-----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, A75yFOpMDeeh9FaRFioOQN3mdthexRJxuM+EYAC7XKZA7Zv/Mo0H3fQ358OkO4df j135suew/nYvJWEmk36F1w== 0000718916-99-000010.txt : 19990830 0000718916-99-000010.hdr.sgml : 19990830 ACCESSION NUMBER: 0000718916-99-000010 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991021 FILED AS OF DATE: 19990827 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: 0530 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-08739 FILM NUMBER: 99701074 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 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ 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) (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)(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 ------------------------------------------------------------- 10/21/99. On August 1, 1999 there were 46,399,084 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 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A --- 4) Proposed maximum aggregate value of transaction: N/A --- 5) Total fee paid: N/A --- [ ] 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: N/A --- 2) Form, Schedule or Registration No: N/A --- 3) Filing Party: N/A --- 4) Date Filed: N/A --- Page 1 of 16 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, October 21, 1999 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 adjournment thereof. The Board of Directors has fixed the close of business on August 27, 1999 ------------------------------------------------------------------------- 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 fill in, date, 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 August 27, 1999 YOUR VOTE IS IMPORTANT You are urged to sign, date and mail your proxy promptly in the enclosed envelope. Page 2 of 16 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 1830 ROUTE 130 BURLINGTON, NEW JERSEY 08016 ________________________________ PROXY STATEMENT --------------- Approximate Mailing Date: September 1, 1999 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, October 21, 1999, 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 August 27, 1999, 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 counted whether or not Page 3 of 16 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 cast 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. -2- Page 4 of 16 VOTING SECURITIES AND PRINCIPAL SECURITY HOLDERS ------------------------------------------------ As of August 1, 1999, the Company had outstanding and entitled to vote (exclusive of treasury shares) 46,399,084 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 1, 1999, 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) 13,524,824 (6) 29.1% Henrietta Milstein (2)(3)(4) 7,581,603 (6)(7) 16.3% Lazer Milstein (3)(13) 2,389,496 5.1% P.O. Box 643 Tallman, New York 10982 Andrew R. Milstein (2)(3)(4) 2,825,495 (8) 6.1% Stephen E. Milstein (2)(3)(4) 2,580,445 (9) 5.6% Harvey Morgan (4) 1,200 - 599 Lexington Ave., 27th Fl. New York, New York 10022 Mark A. Nesci (2) (4) 99,680 (10)(11) 0.2% Irving Drillings (4) 900 - 4740 South Ocean Blvd. Highland Beach, Florida 33487 All directors and officers as 26,673,009 (12) 57.3% group ( 10 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. (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. -3- Page 5 of 16 (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 40,469 shares of Common Stock held by the Burlington Coat Factory Warehouse Corporation 401(k) Profit Sharing Plan, 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 741,150 shares of Common Stock held by Henrietta Milstein as trustee under trust agreement dated August 12, 1996 for the benefit of Monroe G. Milstein and his issue. Henrietta Milstein holds voting and dispositive power with respect to the shares but disclaims pecuniary interest in such shares. (8) Includes 79,945 shares of Common Stock held by Andrew Milstein as trustee of the Stephen Milstein 1994 Trust, and 11,109 shares of Common Stock held by Andrew Milstein as Trustee of the SGM 1995 Trust, trusts established for the benefit of the children of Stephen Milstein. Mr. Andrew Milstein holds voting and dispositive power with respect to the shares but disclaims any pecuniary interest in such shares. Also includes 16,800 shares of Common Stock underlying options granted to Andrew Milstein. Excludes 87,922 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. (9) Includes (a) 4,740 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) 5,876 shares of Common Stock held by Stephen Milstein as trustee under trust agreement dated November 4, 1988 for the benefit of the nephew of Mr. Stephen Milstein and son of Mr. Andrew R. Milstein. Mr. Stephen Milstein holds voting and dispositive power with respect to the shares but disclaims any pecuniary interest in such shares. Also includes 16,800 shares of Common Stock underlying options granted to Stephen Milstein. Excludes 91,054 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. (10) Includes 70,790 shares of Common Stock underlying options granted to such individual. (11) Includes 3,600 shares of Common Stock held by the minor children of Mr. Mark Nesci. Excludes 1,800 shares of Common Stock held by the wife of Mr. Mark Nesci, as to which shares Mr. Mark Nesci disclaims beneficial ownership. (12) Excludes 2,389,496 shares of Common Stock owned by Lazer Milstein but includes an aggregate of 121,490 shares of Common Stock underlying options granted to certain officers and directors. Also includes 77,306 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. (13) Listed because of stock ownership. -4- Page 6 of 16 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 (2) - ------------------- ------------------------------ Monroe G. Milstein (1) President and Chief Executive Officer 1972 since 1972. 72 Henrietta Milstein (1) Executive Vice President since 1983 1972 and Secretary since 1972. 70 Andrew R. Milstein (1) Executive Vice President and Assistant 1972 Secretary since 1989 and Executive 46 Merchandise Manager since 1992. Harvey Morgan Executive Managing Director of 1983 JWGenesis Financial Corp., an 57 investment banking firm, since March, 1996. From June, 1989 to March, 1996, Mr. Morgan was Managing Director of Ladenburg, Thalmann & Co. Inc., an investment banking firm. Stephen E. Milstein (1) Executive Vice President since 1978 1989 and General Merchandise Manager since 43 1990 -5- Page 7 of 16 Mark A. Nesci Executive Vice President since 1989 1989 and Chief Operating Officer since 1990. 43 Irving Drillings Retired clothing manufacturer and 1992 industrialist. For more than 35 75 years, 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. (2) Each person listed as an Executive Vice President was named to such position in August 1999. Prior to that time, each such person was a Vice President. During the fiscal year ended May 29, 1999, the Board of Directors held four meetings. Each director attended all of the meetings of the Board of Directors held during the fiscal year ended May 29, 1999. The Board of Directors has established an Executive Committee, an 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 fiscal year ended May 29, 1999, the Executive Committee took actions by unanimous written consent in lieu of formal meetings and held one special meeting. The Stock Incentive Committee consists of Monroe G. Milstein, Henrietta Milstein and Harvey Morgan and administers the Company's 1998 Stock Incentive Plan. During the fiscal year ended May 29, 1999, the Stock Incentive Committee took one action by unanimous written consent in lieu of formal meetings. 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 May 29, 1999, the members of the Audit Committee were Harvey Morgan and Irving Drillings. The Audit Committee held four meetings during the year ended May 29, 1999. -6- Page 8 of 16 Executive Officers and Key Personnel - ------------------------------------ The executive officers and key personnel of the Company as of August 27, 1999 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 (1) Period Served - ---- --- ------ ------------- Monroe G. Milstein 72 President, Chief Executive Since 1972 Officer and Director Henrietta Milstein 70 Executive Vice President, Since 1972 Secretary and Director Andrew R. Milstein 46 Executive Vice President, Since 1989 Executive Merchandise Manager (since 1992), Assistant Secretary and Director Stephen E. Milstein 43 Executive Vice President, Since 1978 General Merchandise Manager (since 1990), and Director Mark A. Nesci 43 Executive Vice President, Since 1989 Chief Operating Officer (since 1990) and Director Paul C. Tang 46 Executive Vice President, Since 1995 (2) General Counsel and Assistant Secretary Robert L. LaPenta, Jr. 45 Vice President (Since 1999), Since 1986 Corporate Controller and Chief Accounting Officer Bernard Brodsky 59 Vice President and Treasurer Since 1998 (3) 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) Each person listed as an Executive Vice President was named to such position in August 1999. Prior to that time, each such person was a Vice President. (2) 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 had been an attorney engaged in private practice for over five years. From July 1989 to October 1993, Mr. Tang was a partner in the law firm of Reid & Priest in New York City. (3) Bernard Brodsky was hired as Treasurer in February of 1998 and became a Vice President in August 1998. Prior to joining the Company, Mr. Brodsky was Vice President and Treasurer with Charming Shoppes, Inc., a women's clothing retailer, where he was employed for 32 years. -7- Page 9 of 16 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 May 29, 1999.
Annual Compensation Long-Term Compensation --------------------- ---------------------------- Fiscal Other Long-Term All Year Annual Restricted Incentive Other Ended Compen- Stock Plan Compen- Name and Principal May Salary Bonus sation Award(s) Option Payout sation Position 29(1) ($) ($) ($) ($) (#) ($) ($)(2) - ----------------------------------------------------------------------------------------- Monroe G. Milstein 1999 322,400 - - - - - 4,500 President and Chief 1998 297,600 - - - - - 7,500 Executive Officer 1997 322,400 - - - - - 4,500 - ----------------------------------------------------------------------------------------- Mark A. Nesci, 1999 261,987 - - - - - 4,700 Executive Vice 1998 234,720 - - - 20,000 - 7,500 President-Chief 1997 242,600 - - - - - 4,500 Operating Officer - ---------------------------------------------------------------------------------------- Andrew R. Milstein, 1999 174,157 - - - - - 4,700 Executive Vice 1998 153,563 - - - 8,400 - 7,500 President and 1997 154,678 - - - 8,400(3) - 4,382 Executive Merchandise Manager - ----------------------------------------------------------------------------------------- Stephen E. Mistein, 1999 181,478 - - - - - 4,700 Executive Vice 1998 160,320 - - - 8,400 - 7,500 President and 1997 162,000 - - - 8,400(3) - 4,500 General Merchandise Manager - ----------------------------------------------------------------------------------------- Paul C. Tang, 1999 188,462 5,000 - - - - 4,700 Executive Vice 1998 165,000 15,000 - - 2,400 - 7,500 President, General 1997 166,346 5,000 - - - - 4,500 Counsel and Assistant Secretary - ------------------------------------------------------------------------------------------
(1) Compensation figures for years 1999 and 1997 are for the twelve month periods ended May 29 and June 28, respectively. Compensation figures for fiscal 1998 are for the eleven months ended May 30, 1998 as the Company changed its fiscal year during fiscal year 1998 resulting in a shortened eleven month transition year. (2) Constitutes Company contribution to the Company's 401(k) Profit Sharing Plan. (3) Adjusted to reflect a 6-for-5 stock split effected on October 16, 1997. -8- Page 10 of 16 Option Grants During the Fiscal Year Ended May 29, 1999. During the fiscal year ended May 29, 1999, the Company made no grants of stock options to any of the executive officers named above in the Summary Compensation Table. 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 May 29, 1999.
Value of Unexercised Number of Unexercised in-the-Money Options at FY-End (#) Options at FY-End ($)(1) -------------------------- -------------------------- Shares Value acquired on realized Name exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable - ------------------------------------------------------------------------------------------------------- Mark A. Nesci -0- N/A 70,790 -0- $457,509 N/A Andrew R. Milstein -0- N/A 16,800 -0- $ 72,408 N/A Stephen E. Milstein -0- N/A 16,800 -0- $ 72,408 N/A Paul C. Tang -0- N/A 8,400 -0- $ 27,870 N/A
(1) The closing price of the Company's Common Stock as reported on the New York Stock Exchange Composite tape on May 28, 1999 was $16.875 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 401(k) Profit Sharing Plan (a defined contribution retirement plan). Executive compensation is determined primarily by Monroe G. Milstein, the Company's founder and Chairman. In making decisions on compensation, Monroe Milstein consults with certain of the Company's principal executive officers, namely, Henrietta Milstein, Andrew R. Milstein, Stephen E. Milstein and Mark A. Nesci, who, together with Monroe G. Milstein, act as an informal compensation committee. However, the decision on executive compensation is made by Monroe Milstein, based on his evaluation of the executive's performance for the Company, 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 -9- Page 11 of 16 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 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 $72,000 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 $47.8 million at the end of fiscal 1999. Stockholders equity at the end of fiscal 1983 was approximately $79,504,000 and at the end of fiscal 1999 was $548,156,000. For fiscal 1999, the Company's Common Stock traded in a range from $10.75 to $28.0625 and traded at $16.875 at the end of the fiscal year. 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 principally responsible for determining compensation for all executive officers of the Company. In making compensation decisions, Monroe G. Milstein consults from time to time with Henrietta Milstein, Andrew R. Milstein, Stephen E. Milstein and Mark A. Nesci, who are officers of the Company. In addition, Monroe G. Milstein and Henrietta Milstein, Vice President and Secretary of the Company, are members of the Stock Incentive Committee. However, they are not eligible to receive options under the Company's 1998 Stock Incentive Plan. Certain Relationships and Related Transactions During the Fiscal year ended May 29, 1999, no officer, director, nominee for director, five percent stockholder or family member of such person engaged in, or proposed to engage in, any transaction with the Company or its affiliates which are reportable under Reg. Section 229.404 promulgated by the Commission under the Securities Exchange Act of 1934, as amended. -10- Page 12 of 16 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 May 29, 1999 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 May 31, 1994 in the Company's Common Stock and in each of the foregoing indices and assumes reinvestment of dividends. 1994 1995 1996 1997 1998 1999 Burlington Coat 100.0 60.14 60.87 113.04 139.75 117.67 Factory Warehouse Corporation S & P 500 100.0 126.07 158.85 213.97 267.64 323.92 S & P Retail 100.0 107.52 125.25 153.03 224.95 291.78 Stores Comp 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 MAY 31, 1994 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING MAY 31 (1) Includes the following groups and companies: RETAIL (DEPT. STORES) - Dillard Dept. Stores; May Dept. Stores; Nordstrom; Penney (J.C.). RETAIL (DRUG STORES) - CVS Corp.; Longs Drug; Rite Aid; Walgreen Co. RETAIL (FOOD CHAINS) - Albertson's; American Stores; Great A&P; Kroger; Winn-Dixie. RETAIL (GEN. MERCHANDISE) - Dayton-Hudson; Kmart; Sears Roebuck; Wal-Mart Stores. RETAIL (SPECIALTY) - Circuit City Stores; Home Depot, Lowe's Cos.; Pep Boys; Tandy Corp.; Toys R Us; Venator Group. RETAIL (SPECIALTY-APPAREL) - Charming Shoppes; Limited Inc.; TJX Companies. -11- Page 13 of 16 Compensation of Directors - ------------------------- For the fiscal year ended May 29, 1999, 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. SECTION 16(a) BENEFICIAL OWNERSHIP ---------------------------------- REPORTING COMPLIANCE -------------------- 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 May 30, 1998 to May 29, 1999 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 3, 2000. 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. 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. -12- Page 14 of16 STOCKHOLDER PROPOSALS - --------------------- Proposals of stockholders to be presented at the 2000 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 May 4, 2000 in order to be included in the proxy statement and form of proxy relating to that meeting. Any proposal by a stockholder to be presented at the 2000 Annual Meeting of Stockholders and NOT to be included in the Company's proxy statement must be received at the Company's executive offices, 1830 Route 130, Burlington, New Jersey 08016, no later than the close of business July 18, 2000. Proposals shall be sent to the attention of the Secretary. 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 -13- Page 15 of 16 [FORM OF PROXY] BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 1830 ROUTE 130 BURLINGTON, NEW JERSEY 08016 PROXY -- Annual Meeting of Stockholders -- October 21, 1999 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 August 27, 1999, at the Annual Meeting of Stockholders to be held on October 21, 1999 or any adjournment thereof. 1. ELECTION OF DIRECTORS FOR [ ] WITHHOLD [ ] all nominees AUTHORITY listed below to vote for all (except as nominees marked to the listed below contrary 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 3, 2000. FOR [ ] AGAINST [ ] ABSTAIN [ ] 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 above. 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. -14- Page 16 of 16 -----END PRIVACY-ENHANCED MESSAGE-----