Annual
Meeting and to vote in person. A Proxy may be revoked at any time before it is
exercised by requesting its return in writing to the Secretary at the office of
the Company prior to or at the Annual Meeting, by the attendance and voting by
a shareholder at the Annual Meeting or by the execution and delivery to the
Company of a proxy dated subsequent to a prior proxy.
A Proxy in the accompanying form which is properly signed, dated,
returned and not revoked will be voted in accordance with the instructions
contained therein. Unless authority to vote for the election of directors (or
for any one or more nominees) is withheld, proxies will be voted for the slate
of three directors proposed by the Board, and, if no contrary instructions are
given, proxies will be voted for approval of any remaining item on the Proxy.
Discretionary authority is provided in the Proxy as to any matters not
specifically referred to therein. Management is not aware of any other matters
which are likely to be brought before the Annual Meeting. However, if any such
matters are properly raised, it is understood that the Proxy holder or holders
are fully authorized to vote thereon in accordance with his or their judgment
and discretion.
The cost of soliciting proxies in the accompanying form has been, or
will be, paid by the Company. In addition to the solicitation of proxies by
use of the mails, certain officers and regular employees (who will receive no
compensation therefore in addition to their regular salaries) may be used to
solicit proxies personally and by telephone. In addition, banks, brokers and
other custodians, nominees and fiduciaries will be requested to forward copies
of the Proxy material to their principals and to request authority for the
execution of proxies. The Company will reimburse such persons for their
expenses in so doing. To the extent necessary in order to assure sufficient
representation, a commercial proxy solicitation firm may be engaged to assist
in the solicitation of proxies. Whether such a measure will be necessary
depends entirely upon how promptly proxies are received. No outside proxy
solicitation firm has been selected or employed with respect to the Annual
Meeting as of the date of this Proxy Statement, and the costs of any such
services cannot be estimated at this time.
<PAGE> 4
CHANGE IN FISCAL YEAR
On January 12, 1995, the Board of Directors changed the Company's
fiscal year end from the Sunday closest to June 30 to the Saturday closest to
January 31 of each year, effective January 28, 1995. In connection with the
change in fiscal year end, the Board of Directors has scheduled the Annual
Meeting covering the seven month period ended January 28, 1995 to be held June
1, 1995. It is expected that subsequent annual meetings will be held during
the month of May following each fiscal year end.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on April 3,
1995 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting. As of the record date for the
Annual Meeting, there were outstanding 37,016,927 shares of Common Stock. Each
holder of Common Stock is entitled to one vote for each share held by such
person. All share numbers contained in this Proxy Statement have been adjusted
for all stock splits unless otherwise noted.
SECURITY OWNERSHIP
PRINCIPAL SHAREHOLDERS
The following table sets forth information based upon the records of
the Company and filings with the Securities and Exchange Commission as of April
3, 1995, with respect to each person known to be the beneficial owner of more
than five percent (5%) of any class of the Company's voting securities.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP(1) OF CLASS
-------------- -------------------- ----------------------- --------
<S> <C> <C> <C>
Common Stock The Equitable Companies Incorporated, 3,858,055 shares (2) 10.5%
Alpha Assurances I.A.R.D., Mutuelle,
Alpha Assurances Vie Mutuelle, AXA
Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, and Uni
Europe Assurances Mutuelle and AXA
787 Seventh Avenue
New York, New York 10019
Common Stock State of Wisconsin Investment Board 2,397,000 shares (3) 6.55%
P.O. Box 7842
Madison, WI 53707
- - -----------
</TABLE>
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or
(ii) the investment power with respect thereto, including the power to
dispose or direct the disposition of such shares. In addition, a person
is deemed to beneficially own any shares of which such person has the
right to acquire beneficial ownership within 60 days.
(2) The Equitable Companies Incorporated, on behalf of Equitable and the five
named mutual funds, filed with the Securities and Exchange Commission a
Schedule 13G dated February 10, 1995, reporting ownership of 3,858,055
shares of Common Stock as of December 31, 1994.
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<PAGE> 5
(3) The State of Wisconsin Investment Board filed with the Securities and
Exchange Commission a Schedule 13G dated February 13, 1995, reporting
ownership of 2,397,000 shares of Common Stock as of December 31, 1994.
SECURITIES OWNED BY MANAGEMENT
The table below sets forth as of April 3, 1995 the numbers of shares of
Common Stock beneficially owned by each of the directors of the Company, each
executive officer or former executive officer named in the Summary Compensation
Table and all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
TITLE OF AMOUNT AND NATURE PERCENT OF
CLASS NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) CLASS
----- ------------------------ -------------------------- -----
<S> <C> <C> <C>
Common Stock Barbara Bass 41,124 (2) *
Common Stock Edmund H. Damon 46,936 (3) *
Common Stock Michael L. Glazer 120,834 (4) *
Common Stock William S. Goodlatte 6,465 (5) *
Common Stock James E. Herlihy 190,081 (6) *
Common Stock Robert S. Jackson 25,085 (7) *
Common Stock A. Roy Megarry 2,500 (8) *
Common Stock Clayton E. Niles 75,374 (9) *
Common Stock Alexandra M.T. Nourse 1,377,684(10) 3.7
Common Stock Robert E.M. Nourse 1,377,684(10) 3.7
Common Stock Robert E. Runice 23,062(11) *
Common Stock Carson R. Thompson 620,348(12) 1.7
Common Stock Jesse L. Upchurch 763,324(13) 2.1
Common Stock Michael J. Veitenheimer 133,318(14) *
Common Stock Shirley Young 22,700(15) *
Common Stock All present executive officers 3,409,336(16) 9.0
and directors as a group
____________ (16 persons)
</TABLE>
*Less than one percent (1%)
(1) Directors and executive officers have sole voting and investment powers
of the shares shown unless otherwise indicated below. Includes shares
which may be acquired by the exercise of options within sixty days after
April 3, 1995.
(2) Includes 14,624 shares which may be acquired upon exercise of options.
Ms. Bass disclaims beneficial ownership of 20,000 shares listed above
which are owned by her spouse.
(3) Includes 34,874 shares which may be acquired upon exercise of options.
Mr. Damon disclaims beneficial ownership of 6,157 shares listed above
which are owned by his spouse and a trust for the benefit of his
children.
(4) Mr. Glazer's employment with the Company ended January 4, 1995. His
share ownership is not reflected in the total for officers and directors.
(5) Includes 1,500 shares which may be acquired upon exercise of options.
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<PAGE> 6
(6) Includes 156,936 shares which may be acquired upon exercise of options.
Mr. Herlihy disclaims beneficial ownership of 1,405 shares listed above
which are owned by his spouse.
(7) Includes 14,623 shares which may be acquired upon exercise of options.
(8) Mr. Megarry disclaims beneficial ownership of 2,500 shares listed above
which are owned by his spouse.
(9) Includes 4,500 shares which may be acquired upon exercise of options.
(10) Alexandra M.T. Nourse and Robert E.M. Nourse are married and are the
Executive Vice President, and President and Chief Executive Officer of
the Company, respectively. In the table above, the 1,377,684 shares
beneficially owned by Alexandra M.T. Nourse and Robert E.M. Nourse are
reflected as being beneficially owned by each of them; therefore, the
number of shares and percentage of the class reflected for each should
not be added in determining the actual number of shares or percentage
owned by both of them. Although included in the total number of shares
above, each disclaims beneficial ownership of shares owned and options
exercisable by the other. Ms. Nourse owns directly 333,773 shares and
has options exercisable within 60 days covering 194,599 shares. Mr.
Nourse owns directly 415,395 shares and has options exercisable within 60
days covering 268,917 shares. The Nourses also hold beneficial ownership
of 165,000 shares held by a family limited partnership.
(11) Includes 9,562 shares which may be acquired upon exercise of options.
(12) Includes 4,500 shares which may be acquired upon exercise of options.
(13) Includes 34,874 shares which may be acquired upon exercise of options.
Mr. Upchurch disclaims beneficial ownership of 354,642 shares listed
above which are owned by the estate of his spouse.
(14) Includes 21,650 shares which may be acquired upon exercise of options.
(15) Includes 2,700 shares which may be acquired upon exercise of options.
(16) Includes 797,042 shares which may be acquired upon exercise of options
held by executive officers and directors.
ELECTION OF DIRECTORS
(ITEM 1)
The Certificate of Incorporation of the Company provides that the members
of The Bombay Company, Inc. Board of Directors shall be divided into three
classes, as nearly equal in number as possible, each of which is to serve for
three years, with one class being elected each year. The terms of office of
the directors in Class A expire with this Annual Meeting.
On October 13, 1994, the Executive Committee of the Board of
Directors, which recommends new potential directors, nominated Mr. A. Roy
Megarry for a position on the Board. Pursuant to the Company's Certificate of
Incorporation and Bylaws, the Board of Directors elected Mr. Megarry as a Class
A director, with a term expiring at this Annual Meeting. Mr. Megarry is one of
the directors nominated for election in this proxy statement for a new three
year term. Mr. Jesse L. Upchurch is retiring from the Board effective June 1,
1995, having served as a director for fourteen (14) years.
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<PAGE> 7
To be elected as a director, each nominee must receive the favorable vote
of a plurality of the shares represented and entitled to be voted at the Annual
Meeting. The persons named in the enclosed form of Proxy, unless otherwise
directed, intend to vote such Proxy FOR the election of the nominees named
below as directors for the term specified. If any nominee becomes unavailable
for any reason, the persons named in the form of Proxy are expected to consult
with management in voting the shares represented by them. Management has no
reason to doubt the availability of any of the nominees to serve and no reason
to believe that any of the nominees will be unavailable or unwilling to serve
if elected to office. To the knowledge of management, the nominees intend to
serve the term for which election is sought. Cumulative voting is not
permitted by the Certificate of Incorporation.
The Board of Directors has nominated three persons for election as
directors in Class A at this Annual Meeting to serve for three-year terms
expiring in 1998, or until their successors are elected and qualified. All
nominees are currently serving as directors and have consented to serve for the
new terms.
PRESENT DIRECTORS WHO ARE NOMINATED FOR RE-ELECTION
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
DIRECTOR'S NAME AGE OCCUPATION SINCE EXPIRE
--------------- --- ---------- ----- ------
<S> <C> <C> <C> <C>
Barbara Bass 44 Private Investor 1993 1998
Robert S. Jackson 49 Former President and Chief Executive 1991 1998
Officer, USPCI, Inc.
A. Roy Megarry 58 Chairman, The Globe and Mail and 1994 1998
Consultant to Thompson Newspapers
</TABLE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
DIRECTOR'S NAME AGE OCCUPATION SINCE EXPIRE
--------------- --- ---------- ----- ------
<S> <C> <C> <C> <C>
Edmund H. Damon 65 Private Investor and former President and 1984 1997
Chief Executive Officer, Pantasote, Inc.
Clayton E. Niles 68 Private Investor 1982 1996
Robert E. M. Nourse 56 President and Chief Executive 1990 1997
Officer of the Company
Robert E. Runice 65 Retired Vice President and President, 1985 1997
Commercial Development Division,
US West, Inc.
Carson R. Thompson 56 Chairman of the Board of the Company; 1978 1996
Chairman of the Board, President & Chief
Executive Officer, The CRT Group, Inc.
Shirley Young 59 Vice President Consumer Marketing 1994 1996
Development, General Motors Corporation
</TABLE>
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<PAGE> 8
Additional information regarding the three nominees for election as
directors and the continuing directors of the Company is as follows:
NOMINEES
Ms. Barbara Bass has been a director of the Company since February 17,
1993. She previously served as President and Chief Executive Officer of the
Emporium Weinstock division of Carter Hawley Hale Stores, Inc., a department
store chain, from 1989 to 1992. During 1987 and 1988, Ms. Bass served as
Chairman of the Board and Chief Executive Officer of I. Magnum, a division of
Federated Department Stores. Prior thereto, from 1980 until 1987, Ms. Bass was
employed by Bloomingdales, a division of Federated Department Stores, serving
as Executive Vice President from 1985 until 1987, Senior Vice President from
1983 until 1985, Merchandising Vice President from 1981 until 1983 and
Operating Vice President during 1980 and 1981. Prior to joining Bloomingdales,
Ms. Bass spent eight years in fashion retailing at Macy's California and
Burdine's. Ms. Bass also serves on the Board of Directors of DFS Group Ltd.
and DFS Holdings Ltd.
Robert S. Jackson served as President and Chief Executive Officer of
USPCI, Inc., a waste management subsidiary of Union Pacific Corporation from
May 1991 until December 1994. From December 1981 until May 1991, Mr. Jackson
was employed by Union Pacific Resources, the oil and gas and hard minerals
subsidiary of Union Pacific Corporation, serving as its Vice President of
Finance and Administration from 1984 until 1988 and as its Executive Vice
President and Chief Financial Officer from 1988 until 1991.
A. Roy Megarry was elected to the Board on October 13, 1994. Since 1993,
he has served as Chairman of The Globe and Mail, a major Canadian newspaper
headquartered in Uxbridge, Ontario, and as a consultant to Thompson Newspapers.
Prior thereto, from 1978 to 1992, Mr. Megarry served as Publisher and Chief
Executive Officer of The Globe and Mail newspaper. Mr. Megarry also serves on
the Board of Directors of Hewlett-Packard (Canada) Ltd.
CONTINUING DIRECTORS
Edmund H. Damon is a private investor after having served as President
and Chief Executive Officer of Pantasote, Inc. from January 1, 1986 to
September 22, 1989, and as President and Chief Operating Officer from May 1983
through December 1985. Mr. Damon served as Vice President of Mainstream
Access, Inc. from September 1982 to May 1983, and as Vice President and a
member of the Management Committee of The Singer Co. for more than three years
prior to September 1982. Mr. Damon also serves on the Board of Directors of
Newflo Corporation.
Clayton E. Niles has become a private investor since his retirement on
May 1, 1986, as Chairman of the Board of Communications Industries, Inc., a
position held since January 1, 1980. Communications Industries, Inc., acquired
by Pacific Telesis Group, is a supplier of mobile telephone services. Mr.
Niles served as Chief Executive Officer of Communications Industries, Inc. from
January 1, 1976 until July 1, 1982, and thereafter re-assumed the office of
President and Chief Executive Officer from July 1, 1983 until July 1, 1985.
Mr. Niles also serves as Chairman of the Board of Tandy Brands Accessories,
Inc.
Robert E. M. Nourse has served as President and Chief Executive Officer
of the Company since July 1, 1991. Prior thereto, Mr. Nourse served as
President and Chief Operating Officer since June 20, 1990, and as Executive
Vice President since 1986. He also acted as President of the Company's
specialty retail division, The Bombay Company, until June 30, 1991, a position
to which he was first appointed
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<PAGE> 9
in February 1984. From January 1980 to February 1984, Mr. Nourse was President
of The Bombay Furniture Company of Canada Inc., and was the majority
shareholder of that company until its acquisition as a wholly-owned subsidiary
of the Company in August 1981.
Robert E. Runice is a private investor and business consultant. He has
been associated with the telecommunication industry for over forty years and
from 1983 to 1991 was a Vice President of US West, Inc. and President,
Commercial Development Division of US West, Inc. US West, Inc. is a
telecommunications service corporation headquartered in Englewood, Colorado.
Mr. Runice also serves on the Boards of Directors of Tandy Brands Accessories,
Inc. and Utilx, Inc.
Carson R. Thompson continues to serve as Chairman of the Board of the
Company, a position held since November 1982. Mr. Thompson retired on June 30,
1991 after having served as Chief Executive Officer since July 1, 1982, and as
President from July 1, 1982 to June 20, 1990. Prior thereto, Mr. Thompson
served as President of Tex Tan Welhausen Co., a division of the Company, from
1974 until elected Vice President of the Company in May 1978 and thereafter
elected Executive Vice President in September 1980. Mr. Thompson served as
President and Chief Operating Officer of the Company from August 1981 to July
1982. Since his retirement, Mr. Thompson has acted as Chairman of the Board,
President and Chief Executive Officer of The CRT Group, Inc., engaged in the
business of software consulting, software development and executive search for
information systems professionals.
Shirley Young was elected to the Board of Directors on May 11, 1994. Ms.
Young has served as Vice President, Consumer Market Development for General
Motors Corporation since June 1, 1988, and for the previous five years was a
Marketing Consultant to General Motors. Prior thereto, Ms. Young spent over 25
years at Grey Advertising holding various positions including Executive Vice
President, a member of the Agency Policy Council and, in 1983, became President
of Grey Strategic Marketing. Ms. Young also serves on the Boards of Directors
of Promus Corporation and Bell Atlantic Corporation and is a Consultant
Director of the Dayton Hudson Corporation.
MEETINGS AND COMMITTEES OF THE BOARD
For the fiscal period ended January 28, 1995, the Board of Directors met
three times. No director who served the entire fiscal period attended less
than seventy-five percent (75%) of the meetings. The Board has three standing
Committees, described below. Committee appointments are reviewed by the Board
at its meeting following each annual meeting of shareholders.
The Board of Directors has an Audit and Finance Committee currently
composed of the following directors: Clayton E. Niles (Chairman), Robert S.
Jackson, Barbara Bass and A. Roy Megarry. The Audit and Finance Committee is
primarily concerned with the effectiveness of the Company's accounting policies
and practices, financial reporting, and internal controls. Specifically, the
Committee reviews and approves the scope of the annual examination of the books
and records of the Company and reviews the findings and recommendations of the
outside auditors on completion of the audit; considers the organization, scope
and adequacy of the Company's internal controls function; monitors the extent
to which the Company has implemented changes recommended by the independent
auditors to the Committee; and provides oversight with respect to accounting
principles employed in the Company's financial reporting. The Committee,
comprised entirely of non-employee directors, met twice during the fiscal
period ended January 28, 1995.
The Board of Directors has a Compensation and Human Resources Committee
currently composed of the following directors: Robert E. Runice (Chairman),
Edmund H. Damon and Shirley Young. The Compensation and Human Resources
Committee is primarily concerned with the Company's organization,
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<PAGE> 10
salary and non-salary compensation and benefit programs, succession planning
and related human resources matters. The Committee also recommends to the
Board of Directors annual salaries, bonus programs and administers certain
retirement, stock option and other plans covering executive officers. The
Committee, comprised entirely of non-employee directors, met twice during the
fiscal period ended January 28, 1995.
The Board of Directors has an Executive Committee currently composed of
the following directors: Edmund H. Damon (Chairman), Clayton E. Niles, Robert
E.M. Nourse, Robert E. Runice and Carson R. Thompson. The Executive Committee
is primarily concerned with the Company's strategic planning and also has the
responsibility for director affairs, including the recommendation of nominees
for new or vacant Board positions. The Committee will consider persons brought
to its attention by shareholders. The names of the proposed nominees should be
sent to the President of the Company at the address shown on the cover of this
Proxy Statement. The Committee did not meet during the fiscal period ended
January 28, 1995.
COMPENSATION OF DIRECTORS
A. Cash Compensation. A director who is an employee of the Company is
not compensated for service as a member of the Board of Directors or any
committee of the Board. For the fiscal period ended January 28, 1995,
non-employee directors received cash compensation (prorated for the shortened
year) consisting of an annual retainer of $17,500, and an $1,000 fee for each
Board meeting and each committee meeting attended. Committee chairmen received
an additional annual retainer (also prorated) of $3,500 for committee work.
Carson R. Thompson was paid a prorated annual retainer of $35,000 for serving
as Chairman of the Board. The Company also reimburses its directors for
travel, lodging and related expenses incurred in attending Board and committee
meetings, and provides each director with travel accident and directors' and
officers' liability insurance.
B. Director Stock Option Plan. The 1991 Director Stock Option Plan (the
"Director Plan") was adopted by the Board of Directors on August 14, 1991 and
approved by the Company's shareholders on November 12, 1991. The Director Plan
provides for the granting of non-qualified stock options to members of the
Board of Directors who are not employees of the Company or any of its
subsidiaries (the "Non-Employee Directors"). The Director Plan is designed to
promote the interests of the Company by providing an increased opportunity for
existing and potential new directors to acquire an investment in the Company,
thereby maintaining and strengthening their desire to remain with or join the
Company's Board of Directors and align their interests and efforts with those
of the shareholders.
As amended in 1993 and adjusted by the Company's three-for-two stock
split paid December 31, 1993, the Director Plan provides for an initial grant
of an option to purchase the lesser of 2,250 shares or that number of shares
equal to $75,000 at face value to each Non-Employee Director upon the date of
his or her election or appointment (the "Initial Option"); and an annual grant
of an option to purchase the same number of shares of Common Stock on the third
business day after the Company issues its press release summarizing the
Company's performance for the prior fiscal year (the "Annual Option"). On
October 13, 1994 the Company's new director, Mr. A. Roy Megarry, was granted an
Initial Option covering 2,250 shares.
The exercise price of the options under the Director Plan is equal to the
closing price of the Company's Common Stock on the date of grant. The Initial
Option becomes exercisable at the rate of twenty percent (20%) per year
commencing one year after the date of grant, except that past service for
directors in office on the date of the adoption of the Director Plan counts
towards full vesting of the options. Each Annual Option grant is exercisable
in full, six months following the date of grant.
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<PAGE> 11
Payment for shares upon exercise shall be in cash. Options become fully
exercisable upon the death or disability of an optionee or upon an optionee
ceasing to be a director of the Company, provided the director has served at
least five years on the Board and in the event of a change in control of the
Company, as defined in the Director Plan. Prior to February 17, 1994, the
Director Plan provided that all options expired three months from the date the
optionee terminated his or her performance of services for the Company except
in the cases of death or disability. On February 17, 1994, the Board approved
an amendment to the Director Plan, subsequently approved by shareholders, which
extended the exercise period from three months to thirty-six months upon death,
disability or a director's retirement from the Board, provided such departing
director has at least ten years of service or if such retirement is due to the
Company's mandatory retirement age for directors.
C. Director Stock Deferral Plan. The 1993 Stock Deferral Plan for
Non-Employee Directors (the "Director Deferral Plan") was adopted by the Board
of Directors on June 24, 1993 and approved by shareholders on October 13, 1993.
Under the Director Deferral Plan, non-employee directors are given an election
to defer the receipt of annual and Committee chair retainers, which are then
credited in stock units equivalent to Common Stock and held by the Company in
an account for the benefit of each participating director. The stock units,
which at all times are fully vested, become payable in the form of Common Stock
upon retirement from the Board or otherwise as specified in the director's
election notice. The stock units are adjusted for stock dividends, stock
splits, combinations, reclassifications, recapitalizations or other capital
adjustments. In the event of a change in control, as defined in the Director
Deferral Plan, all units are immediately payable.
The Board of Directors may terminate, suspend or amend the Director
Deferral Plan, provided that certain material amendments must be submitted for
shareholder approval to the extent necessary for the Director Deferral Plan to
satisfy the requirements of the exemption from the short-swing profits rules
under Section 16 of the Securities Exchange Act of 1934, as amended.
D. Director Stock Ownership Guidelines. On June 24, 1993, the Board of
Directors approved stock ownership guidelines for the Company's non-employee
directors. The guidelines provide that each outside director is expected to
achieve a stock ownership position equal to five times annual cash compensation
no later than the completion of such director's fifth year of service on the
Board. For purposes of the guidelines, annual cash compensation is defined as
the annual retainer plus meeting fees, assuming attendance at four Board
meetings and three Committee meetings. Stock beneficially owned by the
directors and stock units held pursuant to the Director Deferral Plan shall
count toward the satisfaction of the guidelines, but stock options, even if
vested, shall not be considered owned for such purposes.
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<PAGE> 12
EXECUTIVE OFFICERS OF THE COMPANY
CURRENT EXECUTIVE OFFICERS
The executive officers of the Company, their respective ages, positions
held and tenure as officers are as follows:
<TABLE>
<CAPTION>
OFFICER OF
POSITION(S) HELD THE COMPANY
NAME AGE WITH THE COMPANY SINCE
---- --- ---------------- ---------------
<S> <C> <C> <C>
Robert E.M. Nourse 56 President and Chief Executive 1986
Officer
James E. Herlihy 52 Executive Vice President and 1991
Chief Financial Officer
Alexandra M.T. Nourse 52 Executive Vice President, Marketing 1990
William S. Goodlatte 52 Vice President, Human Resources 1993
Michael J. Veitenheimer 38 Vice President, Secretary 1985
and General Counsel
George W. Wehlitz, Jr. 34 Treasurer 1992
</TABLE>
BUSINESS EXPERIENCE
Information concerning the business experience of Mr. Nourse is provided
under the section entitled "Election of Directors."
Mr. James E. Herlihy has served as Executive Vice President and Chief
Financial Officer since March 16, 1995, as Executive Vice President, Treasurer
and Chief Financial Officer of the Company since June 29, 1992 and as Vice
President, Treasurer and Chief Financial Officer since July 15, 1991. From
October 1988 until April 1991, Mr. Herlihy was Senior Vice President and Chief
Financial Officer and a member of the Board of Directors of the S.E. Nichols
Company, Inc., a regional discount department store chain which was converted
into a deep discount drug and general merchandise retail store chain. From
June 1987 until September 1988, he was Executive Vice President of The Odd Lot
Trading Company, Inc., a chain of closeout retail stores. Prior thereto, from
1981 until 1986, Mr. Herlihy served as Vice President and Controller, and later
as Senior Vice President, Chief Financial Officer and a member of the Board of
Directors of The Grand Union Company, a food retail chain based in the
Northeastern United States.
Ms. Alexandra M.T. Nourse has served as Executive Vice President of the
Company since June 19, 1991, after previously being elected Vice President of
Marketing on June 20, 1990. Ms. Nourse also served as Executive Vice President
of The Bombay Company division, a position to which she was appointed in 1987.
Prior thereto, Ms. Nourse was Vice President of The Bombay Company division
from 1984 to 1987 and Vice President of The Bombay Furniture Company of Canada
Inc. from 1983 to 1984.
10
<PAGE> 13
Mr. William S. Goodlatte was named Vice President, Human Resources of the
Company effective September 27, 1993. Prior to joining The Bombay Company,
Inc., Mr. Goodlatte was Vice President, Human Resources for Hanover Direct, a
specialty catalog retailer based in New Jersey. He was the Senior Vice
President of Human Resources at Jordan Marsh, the department store chain
headquartered in Boston, Massachusetts from 1981 to 1990 and prior to that had
spent eleven years with Sears Roebuck and Company as the New York Group
Personnel Manager.
Mr. Michael J. Veitenheimer was named Vice President effective August 4,
1994 and has served as Secretary of the Company since July l, 1985, and General
Counsel since December 1983. From 1983 to 1985, he was Assistant Secretary of
the Company. Prior thereto, Mr. Veitenheimer was in private practice of law in
Fort Worth, Texas.
Mr. George W. Wehlitz, Jr. was named Treasurer effective March 16, 1995
after having served as Assistant Treasurer since June 29, 1992 and as Corporate
Controller since July 1990. Prior thereto, Mr. Wehlitz acted as Controller of
The Bombay Company division from July 1989 to June 1990 and as Assistant
Controller from March 1987 to June 1989. Mr. Wehlitz is a Certified Public
Accountant.
TERMS OF OFFICE; RELATIONSHIPS
The officers of the Company are elected annually by the Board of
Directors at a meeting held immediately following each Annual Meeting of
Shareholders, or as soon thereafter as necessary and convenient in order to
fill vacancies or newly created offices. Each officer holds office until his
or her successor is duly elected and qualified or until his or her death,
resignation or removal, if earlier. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Company will be served thereby, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.
There are no family relationships among the executive officers, except
that Mr. Robert Nourse and Ms. Alexandra Nourse are married. There are no
arrangements or understandings between any officer and any other person
pursuant to which that officer was selected.
11
<PAGE> 14
EXECUTIVE COMPENSATION
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT
The Compensation and Human Resources Committee of the Board of Directors
(the "Committee") is responsible for reviewing and approving the Company's
compensation policies and the compensation paid to executive officers. The
Committee consists of four independent, non-employee directors.
Compensation Philosophy. The Company's long-standing compensation
philosophy is one of heavily emphasizing performance-based compensation
incentives which create a strong focus on growth in earnings per share and the
enhancement of shareholder value. This focus is maintained through a program
of moderate base salaries, a highly leveraged bonus program based on
successfully achieving predetermined financial performance goals and a heavy
emphasis on executive equity ownership. These compensation elements address
both short-term and long-term performance goals and serve as the primary
vehicles to attract and retain executives with abilities to further the growth
and success of the Company. Recognizing the skills necessary to manage a
rapidly growing concern, total annual compensation (base salary plus target
bonus) is targeted at the 75th percentile of comparable positions in other
retailing companies of comparable size, i.e., the Comparative Group referred to
below.
The Company has elected to use the Standard & Poors Retail Stores
Composite Index to compare the performance of the Company to that of a broad
index of other retailers for purposes of the Shareholders' Total Return Graph
presented elsewhere in this Proxy Statement. However, in reviewing
compensation issues, the Committee focused on a narrower, more analogous group
of retailers (the "Comparative Group"), along with national survey data. The
Comparative Group consists of 13 companies, the majority of which are not in
the Retail Stores Composite Index; Blockbuster Entertainment, CML Group,
Claire's Stores, Consolidated Stores, Dress Barn, Heilig-Meyers, Lechter's,
Office Depot, Pier 1 Imports, Williams-Sonoma, Natural Wonders, Bed Bath and
Beyond and Value Merchants. In the opinion of the Committee, these retailers
are a more representative sampling of comparable companies for purposes of
comparing CEO and executive officer compensation packages than the Standard &
Poors Retail Stores Composite Index, which is made up of substantially larger
companies.
Compensation Results. The Company's performance for the period ended
January 28, 1995 did not reach target levels of profitability, return on assets
and earnings per share as established in June 1994. Since the minimum
thresholds of these three compensation criteria were not achieved, the
executive officers were not paid bonuses for the fiscal period, except as noted
in the Summary Compensation Table. Further, the Committee and the Board
determined that the executive officers should not benefit from the change in
the date of the fiscal year end by commencing a new fiscal year compensation
plan and therefore, the executive officers will not receive base salary
adjustments or be eligible to receive any bonuses otherwise earned for the
first five (5) months of the new fiscal year which commenced January 29, 1995.
Base Salaries. The Committee reviews and approves salaries for the CEO
and the other executive officers on an annual basis, generally prior to the
beginning of the applicable fiscal year. Recommended base salaries are
reviewed and set based on information derived from the Comparative Group and
national surveys of compensation data, as well as evaluations of the individual
executives' positions and expected future performance. Generally, base
salaries are set at or below median levels of the Comparative Group. In making
salary decisions, the Committee exercises its discretion and judgment with no
specific formula being applied to determine salary levels. In the executive
officer group, salaries for the fiscal year commencing July 4, 1994 represented
approximately 50% of annual compensation with bonuses at target
12
<PAGE> 15
level, and reflected an average increase of 6.8% over the salary levels for the
prior fiscal year during which the Company achieved an earnings per share
growth in excess of 33%.
Annual Incentive Bonus. Annual incentive bonuses for executive officers
are designed to satisfy the Committee's belief that a significant portion of
the annual compensation of each executive officer should be contingent upon
Company performance. To carry out this philosophy, the Company implemented the
Executive Management Incentive Compensation Plan (the "Incentive Plan")
effective July 4, 1994. The Incentive Plan, approved by shareholders on
October 13, 1994, is a pay-for-performance plan intended to motivate and reward
executive officers by directly linking cash bonuses to specific corporate
financial targets relating to pre-tax profits, return on assets and growth in
earnings per share.
Under the Incentive Plan, bonus pools are created based upon
profitability and return on assets. The bonus pool based upon profitability is
derived by setting aside a fixed percentage of pre-tax profits, with the
percentage leveraged upward as the level of profitability substantially exceeds
the prior year. This leverage encourages management to achieve greater
profitability. The plan contains a profit threshold that must be met for the
payment of any bonus based on profitability. The bonus pool based upon return
on assets is derived by allocating a pre-set amount of bonus dollars for each
percentage increase in the calculated return on assets above an established
minimum. If the year-end return on assets is less than the minimum, no bonus
dollars for return on assets are payable. The return on assets bonus is also
leveraged such that the higher the return on assets percentage achieved, the
higher the bonus dollars paid. The profit percentage and return on assets
schedule related to the Incentive Plan are established by the Committee and
approved annually by the Board of Directors. Individual target bonuses are
determined based upon pre- established allocations of the aggregate bonus pool.
After bonuses for profitability and return on assets are calculated, the
bonus results are adjusted through the application of a "growth factor" based
upon earnings per share compared to the prior year. The growth factor
leverages the bonus program such that, with superior financial performance,
bonuses may be increased up to 50%, and if the minimum established earnings
threshold is not achieved, bonuses are reduced to 50% of the earned amounts.
In the opinion of the Board of Directors, this focus on growth in earnings per
share most closely aligns executive officers' perspectives with that of
shareholders and drives the enhancement of shareholder value.
Pursuant to the terms of the Incentive Plan, the financial objectives and
bonus results are based entirely on financial measures and discretion is not
used to modify bonus amounts. Further, bonus payments that exceed 200% of
target levels may, in the discretion of the Committee, be paid in Company
stock.
Stock Options/Equity Ownership. The Company's compensation program is
also intended to create long-term incentives for executives to act in ways that
will create long-term growth in shareholder value. During 1992, the Committee,
with the assistance of an outside compensation consultant, conducted a study to
determine competitive stock option positions for executive officers. Based on
this review, the Committee determined that the number of stock options held by
the Company's CEO and Executive Vice Presidents was less than competitive,
relative to the Comparative Group and national survey data. In order to
achieve a median long-term pay practice, both front loaded and premium priced
options were granted to such officers in 1992 with the expectation that no
additional options would be granted for the following two years. No option
grants were made to the CEO and Executive Vice Presidents during fiscal 1993 or
fiscal 1994, although grants were made to other officers. No options were
granted to any of the executive officers during the seven month period ended
January 28, 1995.
13
<PAGE> 16
Pursuant to the Company's 1986 Stock Option Plan, options are granted at
the discretion of the Committee, usually once per year. The number of option
shares covered by such grants are determined, based upon assessment of the
individuals' performance. The Committee considers the recommendation of and
relies on information provided by the CEO in determining the number of option
shares to be granted to the non-CEO executive officers. When granted, stock
options are issued with an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant. Options typically vest over a
five-year period (20% per year) and are not dependent on further performance
criteria. The Committee believes that the periodic grant of time-vested stock
options provides an incentive that focuses the executives' attention on
managing the business from the perspective of owners with an equity stake in
the Company. It further motivates executives to maximize long-term growth and
profitability because value is created in the options only as the Company's
stock price increases after the option is granted.
Consistent with the Committee's equity ownership philosophy, in fiscal
1993 stock ownership guidelines were implemented. Over a period of five years
following adoption of the guidelines, executive officers are expected to
accumulate and hold Company stock equal to the following values (excluding the
value of any unexercised stock options): Chief Executive Officer - five times
annual cash compensation (i.e., base salary and target annual bonus); Executive
Vice Presidents - four times annual cash compensation; and other corporate
officers - three times annual cash compensation. Executives have the
opportunity to acquire stock through several Company sponsored stock plans.
The Company's matching contribution under the 401(k) Savings Plan is paid
entirely in Common Stock. Under the Company's Stock Purchase Program
executives may contribute up to 10% of compensation, with a 50% matching
Company contribution, to the purchase of Common Stock. The Supplemental Stock
Program provides for the purchase of Common Stock with contributions which
exceed IRS limitations relating to the 401(k) Savings Plan and, at the
Committee's discretion, for a preset percentage of earned bonuses in excess of
200% of target levels. Additional stock ownership may be achieved through the
exercise of vested stock options or open market purchases. The Committee
reviews annually the status of each officer's position with respect to the
guidelines and is satisfied with the progress being made toward satisfaction of
the ownership standards.
CEO Compensation. The compensation of the Chief Executive Officer was
determined in the same general manner as for the other executive officers. His
base salary for the fiscal year which commenced July 4, 1994 was $300,000.
This base salary level was established with reference to, but well below the
median salary of the CEO position of the Comparative Group and represented an
increase of approximately 7% over the prior year. Mr. Nourse's projected total
compensation, based upon targeted levels of Company profitability, return on
assets and earnings per share growth was $615,000, equal to approximately the
75th percentile of comparable positions.
The Company's performance for the seven months ended January 28, 1995
fell below target levels of profitability, return on assets and earnings per
share. Since the profit, return on assets and earnings per share thresholds
were not achieved, Mr. Nourse was paid no bonus for the fiscal period.
Impact of Section 162(m) of the Internal Revenue Code. The Committee has
considered the potential impact of Section 162(m) of the Internal Revenue Code,
which imposes a $1 million limit per year on the corporation tax deduction for
compensation (including stock-based compensation such as stock options) paid
with respect to the top five executive officers of publicly-held corporations,
unless, in general, such compensation is performance-based and approved by
shareholders. It is the Company's present intention that all amounts paid to
its executives be fully deductible under the applicable tax laws. To maintain
this deductibility, the Committee adopted and the Board of Directors and
shareholders approved the Incentive Plan, which, along with the 1986 Stock
Option Plan, satisfy the requirements of Section 162(m).
14
<PAGE> 17
The Committee believes that the quality and motivation of management
makes a significant difference in the performance of the Company, and that a
compensation program which is tied to performance is in the best interests of
shareholders. The Committee is of the opinion that the Company's compensation
plans meet these important requirements.
Robert E. Runice, Chairman
Edmund H. Damon
Jesse L. Upchurch
Shirley Young
1990 - 1995 SHAREHOLDERS' TOTAL RETURN GRAPH
The following graph compares the Company's cumulative shareholder return
to the returns for all the companies in the S&P 500 Index and those companies
comprising the S&P Retail Stock Composite Index for the five year period ended
January 1995. The return values are based on an assumed investment of $100, as
of the close of business on the last day of January 1990, in the Company's
Common Stock and in each of the two comparator groups, with all dividends
treated as reinvested and each comparator group weighted by each component
company's market capitalization on the last day of January for each subsequent
year through January 1995.
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
1/90 1/91 1/92 1/93 1/94 1/95
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bombay $100.0 $70.0 $165.7 $396.6 $732.0 $237.3
- - -----------------------------------------------------------------------------------------------------------------------
S&P 500 $100.0 $108.4 $132.9 $147.0 $165.8 $166.7
- - -----------------------------------------------------------------------------------------------------------------------
S&P Retail Comp $100.0 $117.3 $163.9 $195.6 $188.7 $174.8
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 18
SUMMARY COMPENSATION TABLE
The Summary Compensation Table includes individual compensation
information on the Chief Executive Officer, the four other most highly paid
executive officers as of January 28, 1995 and a former executive officer who
would have been included in the table but for the fact that the individual was
not serving as an executive officer at the end of the last completed fiscal
year. For purposes of this table only, 1994(a) represents the seven month
fiscal year ended January 29, 1995. The other two fiscal years shown are the
full fiscal years ended July 3, 1994 and July 4, 1993.
<TABLE>
<CAPTION>
==========================================================================================================================
SUMMARY COMPENSATION TABLE
==========================================================================================================================
Long Term
Annual Compen-
Fiscal Compensation sation
Name and Year Other ______ All
Principal Position Annual Stock Other
Compen- Option Compen-
Salary Bonus sation(1) Awards(2) sation(3)
($) ($) ($) (Shares) ($)
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. M. Nourse, 1994(a) 173,077 0 - 0 23,02(3)
President and Chief 1994 280,000 709,297 - 0 126,055
Executive Officer 1993 265,000 810,445 - 0 139,079
- - --------------------------------------------------------------------------------------------------------------------------
James E. Herlihy, 1994(a) 89,423 0 - 0 12,48(3)
Executive Vice President, 1994 147,000 353,445 - 0 64,814
& Chief Financial Officer 1993 142,692 405,222 - 0 70,364
- - --------------------------------------------------------------------------------------------------------------------------
Alexandra M.T. Nourse, 1994(a) 124,039 0 - 0 16,88(3)
Executive Vice President 1994 205,000 493,006 - 0 89,643
1993 198,750 570,932 - 0 99,124
- - --------------------------------------------------------------------------------------------------------------------------
Michael J. Veitenheimer, 1994(a) 65,192 0 - 0 9,21(3)
Vice President & 1994 108,000 149,185 - 4,500 33,982
Secretary 1993 104,471 133,002 - 9,000 32,479
- - --------------------------------------------------------------------------------------------------------------------------
William S. Goodlatte, 1994(a)1 63,462 20,192 (5) - 0 9,06(3)
Vice President (4) 994 75,000 (4) 180,466 - 4,500 10,374
1993 N/A N/A - N/A N/A
- - --------------------------------------------------------------------------------------------------------------------------
Michael L. Glazer, 1994(a) 107,500 0 - 0 203,68(3)(6)
Former Executive Vice 1994 195,000 468,943 - 0 85,386
President 1993 183,462 534,262 - 0 103,733
==========================================================================================================================
</TABLE>
(1) "Other Annual Compensation" is intended to cover forms of annual
compensation not properly categorized as salary or bonus, including
perquisites. No named executive received such compensation or perquisites
which exceeded a threshold level for disclosure purposes.
(2) The amount of options granted have been adjusted to reflect all stock
splits during the applicable periods.
(3) The totals in this column reflect the aggregate value of the Company
contributions to each named executive under the Stock Purchase Program,
401(k) Savings Plan and Supplemental Stock Program, Executive Disability
Plan and life insurance. For fiscal period ended January 28, 1995, these
amounts were as follows: Robert E. M. Nourse: $8,654; $2,596; $10,385;
$723; and $665. James E. Herlihy: $4,471; $1,788; $4,918; $723; and $587.
Alexandra M.T. Nourse: $6,202; $1,861; $7,442; $723; and
16
<PAGE> 19
$655. Michael J. Veitenheimer: $3,260; $1,304; $3,586; $723; and $339.
William S. Goodlatte: $4,183; $3,764; $0; $723; and $399. Michael L.
Glazer: $5,375; $1,240; $6,822; $626; and $665.
(4) Mr. Goodlatte joined the Company on September 27, 1993 as Vice President,
Human Resources. Compensation for fiscal 1994 represents a partial fiscal
year.
(5) Reflects prorated guaranteed bonus for the fiscal year.
(6) Includes $188,952 representing salary and bonus continuation payments,
payments in lieu of benefits, vacation and outplacement allowance paid for
the covered fiscal year in accordance with Mr. Glazer's Executive Severance
and Non- Competition Agreement resulting from the termination of Mr.
Glazer's employment with the Company on January 4, 1995.
STOCK OPTION GRANTS
There were no stock option grants to the individuals named in the Summary
Compensation Table during the fiscal year ended January 28, 1995.
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the exercise of
options by the individuals named in the Summary Compensation Table during the
last fiscal year and the value of unexercised options held as of January 28,
1995.
<TABLE>
<CAPTION>
================================================================================================================
AGGREGATED OPTION EXERCISES IN FISCAL YEAR AND YEAR END OPTION VALUES
================================================================================================================
Value of
Number of Unexercised In-the-
Unexercised Money Options at
Value Realized Options at 1/28/95 1/28/95
Shares Acquired -------------- Exercisable/ ($) Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- --- ------------------ -------------------
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert E. M. Nourse 0 0 255,755 / 464,942 521,608 / 704,371
- - ----------------------------------------------------------------------------------------------------------------
James E. Herlihy 0 0 156,936 / 239,628 453,464 / 477,510
- - ----------------------------------------------------------------------------------------------------------------
Aagje M.T. Nourse 0 0 183,462 / 316,712 412,373 / 505,000
- - ----------------------------------------------------------------------------------------------------------------
William S. Goodlatte 0 0 1,500 / 10,500 0 / 0
- - ----------------------------------------------------------------------------------------------------------------
Michael J. Veitenheimer 0 0 16,307 / 32,561 60,444 / 74,256
- - ----------------------------------------------------------------------------------------------------------------
Michael L. Glazer (1) 0 0 531,563 / 0 1,080,615 / 0
================================================================================================================
</TABLE>
(1) Pursuant to Mr. Glazer's Executive Severance and Non-Competition Agreement
(described below), all options previously granted to Mr. Glazer vested as
of the termination date of his employment on January 4, 1995.
TERMINATION ARRANGEMENTS
On December 8, 1992, the Company entered into Executive Severance and
Non-Competition Agreements (the "Agreements") with Robert E. M. Nourse, Michael
L. Glazer, Alexandra M.T. Nourse
17
<PAGE> 20
and James E. Herlihy. The Agreements are intended to provide non-competition
protection to the Company for a two year period following termination of
employment and prohibit at any time the unauthorized disclosure or use of
trademarks, trade secrets or other proprietary information or property of the
Company other than in the service of the Company. In exchange, the officers
are entitled to certain severance benefits in the event of the termination of
employment including the payment of base salary and bonus prorated through the
date of termination. These Agreements have three year terms with automatic
annual one year extensions unless otherwise elected by the Company. In the
event the officer is terminated without cause or following an involuntary
reduction of his or her responsibilities, position or compensation, such
officer will be entitled to receive his or her base salary, projected bonus and
health benefits for up to a two year period following termination. Further,
the officer will be entitled to immediate vesting of all or a part of any stock
options granted to the officer more than 12 months prior to the termination
date. To the extent certain of such stock options are exercised during the
three months following termination of employment, the officer is also entitled
to receive stock appreciation rights that are exercisable for a 21 month period
thereafter for cash in an amount equal to the stock appreciation experienced
from the date of exercise of the underlying option to the date of exercise of
the stock appreciation right. The exercise of such stock appreciation rights,
or measures taken by the Company to offset the costs of the rights should an
exercise occur, would likely constitute an expense to the Company and a charge
to earnings in the period exercised.
On January 4, 1995, Mr. Michael L. Glazer's employment with the Company
terminated. Mr. Glazer's severance arrangement is governed by his Executive
Severance and Non-Competition Agreement dated December 8, 1992, disclosed
above. The amount paid pursuant to the Agreement for the fiscal year is
reflected in the Summary Compensation Table.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than ten percent
(10%) of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission and the
applicable national stock exchange. Executive officers, directors and
beneficial owners in excess of ten percent (10%) of the Company's Common Stock
are required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and beneficial owners in excess of ten
percent (10%) were complied with.
CERTAIN TRANSACTIONS
On September 27, 1993, the Company hired Mr. William S. Goodlatte as Vice
President, Human Resources. Incident to his employment and relocation from
Bernardsville, New Jersey, the Company agreed to provide Mr. Goodlatte a
secured bridge loan arrangement for the purchase of a residence in the Fort
Worth, Texas area. On June 10, 1994, the Company loaned Mr. Goodlatte
$180,000, which note was secured by a recorded lien against the Bernardsville
residence at an interest rate of six and one-half (6.5%) per annum. The note
and interest was paid in full on July 29, 1994.
On July 1, 1991, Mr. Carson R. Thompson retired from his position as Chief
Executive Officer of the Company. In connection therewith, the Company entered
into a five year non-compete and consulting
18
<PAGE> 21
agreement with Mr. Thompson, commencing July 1, 1991. Under the terms of the
consulting agreement, Mr. Thompson will be paid $75,000 per year in consulting
fees and an additional $25,000 (increased to $35,000 in fiscal 1994) per year
during such periods as he continues to serve as Chairman of the Board. In
addition, Mr. Thompson will be entitled to continued eligibility for health
care coverage under the Company's group medical plan and reimbursement for
travel and related business expenses incurred in connection with his activities
as a consultant for the Company.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as independent
accountants to audit the books, records and accounts of the Company for fiscal
year 1995. Price Waterhouse LLP has served as the Company's independent
accountants since 1975, and is, therefore, familiar with the affairs and
financial procedures of the Company. To the knowledge of management, neither
such firm nor any of its members has any direct or material indirect financial
interest in the Company nor any connection with the Company in any capacity
otherwise than as independent accountants.
Audit and audit related services performed by Price Waterhouse LLP during
the fiscal period ended January 28, 1995 included the audit of the financial
statements of the Company.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting on June 1, 1995 to answer questions and will be afforded an
opportunity to make any statement he wishes regarding the financial statements.
INFORMATION CONCERNING 1995 ANNUAL MEETING
The 1995 Annual Meeting of Shareholders is expected to be held on or about
May 30, 1996, with the mailing of Proxy materials for such Meeting to be made
on or about April 15, 1996. If a shareholder intends to submit a proper
proposal for presentation at the 1995 Annual Meeting, such proposal must be
received by the Company at its principal executive offices on or before
December 18, 1995, in order to be considered for inclusion in the Proxy
Statement and Proxy relating to such Meeting.
GENERAL
FORM 10-K
The Company will furnish without charge to each person whose Proxy is being
solicited, upon request of any such person, a copy of the Transition Report of
the Company on Form 10-K for the fiscal period ended January 28, 1995, as filed
with the Securities and Exchange Commission, including the financial statements
and schedules. Such report was filed with the Securities and Exchange
Commission on April 13, 1995. Requests for copies of such report should be
directed to Michael J. Veitenheimer, Vice President, Secretary and General
Counsel, The Bombay Company, Inc., 550 Bailey Avenue, Suite 700, Fort Worth,
Texas 76107.
19
<PAGE> 22
REPORT TO SHAREHOLDERS
The Report to Shareholders of the Company for the seven months ended
January 28, 1995 has been forwarded to all shareholders. The Report, which
includes audited financial statements, does not form any part of the material
for the solicitation of Proxies.
Please date, sign and return the enclosed Proxy at your earliest
convenience in the enclosed envelope. No postage is required for mailing in
the United States. A prompt return of your Proxy will be appreciated as it
will save the expense of further mailings.
By Order of the Board of Directors
MICHAEL J. VEITENHEIMER
Vice President, Secretary
and General Counsel
20
<PAGE> 23
THE BOMBAY COMPANY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned security holder of The Bombay Company, Inc., a Delaware
corporation, hereby appoints James E. Herlihy and Alexandra M.T. Nourse, and
each of them, with full power of substitution, to represent and to vote on
behalf of the undersigned all securities which the undersigned is entitled to
cast at the Annual Meeting of Shareholders scheduled to be held on Thursday,
June 1, 1995, at 9:00 A.M., local time, at the Botanic Garden Center Complex,
3220 Botanic Garden Boulevard, Fort Worth, Texas 76107, and at any adjournment
or adjournments thereof, hereby revoking all proxies heretofore given with
respect to such securities upon the matters described in the Notice of Annual
Meeting and Proxy Statement (receipt of which is hereby acknowledged), and upon
any other business that may properly come before such Annual Meeting.
The securities represented by this Proxy will be voted as specified on the
reverse side, but if no specification is made, the Proxies named above intend
to vote the securities at their discretion FOR the election of the nominees
listed in Proposal 1, and otherwise at the discretion of the Proxies.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
SEE REVERSE SIDE
<PAGE> 24
[X] Please mark
votes as in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
LISTED BELOW AS DIRECTORS.
1. To elect Class A Directors:
Nominees: Barbara Bass, Robert S. Jackson and A. Roy Megarry
FOR WITHHELD
[ ] [ ]
[ ] __________________________________________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. In their discretion upon such other matters as may properly come before the
meeting.
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. (Only one signature is required in the case of securities
registered in the name of two or more persons.)
Signature: ______________________________________ Date ________________________
Signature: ______________________________________ Date ________________________
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE, SIGN AND RETURN ALL CARDS
IN THE ACCOMPANYING ENVELOPE.
