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 rule 14a-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 18, 2000
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 18, 2000, at 9:00
a.m. (C.D.T.) for the following purposes:
1. To elect three directors in Class C to serve for three-year terms
expiring in 2003, 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 20, 2000, 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 29, 2000, 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 13, 2000
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 18, 2000
SOLICITATION AND REVOCABILITY OF PROXY
This Proxy Statement and the accompanying proxy, first mailed to
shareholders on April 13, 2000, 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
29, 2000, which meeting is to be held on May 18, 2000, (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 20, 2000,
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 35,085,365 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 20,
2000, 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(L) OF CLASS
<S> <C> <C> <C>
Common Stock State of Wisconsin Investment Board 3,794,300 shares (2) 10.81%
P.O. Box 7842
Madison, WI 53707
Common Stock FMR Corporation 3,452,200 shares (3) 9.84%
82 Devonshire Street
Boston, MA 02109
Common Stock Capital Research and Management Company 3,116,100 shares (4) 8.88%
333 South Hope Street
Los Angeles, CA 90071
Common Stock Dimensional Fund Advisors Inc. 2,896,900 shares (5) 8.26%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Common Stock Crabbe Huson Group, Inc. 2,347,854 shares (6) 6.69%
121 SW Morrison, Suite 1400
Portland, OR 97204
___________
<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)The State of Wisconsin Investment Board filed with the Securities and
Exchange Commission an Amended Schedule 13G dated February 10, 2000.
(3)FMR Corp. filed with the Securities and Exchange Commission a Schedule 13G
dated February 14, 2000.
(4)Capital Research and Management Company filed with the Securities and
Exchange Commission a Schedule 13G dated February 10, 2000.
(5)Dimensional Fund Advisors Inc. filed with the Securities and Exchange
Commission a Schedule 13G dated February 1, 2000.
(6)Crabbe Huson Group, Inc. filed with the Securities and Exchange Commission a
Schedule 13G dated February 3, 2000.
</TABLE>
SECURITIES OWNED BY MANAGEMENT
The table below sets forth as of March 20, 2000, 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 136,770 (2) *
Common Stock George B. Cobbe 21,000 (3) *
Common Stock Edmund H. Damon 74,824 (4) *
Common Stock Glenn E. Hemmerle 17,800 (5) *
Common Stock Robert S. Jackson 605,761 (6) 1.7
Common Stock James A. Marcum 11,000 (7) *
Common Stock Carmie Mehrlander 214,748 (8) *
Common Stock Brian N. Priddy 85,187 (9) *
Common Stock Robert E. Runice 52,720 (10) *
Common Stock Bruce R. Smith 0 *
Common Stock Michael J. Veitenheimer 130,061 (11) *
Common Stock Steven C. Woodward 65,380 (12)
Common Stock All present executive 1,600,181 (13) 4.4
officers and directors as a
group (15 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 20,
2000. 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 32,062 shares which may be acquired upon exercise of options.
Ms. Bass disclaims beneficial ownership of 50,000 shares listed above which
are owned by her spouse. Ms. Bass also owns 7,547 units under the Director
Stock Deferral Plan.
(3) Includes 6,000 shares which may be acquired upon exercise of options. Mr.
Cobbe also owns 7,206 units under the Director Stock Deferral Plan.
(4) Includes 55,124 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.
(5) Includes 12,400 shares which may be acquired upon exercise of options.
Mr. Hemmerle also owns 15,250 units under the Director Stock Deferral Plan.
(6) Includes 502,012 shares which may be acquired upon exercise of options.
Mr. Jackson also owns 878 units under the Director Stock Deferral Plan.
(7) Includes 6,000 shares which may be acquired upon exercise of options.
(8) Includes 108,666 shares which may be acquired upon exercise of options.
(9) Includes 50,170 shares which may be acquired upon exercise of options.
(10) Includes 29,812 shares which may be acquired upon exercise of options.
Mr. Runice also owns 13,602 units under the Director Stock Deferral Plan.
(11) Includes 99,367 shares which may be acquired upon exercise of options.
(12) Includes 35,002 shares which may be required upon exercise of options.
(13) Includes 1,065,347 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 C expire with this Annual Meeting. Mr. A. Roy Megarry
retired from the Board on September 17, 1999. The Board of Directors appointed
Mr. Bruce R. Smith to the position vacated by Mr. Megarry for the unexpired term
ending in 2001.
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 C at this Annual Meeting to serve for three-year terms
expiring in 2003 or until their successors are elected and qualified. Messrs.
Edmund H. Damon, Glenn E. Hemmerle and Robert E. Runice are currently serving as
directors and have consented to serve upon election.
<TABLE>
<CAPTION>
DIRECTORS WHO ARE NOMINATED FOR ELECTION
PRINCIPAL DIRECTOR TERM TO
OCCUPATION SINCE EXPIRE
DIRECTOR'S NAME AGE
<S> <C> <C> <C> <C>
Edmund H. Damon 70 Private Investor and former 1984 2003
President and Chief Executive
Officer, Pantasote, Inc.
Glenn E. Hemmerl 54 President and Chief Executive 1997 2003
Officer, Miracle-Ear, Inc.
Robert E. Runice 70 Private Investor and retired Vice 1985 2003
President and President, Commercial
Development Division, US West, Inc.
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
PRINCIPAL DIRECTOR TERM TO
OCCUPATION SINCE EXPIRE
DIRECTOR'S NAME AGE
<S> <C> <C> <C> <C>
Barbara Bass 49 Private Investor 1993 2001
George B. Cobbe 62 Private Investor and retired Vice 1998 2002
President, Hewlett-Packard Company
Robert S. Jackso 54 Chairman of the Board of the 1991 2001
Company
James A. Marcum 40 Vice Chairman and Chief Financial 1999 2002
Officer, Stage Stores, Inc.
Carmie Mehrlande 48 President and Chief Executive 1998 2002
Officer of the Company
Bruce R. Smith 58 Business consultant 1999 2001
</TABLE>
Additional information regarding the three nominees for election as
directors and the continuing directors of the Company is as follows:
NOMINEES
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 Miracle-Ear, Inc.,
a manufacturer and retailer of hearing aid devices with over 1,000 international
retail outlets. He previously held similar positions at 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 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.
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 Boards of Directors for DFS Group Limited, Starbucks Corporation
and bebe stores, inc.
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 Boards of Directors of Perigree
Investment Counsel Inc., Alternative Resources Corporation and GST
Telecommunications, Inc.
Robert S. Jackson retired as Chief Executive Officer of the Company on
February 7, 2000, after serving in that position since February 2, 1998, and
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
and continues as Chairman of the Board of Directors, a position held since May
1998. 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.
James A. Marcum was elected to the Board of Directors in May 1999, and
served as an advisor to the Board from February 24, 1999, until his election.
Mr. Marcum currently serves as Vice Chairman and Chief Financial Officer for
Stage Stores, Inc. 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. Mr. Marcum
serves on the Board of Directors of Stage Stores, Inc.
Carmie Mehrlander was named Chief Executive Officer of the Company on
February 7, 2000, and re-assumed the duties of President on March 7, 2000. She
served as President and Chief Operating Officer of the Company since February
12, 1998, and joined 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 & Straus and
Macy's (Bamberger's).
Bruce R. Smith joined the Board on September 17, 1999. Mr. Smith is a
business consultant in the technology industry with particular emphasis on e-
commerce and customer relationship management systems. He is a principal with
Nextera Enterprises, providing the development and implementation of the
business development process for the firm which consists of over 600 management
consultants. From 1994 to 1998, Mr. Smith served as CEO, President and Chairman
of Integration Alliance Corporation, a distribution, integration and marketing
company that provided a high value complex systems channel model for the Hewlett
Packard UNIX, 3000 and NT environments. Prior thereto, he was President, Client
Systems Company of Distribution Resources Corporation from 1991 to 1994. Mr.
Smith also serves on the Board of Directors of Alternative Resources
Corporation.
MEETINGS AND COMMITTEES OF THE BOARD
For the fiscal year ended January 29, 2000, the Board of Directors met five
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: James A. Marcum (Chairperson), Glenn E. Hemmerle,
Robert E. Runice and Bruce R. Smith. 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 four
times during the fiscal year.
The Board of Directors has an Executive Committee currently composed of the
following directors: Edmund H. Damon (Chairperson), Barbara Bass, James A.
Marcum, 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 first page 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 29, 2000, 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 Option 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 Option 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 Option 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. In the event of a change in control,
as defined in the Director Option Plan, all options outstanding to directors
vest and become immediately exercisable.
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.
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>
POSITION(S) HELD WITH OFFICER OF THE
NAME AGE THE COMPANY COMPANY SINCE
<S> <C> <C> <C>
Carmie Mehrlander 48 President and Chief Executive 1998
Officer
Brian N. Priddy 43 Senior Vice President, Store 1998
Operations
Steven C. Woodward 43 Senior Vice President, 1998
Merchandising
Elaine D. Crowley 41 Vice President, Finance and 1996
Treasurer
James D. Johnson 53 Vice President, Human Resources 1998
Cathy S. Pringle 48 Vice President, Marketing 1998
Michael J. 43 Vice President, Secretary and 1985
Veitenheimer General Counsel
</TABLE>
BUSINESS EXPERIENCE
Information concerning the business experience of Ms. Mehrlander is provided
under the section entitled "Election of Directors."
Brian N. Priddy was named Senior Vice President, Store Operations on April
27, 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.
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 where 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 29, 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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, 1999 415,000 212,104 - 0 250,000 18,746(3)
Chief Executive 1998 415,000 0 - 0 123,200 17,703
Officer (4) 1997 313,462 160,000 - 0 100,000 19,086
Carmie Mehrlander, 1999 340,385 153,593 - 0 120,000 14,983(3)
President and Chief 1998 276,923 150,000 - 341,250(5) 280,000 2,432
Operating Officer
(4) (6)
Steven C. Woodward, 1999 226,154 76,542 - 0 70,000 6,081(3)
Senior Vice 1998 100,962 42,000 - 83,438(5) 5,000 446
President,
Merchandising (6)
Brian N. Priddy, 1999 188,077 67,497 - 0 100,000 6,931(3)
Senior Vice 1998 147,174 43,200 - 74,063(5) 50,253 1,061
President,
Store Operations(6)
Michael J. 1999 165,000 53,098 - 0 32,000 8,655(3) 8,655 (3)
Veitenheimer, 1998 165,000 23,000 - 0 34,200 9,473
Vice President, 1997 160,000 42,000 - 0 33,000 10,169
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 1999 the Company had restricted stock awards outstanding
covering 77,000 shares of stock, with a total value of $426,125 based upon
the closing market prices on the dates of grant. The restricted share grants
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 29, 2000, these amounts were as follows:
Robert S. Jackson: $5,884; $9,758; $1,156; and $1,948. Carmie Mehrlander:
$3,481; $9,187; $1,156; and $1,159. Steven C. Woodward: $4,288; $0; $1,156;
and $637. Brian N. Priddy: $2,173; $3,101; $1,156; and $501. Michael J.
Veitenheimer: $6,894; $188; $1,156; and $418.
(4) Mr. Jackson retired as Chief Executive Officer and Ms. Mehrlander was
appointed to the position on February 7, 2000. Mr. Jackson continues to
serve as Chairman of the Board of Directors.
(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. Woodward's restricted
stock grant represents 15,000 shares which vests as follows: 1,500 shares on
August 3, 1999; 3,000 shares on August 3, 2000; and 10,500 shares on August
3, 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. Woodward joined
the Company on August 3, 1998. Mr. Priddy joined the Company on April 27,
1998. For each, compensation for Fiscal 1998 represents partial years.
</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 29, 2000.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Percent of
total Grant Date
Options options Exercise or Present
Granted granted to base price Expiration Value $
(#) (1) employees ($ share) (2) Date (3)
Name in
fiscal year
<S> <C> <C> <C> <C> <C>
Robert S. Jackson 250,000 24% 150,000 @ $3.8125 2/04/09 $319,905
100,000 @ $6.4375 8/25/09 $357,420
Carmie Mehrlander 120,000 12% 20,000 @ $3.8125 2/04/09 $42,654
100,000 @ $6.4375 8/25/09 $357,420
Brian N. Priddy 100,000 10% 50,000 @ $3.8125 2/04/09 $106,635
50,000 @ $6.4375 8/25/09 $178,710
Steven C. Woodward 70,000 7% 20,000 @ $3.8125 2/04/09 $42,654
50,000 @ $6.4375 8/25/09 $178,710
Michael J. 32,000 3% $3.8125 2/04/09 $68,246
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 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 4, 2009 had a grant date present value of $2.1327 per
option share and the options expiring August 25, 2009 had a present value
of $3.5742 per option share. The Black-Scholes valuation model was based
upon the following assumptions: volatility of 59.4% based on a historical
daily average over a five year period, expected life of options at five
years; no expected dividends and by using a risk-free interest rate range
of 5.3% to 6.7%.
</TABLE>
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the exercise of
options by the individuals named in the Summary Compensation Table during the
last fiscal year and the value of unexercised options held as of
January 29, 2000.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR AND YEAR END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised In-
Shares Unexercised the-
Acquired Value Options at Money Options at
on Exercise Realized 1/29/00 1/29/00 (1)
Name (#) ($) Exercisable/ ($) Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Robert S. Jackson 0 0 109,880 / 392,132 3,558 / 28,125
Carmie Mehrlander 0 0 55,999 / 344,001 0 / 3,750
Brian N. Priddy 0 0 16,751 / 133,502 0 / 9,375
Steven C. Woodward 0 0 28,335 / 126,665 0 / 3,750
Michael J. 5,000 $39,074 65,300 / 83,999 0 / 6,000
Veitenheimer
<FN>
(1)The closing price of the Company's Common Stock on January 28, 2000, was
$4.00 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, separation
after 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 (subject to enlargement by the Company) 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, Store Operations. Pursuant to Mr. Priddy's offer letter, if he
terminated without cause after the first year, he is entitled to severance up to
12 months base salary, six months guaranteed and six months subject to offset by
earnings from subsequent employment. Upon a change of control, all stock
options and restricted stock vest and the severance pay provisions would be
activated.
On August 3, 1998, the Company hired Mr. Steven C. Woodward as Senior Vice
President, Merchandising. Pursuant to Mr. Woodward's offer letter, if he is
terminated without cause, he is entitled to severance of six months base salary.
Upon a change of control, all stock options and restricted stock immediately
vest and become exercisable or deliverable on the date of the change of control.
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 1999
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 1999 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 nine 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. 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 not
changed. In the executive officer group, salaries for the fiscal year
represented a range of approximately 60% to 70% 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 1999 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 (80% for the
CEO and President/COO) 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 1999 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 29, 2000, which reflected an 83% increase in earnings per share,
exceeded the minimum profit threshold criteria established for the fiscal year
such that profit-based bonuses were earned. Additionally, the Committee
utilized its discretionary authority to grant bonuses based upon individual
performance of the executive officers. 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. To further this goal, in Fiscal
1999, 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, generally 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. The Company
has used 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. He was paid a base salary of $415,000 for the period, representing the
same salary as was paid for the prior fiscal year. Since the Company exceeded
the minimum threshold of earnings improvements, Mr. Jackson was paid a bonus of
$212,104 for Fiscal 1999. Additionally, on February 4, 1999, Mr. Jackson was
granted incentive and nonqualified stock options covering 150,000 shares, priced
at $3.8125 per share, and on August 25, 1999, he was granted options covering
100,000 shares, priced at $6.4375, which will vest equally over a three year
period from the respective dates of grant.
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
1995 - 2000 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 2000. The return values are based on an assumed investment of $100, as
of the close of business on the last day of January 1995, 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 2000.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG THE BOMBAY COMPANY, INC., THE S&P 500 INDEX
AND THE S&P RETAIL STORES COMPOSITE INDEX
<CAPTION>
1/95 1/96 1/97 1/98 1/99 1/00
<S> <C> <C> <C> <C> <C> <C>
THE BOMBAY COMPANY, INC. $100.00 $64.79 $52.11 $51.41 $50.00 $44.37
S&P 500 $100.00 $138.67 $175.20 $222.34 $294.58 $325.06
S&P RETAIL STORES COMPOSITE $100.00 $107.83 $128.72 $190.87 $312.86 $313.31
<FN>
* $100 invested on 1/31/95 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 29, 2000, except
that one transaction by Mr. James Johnson, Vice President, Human Resources,
which involved the sale of 500 shares of the Company's Common Stock was reported
late.
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 been recently renegotiated to a three-year payment schedule and
$60,000 remains outstanding as of the date of this Proxy Statement.
In August 1999, the Board of Directors approved an Executive Stock Purchase
Plan (the "Plan") pursuant to which certain executive officers of the Company
were given the opportunity to purchase up to specified amounts of Common Stock
of the Company at current market prices as of the time of each purchase. The
Company agreed to loan to the executive officers the amount required to purchase
the Common Stock pursuant to the Plan, but the loans are not collateralized by
the Common Stock. All principal and accrued interest on the loans is payable at
the end of a three-year term, with such interest to accrue at the Applicable
Federal Rate for the month in which the Common Stock was purchased. The Plan
provides that if any of the Common Stock is sold within the three years
following the date of purchase, any sales proceeds per share over the purchase
price per share must be paid to the Company unless at the time of the sale all
principal and accrued interest on the loan used to purchase the Common Stock has
been paid to the Company. As of March 1, 2000, loans pursuant to the Plan were
outstanding to the following executive officers of the Company in the following
amounts, including principal and accrued interest at the weighted average rate
of interest per annum shown:
<TABLE>
<CAPTION>
Weighted Average Rate
Amount of Interest Per Annum
<S> <C> <C>
Robert S. Jackson $205,291 5.52%
Carmie Mehrlander $203,238 5.46%
Steven C. Woodward $101,764 5.76%
Brian N. Priddy $101,737 5.72%
</TABLE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors selected PricewaterhouseCoopers LLP as independent
accountants to audit the books, records and accounts of the Company for Fiscal
1999. 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 29, 2000, 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 18, 2000, 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 2000 fiscal year is expected to
be held on or about May 17, 2001, with the mailing of Proxy materials for such
Meeting to be made on or about April 4, 2001. 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 5, 2000, 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 2001 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 2001 corresponding to the mailing date of this Proxy Statement,
which is April 13, 2000. The date that is 45 days before the corresponding
mailing date in 2001 is therefore February 27, 2001. Accordingly a shareholder
who desires to present a proposal at the Annual Meeting of Shareholders in 2001
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 27, 2001. 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 29, 2000, 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 28, 2000. 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 29, 2000, 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
