SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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[X] Definitive Proxy Statement
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[ ] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Syms Corp
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Name of Registrant Specified in Charter
Syms Corp
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SYMS CORP
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
July 18, 2002
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Syms Corp
will be held at the office of the Company, Syms Way, Secaucus, New Jersey 07094,
on Thursday, July 18, 2002 at 10:30 a.m. for the following purposes:
1. To elect six (6) Directors to serve for the term of one (1) year or
until their respective successors have been elected and qualified.
2. To approve the appointment of Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending March 1, 2003.
3. To transact such other business as may properly come before the
meeting and any adjournment(s) or postponement(s) thereof.
The foregoing items of business are described more fully in the Proxy
Statement accompanying this notice.
The close of business on June 14, 2002 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting and only shareholders of record at such
time will be so entitled to vote.
You are cordially invited to attend the meeting in person if possible.
Please sign and date the enclosed proxy and return it in the envelope enclosed
for this purpose, whether or not you plan to attend the meeting. It will assist
us in keeping down the expenses of the meeting if shareholders return their
signed proxies promptly, whether they own a few shares or many shares. If no
direction is indicated in your proxy, it will be voted for Items 1 and 2 above.
By Order of the Board of Directors
Antone F. Moreira
Assistant Secretary
Secaucus, New Jersey
June 14, 2002
SYMS CORP
Syms Way
Secaucus, New Jersey 07094
June 14, 2002
Dear Shareholder:
You are cordially invited to attend the 2002 annual meeting of shareholders
of Syms Corp (the "Company") which will be held on July 18, 2002, at 10:30 a.m.
at the offices of the Company.
Information about the meeting and the various matters on which the
shareholders will act is included in the Notice of Annual Meeting of
Shareholders and Proxy Statement which follow. Also included is a Proxy Card and
postage paid return envelope.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend, we hope that you will complete and return your Proxy
Card in the enclosed envelope as promptly as possible.
Sincerely,
Marcy Syms
Chief Executive Officer
SYMS CORP
SYMS WAY
SECAUCUS, NEW JERSEY 07094
PROXY STATEMENT
FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON JULY 18, 2002
INTRODUCTION
This Proxy Statement and enclosed Proxy card are being furnished in
connection with the solicitation by the Board of Directors of Syms Corp, a New
Jersey corporation, (the "Company") of proxies for use at the July 18, 2002
annual meeting of the shareholders of the Company or at any adjournment(s) or
postponement(s) thereof (the "Annual Meeting") for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will
be held at the Company's executive offices located at Syms Way, Secaucus, New
Jersey 07094. The cost of preparing and mailing the proxy and this Proxy
Statement and all other costs in connection with this solicitation of proxies
will be borne by the Company. It is anticipated that the accompanying proxy and
this Proxy Statement will be sent to shareholders of the Company on or about
June 14, 2002.
Proxies in the accompanying form which are properly executed and duly
returned to the Company and not revoked will be voted as specified. Any proxy in
which no direction is specified will be voted FOR the election of the nominees
for director and FOR the ratification of the appointment of Deloitte & Touche
LLP as independent accountants (collectively the "Proposals"). Each proxy
granted is revocable and may be revoked at any time prior to its exercise, by
notifying American Stock Transfer & Trust Co., 59 Maiden Lane, New York, NY
10038 in writing, by executing a subsequent proxy or by electing to vote in
person at the Annual Meeting. Mere attendance at the Annual Meeting will not
serve to revoke a proxy. The Company intends to reimburse brokerage companies
and others for forwarding proxy materials to beneficial owners of shares.
Only shareholders of record of the Company's voting securities as of the
close of business on June 14, 2002 are entitled to notice of and to vote at the
Annual Meeting. As of the record date, 15,782,278 shares of common stock, par
value $.05 per share ("Common Stock"), were outstanding. Each share of Common
Stock entitles the record holder thereof to one vote on each of the Proposals
and on all other matters properly brought before the Annual Meeting.
Concurrently with the mailing of this Proxy Statement, the Company is mailing
its Annual Report for its fiscal year ended March 2, 2002 to shareholders of
record on June 14, 2002.
Shareholders vote at the Annual Meeting by casting ballots (in person or by
proxy) which are tabulated by a representative of the Company's independent
transfer agent appointed to serve as Inspector of Election at the meeting and
who has executed and verified an oath of office. The holders of a majority of
the shares of Common Stock issued and outstanding represented in person or by
proxy shall constitute a quorum. The affirmative vote of a plurality of the
votes cast at the Annual Meeting is sufficient to elect a director. The
affirmative vote of a majority of the votes cast at the Annual Meeting is
required to ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants. Abstentions and broker non-votes are included in
the determination of the number of shares present at the Annual Meeting for
quorum purposes but not counted in the tabulations of the votes cast on
proposals presented to shareholders.
1
ELECTION OF DIRECTORS
Proposal 1
At the Annual Meeting, all six directors of the Company are to be elected
for the term of one year or until their respective successors have been elected
and qualified. It is intended that votes will be cast pursuant to proxies
received from holders of Common Stock of the Company for the nominees listed
below, unless the proxy contains contrary instructions. The affirmative vote of
a plurality of the votes cast at the meeting is necessary for the election of
directors.
If any of the nominees listed below are unavailable for election at the
date of the Annual Meeting, the shares represented by the proxy will be voted
for the remaining nominees and for such substitute nominee or nominees as the
Board of Directors, in their judgment, designate. The Company at this time has
no reason to believe that any of such nominees will decline or be unable to
serve if elected.
Background information with respect to the Board of Directors and nominees
for election as directors, all of who are incumbent directors, appears below.
Except for Marcy Syms, who is the daughter of Sy Syms, there is no family
relationship between any nominee and any other nominee or executive officer of
the Company. See "Security Ownership of Certain Beneficial Owners and
Management" for information regarding such person's holding of equity securities
of the Company.
NAME OF DIRECTOR OR NOMINEE FOR ELECTION AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---------------------------------------- --- -------------- --------------------
Sy Syms (1) (2) ........................ 76 1983 Chairman of the Board and Director of
the Company
Marcy Syms (1) (2) ..................... 51 1983 Chief Executive Officer/President and
Director of the Company
Antone F. Moreira ...................... 65 1997 Vice President, Treasurer and Chief
Financial Officer and Director of the
Company
Harvey A. Weinberg (3) (4) ............. 64 1992 Director of the Company
David A. Messer (3)(4) ................. 40 1996 Director of the Company
Wilbur L. Ross, Jr. (3)(4) ............. 64 1983-1999; Director of the Company
2000
- ---------------
(1) Member of the Executive Committee of the Company.
(2) Sy Syms is the father of Marcy Syms.
(3) Member of the Stock Option - Compensation Committee of the Company.
(4) Member of the Audit Committee of the Company.
2
NOMINEES FOR ELECTION AS DIRECTOR
The following individuals are nominees for director at the Annual Meeting:
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959. Mr. Syms was Chief
Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a Director
of Israel Discount Bank of New York since December 1991. On January 22, 1998, Sy
Syms relinquished his position as Chief Executive Officer to Marcy Syms. Since
that date Mr. Syms has been Chairman of the Board.
MARCY SYMS has been President and a Director of the Company since 1983 and
Chief Operating Officer of the Company since 1984. On January 22, 1998, Marcy
Syms was named Chief Executive Officer/President. Marcy Syms is Sy Syms'
daughter.
ANTONE F. MOREIRA has been Vice President, Chief Financial Officer and
Treasurer of Syms Corp since May 1997. From 1996 to May 1997, Mr. Moreira was a
financial consultant with Equitable Assurance Society, a financial services
organization. From 1990 to 1995, Mr. Moreira was Executive Vice President and
Chief Financial Officer of Stuarts Department Stores, Inc., a regional discount
department store chain operating in New England. Mr. Moreira has been a Director
of the Company since May 1997.
HARVEY A. WEINBERG has been a consultant since April 1994. From April 1992
to April 1994, he was President and Chief Executive Officer of HSSI, Inc., a
retailer of men's and women's apparel. From 1987 to September 1990, he was Chief
Executive Officer and Vice Chairman of the Board of Directors of Hartmarx
Corporation and from 1990 to September 1992, he served as Chairman of such Board
of Directors. He is a trustee of Glimcher Realty Trust, a real estate investment
trust. He has been a Director of the Company since 1992.
DAVID A. MESSER has been President of Sempra Energy Trading Corp., a
subsidiary of Sempra Energy, Inc., since January 1998. Prior to January 1998,
Mr. Messer was President of AIG Trading Corp. where he had been employed since
March 1990. He has been a Director of the Company since July 1996.
WILBUR L. ROSS, JR. has been a principal of W L Ross & Company LLC since
2000. Mr. Ross was Managing Director of Rothchild, Inc. from 1976 to 1999. He
was a Director of the Company from 1983 through March 1999 and was reappointed
Director in October 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. PROXIES SOLICITED HEREBY WILL
BE VOTED FOR EACH NOMINEE NAMED ABOVE UNLESS A VOTE AGAINST A NOMINEE OR AN
ABSTENTION IS SPECIFICALLY INDICATED.
3
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended March 2, 2002 there were four
meetings of the Board of Directors. Each director attended all of the fiscal
2001 meetings of the Board of Directors and the committees of which he or she
was a member during the 2001 fiscal year. The Committees of the Board of
Directors include an Audit Committee, an Executive Committee and a Stock Option
- - Compensation Committee. The Board of Directors does not have a nominating
committee.
The Audit Committee has the principal function of reviewing the adequacy of
the Company's internal system of accounting controls, conferring with the
independent certified pubic accountants concerning the scope of their
examination of the books and records of the Company and their audit and
non-audit fees, recommending to the Board of Directors the appointment of
independent certified public accountants, reviewing related party transactions
and considering other appropriate matters regarding the financial affairs of the
Company. The Audit Committee operates under a written charter adopted by the
Board of Directors and intended to comply with the applicable requirements of
the Securities and Exchange Commission and the New York Stock Exchange. The
current members of the Audit Committee are Harvey A. Weinberg (Chairman), David
A. Messer and Wilbur L. Ross, Jr., none of whom is, or has ever been, an officer
or employee of the Company and are all considered "Independent" for the purposes
of the New York Stock Exchange listing standards. The Audit Committee met four
times during the fiscal year ended March 2, 2002.
The Executive Committee exercises all of the powers and authority of the
Board of Directors in the management and affairs of the Company between meetings
of the Board of Directors, to the extent permitted by law. The members of the
Executive Committee are Sy Syms and Marcy Syms. The Executive Committee did not
meet during the fiscal year ended March 2, 2002.
The Stock Option - Compensation Committee reviews and recommends to the
Board of Directors renumeration arrangements and compensation plans for the
Company's officers and key employees and administers the Company's Amended and
Restated Incentive Stock Option and Appreciation Plan (the "Option Plan") and
determines the officers and key employees who are to be granted options under
the Option Plan and the number of shares subject to such options. The members of
the Stock Option - Compensation Committee are David A. Messer, Wilbur L. Ross,
Jr. and Harvey A. Weinberg, none of whom is, or has ever been, an officer or
employee of the Company. The Stock Option - Compensation Committee met once
during the fiscal year ended March 2, 2002.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an officer or employee of
the Company receives a Director's fee presently established at the rate of
$2,500 per meeting for attending regular or special meetings of the Board of
Directors. Additionally, each committee member of the Board of Directors
receives $2,000 for any committee meeting attended by such member, together with
travel expenses related to such attendance. Directors who are officers or
employees of the Company do not receive any additional compensation by reason of
their service as directors.
EXECUTIVE OFFICERS
The Company's executive officers, as well as additional information with
respect to such persons, are set forth in the table below:
NAME AGE POSITION
- ---- --- --------
Sy Syms 76 Chairman of the Board and Director
Marcy Syms 51 Chief Executive Officer/President and Director
Antone F. Moreira 65 Vice President, Chief Financial Officer and Director
Ronald Zindman 52 Executive Vice President, General Merchandise Manager
Allen Brailsford 58 Executive Vice President, Operations
Myra Butensky 43 Vice President, Divisional Merchandise Manager
Men's Tailored Clothing
James Donato 46 Vice President, Operations
Elyse Marks 49 Vice President, Information Services
John Tyzbir 48 Vice President, Human Resources
4
Information with respect to executive officers of the Company who also are
directors is set forth on Page 3 of this Proxy Statement.
RONALD ZINDMAN has been Executive Vice President - General Merchandise
Manager since March 1997. He was Vice President, General Merchandise Manager,
Ladies, Men's and Haberdashery from July 1994 to March 1997. Previously, Mr.
Zindman was Vice President - General Merchandise Manager Ladies from March 1993
to July 1994 and a buyer of men's and women's merchandise from March 1990 to
March 1993.
ALLEN BRAILSFORD has been Executive Vice President since April 2001. Mr.
Brailsford was Vice President of Operations from March 1992 to March 2001, and
from March 1985 to March 1992, he was Director of Distribution.
MYRA BUTENSKY has been Vice President - Divisional Merchandise Manager,
Men's Tailored Clothing since January 1999. From May 1998 to January 1999, Ms.
Butensky was Divisional Merchandise Manager, Ladies. From June 1991 to April
1998, Ms. Butensky was a ladies buyer. Prior to joining the Company in 1991, Ms.
Butensky was a buyer with Popular Trading Club, Inc, and also spent 10 years
with Macy's in a number of buying positions.
JAMES DONATO has been Vice President of Operations since April 2001. From
November 1997 to March 2001 he was Director of Store Planning. Prior to November
1997, Mr. Donato was in store management as a District Manager and Store Manager
of the Company.
ELYSE MARKS has been Vice President of MIS since April 2001. From November
1999 to March 2001, Ms. Marks was Director of MIS. Prior to November 1999, Ms.
Marks was manager of MIS and store systems. From 1983 to 1987, she was also in
store management for the Company.
JOHN TYZBIR has been Vice President - Human Resources since April 1999.
From January 1995 to October 1997, Mr. Tyzbir was Director of Human Resources of
Zallie Supermarkets Corp. From June 1991 to January 1995, Mr. Tyzbir was
Director of Human Resources and Planning of Carson Pirie Scott Inc.
The Company's officers are elected annually by the Board of Directors and
hold office at the discretion of the Board of Directors.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of Common
Stock as of June 14, 2002, by each person known by the Company to own
beneficially more than five percent (5%) of the Company's outstanding common
stock, by each Director and nominee for Director, each of the executive officers
named in the Summary Compensation Table, and by all Directors and executive
officers of the Company as a group. Each person named in the table has sole
voting and investment power with respect to all shares of Common Stock shown as
beneficially owned by such person, except as otherwise set forth in the notes to
the table.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF COMMON STOCK AS OF JUNE 14, 2001 CLASS
- ------------------------------------- ----------------------------------- -----
Sy Syms.................................. 6,275,645 (1) 39.8%
Syms Way, Secaucus, NJ 07094
Marcy Syms............................... 1,807,075 (2) 11.4%
Syms Way, Secaucus, NJ 07094
Tweedy Browne Company, L.P............... 1,546,464 9.8%
52 Vanderbilt Avenue
New York, NY 10017
Franklin Advisory Services, Inc.......... 1,430,000 9.1%
777 Mariner's Island Blvd.
San Madeo, CA 94403
Dimensional Fund Advisors, Inc........... 1,161,100 7.4%
1299 Ocean Avenue
Santa Monica, CA 90401
Ronald Zindman.......................... 131,500 (2) *
Syms Way, Secaucus, NJ 07094
Harvey A. Weinberg....................... 200 *
2384 Augusta Way
Highland Park, IL 60035
Allen Brailsford......................... 3,200 (2) *
Syms Way, Secaucus, NJ 07094
David A. Messer.......................... 3,000 *
Sempra Energy
58 Commerce Road
Stamford, CT 06902
Antone F. Moreira ....................... 3,000 (2) *
Syms Way, Secaucus, NJ 07094
Wilbur L. Ross, Jr....................... 3,000 *
WL Ross & Company LLC
101 East 52nd Street
New York, NY 10022
All directors and executive officers as a
group (12 persons)....................... 8,238,620 (2) 52.2%
- ----------------------
* Less than one percent.
6
(1) Includes (a) 6,046,283 shares held in the Sy Syms Revocable Living Trust,
dated March 17, 1989, as amended (the "Sy Syms Revocable Living Trust"); Sy
Syms retains the sole voting power of such shares and the right to revoke
the Sy Syms Revocable Living Trust at any time, (b) 229,262 shares held by
Sy Syms for Laura Merns and (c) 100 shares held by Sy Syms as custodian for
Jillian E. Merns.
(2) Includes shares issuable upon the exercise of options granted under the
Company's Amended and Restated Incentive Stock Option and Appreciation Plan
and either currently exercisable or exercisable within 60 days after June
14, 2002.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for the last three fiscal years to its five most highly compensated
executive officers, including the Chief Executive Officer, serving as such at
the end of the most recently completed fiscal year.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS (2)
ANNUAL COMPENSATION SECURITIES ALL OTHER
------------------------------------ UNDERLYING COMPENSA-
NAME AND PRINCIPAL POSITION YEAR (1) SALARY BONUS OPTIONS/SARS TION (3)
- --------------------------- ------- --------------- ------- ------------ ---------
Sy Syms.......................... 2001 $824,980 (4)(5) $ 0 0 $ 0
Chairman of the Board 2000 $840,845 (4)(5) $ 0 0 $ 0
1999 $824,980 (4)(5) $ 0 0 $ 369
Marcy Syms ...................... 2001 $573,332 (4) $ 0 0 $ 0
Chief Executive Officer/President 2000 $557,507 (4) $ 0 0 $ 0
1999 $513,988 (4) $ 0 312,500 $ 369
Ronald Zindman................... 2001 $350,000 $ 0 0 $ 0
Executive Vice President- 2000 $356,743 $10,000 0 $ 0
General Merchandise Manager 1999 $299,988 $ 0 90,500 $ 369
Antone F. 2001 $150,800 $ 0 0 $ 0
Vice President, Treasurer 2000 $146,500 $ 5,000 0 $ 0
and Chief Financial Officer 1999 $133,000 $ 0 5,000 $ 308
Allen Brailsford................. 2001 $132,600 $ 0 0 $ 0
Executive Vice President 2000 $130,950 $10,000 0 $ 0
Operations 1999 $123,350 $ 0 5,000 $ 303
- --------------------
(1) The compensation reported for fiscal years ended March 2, 2002 and February
26, 2000 reflects annual salaries for a 52-week period. The compensation
reported for fiscal year ended March 3, 2001 reflects salaries for a
53-week period.
(2) During the period covered by the table, the Company did not make any
restricted stock awards or have in effect (or make payments under) any long
term incentive plan other than the Option Plan, pursuant to which only
stock options, but no stock appreciation rights, were awarded.
(3) Company's contributions to a defined contribution profit sharing retirement
plan.
(4) Sy Syms is paid at a weekly rate of $15,865 and Marcy Syms is paid at a
weekly rate of $11,866.
(5) Excludes payments made under the lease of the Elmsford store. See "Certain
Relationship and Related Transactions."
7
STOCK OPTION GRANTS IN FISCAL 2001
No stock options or stock appreciation rights were granted to the executive
officers named in the Summary Compensation Table during the fiscal year ended
March 2, 2002.
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning exercises of stock
options as of March 2, 2002 by the executive officers named in the Summary
Compensation Table and the value of unexercised options held by them at March 2,
2002.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE -MONEY
NUMBER OF UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT
SHARES VALUE MARCH 2, 2002 (1) MARCH 2, 2002 ($) (2)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- --- ----------- ------------- ----------- -------------
Sy Syms 0 0 0 0 0 0
Marcy Syms 0 0 482,500 125,000 19,688 13,125
Ronald Zindman 0 0 129,300 61,200 5,702 3,801
Antone F. Moreira 0 0 3,000 2,000 315 210
Allen Brailsford 0 0 3,000 2,000 315 210
- -------------
(1) No SARs are held.
(2) Based upon a closing price of $5.73 per share of Common Stock on the New
York Stock Exchange on March 2, 2002.
PENSION PLAN
The following table sets forth the estimated annual benefits payable on
retirement to persons in specified renumeration and years of participation
classifications under the Company's defined benefit pension plan (the "Pension
Plan") for employees not covered under collective bargaining agreements:
HIGHEST FIVE 15 20 25 30 35
YEAR AVERAGE YEARS OF YEARS OF YEARS OF YEARS OF YEARS OF
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
- ------------ -------- -------- -------- -------- --------
$ 50,000 ............. $ 5,700 $ 7,600 $ 9,500 $ 9,500 $ 9,500
75,000 ............. 8,550 11,400 14,250 14,250 14,250
100,000 ............. 11,400 15,200 19,000 19,000 19,000
125,000 ............. 14,250 19,000 23,750 23,750 23,750
150,000 ............. 17,100 22,800 28,500 28,500 28,500
Each participant in the Pension Plan is entitled to an annual retirement
benefit equal to 19% of the average compensation (excluding bonuses) during his
five consecutive highest paid calendar years during the ten years prior to
retirement except that the annual benefit payable to Sy Syms at normal
retirement, as per the Pension Plan, cannot exceed $70,000. A participant's
interest vests over a seven year period commencing in the third year at the rate
of 20% after completing three years of employment and 20% for each year
thereafter, and is 100% vested after the completion of seven years of service.
Benefit payments are made in the form of one of five annuity payment options
elected by the participant. Amounts in the table are based on a straight life
annuity. For the executive officers named in the Summary Compensation Table,
compensation for purposes of the Pension Plan generally corresponds to the
amounts shown in the "Salary" column of the Summary Compensation Table.
8
Currently no more than $160,000 (as adjusted from time to time by the Internal
Revenue Service) of cash compensation may be taken into account in calculating
benefits payable under the Pension Plan. Executive officers in the Summary
Compensation Table were credited with the following years of service at December
31, 2001: Sy Syms, 28 or more years; Marcy Syms, 24 or more years; Ronald
Zindman, 12 years; Allen Brailsford, 17 or more years; and Antone Moreira 5 or
more years. Benefits under the Pension Plan are not subject to any deduction for
social security or other offset amount. The annual retirement benefit is reduced
pro rata if the employee has completed less than fifteen years of service.
Effective December 31, 1994, the plan was amended to change the pro rata
reduction to be based on 25 years of participation. A participant is entitled to
be paid his benefits upon his retirement at age 65. If a participant has
completed at least 15 years of service he may retire upon reaching age 55 but
the benefits he receives will be actuarially reduced to reflect the longer
period during which he will receive a benefit. A participant who leaves the
Company for any reason other than death, disability or retirement will be
entitled to receive the vested portion of his benefit payable over different
periods of time depending on the aggregate amount vested and payment option
elected.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement dated November 1, 1996
with its Executive Vice President - General Merchandise Manager, Ronald Zindman.
Pursuant to the agreement, Mr. Zindman is to receive a minimum salary of
$225,000 per year from inception through March 1, 1997; $300,000 per year for
the next succeeding three years; $350,000 per year for the next succeeding three
years; $400,000 per year for the next succeeding three years; and $450,000 per
year for the final three years of the agreement. The agreement is to remain in
effect until March 1, 2009. Termination of the agreement by the Company before
that date will require a payment to Mr. Zindman equal to 150% of one year's
salary (at the employee's then current rate). If this agreement is terminated by
the employee prior to its final term, the Company must pay to the employee a sum
equal to 60% of one year's salary (also at the employee's then current rate).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All of the members of the Stock Option-Compensation Committee are
non-employee directors and none has any direct or indirect material interest in
or relationship with the Company outside of his position as a director. The
members of this Committee are Harvey A. Weinberg, David A. Messer and Wilbur L.
Ross, Jr.
No executive officer of the Company served during fiscal 2001 (i) as a
member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers serves on the
Stock Option - Compensation Committee of the Company; (ii) as a director of
another entity, one of whose executive officers served on the Stock
Option-Compensation Committee of the Company; or (iii) as a member of the
compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another entity, one of whose executive officers served as a Director of the
Company.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Performance
Graph and "Report of the Compensation Committee" shall not be incorporated by
reference into any such filings.
9
PERFORMANCE GRAPH
Below is a graph comparing the cumulative total shareholders return on the
Company's Common Stock for the last six fiscal years (beginning February 28,
1997 and ending March 1, 2002, the last trading day during the Company's last
completed fiscal year) with the cumulative total return of the Wilshire 5000
Index and the S&P Retail Composite Index over the same period (assuming (i) the
investment of $100 on March 1, 1996 in the Company's Common Stock and in each of
these two Indexes, (ii) reinvestment of all dividends and (iii) no payment of
brokerage or other commissions or fees).
2/18/1997 2/27/1998 2/26/1999 2/25/2000 3/2/2001 3/1/2002
--------- --------- --------- --------- -------- --------
Syms Corp 100 149 87 48 62 63
S&P Retail 100 151 220 196 210 240
Wilshire 5000 100 132 149 176 151 137
REPORT OF THE STOCK OPTION - COMPENSATION COMMITTEE
The Stock Option - Compensation Committee's executive compensation policy
strives to provide compensation rewards based upon both corporate and individual
performance while maintaining a relatively simple compensation program in order
to avoid the administrative costs which the Stock Option - Compensation
Committee believes are inherent in multiple complex compensation plans and
agreements. The Company has only one employment agreement with an executive
officer, Ronald Zindman, and has only one executive compensation plan, the
Option Plan.
The determination of compensation ranges for executive officers reflects a
review of salaries and bonuses for executive officers holding similar positions
in retailers of relatively comparable size and orientation. However, in making
compensation decisions, the Stock Option - Compensation Committee remains
cognizant of the Board of Directors' responsibility to enhance shareholder
value. The Stock Option - Compensation Committee utilizes cash bonuses, when it
feels a bonus is merited, based on factors such as an executive's individual
performance and the Company's performance relative to its past performance and
the performance of competitors. The Company has available a long-term incentive
for executives to both remain in the employ of the Company and to strive to
maximize shareholder value through the Option Plan, which aligns the interests
of executives with those of shareholders.
Determination of Marcy Syms' compensation as the Company's Chief Executive
Officer for the fiscal year ended March 2, 2002 reflects the Company's
performance and a comparison with chief executive officer compensation of the
Company's competitors, but also reflects recognition of Ms. Syms unique, ongoing
contribution to the growth, success and profitability of the Company.
10
It is the responsibility of the Stock Option - Compensation Committee to
address the issues raised by the tax laws which make certain
non-performance-based compensation to executives of public companies in excess
of $1,000,000 non-deductible to the Company. In this regard, the Stock Option
- -Compensation Committee must determine whether any actions with respect to this
limit should be taken by the Company. At this time, it is not anticipated that
any Executive Officer will receive any such compensation in excess of this
limit. Therefore, the Stock Option - Compensation Committee has not taken any
action to comply with the limit.
STOCK OPTION - COMPENSATION COMMITTEE
Harvey A. Weinberg
David A. Messer
Wilbur L. Ross, Jr.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its store in Elmsford, New York from Sy Syms, Chairman
of the Board and principal shareholder of the Company. Sy Syms voluntarily
amended the rental provisions of the lease as of August 1, 1983 based upon
independent appraisals. Under the original lease, as amended, the rent payable
by the Company consisted of a fixed annual rent plus a percentage rent based on
gross sales of the Elmsford store. Not more frequently than once every five
years, the rental terms may be adjusted based upon an independent appraisals if
requested by Sy Syms. Effective January, 1991, the rental terms were adjusted
based upon an independent appraisal, which resulted in a fixed annual rental of
$600,000 and the elimination of the percentage rent based on gross sales. Such
lease expired in November 1999 and the Company continues to occupy the property
on the same terms, on a month-to-month basis. During the fiscal year ended March
2, 2002, the Company paid to Sy Syms $600,000 in fixed rent.
On April 2, 2001, the Company loaned the Marcy Syms Revocable Trust
$800,000. The loan is evidenced by the Trust's ten-year Note which is guaranteed
by Marcy Syms, Chief Executive Officer and President of the Company and daughter
of Sy Syms, and is secured by a first priority mortgage on the real estate which
Ms. Syms owns in Westchester County, New York. The Note bears interest at the
rate of 5.43% per annum (the then applicable federal long-term rate) payable
annually.
On January 10, 2002, an independent committee of the Board of Directors was
established to review the potential acquisition of Stanley Blacker, Inc., a
corporation owned by the Sy Syms Revocable Living Trust. This committee obtained
an independent appraisal as to the fair market value of the business enterprise
of Stanley Blacker, Inc., and on April 18, 2002, the Board of Directors approved
the acquisition based on the independent committee's recommendation to acquire
the assets of Stanley Blacker, Inc. The assets of Stanley Blacker, Inc.
consisted substantially of trademarks and trade names licensed to third party
manufacturers of clothing and accessories. The acquisition of such assets was
consummated on May 1, 2002, for a purchase price consisting of $250,000 paid in
cash, $250,000 paid by the issuance of 44,138 shares of the Company's Common
Stock and the balance by the taking of the assets subject to a note payable to
Fleet National Bank in the principal amount of $1,675,000 together with interest
thereon of approximately $11,355, which note was paid in full by the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) Beneficial Ownership Reporting Compliance of the Securities
Exchange Act of 1934, as amended, requires the Company's officers and directors,
and persons who own more than 10% of a registered class of the Company's equity
securities, to file initial statements of beneficial ownership (Form 3), and
statements of changes in beneficial ownership (Forms 4 and 5), of Common Stock
of the Company with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required to furnish the Company
with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required, all filing requirements
applicable to its executive officers, directors, and greater than 10%
shareholders were met.
11
AUDIT COMMITTEE REPORT
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and reporting process. The Company's independent
auditors are responsible for expressing an opinion on the conformity of the
Company's audited financial statements to generally accepted accounting
principles.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the Company's audited financial
statements. The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(communication with audit committees). In addition, the Audit Committee has
received from the independent auditors the written disclosures required by
Independence Standards Board Standard No. 1 (independence discussions with audit
committees) and discussed with them their independence from the Company and its
management.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved that
the Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 2, 2002, for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE
David A. Messer
Harvey A. Weinberg
Wilbur L. Ross, Jr.
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Proposal 2
The Board of Directors of the Company has selected Deloitte & Touche LLP
("Deloitte & Touche") as the independent accountants for the Company for the
fiscal year ending March 1, 2003 and recommends that shareholders approve such
appointment. The affirmative vote of a majority of the votes cast at the meeting
is necessary for the approval of auditors.
Deloitte & Touche and its predecessor firms have audited the financial
statements of the Company for more than the past ten fiscal years. A
representative of Deloitte & Touche is expected to be present at the meeting and
will have an opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions from shareholders. The
Company and the Audit Committee have considered whether other non-audit services
by Deloitte & Touche are compatible with maintaining the independence of
Deloitte & Touche in its audit of the Company.
Audit Fees: Audit fees billed to the Company by Deloitte & Touche for
auditing the Company's annual financial statements for the fiscal year ended
March 2, 2002 and reviewing the financial statements included in the Company's
quarterly reports on Form 10Q amounted to $110,000.
Financial Information Systems Design and Implementation Fees: No services
were performed by, or fees incurred to, Deloitte & Touche in connection with the
financial information services design and implementation projects for the fiscal
year ended March 2, 2002.
All Other Fees: Fees for employee benefit related services, billed by
Deloitte & Touche with respect to the fiscal year ended March 2, 2002 amounted
to approximately $30,000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & Touche. Proxies solicited hereby
will be voted FOR the proposal unless a vote against the proposal or abstention
is specifically indicated.
12
OTHER MATTERS
The Board of Directors does not know of any matters to be brought before
the Annual Meeting, except those set forth in the notice thereof. If other
business is properly presented for consideration at the Annual Meeting, the
persons named in the accompanying form of proxy intend to vote the proxies
therein in accordance with their best judgment on such matters.
NOTICE OF SHAREHOLDER PROPOSALS
Proposals of shareholders, to be considered by the Company for inclusion in
the proxy material for the annual meeting in 2003, must be received by the
Company not later than February 1, 2003 and must comply with the proxy
solicitation rules of the Securities and Exchange Commission. In accordance with
Rule 14a - 4(c) (1) of the Securities Exchange Act of 1934, as amended,
management proxy holders intend to use their discretionary voting authority with
respect to any shareholder proposal raised at the annual meeting in 2003 as to
which the proponent fails to notify the Company on or before May 1, 2003 (45
days prior to the date on which this Proxy Statement was first mailed to
shareholders).
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the fiscal year ended March 2, 2002,
including financial statements, is being mailed to shareholders of the Company
with this Proxy Statement. The Annual Report does not constitute a part of the
Proxy Solicitation materials. Shareholders may without charge, obtain copies,
excluding certain exhibits, of the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission. Requests for this Report should be
addressed to Investor Relations, Syms Corp, Syms Way, Secaucus, New Jersey
07094.
Your cooperation in giving this matter your immediate attention and
returning your proxies will be appreciated.
By Order of the Board of Directors
Antone F. Moreira
Assistant Secretary
June 14, 2002
13
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SYMS CORP
Annual Meeting of Stockholders July 18, 2002
The undersigned stockholder of Syms Corp (the "Company"), hereby appoints
Sy Syms and Marcy Syms, and each of them (with full power to act without the
other) proxies with full power of substitution, to vote all shares of the
Company held by the undersigned at the Annual Meeting of Stockholders of the
Company (receipt of a copy of the Notice of such meeting and Proxy Statement
being acknowledged) on July 18, 2002 at 10:30 a.m., at the offices of Syms Corp,
Syms Way, Secaucus, New Jersey 07094, upon the following matters and upon such
other business as may properly come before the meeting and any and all
adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued and to be dated and signed on the reverse side)
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|SEE REVERSE|
| SIDE |
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[X] Please mark your
votes as in this
example.
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FOR all nominees WITHHELD
listed at right AUTHORITY
(except as marked to to vote for all
the contrary below) nominees listed at right
1. Election of ----- -----
Directors | | | |
----- -----
Nominees: Sy Syms
Marcy Syms
Antone F. Moreira
Harvey a. Weinberg
David A. Messer
Wilbur L. Ross. Jr.
INSTRUCTIONS: To withhold to vote for any individual nominee, write that
nominee, write that nominee's name in the space provide below.
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FOR AGAINST ABSTAIN
2. To approve the appointment of Deloitte ----- ----- -----
& Touche LLP as independent accountants | | | | | |
of the Company for fiscal year 2002. ----- ----- -----
3. In accordance with their best judgment
with respect to any other business that may
properly come before the meeting or any
and all adjournments thereof.
IN THE ABSENCE OF CONTRARY INSTRUCTIONS AS PROVIDED ABOVE, THIS PROXY WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES AND, FOR PROPOSAL 2. ON
ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING THIS PROXY WILL BE VOTED
IN THE DISCRETION OF THE ABOVE-NAMED PERSONS.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such shares and hereby ratifies and confirms all
that the above-named individuals or any of them or their duly appointed
substitute or substitutes, may do by virtue hereof.
SIGNATURE(S)_____________________________________________ DATE:___________, 2002
(NOTE: Please sign exactly as your name or names appear on the stock
certificate, and when signing as attorney, executor, administrator,
trustee or guardian, give full title as such. If the signer is a
corporation, sign the full corporate name by duly authorized officer.)
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