-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aq5tgGj0q+QHZYfaTQ7rNXBdAJZ/oiLdkhqel5M5rC19WraXw7nVt4sSlgzE9urm Cno7nJcZa2cO4j0kJitJpA== 0000718916-95-000012.txt : 19951004 0000718916-95-000012.hdr.sgml : 19951004 ACCESSION NUMBER: 0000718916-95-000012 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951109 FILED AS OF DATE: 19951002 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON COAT FACTORY WAREHOUSE CORP CENTRAL INDEX KEY: 0000718916 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 221970303 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08739 FILM NUMBER: 95578058 BUSINESS ADDRESS: STREET 1: 1830 RTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093877800 DEF 14A 1 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 [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 Burlington Coat Factory Warehouse Corporation (Name of Registrant as Specified In Its Charter) Burlington Coat Factory Warehouse Corporation (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: Common Stock, $1.00 par value per share 2) Aggregate number of securities to which transaction applies: Proxy Statement for Annual Meeting of Stockholders to be held 11/09/95. On 8/31/95 there were 40,716,554 shares of Common Stock issued and outstanding. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: On 8/31/95 closing price on NYSE was $12.00 4) Proposed maximum aggregate value of transaction: N/A Set forth the amount on which the filing fee is calculated and state how it was determined. N/A [ ] 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: N/A 2) Form, Schedule or Registration No: N/A 3) Filing Party: N/A 4) Date Filed: N/A Page 1 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 1830 ROUTE 130 BURLINGTON, NEW JERSEY 08016 ___________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ____________________ You are cordially invited to attend the Annual Meeting of Stockholders of Burlington Coat Factory Warehouse Corporation (the "Company") to be held at 11:00 A.M., New Jersey time, on Thursday, November 9, 1995 at the offices of the Company, 1830 Route 130, Burlington, New Jersey 08016 for the following purposes: 1. To elect seven directors. 2. To vote on a proposal to ratify the appointment of Deloitte & Touche LLP as independent public accountants. 3. To transact such other business as may properly come before such meeting or any adjournments thereof. The Board of Directors has fixed the close of business on September 28, 1995 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. If you do not expect to be present at the meeting, but wish your shares to be voted, please sign and return the enclosed proxy which is solicited by, and on behalf of, the Board of Directors. Sincerely, Henrietta Milstein Secretary Burlington, New Jersey September 29, 1995 YOUR VOTE IS IMPORTANT You are urged to sign, date and mail your proxy promptly in the enclosed envelope. Page 2 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 1830 ROUTE 130 BURLINGTON, NEW JERSEY 08016 ________________________________ PROXY STATEMENT Approximate Mailing Date: September 29, 1995 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Burlington Coat Factory Warehouse Corporation (the "Company") to be voted at the Annual Meeting of Stockholders of the Company to be held on Thursday, November 9, 1995, at the offices of the Company, 1830 Route 130, Burlington, New Jersey 08016 at 11:00 o'clock in the morning, New Jersey time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Board of Directors has fixed the close of business on September 28, 1995, as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the forthcoming Annual Meeting of Stockholders or any adjournment thereof. Any person giving a proxy in the form accompanying this statement has the power to revoke it at any time prior to its exercise. A proxy may be revoked by attendance and voting at the meeting or by written notice to the Secretary of the Company received at the Company's offices at 1830 Route 130, Burlington, New Jersey 08016 prior to the date of the Annual Meeting. When proxies are returned properly executed, the shares represented thereby will be voted as directed in the executed proxy. The expenses for soliciting proxies for the forthcoming Annual Meeting of Stockholders are to be paid by the Company. Solicitation of proxies may be made by means of personal calls upon, or telephonic or telegraphic communications with, stockholders or their personal representatives by directors, officers and employees of the Company, who will not be specially compensated for such services. The Bylaws of the Company provide that, except as provided by law or by the Company's Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Neither Delaware law nor the Certificate of Incorporation of the Company provides for a different quorum for the matters to be submitted to a vote of the Stockholders at the forthcoming Annual Meeting of Stockholders. For the purposes of determining the presence of a quorum at the forthcoming Annual Meeting of Stockholders, all shares of stock represented by ballots or proxies presented at the meeting shall be Page 3 counted whether or not such ballots or proxies shall include stockholder directed abstentions or broker non-votes on one or more matters; provided, however, that a ballot or proxy presented by a broker on which it has indicated that it does not have discretionary authority to vote on any matter shall not be counted towards the presence of a quorum. Directors will be elected by a plurality of the votes of the shares of stock held by stockholders present in person or represented by proxy at the meeting and entitled to vote, assuming there is a quorum. Thus assuming there is a quorum, abstentions and broker non-votes will have no effect on determining the outcome of the election of directors. With respect to the ratification of the appointment of auditors, the affirmative vote of a majority of the shares of stock held by stockholders present in person or represented by proxy at the meeting and entitled to vote is required, therefore, abstentions and broker non-votes will be counted as negative votes. All stockholder meeting proxies, ballots and tabulations that identify individual stockholders are kept confidential, and no such documents shall be available for examination, nor shall the identity of any stockholder be disclosed, except as may be required by law. Votes are counted by the employees of American Stock Transfer Company, the Company's independent transfer agent and registrar, and certified by the Inspector of Election, who is also an employee of American Stock Transfer Company. Page 4 VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS As of August 31, 1995, the Company had outstanding and entitled to vote (exclusive of treasury shares) 40,716,554 shares of Common Stock, par value $1.00 per share ("Common Stock"). The holders of the Common Stock are entitled to vote as a single class and to one vote per share, exercisable in person or by proxy, at all meetings of stockholders. To the knowledge of the Company, as of August 31, 1995, the following table sets forth the ownership of the Company's Common Stock by each person owning more than 5% of such Common Stock, by each director and by all officers and directors as a group: Number of Shares Name and Business Address of Common Stock Percent of Beneficial Owners Beneficially Owned (1) of Class - ------------------------- ---------------------- --------- Monroe G. Milstein (2) (3) (4) (5) 12,480,196 (6) 30.7% Henrietta Milstein (2) (3) (4) 5,961,012 (6) 14.6% Lazer Milstein (3) 2,264,379 5.6% 260 Old Nyack Turnpike Spring Valley, New York 10977 Andrew R. Milstein (2) (3) (4) 2,198,873 (7) 5.4% Stephen E. Milstein (2) (3) (4) 1,991,961 (8) 4.9% Harvey Morgan (4) - - 540 Madison Avenue New York, New York 10022 Mark A. Nesci (2) (4) 65,467 (9) 0.2% Irving Drillings (4) 750 - 4740 South Ocean Blvd. Highland Beach, Florida 33487 All directors and officers as a 22,767,181 (10) 55.8% group (9 persons) _______________ (1) Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. (2) Business address is 1830 Route 130, Burlington, New Jersey 08016. Page 5 (3) Monroe G. Milstein and Henrietta Milstein are husband and wife, and Andrew, Lazer and Stephen Milstein are their sons. Each member of the Milstein family disclaims beneficial ownership of each other's shares of Common Stock. (4) A director of the Company. (5) Monroe G. Milstein "controls" and is therefore a "parent" of the Company as those terms are defined in Rule 405 under the Securities Act of 1933, as amended. (6) Includes 5,000 shares of Common Stock held by the Burlington Coat Factory Warehouse Corporation Employees Profit Sharing Plan and Trust, of which Monroe G. Milstein and Henrietta Milstein are the trustees. Monroe G. Milstein and Henrietta Milstein hold voting and dispositive power with respect to such shares but disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests as participants in the profit sharing plan. (7) Includes 66,621 shares of Common Stock held by Andrew Milstein as trustee of the Stephen Milstein 1994 Trust, a trust established for the benefit of Stephen Milstein's children. Mr. Andrew Milstein holds voting and dispositive power with respect to the shares but disclaims any pecuniary interest in such shares. Excludes 70,300 shares of Common Stock donated by Mr. Andrew Milstein to various trusts established for the benefit of the children of Andrew Milstein, as to which shares Andrew Milstein disclaims beneficial ownership. (8) Includes (a) 3,950 shares of Common Stock held by Stephen Milstein as trustee under trust agreement dated December 31, 1984 for the benefit of the niece of Mr. Stephen Milstein and daughter of Mr. Andrew R. Milstein and (b) 1,929 shares of Common Stock held by Stephen Milstein as trustee under a trust agreement dated November 4, 1988 for the benefit of the nephew of Mr. Stephen Milstein and son of Mr. Andrew R. Milstein. Excludes 66,621 shares of Common Stock donated by Mr. Stephen Milstein to a trust established for the benefit of his children, as to which shares Mr. Stephen Milstein disclaims beneficial ownership. (9) Includes 54,117 shares of Common Stock underlying options granted to such individual. (10) Excludes 2,264,379 shares of Common Stock owned by Lazer Milstein but includes an aggregate of 63,617 shares of Common Stock underlying options granted to certain officers and directors. Also includes 64,422 shares held by an officer of the Company as trustee of the Andrew Milstein 1994 Trust, a trust established for the benefit of Andrew Milstein's children. Page 6 PROPOSAL NUMBER ONE ELECTION OF DIRECTORS Seven directors are to be elected to serve until the next Annual Meeting of Stockholders or until their successors shall have been elected and qualified. The persons named in the accompanying form of Proxy have advised management that it is their intention to vote for the election of the following nominees as directors: Monroe G. Milstein Henrietta Milstein Andrew R. Milstein Stephen E. Milstein Harvey Morgan Irving Drillings Mark A. Nesci If at the time of the Annual Meeting of Stockholders any nominee is unable or declines to serve, the discretionary authority provided in the proxy will be exercised to vote for a substitute. Management has no reason to believe that any substitute nominee will be required. The following is certain information concerning each nominee: Nominee, year nominee first became Principal occupation and other a director and age information concerning nominee - -------------------- ------------------------------ Monroe G. Milstein (1) President and Chief Executive Officer 1972 since 1972. 68 Henrietta Milstein (1) Vice President since 1983 and Secretary 1972 since 1972. 66 Andrew R. Milstein (1) Vice President and Assistant Secretary 1972 since February, 1989 and Executive 42 Merchandise Manager since 1992. Harvey Morgan Managing Director of Ladenburg, Thalmann 1983 & Co. Inc., an investment banking firm, 53 since June, 1989. Stephen E. Milstein (1) Vice President since 1978 and General 1989 Merchandise Manager since 1990. 39 Mark A. Nesci Vice President - Real Estate 1989 and Chief Operating Officer since 1990. 39 Irving Drillings Retired clothing manufacturer and 1992 industrialist. For more than 35 years, 71 from 1955 to 1991, Mr. Drillings was president of Arlette Fashions, Inc., a manufacturer of ladies coats. _________________ (1) See Note 3 to "Voting Securities and Principal Security Holders" for information concerning the family relationship of certain directors. During the fiscal year ended July 1, 1995, the Board of Directors held five meetings. Each director attended at least three-fourths of all of the meetings of the Board of Directors held during the fiscal year ended July 1, 1995. During the year ended July 1, 1995, the Board of Directors also conducted a portion of its business through telephone conferences and, as appropriate, by action by unanimous written consent in lieu of a formal meeting. The Board of Directors has established an Executive Committee, an Page 7 Audit Committee and a Stock Incentive Committee but has not established any nominating or compensation committee or any other committee performing similar functions. The Executive Committee consists of Monroe G. Milstein and Andrew R. Milstein. The Executive Committee acts, within certain limits, in the absence of the full Board on matters other than major corporate transactions, when convening the full Board is impractical. During the period ended July 1, 1995, the Executive Committee held four meetings. The Stock Incentive Committee consists of Monroe G. Milstein, Henrietta Milstein and Harvey Morgan and administers the Company's 1993 Stock Incentive Plan. During the fiscal year ended July 1, 1995, the Stock Incentive Committee held one meeting. The Audit Committee oversees the general policies and practices of the Company concerning accounting, financial reporting, and internal auditing and financial controls and works with the Company's independent auditors. During the year ended July 1, 1995, the members of the Audit Committee were Harvey Morgan and Irving Drillings. The Audit Committee held one meeting during the year ended July 1, 1995. Page 8 Executive Officers and Key Personnel The executive officers and key personnel of the Company as of September 28, 1995 are set forth in the table below. All executive officers and key personnel serve at the pleasure of the Board of Directors. Name Age Office Period Served - ---- --- ------ ------------- Monroe G. Milstein 68 President, Chief Executive Since 1972 Officer and Director Henrietta Milstein 66 Vice President (since Since 1972 1983), Secretary and Director Andrew R. Milstein 42 Vice President, Executive Since 1989 Merchandise Manager (since 1992), Assistant Secretary and Director Stephen E. Milstein 39 Vice President, General Since 1978 Merchandise Manager (since 1990) and Director Mark A. Nesci 39 Vice President - Real Since 1981 Estate, Chief Operating Officer (since 1990) and Director Paul C. Tang 42 Vice President, General Since 1995(1) Counsel and Assistant Secretary Robert L. LaPenta, Jr. 41 Corporate Controller and Since 1986 Chief Accounting Officer _______________ Monroe G. Milstein and Henrietta Milstein are husband and wife, and Andrew R. Milstein and Stephen E. Milstein are their sons. No other family relationship exists among any of the named directors or executive officers. (1) Paul Tang has been General Counsel and Assistant Secretary of the Company since November 1, 1993 and Vice President since March 1995. Prior to joining the Company, Mr. Tang has been an attorney engaged in private practice for over the past five years. From July 1989 to October 1993, Mr. Tang was a partner in the law firm of Reid & Priest in New York City. Page 9 EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information concerning the compensation of the Chief Executive Officer and the four other most highly compensated executive officers who served in such capacities as of July 1, 1995.
Annual compensation Long-term compensation ------------------- Awards ----------------------- Long Term Other Incentive All other Fiscal annual Restricted Plan compensa- Name and principal ended Salary Bonus tion award(s) payouts tion position July 1 ($) ($) ($) ($) Options(#) ($) ($)(1)(2) - ------------------ ------ ------ ----- ------ ---------- ---------- --------- ----------- Monroe G. Milstein 1995 365,400 - - - - - 2,100 President and Chief 1994 374,400 - - - - - 9,240 Executive Officer 1993 381,600 - - - - - 11,250 Mark A. Nesci 1995 232,080 - - - 10,000 - 2,100 Vice President- 1994 219,520 - - - 4,100 - 9,240 Real Estate and 1993 212,980 - - - - - 10,649 Chief Operating Officer Stephen E. Milstein, 1995 153,400 - - - - - 2,100 Vice President and 1994 146,800 - - - - - 7,340 General Merchandise 1993 143,550 - - - - - 7,178 - Manager Andrew R. Milstein, 1995 146.078 - - - - - 2,100 Vice President and 1994 139,857 - - - - - 6,993 Executive 1993 135,285 - - - - - 6,764 - Merchandise Manager Paul C. Tang 1995 151,905 - - - 1,500 - 2,100 Vice President, 1994 (2) - - - - - - General Counsel 1993 (2) - - - - - - and Assistant Secretary
(1) Constitutes Company contribution to the Company's Profit Sharing Plan. (2) Disclosure of executive compensation for years prior to fiscal 1995 is not required, because Mr. Tang became a Vice President during fiscal 1995. Page 10 Option Grants During the Fiscal Year Ended July 1, 1995. Option/SAR Grants in Last Fiscal Year ------------------------------------- Potential Realizable Value at Assumed Annual Rate of Stock Price Appreciation for Individual Grants Option Term - -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) Number of % of Securities Total Underlying Options/ Options/ SARs Exercise SARs Granted to or Base Granted Employees in Price Expiration Name (#) Fiscal Year ($/sh) Date 5%($) 10%($) - ----------------------------------------------------------------------------------------------------- Mark A. Nesci 10,000 26.2% $11.50 2/28/2005 $72,300 $183,300 Paul C. Tang 1,500 3.9% $11.50 2/28/2005 $10,845 $ 27,495
Option Exercises and Fiscal Year-End Values The following table sets forth the number and value of unexercised stock options held by the named executives on July 1, 1995. No option was exercised by such executive officers during the fiscal year ended July 1, 1995.
Number of Unexercised Value of Unexercised in-the- Options at FY-END (#) Money Options at FY-END ($)(2) ---------------------- ----------------------------- Shares Value acquired on realized Name exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable - ---- ------------ -------- ----------- ------------- ----------- ------------- Mark A. Nesci 0 N/A 44,117 10,000 $170,817 None None Paul C. Tang 0 N/A 2,000 1,500 None None
(1) Value realized is calculated based on the difference between the option exercise price and the closing market price of the Company's Common Stock on the date of exercise multiplied by the number of shares to which the exercise relates. Page 11 (2) The closing price of the Company's Common Stock as reported on the New York Stock Exchange Composite tape on June 30, 1995 was $10.375 and is used in calculating the value of unexercised options. Report on Executive Compensation The Company's current executive compensation program consists of primarily two elements: (1) base salary, reviewed annually and adjusted in light of the Company's performance for the year and the individual executive's contribution to that performance, and (2) incentive compensation consisting of stock awards, principally, stock options. Additionally, Company executives participate in the Company's Profit Sharing Plan (a defined contribution retirement plan). Executive compensation is determined by Monroe G. Milstein, the Company's founder and Chairman, based on his evaluation of the executive's performance, subject to review by the Board of Directors. An executive's performance at the Company is evaluated based upon the executive's areas of responsibility at the Company. While objective factors such as increase in sales and profitability in areas under an executive's management are considered, subjective factors such as the executive's ability to manage people and to contribute to the cohesiveness of the management structure as well as the creativity and innovativeness with which an executive performs his duties for the Company are weighed. The executive's compensation then, in turn, is linked to his or her performance and tied to the long-term financial success of the Company, as measured by stock performance, by the use of stock awards. The Company believes that the value of such stock awards will, in the long-term, reflect the financial performance of the Company. In determining an executive's compensation, the executive's ownership of a substantial amount of stock of the Company and familial relationship to the Company's founder are considered in addition to such executive's performance at the Company. For this reason, such executives are relatively less well compensated in terms of salary than such individuals otherwise might be. In addition, such individuals historically have not been granted any stock options. In keeping with this philosophy, the salary of Monroe G. Milstein, the Company's Chairman and Chief Executive Officer, has not been increased in the past three years, and, in fact, is approximately $54,000 less than his salary was in 1983, the year of the Company's initial public offering. Net income of the Company was approximately $12 million at the end of fiscal 1983 and approximately $14.9 million at the end of fiscal 1995. Stockholders equity at the end of fiscal 1983 was approximately $79,504,000 and $385,019,000 at the end of fiscal 1995. For fiscal 1995, the Company's Common Stock traded in a range of $8 1/2 to $24 3/4, and traded at $10 3/8 at the end of the fiscal year. Page 12 This report is submitted by the Board of Directors: Monroe G. Milstein, Chairman Mark A. Nesci Henrietta Milstein Irving Drillings Andrew R. Milstein Harvey Morgan Stephen E. Milstein Insider Participation Monroe G. Milstein, Chairman of the Board, President and Chief Executive Officer, is responsible for determining compensation for all executive officers of the Company. In addition, Monroe G. Milstein and Henrietta Milstein, Secretary of the Company, are members of the Stock Incentive Committee. However, they are not eligible to receive options under the Company's stock option plan. Stock Performance Graph The following graph sets forth the yearly percentage change in the cumulative total return on the Company's Common Stock during the preceding five fiscal years ended July 1, 1995 compared with the cumulative total returns at the S&P 500 Index and the published retail industry index. The comparison assumes $100 was invested on June 30, 1990 in the Company's Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.
1990 1991 1992 1993 1994 1995 ---- ---- ---- ---- ---- ---- Burlington Coat Factory Warehouse Corporation 100.0 107.69 140.38 269.57 298.26 179.39 S & P 500 100.0 107.40 121.81 138.44 140.39 176.99 S & P Retail Stores Composite 100.0 117.79 132.26 149.22 143.97 156.45
Page 13 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE S&P 500 INDEX AND THE S&P RETAIL STORES COMPOSITE INDEX(1) [FILED UNDER COVER OF FORM SE.] *$100 INVESTED ON 6/30/90 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDED JUNE 30 (1) Includes the following groups and companies: RETAIL (DEPT. STORES) - Dillard Dept. Stores; May Dept. Stores; Mercantile Stores; Nordstrom; Penney (J.C.) RETAIL (DRUG STORES) - Longs Drug; Rite Aid; Walgreen Co. RETAIL (FOOD CHAINS) - Albertson's; American Stores; Bruno's Inc.; Giant Food C1. A; Great A&P; Kroger; Winn-Dixie. RETAIL (GEN. MERCHANDISE)-Dayton-Hudson; Kmart; Sears, Roebuck; Wal-Mart Stores. RETAIL (SPECIALTY)-Blockbuster Entertainment; Circuit City Stores; Home Depot, Lowe's Cos.; Melville Corp.; Pep Boys; Price Co.; Tandy Corp.; Toys R Us; Woolworth. RETAIL (SPECIALTY-APPAREL)-Charming Shoppes; Gap (The); Limited Inc.; TJX Companies. Page 14 Compensation of Directors For the fiscal year ended July 1, 1995, each director who was not an employee of the Company received a fee of $15,000 for his services as a director. No additional compensation is paid for membership on any committee established by the Board of Directors. The Company also reimburses directors for travel and out-of-pocket expenses incurred in connection with the directors' services to the Company. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SECTION 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's officers and directors and persons who own more than ten percent of a class of the Company's equity securities registered under the Exchange Act (collectively, the "Reporting Persons") to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with these reports. Based upon the Company's review of the copies of reports received by it and upon written representations received from the Reporting Persons, the Company believes that all filings required to be made by the Reporting Persons during the period from July 2, 1994 to July 1, 1995 were made on a timely basis. PROPOSAL NUMBER TWO RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS Stockholders are being asked to vote for a proposal to ratify the appointment of Deloitte & Touche LLP as the independent public accountants of the Company for the fiscal year ending June 29, 1996. Neither the firm of Deloitte & Touche LLP nor any of its associates has any relationship with the Company except as independent certified public accountants of the Company. If the stockholders, by affirmative vote of the holders of a majority of the votes cast, do not ratify this appointment, the Board of Directors will reconsider its action and select other independent public accountants without further stockholder action. Page 15 A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if such representative desires to do so. The Board of Directors recommends that the stockholders vote FOR ratification of the appointment of Deloitte & Touche LLP as the independent public accountants of the Company. STOCKHOLDER PROPOSALS Proposals of stockholders to be presented at the 1996 Annual Meeting of Stockholders must be received by the Company at its principal executive offices, 1830 Route 130, Burlington, New Jersey 08016, no later than June 1, 1996 in order to be included in the proxy statement and form of proxy relating to that meeting. OTHER MATTERS Management is not aware of any matters to be presented for action at the meeting other than those set forth in this Proxy Statement. However, should any other business properly come before the meeting, or any adjournment thereof, the enclosed Proxy confers upon the persons entitled to vote the shares represented by such Proxy, discretionary authority to vote the same in respect of any such other business in accordance with their best judgment in the interest of the Company. By Order of the Board of Directors, Henrietta Milstein, Secretary Page 16 [FORM OF PROXY] BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 1830 ROUTE 130 BURLINGTON, NEW JERSEY 08016 PROXY -- Annual Meeting of Stockholders -- November 9, 1995 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Monroe G. Milstein and Henrietta Milstein as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Burlington Coat Factory Warehouse Corporation held of record by the undersigned on September 28, 1995, at the Annual Meeting of Stockholders to be held on November 9, 1995 or any adjournment thereof. 1. ELECTION OF DIRECTORS FOR [] WITHHOLD [] all nominees AUTHORITY listed below to vote (except as for all marked to the nominees contrary below) listed below (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) MONROE G. MILSTEIN, HENRIETTA MILSTEIN, ANDREW R. MILSTEIN, HARVEY MORGAN, STEPHEN E. MILSTEIN, MARK A. NESCI, IRVING DRILLINGS 2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 29, 1996. FOR [] AGAINST [] ABSTAIN [] Page 17 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS AND FOR PROPOSAL 2. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------- Date _____________________________ Signature ____________________________ Signature, if held jointly PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Page 18 -----END PRIVACY-ENHANCED MESSAGE-----