SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MOTHERS WORK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the 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: _____________________________________________________________
[LOGO]
456 NORTH FIFTH STREET
PHILADELPHIA, PENNSYLVANIA 19123
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 1999
---------------------------
To the Stockholders of Mothers Work, Inc.:
The Annual Meeting of Stockholders of Mothers Work, Inc., a Delaware
corporation (the "Company") will be held at 9:00 a.m., local time, on January
22, 1999 at the Company's corporate headquarters, 456 North Fifth Street,
Philadelphia, Pennsylvania, for the following purposes:
1. To elect three directors of the Company;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the fiscal year ending September 30, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of the Common Stock at the close of business on December 15,
1998 are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof. Such stockholders may vote in person or
by proxy. The stock transfer books of the Company will not be closed. The
accompanying form of proxy is solicited by the Board of Directors of the
Company.
By Order of the Board of Directors
/s/ Dan W. Matthias
------------------------------
Dan W. Matthias
Chairman of the Board and
Chief Executive Officer
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU ARE
CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE SELF-ADDRESSED ENVELOPE, ENCLOSED FOR YOUR CONVENIENCE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DECIDE TO ATTEND THE
MEETING AND WISH TO VOTE IN PERSON, YOU MAY REVOKE YOUR PROXY BY WRITTEN NOTICE
AT THAT TIME.
December 18, 1998
[LOGO]
456 NORTH FIFTH STREET
PHILADELPHIA, PENNSYLVANIA 19123
---------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JANUARY 22, 1999
---------------------------
This Proxy Statement, which is first being mailed to stockholders on
approximately December 18, 1998, is furnished in connection with the
solicitation by the Board of Directors of Mothers Work, Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), to be held at 9:00 a.m. on January 22, 1999 at the Company's
corporate headquarters, 456 North Fifth Street, Philadelphia, Pennsylvania, and
at any adjournments or postponements thereof. If proxies in the accompanying
form are properly executed and returned prior to voting at the meeting, the
shares of the Company's Common Stock (the "Common Stock") represented thereby
will be voted as instructed on the proxy. If no instructions are given on a
properly executed and returned proxy, the shares of the Common Stock represented
thereby will be voted for the election of the nominees for director named below,
for the ratification of the appointment of Arthur Andersen LLP as independent
auditors, and in support of management on such other business as may properly
come before the Annual Meeting or any adjournments thereof. Any proxy may be
revoked by a stockholder prior to its exercise upon written notice to the
Secretary of the Company, by delivering a duly executed proxy bearing a later
date, or by the vote of a stockholder cast in person at the Annual Meeting.
VOTING
Holders of record of the Common Stock on December 15, 1998 will be entitled
to vote at the Annual Meeting or any adjournments or postponements thereof. As
of that date, there were 3,608,747 shares of Common Stock outstanding and
entitled to vote. The presence, in person or by proxy, of holders of Common
Stock entitled to cast at least a majority of the votes which all holders of the
Common Stock are entitled to cast will constitute a quorum for purposes of the
transaction of business. Each share of Common Stock entitles the holder thereof
to one vote on the election of the nominee for director and on any other matter
that may properly come before the Annual Meeting. Stockholders are not entitled
to cumulative voting in the election of directors. Directors are elected by the
affirmative vote of a plurality of the votes of the shares entitled to vote,
present in person or represented by proxy, and votes may be cast in favor of or
withheld from each director nominee. Votes that are withheld from a director
nominee will be excluded entirely from the vote for such nominee and will have
no effect thereon. Abstentions and broker non-votes (described below) are
counted in determining whether a quorum is present. Abstentions with respect to
any proposal other than the election of directors will have the same effect as
votes against the proposal, because approval requires a vote in favor of the
proposal by a majority of the shares entitled to vote, present in person or
represented by proxy. Broker
non-votes, which occur when a broker or other nominee holding shares for a
beneficial owner does not vote on a proposal because the beneficial owner has
not checked one of the boxes on the proxy card, are not considered to be shares
"entitled to vote" (other than for quorum purposes), and will therefore have no
effect on the outcome of any of the matters to be voted upon at the Annual
Meeting.
The cost of solicitation of proxies by the Board of Directors will be borne
by the Company. Proxies may be solicited by mail, personal interview, telephone
or telegraph and, in addition, directors, officers and regular employees of the
Company may solicit proxies by such methods without additional remuneration.
Banks, brokerage houses and other institutions, nominees or fiduciaries will be
requested to forward the proxy materials to beneficial owners in order to
solicit authorizations for the execution of proxies. The Company will, upon
request, reimburse such banks, brokerage houses and other institutions, nominees
and fiduciaries for their expenses in forwarding such proxy materials to the
beneficial owners of the Common Stock.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Board of Directors is divided into three classes, with
staggered three-year terms. Currently, the Board has eight members. Unless
otherwise specified in the accompanying proxy, the shares voted pursuant thereto
will be cast for Rebecca C. Matthias, Verna K. Gibson and Joseph A. Goldblum,
for terms expiring at the Annual Meeting of Stockholders to be held following
fiscal 2001 (the "2002 Annual Meeting"). If, for any reason, at the time of
election, any of the nominees named should decline or be unable to accept his
nomination or election, it is intended that such proxy will be voted for the
election, in the nominee's place, of a substituted nominee, who would be
recommended by the Board of Directors. The Board of Directors, however, has no
reason to believe that any of the nominees will be unable to serve as a
director.
The following biographical information is furnished as to each nominee for
election as a director and each of the current directors:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT 2002 ANNUAL MEETING
Rebecca C. Matthias, 45, founded the Company in 1982 and has served as a
director of the Company and its President since its inception. Since January
1993, Ms. Matthias has served as the Company's Chief Operating Officer. Prior to
1982, she was a construction engineer for the Gilbane Building Company. In 1992,
she was chosen as "Regional Entrepreneur of the Year" by Inc. Magazine and
Merrill Lynch. Ms. Matthias also serves as a member of the Board of Trustees of
Drexel University.
Verna K. Gibson, 56, became a director of the Company in May 1992. From
1985 to 1991, Ms. Gibson was President and Chief Executive Officer of the
Limited Stores Division of Limited, Inc. From January 1991 to 1995 she was
President of Outlook Consulting Int., Inc. From December 1994 to July 1996, Ms.
Gibson was the Chairman of the Board of Petrie Retail, Inc. On October 12, 1995,
Petrie Retail, Inc. filed a petition under Chapter 11 of the Bankruptcy Code.
Ms. Gibson is currently a partner of Retail Options, Inc., a New York based
retail consulting firm, which was formed in 1993. Ms. Gibson is a past director
of the Cleveland Federal Reserve Board and serves on the Boards of Directors of
Today's Man, Inc., Chicos Fas, Inc., The Caldor Corporation and the National
Retail Federation.
Joseph A. Goldblum, 49, has been a director of the Company since 1989. Mr.
Goldblum has been President of G-II Equity Investors, Inc. a general partner of
G-II Family Partnership L.P. since May 1989. He was also Of Counsel with the law
firm of Goldblum & Hess from May 1989 to December 1996. From May 1985 to April
1989, Mr. Goldblum was Senior Vice President - Operations for McKesson Drug
Corporation.
2
MEMBER OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT 2000 ANNUAL MEETING
Walter F. Loeb, 73, became a director of the Company on June 5, 1995. Mr.
Loeb is President of Loeb Associates Inc., a New York based retail consultancy
company that has served a variety of domestic and international companies since
its founding in February 1990. Mr. Loeb is also the publisher of "Loeb Retail
Letter," a monthly analysis of the retail industry. From 1974 until the founding
of his company, Mr. Loeb had been a senior retail analyst at Morgan Stanley &
Co. Incorporated, and in 1984 became a principal of the same company. He also
has held various positions with the May Company, Allied Stores and Macy's. He
currently is a director of Gymboree Corporation, Wet Seal, Federal Realty
Investment Trust and InterTAN, Inc.
William A. Schwartz, Jr., 59, became a director of the Company on August
28, 1998. Mr. Schwartz is President and Chief Executive Officer of U.S. Vision,
a retailer of optical products and services. From 1989 through 1995, Mr.
Schwartz was the President and Chief Executive Officer of Royal Optical, a Texas
based corporation. Mr. Schwartz currently is a director of U.S. Vision and
Commerce Bank.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT 2001 ANNUAL MEETING
Dan W. Matthias, 55, joined the Company on a full-time basis in 1982 and
has served as Chairman of the Board since its inception. From 1983 to 1993 he
served as the Company's Executive Vice President, and since January 1993, Mr.
Matthias has been the Company's Chief Executive Officer. He had previously been
involved in the computer and electronics industry, serving as a director of
Zilog, Inc. and serving as the President of a division of a subsidiary of Exxon
Corporation.
William L. Rulon-Miller, 50, became a director of the Company in 1992. Mr.
Rulon-Miller is currently Co-Director of Investment Banking of Janney Montgomery
Scott Inc., an investment banking firm with which he has held several positions
since 1979. Mr. Rulon-Miller is also a director of Intelligent Electronics,
Inc., Metrologic Instruments, Inc., The JPM Company and Penn Janney Fund, Inc.
Elam M. Hitchner, III, 52, became a director of the Company in January
1994. Mr. Hitchner has been engaged in the private practice of law since 1971.
Since May 1992, Mr. Hitchner has been a partner of the law firm of Pepper
Hamilton LLP, Philadelphia, Pennsylvania, which provides legal services to the
Company. From April 1987 to May 1992, Mr. Hitchner was a partner of the law firm
of Braemer Abelson & Hitchner, which also provided legal services to the
Company. See "Certain Transactions."
Other than the husband and wife relationship between Dan and Rebecca
Matthias, there are no family relationships among any of the other directors of
the Company.
COMMITTEES AND MEETINGS OF
THE BOARD OF DIRECTORS
During the fiscal year ended September 30, 1998, the Board of Directors
held seven meetings. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and committees of the Board
of Directors on which he or she served.
During the fiscal year ended September 30, 1998 the Audit Committee, which
currently consists of Mr. Loeb, Chairman, Mr. Hitchner and Mr. Rulon-Miller held
five meetings. The function of the Audit Committee is to assist the Board of
Directors in preserving the integrity of the financial information published by
the Company through the review of financial and accounting control and policies,
financial reporting requirements, alternative accounting principles that could
be applied and the quality and effectiveness of the independent accountants.
3
During the fiscal year ended September 30, 1998, the Compensation
Committee, which consists of Mr. Goldblum, Chairman, Mr. Matthias and Ms. Gibson
held two meetings. The Compensation Committee considers recommendations of the
Company's management regarding compensation, bonuses and fringe benefits of the
executive officers of the Company, and determines whether the recommendations of
management are consistent with general policies, practices, and compensation
scales established by the Board of Directors. A subcommittee (Ms. Gibson and Mr.
Goldblum) of the Compensation Committee considers management's proposals
regarding stock option grants and their consistency with policies established by
the Board of Directors, and, in general, administers the Company's 1987 Stock
Option Plan, as amended and restated (the "Restated Stock Option Plan").
During the fiscal year ended September 30, 1998, the Nominating Committee,
which consists of Ms. Matthias, Chairman, Mr. Goldblum and Mr. Hitchner, held
one meeting. The Nominating Committee functions include establishing the
criteria for selecting candidates for nomination to the Board of Directors;
actively seeking candidates who meet those criteria; and making recommendations
to the Board of Directors of nominees to fill vacancies on, or as additions to,
the Board of Directors. The Nominating Committee will consider nominees for
election to the Board of Directors that are recommended by stockholders provided
that a complete description of the nominees' qualifications, experience and
background, together with a statement signed by each nominee in which he or she
consents to act as such, accompany the recommendations. Such recommendations
should be submitted, in writing to the attention of the Chairman of the Board of
Directors, and should not include self-nominations.
COMPENSATION OF DIRECTORS
The Company pays each director, other than the Matthias' and Mr. Hitchner,
a retainer of $3,000 per quarter. In addition, each director is paid $1,500 for
each Board meeting, and $500 for each Committee meeting, attended by such
director in person. Upon conclusion of each Annual Meeting of Stockholders, the
Company grants each director other than the Matthias' options to purchase 2,000
shares of the Common Stock pursuant to the Company's 1994 Director Stock Option
Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, "Reporting
Persons"), to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of the Common Stock and other
equity securities of the Company. Reporting Persons are additionally required to
furnish the Company with copies of all Section 16(a) forms they file.
Donald W. Ochs, the Company's Senior Vice President - Operations, filed
three Forms 4 late with respect to five transactions. One of the late Forms 4
was with respect to three transactions. The other two late Forms 4 were each
with respect to one transaction. The following directors and executive officers
of the Company filed Forms 5 late: Daniel W. Matthias, Rebecca C. Matthias,
Verna K. Gibson, Joseph A. Goldblum, Elam M. Hitchner, III, Walter F. Loeb,
William Rulon-Miller, Thomas Frank, Lynne M. Wieder, and Donald W. Ochs. Other
than as specified, to the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations of
Reporting Persons that no other reports were required with respect to fiscal
1998, all Section 16(a) filing requirements applicable to the Reporting Persons
were complied with.
4
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
GENERAL
The Compensation Committee of the Board of Directors consists of Joseph A.
Goldblum, Chairman, Dan W. Matthias(1), and Verna Gibson. Under the supervision
of the Compensation Committee, the Company has developed and implemented
compensation policies, plans and programs which seek to enhance the
profitability of the Company, and thus stockholder value, by aligning the
financial interests of the Company's senior management with those of its
stockholders. Annual base salary and longer term incentive compensation provide
an important incentive in attracting and retaining corporate officers and other
key employees and motivating them to perform to the full extent of their
abilities in the best long-term interests of the stockholders.
The Company's executive compensation program consists of two key elements:
(1) an annual component, i.e., base salary and annual bonus and (2) a long-term
component, i.e., stock options. Executive compensation levels are determined in
connection with a review of compensation levels at comparable publicly held
companies. The Compensation Committee has determined that a compensation package
that contains long-term stock based incentives is appropriate for the Company's
goals of sustainable growth and enhanced shareholder value.
Based on this philosophy, a meaningful portion of the senior executives'
annual bonus and stock options is designed to be linked to the increase of the
Company's earnings per share ("EPS") over the prior fiscal year. This will lead
to the creation of value for the Company's stockholders in both the short and
long term. Under this pay-for-performance orientation:
o executives are motivated to improve the overall performance and
profitability of the Company; and
o accountability is further encouraged through the adjustment of salaries
and incentive awards on the basis of each executive's individual performance,
potential and contribution.
The policies with respect to each element of the compensation package, as
well as the basis for determining the compensation of the Chief Executive
Officer and President, Dan and Rebecca Matthias, respectively, are described
below.
1. Annual Component: Base Salary and Annual Bonus
Base Salary: Base salary represents compensation for discharging job
responsibilities and reflects the executive officer's performance over time.
Peer salaries for comparable positions are used as reference points in setting
salary opportunities for executive officers. The Company's overall goal is to
approximate the median salaries paid by the peer group assuming comparability of
such factors as position, responsibilities and tenure.
Individual salary adjustments take into account the Company's salary
increase guidelines for the year and individual performance contributions for
the year, as well as sustained performance contributions over a number of years
and significant changes in responsibilities, if any. The assessment of
individual performance contributions is subjective and does not reflect the
Company's performance.
Annual Bonus: Annual bonuses are generally based on the Company's
performance and management's performance against specified goals established by
senior management and the Compensation Committee. The annual bonuses for the
Chief Executive Officer and President are based on performance against their
goals and the Company's EPS. The maximum cash bonus can be attained by
increasing EPS by 35% over the prior fiscal year. Notwithstanding the foregoing,
the Compensation
- ------------------
1. Dan Matthias, Chairman of the Board and Chief Executive Officer, abstains
from voting on issues pertaining to his personal compensation and Rebecca
Matthias' compensation.
5
Committee has the discretion to increase the annual bonus in any given year to
take into account what it deems to be extraordinary events.
2. Long Term Component: Stock Options
To align stockholder and executive officer interests, the long-term
component of the Company's executive compensation program uses grants whose
value is related to the value of the Common Stock. Stock options are granted to
reinforce the importance of improving stockholder value over the long-term, and
to encourage and facilitate the executive's stock ownership. Under the Restated
Stock Option Plan, options to purchase Common Stock are available for grant to
directors, officers and other key employees of the Company. Stock options are
granted at 100% of the fair market value of the Common Stock on the date of the
grant to ensure that the executives can only be rewarded for appreciation in the
price of the Common Stock when the Company's stockholders are similarly
benefitted. Stock options are exercisable up to ten years from the date granted.
The stock options generally vest over a five year period, although some stock
options vest immediately. While all executives are eligible to receive stock
options, participation in each annual grant, as well as the size of the grant
each participating executive receives, is contingent on the increase in the EPS
over the prior fiscal year. Notwithstanding the foregoing, the Compensation
Committee has the discretion to increase the annual grant of options in any
given year to take into account what it deems to be extraordinary events.
CHIEF EXECUTIVE OFFICER AND PRESIDENT COMPENSATION
In fiscal 1998, the annual base salary for Dan W. Matthias, Chairman of the
Board and Chief Executive Officer, and Rebecca C. Matthias, President and Chief
Operating Officer, increased from $275,000 to $325,000. The fiscal 1998 base
salary is comparable with the salaries of senior management of publicly-held
companies of comparable size in the retail clothing industry.
The Matthias compensation package as set forth in their respective
employment agreements consists of two elements: (1) an annual component
consisting of base salary and cash bonus and (2) a long term component
consisting of stock options. It is the practice of the Committee to meet with
senior management at the beginning of each fiscal year and agree upon priority
goals for that year. Management's performance can then be measured against
attainment of such goals. The goals for fiscal 1998 contained criteria such as
meeting certain financial goals and further development of the senior management
team.
The revenue goal established by the committee for fiscal 1998 was achieved,
but the large write-downs and operating losses associated with the closing of
the Episode business made the attainment of many of the financial performance
goals impossible. The Committee in its compensation recommendation to the Board,
took into account that the Episode business constituted only approximately 15%
of the Company's revenue, and that very positive results were achieved for the
core maternity business. Specifically in the core maternity business: net
revenues increased 18.8% over fiscal 1997; comparable store revenues increased
13.4% over fiscal 1997; asset management including inventory turnover
significantly improved; and each store concept showed markedly improved
financial performance. It was also significant that these results were achieved
during a period that the Company was dealing with the turmoil associated with
the closing of the Episode division (e.g. layoffs that reduced corporate
overhead). Based on the very positive results achieved in the core maternity
business and tempered by the negative effects of the Episode closure and
operations on the Company's overall financial performance, the Committee used
its discretion to override the formula contained in the Employment Agreements
and recommended to the Board to grant each of the Matthiases an annual cash
bonus of $85,000 and stock options to purchase 25,000 shares. The Board approved
the Committee's recommendations at its meeting on July 23, 1998.
THE COMPENSATION COMMITTEE
Joseph A. Goldblum, Chairman
Dan W. Matthias
Verna Gibson
6
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years ended September 30,
1996, 1997 and 1998 certain compensation information with respect to the
Company's Chief Executive Officer and the other Company officers named therein.
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS
----------------------------------------- -------------------------
SECURITIES PAYOUTS
OTHER RESTRICTED UNDERLYING -----------
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS/ LTIP
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARD(S) ($) SARS (#) PAYOUTS ($)
- ----------------------- ---- ---------- --------- ---------------- ------------ ---------- -----------
Dan W. Matthias 1998 325,000 85,000 -- -- 25,000 --
Chairman and Chief 1997 275,000 90,000 -- -- 25,000 --
Executive Officer 1996 220,350 -- -- -- -- --
Rebecca C. Mathias 1998 325,000 85,000 -- -- 25,000 --
President and Chief 1997 272,885 90,000 -- -- 25,000 --
Operating Officer 1996 217,885 -- -- -- -- --
Lynne M. Wieder 1998 240,192 40,000 -- -- 7,000 --
Senior Vice President 1997 208,129 60,000(1) -- -- 15,000(1) --
- Sales 1996 188,085 -- -- -- -- --
Thomas Frank 1998 218,479 40,000 -- -- 7,000 --
Vice President - 1997 177,856 50,000(1) -- -- 15,000(1) --
Finance and Chief 1996 158,646 -- -- -- -- --
Financial Officer
Donald W. Ochs 1998 302,500 40,000 -- -- 5,000 --
Senior Vice President 1997 275,806 70,000(1) -- -- 17,000(1) --
- Operations 1996 256,799 -- -- -- 20,000 --
NAME AND PRINCIPAL ALL OTHER
POSITION COMPENSATION ($)
- ----------------------- ----------------
Dan W. Matthias --
Chairman and Chief --
Executive Officer --
Rebecca C. Mathias --
President and Chief --
Operating Officer --
Lynne M. Wieder --
Senior Vice President --
- Sales --
Thomas Frank --
Vice President - --
Finance and Chief --
Financial Officer
Donald W. Ochs --
Senior Vice President --
- Operations --
- ------------------
(1) Includes annual bonus compensation and stock option grants for fiscal 1996
performance in the following amounts: Lynne M. Wieder - $20,000 bonus,
options to purchase 8,000 shares; Thomas Frank - $20,000 bonus, options to
purchase 8,000 shares; Donald W. Ochs - $40,000 bonus, options to purchase
12,000 shares.
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING LAST FISCAL YEAR
Under the Restated Stock Option Plan, options to purchase Common Stock are
available for grant to directors, officers and other key employees of the
Company. Options are also available for grant to directors under the Company's
1994 Director Stock Option Plan. The following table sets forth certain
information regarding options for the purchase of Common Stock that were awarded
to the Company's Chief Executive Officer and the other named Company officers
during fiscal 1998.
OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 1998
POTENTIAL REALIZABLE GAIN AT
PERCENT OF ASSUMED ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERMS
UNDERLYING EMPLOYEES EXERCISE COMPOUNDED ANNUALLY
OPTIONS IN LAST OR BASE EXPIRATION -----------------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% 10%
---- ----------- ------------- ------------ ---------- -- ---
Dan W. Matthias........ 25,000(1) 13.6% $ 9.125 1/15/2008 $209,640 $468,943
Rebecca C. Matthias.... 25,000(1) 13.6% $ 9.125 1/15/2008 $209,640 $468,943
Lynne M. Wieder........ 7,000(2) 3.8% $8.0625 10/31/2007 $ 66,137 $138,742
Thomas Frank........... 7,000(2) 3.8% $8.0625 10/31/2007 $ 66,137 $138,742
Donald W. Ochs......... 5,000(2) 2.7% $8.0625 10/31/2007 $ 47,241 $ 99,101
- ------------------
(1) Of this amount, options to purchase 25,000 shares were granted under the
Restated Stock Option Plan. These options are immediately vested upon grant.
(2) These options became exercisable as to 20% of the shares on October 31, 1998
and will become exercisable as to an additional 20% of such shares on
October 31 of each successive year, with full
7
vesting occurring on October 31, 2002. These options were granted under the
Restated Stock Option Plan and have a term of 10 years, subject to earlier
termination in certain circumstances related to termination of employment.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 1998 AND FISCAL YEAR 1998-END OPTION VALUES
The following table sets forth certain information regarding options for
the purchase of the Common Stock that were exercised and/or held by the
Company's Chief Executive Officer and the other named Company officers therein:
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END AT FY-END ($)
SHARES -------------- ----------------------
ACQUIRED ON VALUE # EXERCISABLE/ $ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- -------------- ----------------------
Dan W. Matthias........................ - - 110,905/ - 40,625/ -
Rebecca C. Matthias.................... - - 110,905/ - 40,625/ -
Lynne M. Wieder........................ - - 24,589/25,411 63,347/25,012
Thomas Frank........................... - - 19,577/23,423 102,354 /24,424
Donald W. Ochs......................... - - 10,400/31,600 1,800/20,638
TEN-YEAR OPTION REPRICINGS
The following table sets forth all option repricings undertaken by the
Company within the last ten fiscal years with respect to options held by any
current or former executive officer of the Company.
NUMBER OF
SECURITIES
UNDERLYING MARKET PRICE
OPTIONS OF STOCK AT EXERCISE PRICE LENGTH OF ORIGINAL
REPRICED TIME OF AT TIME OF NEW OPTION TERM REMAINING
OR REPRICING OR REPRICING OR EXERCISE AT DATE OF REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
---- ---- ---------- ------------ -------------- -------- -----------------------
Donald W. Ochs 11/20/95 20,000 $13.50 $14.25 $13.50 9 years
Senior Vice President
- Operations.........
Robert E. Pollock 1/6/95 12,000 $10.25 $17.75 $10.25 9 years
Vice President - Real
Estate...............
Vana Longwell 1/6/95 18,000 $10.25 $12.875 $10.25 9 years
Vice President -
Merchandising........
8
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the Company's cumulative total stockholder return
on the Common Stock for the period (September 30, 1993 to September 30, 1998)
from the date the Company's Common Stock commenced trading on the Nasdaq
National Market to September 30, 1998, with the cumulative total return of the
Standard & Poor's 500 Stock Index and the Standard and Poor's Retail Stores
Composite Index. The comparison assumes $100 was invested on March 15, 1993 in
the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
[GRAPHIC]
In the printed version of the document, a line graph appears which depicts
the following plot points:
Label A B C
- -------------------------------------------------------------------------------
Label Mothers Work, Inc. S&P 500 Index Retail Composite
- -------------------------------------------------------------------------------
1 9/30/93 100 100 100
- -------------------------------------------------------------------------------
2 9/30/94 110 100.56 97.78
- -------------------------------------------------------------------------------
3 9/30/95 130 127.02 104.03
- ------------------------------------------------------------------------------
4 9/30/96 108 149.38 122.1
- -------------------------------------------------------------------------------
5 9/30/97 106 205.88 159.1
- -------------------------------------------------------------------------------
6 9/30/98 86 221.04 194.61
- -------------------------------------------------------------------------------
9
EMPLOYMENT AGREEMENTS
The Company is a party to written employment agreements (the "Employment
Agreements") with both Dan and Rebecca Matthias which expire on September 30,
2001, unless earlier terminated pursuant to the terms of the Employment
Agreements. The term of each Employment Agreement automatically extends for
successive one year periods extending the expiration date into the third year
after the extension, unless either the Company or the executive gives written
notice to the other party that the term will not so extend. Under the Employment
Agreements, the Company has agreed to nominate the Matthias' as directors and to
use its best efforts to cause them to be elected as directors. The base salary
of each executive for fiscal 1999 is $350,000 per year, and the base salary will
increase each year during the term in an amount determined by the Compensation
Committee of the Board of Directors, but in any event no less than the rate of
inflation. Following each year of the term, the executive will receive a bonus
of between $0 and $200,000 and up to 60,000 immediately vested stock options
with a fair market value exercise price, based upon a formula relating to the
percentage increase, if any, of the EPS before extraordinary items for the
fiscal year just ended, compared to the highest level of EPS before
extraordinary items ever attained by the Company in any previous fiscal year.
The Compensation Committee retains the discretion to increase the executives'
bonuses and to grant additional options if such Committee deems it to be
appropriate.
The Employment Agreements provide that for one year following the
termination of employment of either executive (other than for "good reason" or
upon a "change of control" of the Company, as such terms are defined in the
Employment Agreements) the executive shall not compete with the Company or
solicit the Company's suppliers or employees. If the employment of either
executive is terminated by the Company without cause or by the executive for
good reason or following a change of control, (i) the executive is entitled to
receive a lump sum severance payment equal to three years of base salary and the
maximum amount of cash and option bonus compensation and fringe benefits which
would have been paid or made available to the executive during the three years
following such termination, (ii) all stock options held by the terminated
executive will become immediately vested, and the executive may require the
Company to repurchase all such stock options at a price equal to the excess of
the closing price of the Common Stock over the exercise price of the options,
and (iii) the executive is entitled to cause the Company to register all shares
owned by the executive under the Securities Act of 1933, as amended, to the
extent they are not then registered, and the executive may additionally include
his or her shares in future registrations filed by the Company. In the event of
a termination by the Company for cause or by the executive without good reason,
the executive will not be entitled to any further base salary or bonus
compensation, and all unvested options then held by the executive will be
automatically canceled. In the event of a termination by the Company because of
a disability, the executive shall continue to receive base salary and cash bonus
and option compensation and fringe benefits during the three years following
such termination, at 50% of the levels the executive would have received if the
executive's employment had been terminated by the Company without cause, as
described above, less any payments received by the executive under any long term
disability or life insurance provided by the Company.
10
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of December 11, 1998, except
as otherwise noted, with respect to the beneficial ownership of shares of the
Common Stock by each person who is known to the Company to be the beneficial
owner of more than five percent of the outstanding Common Stock, by each
director or nominee for director, by each of the officers named on the Summary
Compensation Table, and by all directors and executive officers as a group.
Unless otherwise indicated, each person has sole voting power and sole
investment power.
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER (a) BENEFICIAL OWNERSHIP OF CLASS
---------------------------------------- -------------------- --------
Dan W. and Rebecca C. Matthias........................... 769,220(b) 21.3%
Thomas Frank............................................. 19,989(c) *
Verna K. Gibson.......................................... 41,945(d) 1.2%
Joseph A. Goldblum....................................... 154,834(e) 4.3%
Elam M. Hitchner, III.................................... 42,000(f) 1.2%
Walter F. Loeb........................................... 10,000(g) *
Donald W. Ochs........................................... 22,800(h) *
William L. Rulon-Miller.................................. 164,186(i) 4.6%
William A. Schwartz, Jr.................................. 2,000(j) *
Lynne M. Wieder.......................................... 31,201(k) *
Dimensional Fund Advisors, Inc........................... 295,700(l) 8.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp................................................. 314,100(m) 8.7%
82 Devonshire Street
Boston, MA 02109
Fleming Capital Management, Inc.......................... 185,000 5.1%
320 Park Avenue, 11th Floor
New York, NY 10022
Foremark Investments, Ltd................................ 217,365(n) 6.0%
c/o Madeline Wong
21 South End Avenue,
Penthouse 1C
New York, NY 10280
Massachusetts Financial.................................. 202,000(o) 5.6%
Services Company
500 Boylston Street
Boston, MA 02116
Meridian Venture Partners................................ 374,645 10.4%
259 Radnor-Chester Rd.
Radnor, PA 19087
Oakmont Capital, Inc..................................... 259,000(p) 7.2%
112 St. Clair Avenue West
Suite 504
Ontario, Canada M4V 2Y3
All directors and officers as a group (11 persons) 1,258,175(q) 34.9%
- ------------------
11
* Less than 1% of the outstanding Common Stock.
(a) Except as otherwise indicated, the address of each person named in the
table is: c/o Mothers Work, Inc., 456 North Fifth Street, Philadelphia,
Pennsylvania 19123.
(b) Includes 135,905 shares and 135,905 purchasable shares, respectively, upon
exercise of stock options by Dan and Rebecca Matthias (or a total of
271,810 shares). Except for the shares purchasable upon exercise of stock
options, Dan and Rebecca Matthias are husband and wife and beneficially own
the shares indicated jointly.
(c) Includes 14,309 shares purchasable upon the exercise of options.
(d) Includes 12,000 shares purchasable upon exercise of stock options
(including 2,000 shares expected to be granted under the Company's 1994
Director Stock Option Plan upon completion of the 1999 Annual Meeting,
subject to Ms. Gibson's re-election as a director).
(e) Includes 53,010 shares owned by G-II Family Partnership L.P. Mr. Goldblum
is general partner of G-II Family Partnership L.P. and may be deemed to be
a beneficial owner of such shares. Also includes 12,000 shares purchasable
upon exercise of stock options (including 2,000 shares expected to be
granted under the Company's 1994 Director Stock Option Plan upon completion
of the 1999 Annual Meeting, subject to Mr. Goldblum's re-election as a
director); 26,100 shares held as custodian or in trust for members of Mr.
Goldblum's family; and 17,880 shares held by Mr. Goldblum as custodian for
the benefit of three of the Matthias' children.
(f) Includes 12,000 shares purchasable upon exercise of stock options
(including 2,000 shares expected to be granted under the Company's 1994
Director Stock Option Plan upon completion of the 1999 Annual Meeting).
(g) Includes 10,000 shares purchasable upon exercise of stock options
(including 2,000 shares expected to be granted under the Company's 1994
Director Stock Option Plan upon completion of the 1999 Annual Meeting).
(h) Includes 17,800 shares purchasable upon exercise of stock options.
(i) Includes 152,186 shares beneficially owned by Penn Janney Fund, Inc. Mr.
Rulon-Miller is director of Penn Janney Fund, Inc. and may be deemed to be
a beneficial owner of such shares. Also includes 12,000 shares purchasable
upon exercise of stock options (including 2,000 shares expected to be
granted under the Company's 1994 Director Stock Option Plan upon completion
of the 1999 Annual Meeting).
(j) Includes 2,000 shares expected to be granted under the Company's 1994
Director Stock Option Plan upon completion of the 1999 Annual Meeting.
(k) All shares purchasable upon exercise of stock options.
(l) Based on information provided by Dimensional Fund Advisors Inc.
("Dimensional") as of September 30, 1998, all of these shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company (the "Fund"), or in series of The DFA Investment Trust
Company, a Delaware business trust (the "Trust"), or the DFA Group Trust
and the DFA Participating Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
Dimensional has sole dispositive power over all such shares and sole voting
power with respect to 192,800 of such shares. Persons who are officers of
Dimensional are also officers of the Fund and the Trust, in their capacity
as such, these persons vote 33,700 shares which are owned by the Fund and
69,200 shares which are owned by the Trust (both included in the 295,700
total).
(m) Based on information provided by FMR Corp. as of September 30, 1998, all of
such shares are beneficially owned by Fidelity Management & Research
Company ("Fidelity"), as investment advisor to VIP High Income Portfolio
(the "Fund"), a registered investment company. FMR Corp., through its
control of Fidelity and the Fund has the control to dispose of the shares,
as does the Fund. FMR Corp. does not have voting power over these shares,
which resides with the Board of Trustees of the Fund.
(n) Based on the Schedule 13G filed with the Securities and Exchange Commission
on December 2, 1998, Foremark Investments Ltd. is the record owner of all
of the shares; Madeline Wong is the owner of all of the voting and equity
securities of Foremark. Such shares do not include 42,000 shares owned by
John Charlton, the husband of Madeline Wong.
12
(o) Based on information provided by Massachusetts Financial Services Company
("MFS") as of November 30, 1998, these shares are held for investment
purposes by MFS Emerging Growth Fund (a series of MFS Series Trust II) and
other accounts for which MFS serves as investment adviser.
(p) Based on the Schedule 13D/A filed with the Securities and Exchange
Commission on November 19, 1998, all of such shares may be deemed to be
beneficially owned by Oakmont Capital Inc. ("Oakmont"). Oakmont is a part
of a group (the "Group") which also includes E.J.K. Real Estate Services
Limited, Inc. ("EJK") and 1272562 Ontario, Inc. ("1272562"), Gregory P.
Hannon and Terence M. Kavanagh. Oakmont has sole voting power and sole
dispositive power with respect to 173,800 of such shares. EJK and 127652
each own 50 percent of the voting stock of Oakmont and have shared voting
power and shared dispositive power with respect to the shares owned by
Oakmont. Mr. Kavanagh owns all of the capital stock in EJK, and Mr. Hannon
owns all of the capital stock of 1272562. EJK, 1272562, Mr. Kavanagh, and
Mr. Hannon also have sole voting power and sole dispositive power as to
shares not directly owned by Oakmont.
(q) Includes the following number of shares owned by affiliates of the
following directors, which may be deemed to be beneficially owned by the
directors: Joseph A. Goldblum - 53,010 and William L. Rulon-Miller -
152,186 shares. Also includes the following number of shares purchasable
upon the exercise of stock options owned (or which may be deemed to be
owned) by the following persons: Verna K. Gibson - 12,000, Joseph A.
Goldblum - 12,000, Elam M. Hitchner, III - 12,000, Walter F. Loeb - 10,000,
Dan W. Matthias - 135,905 , Rebecca C. Matthias - 135,905 , William L.
Rulon-Miller - 12,000, William A. Schwartz, Jr. - 2,000, Thomas Frank -
14,039 , Donald W. Ochs - 17,800 and Lynne M. Wieder - 31,201.
CERTAIN TRANSACTIONS
Elam M. Hitchner, III is a partner of the law firm of Pepper Hamilton LLP
which provides legal services to the Company.
RATIFICATION OF
APPOINTMENT OF AUDITORS
(PROPOSAL 2)
The Board of Directors has selected Arthur Andersen LLP ("Arthur
Andersen"), independent public accountants, to audit the consolidated financial
statements of the Company for the fiscal year ending September 30, 1999 and
recommends that the stockholders ratify such selection. This appointment will be
submitted to the stockholders for ratification at the Annual Meeting.
The submission of the appointment of Arthur Andersen is not required by law
or by the By-laws of the Company. The Board of Directors is nevertheless
submitting it to the stockholders to ascertain their views. If the stockholders
do not ratify the appointment, the selection of other independent public
accountants will be considered by the Board of Directors. If Arthur Andersen
shall decline to accept or become incapable of accepting its appointment, or if
its appointment is otherwise discontinued, the Board of Directors will appoint
other independent public accountants.
A representative of Arthur Andersen is expected to be present at the Annual
Meeting, will have the opportunity to make a statement, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2 TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
SEPTEMBER 30, 1999.
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting. However, if any other matter properly comes before the meeting, or any
adjournment or postponement thereof, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment of the persons
named therein.
13
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended September 30, 1998 accompanies this Proxy Statement.
STOCKHOLDER PROPOSALS
Any proposal intended to be presented by a stockholder for action at the
2000 Annual Meeting must, in addition to meeting the stockholder eligibility and
other requirements of the Securities and Exchange Commission's rules governing
such proposals, be received not later than August 8, 1999 by the Vice President
- - Finance and Chief Financial Officer of the Company at the Company's principal
executive offices, 456 North Fifth Street, Philadelphia, Pennsylvania 19123, to
be eligible for inclusion in the Company's proxy materials for that meeting. In
addition, the execution of a proxy solicited by the Company in connection with
the 2000 Annual Meeting of Stockholders shall confer on the designated
proxyholder discretionary voting authority to vote on any shareholder proposal
which is not included in the Company's proxy materials for such meeting and for
which the Company has received notice later than October 3, 1999 at the above
listed address of its principal executive offices.
------------------------------
THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT
FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 1998. REQUESTS SHOULD BE DIRECTED TO THOMAS FRANK, VICE PRESIDENT - FINANCE
AND CHIEF FINANCIAL OFFICER, MOTHERS WORK, INC., 456 NORTH FIFTH STREET,
PHILADELPHIA, PENNSYLVANIA 19123.
By Order of the Board of Directors
/s/ Dan W. Matthias
------------------------------
Dan W. Matthias
Chairman of the Board and
Chief Executive Officer
Date: December 18, 1998
Philadelphia, Pennsylvania
14
MOTHERS WORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies, hereby appoints Dan W.
Matthias and Rebecca C. Matthias, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to vote,
as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares which the undersigned would be
entitled to vote at the Annual Meeting of the Stockholders of the Company to be
held on January 22, 1999, and at any adjournment or postponement thereof.
1. Election of Directors:
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY
to vote for the nominees listed below
Nominees: For a three-year term expiring at the 2002 Annual Meeting: Rebecca C.
Matthias, Verna K. Gibson and Joseph A. Goldblum.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE THE
NAME(S) OF SUCH NOMINEE(S) ON THE LINE BELOW.)
- --------------------------------------------------------------------------------
2. Ratification of appointment of Arthur Andersen LLP as independent
auditors for the Company for the fiscal year ending September 30, 1999:
/ / FOR / / AGAINST / / ABSTAIN
PLEASE DATE AND SIGN YOUR PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED ON THE REVERSE SIDE HEREOF, "FOR" RATIFICATION OF
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1999 AND "FOR" APPROVAL OF THE AMENDED AND
RESTATED STOCK OPTION PLAN. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY
WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
________________________________
Signature of Stockholder
________________________________
Signature of Stockholder
Dated: ________________________
NOTE: PLEASE SIGN THIS PROXY
EXACTLY AS NAME(S) APPEAR ON
YOUR STOCK CERTIFICATE. WHEN
SIGNING AS ATTORNEY-IN-FACT,
EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE ADD YOUR
TITLE AS SUCH, AND IF SIGNER IS
A CORPORATION, PLEASE SIGN WITH
FULL CORPORATE NAME BY A DULY
AUTHORIZED OFFICER OR OFFICERS
AND AFFIX THE CORPORATE SEAL.
WHERE STOCK IS ISSUED IN THE
NAME OF TWO (2) OR MORE PERSONS,
ALL SUCH PERSONS SHOULD SIGN.