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 / /Confidential, For Use of the Commission Only
/X/ Definitive proxy statement [as Permitted by rule14a-6(e)(2)]
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE BOMBAY COMPANY, INC.
(Name of Registrant as Specified in Its Charter)
Michael J. Veitenheimer, Vice President, Secretary and General Counsel
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / 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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
THE BOMBAY COMPANY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1999
To the Shareholders:
The Annual Meeting of Shareholders of The Bombay Company, Inc. will be
held at the Dorothea Leonhardt Lecture Hall at the Botanic Garden Center
Complex, 3220 Botanic Garden Blvd., Fort Worth, Texas, on May 20, 1999, at 9:00
a.m. (C.D.T.) for the following purposes:
1. To elect three directors in Class B to serve for three-year terms
expiring in 2002, 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 March 24, 1999, are entitled to notice of, and to vote
at, the Annual Meeting. The transfer books will not be closed. The Annual
Report of the Company, including financial statements for the fiscal year ended
January 30, 1999, 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 9, 1999
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.
THE BOMBAY COMPANY, INC.
550 Bailey Avenue
Fort Worth, Texas 76107
(817) 347-8200
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1999
SOLICITATION AND REVOCABILITY OF PROXY
This Proxy Statement and the accompanying proxy, first mailed to
shareholders on April 9, 1999, is furnished in connection with the solicitation
of proxies by the Board of Directors of The Bombay Company, Inc. (the "Company")
for use at the annual meeting of shareholders for the fiscal year ended January
30, 1999, which meeting is to be held on May 20, 1999, (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 as 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.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on March 24, 1999,
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 37,116,994 shares of Common Stock. Each holder
of Common Stock is entitled to one vote for each share held by such person.
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 March 24,
1999, 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 Crabbe Huson Group, Inc. 4,868,900 shares (2) 13.1%
121 SW Morrison, Suite 1400
Portland, OR 97204
Common Stock State of Wisconsin Investment Board 3,794,300 shares (3) 10.2%
P.O. Box 7842
Madison, WI 53707
Common Stock Capital Research and Management Company 3,043,000 shares (4) 8.2%
333 South Hope Street
Los Angeles, CA 90071
Common Stock Diminsional Fund Advisors Inc. 2,001,600 shares (5) 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
___________
<FN>
(l)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)Crabbe Huson Group, Inc. filed with the Securities and Exchange Commission a
Schedule 13G dated February 12, 1999.
(3)The State of Wisconsin Investment Board filed with the Securities and
Exchange Commission an Amended Schedule 13G dated January 16, 1999.
(4)Capital Research and Management Company filed with the Securities and
Exchange Commission a Schedule 13G dated February 8, 1999.
(5)Diminsional Fund Advisors Inc. filed with the Securities and Exchange
Commission a Schedule 13G dated February 11, 1999.
</TABLE>
SECURITIES OWNED BY MANAGEMENT
The table below sets forth as of March 24, 1999, the numbers of shares of
Common Stock beneficially owned by each director and director nominee of the
Company, each 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 OWNERSHIP OF BENEFICIAL OWNERSHIP(1) CLASS
<S> <C> <C> <C>
Common Stock Barbara Bass 114,135(2) *
Common Stock George B. Cobbe 5,000(3) *
Common Stock Elaine D. Crowley 91,214(4) *
Common Stock Edmund H. Damon 69,171(5) *
Common Stock Glenn E. Hemmerle 9,600(6) *
Common Stock Robert S. Jackson 143,441(7) *
Common Stock James A. Marcum 5,000 *
Common Stock A. Roy Megarry 24,750(8) *
Common Stock Carmie Mehrlander 69,999(9) *
Common Stock Brian N. Priddy 21,451(10) *
Common Stock Robert E. Runice 38,312(11) *
Common Stock Carson R. Thompson 190,888(12) *
Common Stock Michael J. Veitenheimer 144,931(13) *
Common Stock All present executive 1,042,238(14) 2.8%
officers and directors as a
group (17 persons)
<FN>
*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 March 24,
1999. Does not include units acquired under Director Stock Deferral Plan in
lieu of cash retainers and meeting fees, which may not be acquired within 60
days.
(2)Includes 41,062 shares which may be acquired upon exercise of options. Ms.
Bass disclaims beneficial ownership of 45,000 shares listed above which are
owned by her spouse. Ms. Bass also owns 3,933 units under the Director
Stock Deferral Plan.
(3)Mr. Cobbe also owns 1,964 units under the Director Stock Deferral Plan.
(4)Includes 64,996 shares which may be acquired upon exercise of options.
(5)Includes 50,124 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. He also
owns 654 units under the Director Stock Deferral Plan.
(6)Includes 6,600 shares which may be acquired upon exercise of option. Mr.
Hemmerle also owns 9,296 units under the Director Stock Deferral Plan.
(7)Includes 89,880 shares which may be acquired upon exercise of options. Mr.
Jackson also owns 878 units under the Director Stock Deferral Plan.
(8)Includes 17,050 shares which may be acquired upon exercise of options. Mr.
Megarry disclaims beneficial ownership of 4,700 shares listed above which
are owned by his spouse.
(9)Includes 55,999 shares which may be acquired upon exercise of options.
(10) Includes 16,751 shares which may be acquired upon exercise of options.
(11) Includes 24,812 shares which may be acquired upon exercise of options.
Mr. Runice also owns 17,966 units under the Director Stock Deferral Plan.
(12) Includes 19,750 shares which may be acquired upon exercise of options.
(13) Includes 70,790 shares which may be acquired upon exercise of options.
(14) Includes 540,129 shares which may be acquired upon exercise of options
held by executive officers and directors.
</TABLE>
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 B expire with this Annual Meeting. Mr. Carson R. Thompson's
term expires and he will retire from the Board at the Annual Meeting. The Board
of Directors has nominated Mr. James A. Marcum for the position being vacated by
Mr. Thompson.
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. Except as limited by the Certificate of Incorporation or
bylaws, 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 B at this Annual Meeting to serve for three-year terms
expiring in 2002 or until their successors are elected and qualified. Mr.
George B. Cobbe and Ms. Carmie Mehrlander are currently serving as directors,
and Mr. James A. Marcum has been nominated as a new director. All three
individuals have consented to serve upon election.
<TABLE>
DIRECTORS AND CANDIDATE WHO ARE NOMINATED FOR ELECTION
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
OCCUPATION SINCE EXPIRE
DIRECTOR'S NAME AGE
<S> <C> <C> <C> <C>
George B. Cobbe 61 Private Investor and retired Vice 1998 2002
President, Hewlett-Packard Company
James A. Marcum 39 Vice Chairman and Chief Financial N/A 2002
Officer, Stage Stores, Inc.
Carmie Mehrlande 47 President and Chief Operating 1998 2002
Officer of the Company
</TABLE>
<TABLE>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
OCCUPATION SINCE EXPIRE
DIRECTOR'S NAME AGE
<S> <C> <C> <C> <C>
Barbara Bass 48 Private Investor 1993 2001
Edmund H. Damon 69 Private Investor and former 1984 2000
President and Chief Executive
Officer, Pantasote, Inc.
Glenn E. Hemmerl 53 President and Chief Executive 1997 2000
Officer, The Johnny Rockets Group,
Inc.
Robert S. Jackso 53 Chief Executive Officer of the 1991 2001
Company
A. Roy Megarry 62 Corporate Director and Former 1994 2001
Chairman and Publisher, The Globe
and Mail and Consultant to Thomson
Newspapers
Robert E. Runice 69 Private Investor and retired Vice 1985 2000
President and President, Commercial
Development Division, US West, Inc.
</TABLE>
Additional information regarding the three nominees for election as
directors and the continuing directors of the Company is as follows:
NOMINEES
George B. Cobbe has been a director of the Company since July 21, 1998, when
he was selected to fill the vacancy created by the resignation of Mr. Clayton
Niles. Mr. Cobbe is a private investor following his retirement as Vice
President and Managing Director-Americas of Hewlett-Packard Company on March 1,
1998. Mr. Cobbe's career began at Hewlett-Packard in 1961 and progressed from
Marketing Engineer to Product Marketing Manager to Regional Marketing Manager
for several major product groups. In 1984 he was named President and General
Manager of Samsung-Hewlett-Packard, Hewlett-Packard's joint venture in South
Korea. He became President and CEO of Hewlett-Packard's Canadian operations in
1988, and was named General Manager and Director of North American Field
Operations in 1993. He was elected as Vice President in 1995 and was
responsible for all field sales operations within the United States, Canada and
Latin America. Mr. Cobbe also serves on the Board of Directors of Perigree
Investment Counsel Inc., Alternative Resources Corporation and Global Election
Systems.
James A. Marcum is a new nominee for director. He has served as an advisor
to the Board since his selection as a director candidate on February 24, 1999.
Mr. Marcum currently serves as Vice Chairman and Chief Financial Officer for
Stage Stores, Inc., a retail chain of 680 stores with annual sales volume of
$1 billion. He joined Stage Stores in June 1995 as Executive Vice President and
Chief Financial Officer. Prior to joining Stage Stores, Mr. Marcum served in
various positions at Melville Corporation from 1983 to 1995, including Senior
Vice President and Chief Financial Officer of Marshalls, Inc. from 1989 to 1990
and as Treasurer of Melville from 1990 to 1995.
Carmie Mehrlander was named President and Chief Operating Officer of the
Company on February 12, 1998, and was elected to fill a vacancy on the Board of
Directors on March 26, 1998. Prior to joining the Company, Ms. Mehrlander
served as Executive Vice President-Merchandising for Home Shopping Network from
June 1996 to June 1997, and as Divisional Vice President of Sears Merchandise
Group from August 1993 to June 1996. Prior to joining Sears, she was Group Vice
President of Macy's South from July 1990 to August 1993 following 13 years of
fashion retailing at Abraham & Strauss and Macy's (Bamberger's).
CONTINUING DIRECTORS
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 for DFS Group Limited, Starbucks Corporation
and bebe stores, inc.
Edmund H. Damon joined the Board of Directors in 1984 and is a private
investor after having served as President and Chief Executive Officer of
Pantasote, Inc. from January 1986 to September 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.
Glenn E. Hemmerle was elected to the Board of Directors on May 1, 1997. He
currently serves as President and Chief Executive Officer of The Johnny Rockets
Group, Inc., a chain of 117 restaurants with locations in the United States,
Australia, the Middle East, Japan and Canada. Prior to joining Johnny Rockets
on February 12, 1997, Mr. Hemmerle was President and Chief Executive Officer of
Pearle Vision, a subsidiary of Grand Metropolitan, P.L.C. from August 1994 to
September 1996. Prior thereto, he served as President and Chief Executive
Officer of Crown Books from 1992 to 1994 and held the same position at Athlete's
Foot Group, Inc. from 1987 until 1992. Mr. Hemmerle also serves on the Board of
Directors of Monarch Dental Corporation.
Robert S. Jackson was appointed Chief Executive Officer of the Company on
February 2, 1998, after serving as acting President and Chief Executive Officer
of the Company since March 29, 1997. He has been a member of the Board of
Directors since 1991. Prior to joining Bombay as an officer, he was a private
investor and business consultant after having served as President and Chief
Executive Officer of USPCI, Inc., a former 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. He serves as
Corporate Director and was formerly Chairman of The Globe and Mail, a major
Canadian newspaper headquartered in Uxbridge, Ontario since 1993. In connection
therewith, he also acts as a consultant to Thomson 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 GST Telecommunications.
Robert E. Runice joined the Board of Directors in 1985 and 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.
MEETINGS AND COMMITTEES OF THE BOARD
For the fiscal year ended January 30, 1999, the Board of Directors met six
times. No director who served the entire fiscal year 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: A. Roy Megarry (Chairperson), Glenn E. Hemmerle,
Carson R. Thompson and Robert E. Runice. It is expected that Mr. Thompson will
be replaced by Mr. Marcum on the committee upon his election to the Board. 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 three times during the fiscal year.
The Board of Directors has a Compensation and Human Resources Committee
currently composed of the following directors: Barbara Bass (Chairperson),
George B. Cobbe, Edmund H. Damon and Robert E. Runice. The Compensation and
Human Resources Committee is primarily concerned with the Company's
organization, 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
three times during the fiscal year.
The Board of Directors has an Executive Committee currently composed of the
following directors: Edmund H. Damon (Chairman), Barbara Bass, A. Roy Megarry,
Carmie Mehrlander and Robert S. Jackson. 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 Chief
Executive Officer or Secretary of the Company at the address shown on the cover
of this Proxy Statement. The committee met once during the fiscal year.
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 year ended January 30, 1999, non-employee
directors received cash compensation consisting of an annual retainer of
$18,500, and an $1,000 fee for each Board meeting and each committee meeting
attended. Committee Chairpersons received an additional annual retainer of
$4,000 for committee work. These amounts reflect no change in director cash
compensation from the prior year. 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 provides for both an initial grant of an option to new
directors and an automatic annual grant of an option to continuing directors on
the third business day after the Company issues its press release summarizing
the Company's performance for the prior fiscal year. The initial and automatic
annual option grant is the lesser of 5,000 shares or $75,000 in face value. The
initial grant vests 20% per year over a five year period and the annual grant
vests in full six months after the grant.
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 and meeting fees,
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 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.
<TABLE>
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:
<CAPTION>
POSITION(S) HELD WITH OFFICER OF THE
NAME THE COMPANY COMPANY SINCE
AGE
<S> <C> <C> <C>
Robert S. Jackson 53 Chief Executive Officer 1997
Carmie Mehrlander 47 President and Chief Operating 1998
Officer
Brian N. Priddy 42 Senior Vice President, Stores 1998
Steven C. Woodward 42 Senior Vice President, 1998
Merchandising
Daniel L. Lawrence 50 Senior Vice President, Sourcing 1996
Elaine D. Crowley 40 Vice President, Finance and 1996
Treasurer
James D. Johnson 52 Vice President, Human Resources 1998
Cathy S. Pringle 47 Vice President, Marketing 1998
Michael J. 42 Vice President, Secretary and 1985
Veitenheimer General Counsel
</TABLE>
BUSINESS EXPERIENCE
Information concerning the business experience of Mr. Jackson and Ms.
Mehrlander is provided under the section entitled "Election of Directors."
Brian N. Priddy was named Senior Vice President, Stores on April 21, 1998.
Prior to joining Bombay, Mr. Priddy served as District General Manager and a
member of the Senior Strategic Leadership Team for Sears, Roebuck and Company
from July 1993 to April 1998 and as Regional Merchandise Manager
(Furniture/Hardlines) for Montgomery Wards from September 1992 to July 1993.
From May 1991 until September 1992, Mr. Priddy served as Director of Stores for
the Lillie Rubin chain of specialty stores and from November 1984 to April 1991
as Regional Vice President of Store Operations for Maison Blanche department
stores.
Steven C. Woodward was named Senior Vice President, Merchandising on August
3, 1998. His responsibilities include buying, concept and product development,
planning, allocation, multinational sourcing and quality assurance. Mr.
Woodward came to Bombay from Service Merchandise where he was the Vice President
of the Home Store Merchandise group from November 1997 to July 1998. Prior
thereto, Mr. Woodward held various positions at Pier 1 Imports from August 1992
to October 1997, including Vice President of Furniture, Textiles and Decorative
Accessories.
Daniel L. Lawrence has served as Senior Vice President, International
Sourcing since 1992 and is principally responsible for product sourcing and
quality assurance. He was elected a corporate officer on February 21, 1996.
From 1990 to 1992 he acted as Vice President, Merchandising for the former
Bombay division of the Company. Mr. Lawrence joined Bombay after serving as
Senior Vice President, Merchandising for Michael's Stores, Inc. and holding
various positions at Pier 1 Imports from 1975 to 1988, including Vice President,
Divisional Merchandise Director from 1986 to 1988.
Elaine D. Crowley was named Vice President, Finance and Treasurer effective
January 25, 1996, after having served as Corporate Controller since January
1995. Prior thereto, Ms. Crowley acted as Executive Vice President, Operations
of The Bombay Company division from January 1994 to January 1995, Vice President
and Controller from January 1991 to December 1994, and Controller from August
1990 to December 1990. Ms. Crowley was with Price Waterhouse from 1981 to 1990.
James D. Johnson joined Bombay on August 17, 1998 as Vice President, Human
Resources. Prior thereto, Mr. Johnson served as Regional Human Resources
Manager for Sears Product Service for the Dallas and Memphis Region, and as
District Human Resources Manager for Sears Retail Organization from December
1994 to August 1998. Prior thereto, Mr. Johnson was employed by Federated
Department Stores in the Abraham & Strauss division from August 1982 to December
1994 as Area Director of Human Resources, Director of Human Resources/Operations
and Merchandising Group Manager. Mr. Johnson began his retail human resources
career at Macy's Department Stores when he was employed from 1974 to 1982.
Cathy S. Pringle joined the Bombay management team on September 9, 1998 from
Paging Network, Inc. in Dallas, Texas where she served as Vice President
Marketing, Paging Products and Services from 1996 to 1998. Prior to Paging
Network, Inc., Ms. Pringle was Director of Marketing for the Printing and
Publishing Division of Jostens during 1995 and 1996. Ms. Pringle began her
marketing career at Rubbermaid Incorporated, where she served as Group Product
Manager during 1994-1995, Senior Product Manager during 1993-1994, Product
Manager from 1989 to 1993 and as Marketing Coordinator from 1986 to 1989.
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.
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, and there
are no arrangements or understandings between any officer and any other person
pursuant to which that officer was selected.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table includes individual compensation information
on the Chief Executive Officer and the four other most highly paid executive
officers as of January 30, 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Name and Principal Fiscal Annual Other Awards
Position Year Compensation Annual All
Compen- Restricted Stock Other
Salary Bonus sation(1) Stock(2) Options Compensation(3)
($) ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Robert S. Jackson 1998 415,000 0 - 0 123,200 17,703(3)
Chief Executive 1997 313,462 160,000 - 0 100,000 19,086
Officer
Carmie Mehrlander, 1998 300,000 150,000(4) - 341,250(5) 280,000 2,432(3)
President and Chief
Operating Officer(6)
Brian N. Priddy, 1998 147,174 43,200(4) - 74,063(5) 50,253 1,061(3)
Senior
Vice President,
Stores (6)
Elaine D. Crowley, 1998 145,000 16,000 - 0 26,200 8,067(3)
Vice 1997 135,000 33,000 - 0 27,000 8,686
President, Finance 1996 130,000 0 - 0 20,000 17,913
and Treasurer
Michael J. 1998 165,000 23,000 - 0 34,200 9,473(3)
Veitenheimer, 1997 160,000 42,000 - 0 33,000 10,169
Vice President, 1996 149,880 0 - 0 22,489 19,727
General
Counsel & Secretary
<FN>
(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) At the end of fiscal 1998 the Company had restricted stock awards
outstanding covering 90,000 shares of stock, with a total value of
$498,751 based upon the closing market prices on the dates of grant.
The restricted shares vest over three years following the dates of
grant. Dividends will not be paid on the restricted stock.
(3) The totals in this column reflect the aggregate value of the Company
contribution to each named executive under the 401(k) Savings Plan,
Supplemental Stock Plan, Executive Disability Plan and life insurance. For
the fiscal period ended January 30, 1999, these amounts were as follows:
Robert S. Jackson: $6,563; $5,387; $2,300 and $3,453. Carmie Mehrlander:
$0; $0; $845 and $1,587. Brian N. Priddy: $0; $0; $578 and $483.
Elaine D. Crowley: $5,889; $627; $1,088 and $463. Michael J.
Veitenheimer: $5,784; $1,904; $1,188 and $597.
(4) Guaranteed bonus for first year of employment.
(5) Ms. Mehrlander's restricted stock award represents 60,000 shares which
vests as follows: 10,000 shares on February 12, 1999; 20,000 shares on
February 12, 2000; and 30,000 shares on February 12, 2001. Mr. Priddy's restricted
stock grant represents 15,000 shares which vests as follows: 1,500
shares on April 27, 1999; 4,500 shares on April 27, 2000; and 9,000
shares on April 27, 2001.
(6) Ms. Mehrlander joined the Company on February 12, 1998. Mr. Priddy joined
the Company on April 21, 1998.
</TABLE>
STOCK OPTION GRANTS
The following table provides information, with respect to individual grants
under the 1996 Long-Term Incentive Stock Plan to the individuals named in the
Summary Compensation Table, during the fiscal year ended January 30, 1999.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Percent of Grant Date
Options total Exercise or Present
Granted options base price Expiration Value $
Name (#)(1) granted to ($ share)(2) Date (3)
employees
in
fiscal year
<S> <C> <C> <C> <C> <C>
Robert S. Jackson 123,200 12.0% $4.3125 2/3/08 $312,657
Carmie Mehrlander 280,000 27.2% 140,000 @ $5.6875 2/12/08 $883,407
70,000 @ $6.9375
70,000 @ $8.1875
Brian N. Priddy 50,253 4.8% $4.9375 4/27/08 $146,890
Elaine D. Crowley 26,200 2.6% $4.3125 2/3/08 $66,490
Michael J. 34,200 3.3% $4.3125 2/3/08 $86,793
Veitenheimer
<FN>
(1) Grants of options to purchase shares of Common Stock under the 1996 Long-
Term Incentive Stock Plan vest from the date of grant at a rate of either
20% per year for five years or 33% per year for three years and expire on
the tenth anniversary of the date of grant. The Plan contains a provision
which provides that, in the event of a change in control, as defined
therein, all options granted under the plan immediately vest and become
exercisable for a period of 60 days after the effective date of such change
in control.
(2) Exercise price is equal to the closing price of the Common Stock on the New
York Stock Exchange Composite Tape on the date of the grant.
(3) The grant date present values per option share were determined by using the
Black-Scholes option pricing model in accordance with the rules and
regulations of the Securities and Exchange Commission and are not intended
to forecast future appreciation of the Company's stock price. The options
expiring on February 3, 2008 had a grant date present value of $2.54 per
option share, the options expiring February 12, 2008 had a present value of
$3.35, $3.08 and $2.84 respectively and the options expiring April 27, 2008
had a present value of $2.93 per option share. The Black-Scholes valuation
model was based upon the following assumptions: volatility of 55.5% based
on a historical daily average over a six year period, expected life of
options at six years; no expected dividends and by using a risk-free
interest rate range of 5.0 to 6.1%.
</TABLE>
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the exercise of
options by the individuals named in the Summary Compensation Table during the
last fiscal year and the value of unexercised options held as of
January 30, 1999.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR AND YEAR END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised In-
Shares Unexercised the-
Acquired Value Options at Money Options at
on Exercise Realized 1/30/99 1/30/99(1)
Name (#) ($) Exercisable/ ($) Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Robert S. Jackson 0 0 48,812/203,200 12,629/10,267
Carmie Mehrlander 0 0 0/280,000 0/0
Brian N. Priddy 0 0 0/50,253 0/0
Elaine D. Crowley 0 0 56,262/53,000 1,092/2,183
Michael J. 0 0 59,389/64,300 1,425/2,850
Veitenheimer
<FN>
(1)The closing price of the Company's Common Stock on January 29, 1999, was
$4.4375 per share.
</TABLE>
TERMINATION AGREEMENTS
On February 12, 1998, the Company hired Ms. Carmie Mehrlander as President
and Chief Operating Officer. Pursuant to her contract of employment, in the
event she were terminated without cause within the first year of employment, she
would be entitled to severance equal to 24 months base salary. Separation
during the second year of employment entitles Ms. Mehrlander to 12 months base
salary continuation. In addition, in the event of a change in control, all
stock options previously granted shall vest and become exercisable for a 90 day
period following the change of control and the severance pay provisions would be
activated.
On April 27, 1998, the Company hired Mr. Brian N. Priddy as Senior Vice
President, Stores. Pursuant to Mr. Priddy's offer letter, he is entitled to
severance equal to 12 months base salary if terminated without cause during the
first year of employment. After the first year, the agreement provides for
severance up to 12 months base salary, six months guaranteed and six months
subject to offset by earnings from subsequent employment. Upon change of
control, all stock options and restricted stock vests and the severance pay
provisions would be activated.
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. All decisions
by the Committee relating to the compensation of the Company's executive
officers are reviewed by the full Board.
~ Compensation~Philosophy.~The Company's long-standing compensation philosophy
is one of emphasizing performance-based compensation incentives which create a
strong focus on growth in earnings per share and the enhancement of shareholder
value. This program consists of competitive base salaries, a bonus program
based on successfully achieving predetermined financial and individual
performance goals and a heavy emphasis on equity ownership. These compensation
elements address both short-term and long-term performance goals. It is
understood that the Company's success and ability to properly manage its growth
and improved shareholder return depends to a significant extent both upon the
performance of its current senior management team and its ability to attract,
hire, motivate and retain additional qualified management personnel in the
future. It is further recognized that the inability to recruit and retain such
personnel, or experiencing the loss of critical management, could have an
adverse impact on the Company. With these understandings, the Committee has
used the following principle objectives in establishing the Fiscal 1998
compensation plan:
(1)to continue to target officer total compensation at the 50th to 75th
percentile of market levels as demonstrated by competitive data;
(2)to utilize an annual incentive plan design with a variable pay component to
insure the universal understanding and practice of a "pay for performance"
philosophy;
(3)to have a variable pay component that provides flexibility to appropriately
assign bonus dollars to key performers;
(4)to ensure the retention of key management resources; and
(5)to grow the equity ownership of senior management.
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 focuses on a narrower, more analogous group of retailers (the
"Comparative Group"), along with national survey data. The Comparative Group is
reviewed by the Committee annually and changes to the group are made as
necessary for comparability purposes. The Committee is of the opinion that
these companies reflect a group with which Bombay competes for executive talent.
In the selection process, the following criteria is used: first, the company is
in the business of specialty retail, with revenues of $200 million to
approximately $1 billion; and second, a preference is given to home furnishings
retailers (mall and non-mall) and to mall-based retailers in other merchandise
categories with operating, growth and earnings characteristics similar to the
Company. The Comparative Group used for Fiscal 1998 consisted of 16 companies,
the majority of which are not in the Retail Stores Composite Index. To further
refine comparability, the Committee also reviews compensation practices for a
modified peer group containing the ten companies in the Comparative Group
closest to Bombay in net sales volume.
~ Base~Salaries.~The Committee reviews and approves salaries for the CEO and
the other executive officers on an annual basis. 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, performance and contribution. In making salary
decisions, the Committee exercises its discretion and judgment with no specific
formula being applied to determine salary levels. Salaries of Company
executives are generally set at or near median levels. The Committee
determined, after a review of comparative data, that the salary levels at the
executive positions were at reasonably competitive levels. During the fiscal
year the Company recruited individuals to fill the positions of President/Chief
Operating Officer, Senior Vice President-Stores, Senior Vice President-
Merchandising, Vice President-Marketing and Vice President-Human Resources.
This recruiting process largely determined the competitive compensation levels
for these positions. The Committee gave modest increases to several continuing
officers to maintain median competitive base salary levels in relation to the
Comparative Group and to recognize the assumption of additional
responsibilities. The base salary of the CEO was decreased as discussed below.
In the executive officer group, salaries for the fiscal year represented a range
of 60% to 75% of projected total annual compensation.
~ 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.
The Incentive Plan provides that a bonus pool is created based upon
measurements of shareholder return, principally on improvement in earnings. The
bonus pool is derived by setting aside a fixed percentage of pre-tax profits and
contains a profit threshold that must be met for the payment of any bonus based
on profitability. The profit percentage and other shareholder return
measurement elements, if applicable, along with the minimum thresholds are
established by the Committee and approved annually by the Board of Directors.
Prior to 1997, bonus results were based entirely on financial measures and
discretion was not used to determine or adjust bonus amounts. The Committee
determined that, with the maturing of the Company and due to the critical need
to recruit and retain key senior executives during an important time for the
Company, the Incentive Plan should be amended to provide that a portion of
annual incentive bonus should be based upon individual performance of the
officer. This amendment, adopted in May 1997, has been incorporated into the
compensation planning process. See Summary Compensation Table.
Profitability in excess of the approved fiscal 1998 thresholds would
generate bonus dollars to be divided between discretionary and automatic formula
awards based upon predetermined allocations of the bonus pool dollars.
Achievement of the business plan provided bonus dollars available for
distribution with approximately 60% based upon Company performance and with the
balance based upon individual performance.
If the threshold levels for profits and return on assets are met, the
Incentive Plan permits bonus results to be adjusted through the application of a
"growth factor" based upon earnings per share compared to the prior year. Since
Fiscal 1998 was perceived as an ongoing turnaround period for the Company, the
growth factor was not included in the compensation plan for the year.
~ ~Compensation~Results.~The Company's performance for the period ended
January 30, 1999, did not meet the minimum profit threshold criteria established
for the fiscal year so no profit-based bonuses were paid. However, the
Committee utilized its discretionary authority to grant bonuses based upon
individual performance to two executive officers, totaling $39,000. Several
other executive officers had guaranteed bonuses for their first year of
employment as part of their recruitment. These bonuses are reflected in the
Summary Compensation Table.
~ 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. In 1998, to further its equity
leveraged pay practice, restricted stock awards and stock options were granted
to the President/Chief Operating Officer and to two Senior Vice Presidents which
vest at varying stages over a period of three years from the date of grant. The
remaining members of Senior Management were awarded incentive and non-qualified
stock options. These grants, made by the Committee under the 1996 Long Term
Incentive Stock Plan, are reflected in the "Summary Compensation" and "Option
Grants in Last Fiscal Year" tables contained in this Proxy Statement.
Pursuant to the 1996 Long-Term Incentive Stock Plan, awards are granted at
the discretion of the Committee, usually once per year. The number of shares
covered by such awards are determined based upon benchmarks for comparable
positions and an assessment of the individuals' performance. The Committee
considers the recommendation of and relies on information provided by the CEO in
determining awards to be granted to the non-CEO executive officers. Other than
the restricted stock awards referred to above, the Company has used only stock
options which, when awarded, are granted with an exercise price equal to or
greater than the fair market value of the Company's Common Stock on the date of
grant. Options typically vest over a three-year period (33% per year) and are
not dependent on further individual 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.
~ CEO~Compensation.~Mr. Robert S. Jackson served as CEO for the full fiscal
year and as Chairman from May 21, 1998, through the end of the fiscal year.
Based upon the competitive data it was determined that the compensation mix
between salary and bonus for Mr. Jackson should be slightly adjusted by lowering
his base salary and increasing his bonus opportunity. He was paid a base salary
of $415,000 for the period, representing a reduction from an annualized rate of
$440,000 for the prior year. Since the Company did not achieve the minimum
threshold of earnings improvements, Mr. Jackson was not paid a bonus for Fiscal
1998. On February 3, 1998, Mr. Jackson was granted incentive and nonqualified
stock options covering 123,200 shares, priced at $4.3125 per share, which will
vest equally over a three year 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, along with the 1996 Long-Term
Incentive Stock Plan.
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.
Barbara Bass, Chairperson
George B. Cobbe
Edmund H. Damon
Robert E. Runice
1994 - 1999 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 1999. The return values are based on an assumed investment of $100, as
of the close of business on the last day of January 1994, 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 1999.
<TABLE>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG THE BOMBAY COMPANY, INC., THE S&P 500 INDEX
AND THE S&P RETAIL STORES COMPOSITE INDEX
<CAPTION>
1/94 1/95 1/96 1/97 1/98 1/99
<S> <C> <C> <C> <C> <C> <C>
THE BOMBAY COMPANY, INC. $100 $32 $21 $17 $17 $16
S&P 500 $100 $101 $139 $176 $224 $296
S&P RETAIL STORES COMPOSITE $100 $93 $100 $119 $177 $290
<FN>
* $100 invested on 1/31/94 in stock or index - including reinvestment of
dividends. Fiscal year ending January 31.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and certain persons or groups 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. Such officers, directors
and beneficial owners 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 during the fiscal year ended January 30, 1999.
CERTAIN TRANSACTIONS
On November 20, 1996, the Board of Directors approved a $75,000 loan to Mr.
Michael J. Veitenheimer, Vice President of the Company, incident to the
servicing of debt related to the exercise of stock options resulting in the
purchase of Company stock. The loan bears interest at the applicable federal
rate, has a 10 year payment schedule and $75,000 remains outstanding.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors selected PricewaterhouseCoopers LLP as independent
accountants to audit the books, records and accounts of the Company for Fiscal
1998. PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP
during the fiscal period ended January 30, 1999, included the audit of the
financial statements of the Company.
A representative of the firm is expected to be present at the Annual
Meeting on May 20, 1999, to answer questions and, if necessary, will be afforded
an opportunity to make a statement regarding the financial statements.
PROPOSALS OF SHAREHOLDERS
The Annual Meeting of Shareholders for the 1999 fiscal year is expected to
be held on or about May 18, 2000, with the mailing of Proxy materials for such
Meeting to be made on or about April 3, 2000. If a shareholder intends to
submit a proper proposal for presentation at such Annual Meeting, the proposal
must be received by the Company at its principal executive offices on or before
December 6, 1999, in order to be considered for inclusion in the Proxy Statement
and Proxy relating to such Meeting.
If a shareholder intends to present a proposal at the Annual Meeting of
Shareholders in 2000 without seeking to include the proposal in the Company's
proxy materials for that meeting, the Company's management proxies will be
entitled to use the discretionary voting authority that will be contained in the
proxies for the Annual Meeting of Shareholders to vote on that proposal at the
Annual Meeting of Shareholders, unless prior notice of the proposal is given to
the Company. Prior notice must be given to the Company at least 45 days before
the date in 2000 corresponding to the mailing date of this Proxy Statement,
which is April 9, 1999. The date that is 45 days before the corresponding
mailing date in 2000 is therefore February 24, 2000. Accordingly a shareholder
who desires to present a proposal at the Annual Meeting of Shareholders in 2000
without seeking to include the proposal in the Company's proxy materials for
that meeting should provide notice of the proposal to the Company no later than
February 24, 2000. If the shareholder fails to do so, the Company's management
proxies for the Annual Meeting of Shareholders will be entitled to use their
discretionary voting authority on that proposal, without any discussion of the
matter in the proxy materials.
GENERAL
The Company will furnish without charge to each person whose Proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Company on Form 10-K for the fiscal year ended January 30, 1999, as filed with
the Securities and Exchange Commission, including the financial statements and
schedules. Such report will be filed with the Securities and Exchange
Commission on or before April 30, 1999. 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.
REPORT TO SHAREHOLDERS
The Annual Report to shareholders of the Company for the fiscal year ended
January 30, 1999, has been forwarded to all shareholders. The Annual 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~~~~~~~~~
PROXY
THE BOMBAY COMPANY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned security holder of The Bombay Company, Inc., a Delaware
corporation, hereby appoints Elaine D. Crowley and Brian N. Priddy, and each
of them, with full power of substitution, to represent and 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, May 20,
1999, 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 the 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.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
/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 B Directors:
Nominees: George B. Cobbe, James A. Marcum and Carmie Mehrlander
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 IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE, SIGN AND RETURN ALL
CARDS IN THE ACCOMPANYING ENVELOPE.
Please sign exactly as name(s) appear(s) 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:______________
