-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, omwGjhL+9rpmGcqGW9L+epXtqEjBTIQAP2PdystpVk8t++VK3TXCNeQIbBAQvZtx BOevj8ps7rD9G2kbp9UPEQ== 0000950144-94-001592.txt : 19940901 0000950144-94-001592.hdr.sgml : 19940901 ACCESSION NUMBER: 0000950144-94-001592 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941003 FILED AS OF DATE: 19940826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD INDUSTRIES INC CENTRAL INDEX KEY: 0000075288 STANDARD INDUSTRIAL CLASSIFICATION: 2320 IRS NUMBER: 580831862 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04365 FILM NUMBER: 94546560 BUSINESS ADDRESS: STREET 1: 222 PIEDMONT AVE NE CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4046592424 DEF 14A 1 ANNUAL MEETING OF SHAREHOLDERS 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 /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 Oxford Industries - - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) David Ginn - - -------------------------------------------------------------------------------- (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), or 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: (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: (4) Proposed maximum aggregate value of transaction: Set forth the amount on which the filing fee is calculated and state how it was determined. / / 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: 2 OXFORD INDUSTRIES, INC. 222 PIEDMONT AVENUE, N.E. ATLANTA, GEORGIA 30308 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 3, 1994 To the Stockholders of Oxford Industries, Inc. The Annual Meeting of Stockholders of Oxford Industries, Inc. will be held at the Company's principal offices, 222 Piedmont Avenue, N.E., Atlanta, Georgia, on Monday, October 3, 1994 at 3:00 p.m., local time, for the following purposes: (1) To elect four directors of the Company. (2) To ratify the appointment of Arthur Andersen & Co., independent certified public accountants, as auditors for the fiscal year ending June 2, 1995. (3) To transact such other business as may properly come before the meeting. Only stockholders of record at the close of business on August 19, 1994 will be entitled to receive notice of and to vote at the meeting. DAVID K. GINN Secretary Atlanta, Georgia August 26, 1994 EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU ATTEND THE MEETING, YOU MAY ELECT TO VOTE IN PERSON. 3 OXFORD INDUSTRIES, INC. 222 PIEDMONT AVENUE, N.E. ATLANTA, GEORGIA 30308 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 3, 1994 This proxy statement is furnished in connection with the solicitation of the accompanying proxy by the Board of Directors of Oxford Industries, Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held on October 3, 1994 and any adjournment thereof. This proxy statement and the accompanying proxy will be first mailed to stockholders on or about August 29, 1994. When a proxy is properly completed, signed and returned, the shares it represents will be voted as specified by the stockholder or, if no specifications are made, will be voted "FOR" each of the matters proposed by the Board of Directors in this proxy statement. In addition, the persons named in the proxy will vote the shares in their discretion upon any other matters that may properly come before the meeting. The Board of Directors has no knowledge of any matters to be presented at the meeting other than the matters proposed in this proxy statement. A stockholder may revoke a proxy given pursuant to this solicitation at any time prior to the meeting by delivering to the Secretary of the Company either a written instrument of revocation or a properly signed proxy bearing a later date. In addition, the powers of the persons named in the proxy to vote the stockholder's shares will be suspended if the stockholder is present at the meeting and elects to vote in person. Only stockholders of record at the close of business on August 19, 1994 will be entitled to receive notice of and to vote at the meeting. Each stockholder is entitled to one vote per share of common stock held on such date. There were 8,650,215 shares outstanding on August 19, 1994. BENEFICIAL OWNERSHIP OF COMMON STOCK PRINCIPAL STOCKHOLDERS The following table shows as of August 19, 1994 the name and address of each person known by the Company to be the beneficial owner of more than five percent (5%) of the Company's outstanding common stock, the number of shares beneficially owned by each such person and the percentage of the Company's 4 outstanding common stock represented by such ownership. The nature of each person's beneficial ownership is described in the footnotes to the table.
SHARES PERCENT OF BENEFICIALLY OUTSTANDING NAME AND ADDRESS OWNED COMMON STOCK - - ------------------------- ------------ ------------ Sartain Lanier 573,732(1) 6.6% 222 Piedmont Avenue, N.E. Atlanta, GA 30308 Helen S. Lanier 484,515(2) 5.6% c/o Trust Department Trust Company Bank P. O. Box 4655 Atlanta, GA 30302 Trust Company Bank 1,631,764(3) 18.9% 25 Park Place Atlanta, GA 30303
- - --------------- (1) The shares beneficially owned by Mr. Sartain Lanier include (i) 393,573 shares held of record by Mr. Lanier with respect to which he has sole voting and investment powers, (ii) 49,520 shares held by a trust for Mr. Lanier's son, Mr. J. Hicks Lanier (Chairman and President of the Company), with respect to which Mr. Sartain Lanier has sole voting power and shares investment power, (iii) 89,048 shares held by two trusts for two other adult children of Mr. Sartain Lanier, with respect to which Mr. Sartain Lanier has sole voting power and shares investment power, and (iv) 41,591 shares held by a charitable foundation of which Mr. Sartain Lanier is a trustee and has sole voting power and shares investment power. (2) The shares beneficially owned by Mrs. Helen S. Lanier include (i) 46,642 shares held by Mrs. Lanier in an agency account with Trust Company Bank with respect to which she shares investment and voting powers with the Bank, (ii) 312,828 shares held by a trust for Mrs. Lanier with respect to which she has sole voting power, (iii) 109,455 shares held by seven trusts for Mrs. Lanier's grandchildren with respect to which she shares voting power, and (iv) 15,590 shares held by a charitable foundation of which Mrs. Lanier serves as one of three trustees that share voting and investment powers. (3) The shares beneficially owned by Trust Company Bank include (i) 1,582,470 shares beneficially owned by or held in trusts or similar accounts for various members of the Lanier family (including most of the shares shown in the table as beneficially owned by the other principal stockholders, both of whom are members of the Lanier family), and (ii) 49,294 shares held by trusts or in similar accounts for persons other than members of the Lanier family. Of the shares shown in the table as beneficially owned by the Bank, the Bank has sole voting power over 725,743 shares, shared voting power over 261,914 shares, sole investment power over 1,206,043 shares and shared investment power over 425,721 shares. Trust Company Bank is a wholly-owned subsidiary of Trust Company of Georgia, which is a wholly-owned subsidiary of SunTrust Banks, Inc. Trust Company of Georgia and SunTrust Banks, Inc. may also be deemed beneficial owners of the shares owned by Trust Company Bank. The Company has been advised by Trust Company Bank, Trust Company of Georgia and SunTrust Banks, Inc. that they disclaim any beneficial interest in any of such shares. 2 5 BENEFICIAL OWNERSHIP OF COMMON STOCK BY OFFICERS AND DIRECTORS The following table sets forth as of August 19, 1994 the number of shares of the Company's common stock beneficially owned by each director, by each nominee for director and by all directors and executive officers as a group and the percentage of the Company's outstanding common stock represented by such beneficial ownership. Such persons had sole voting and investment power with respect to the shares listed except as otherwise noted.
SHARES PERCENT OF BENEFICIALLY OUTSTANDING NAME OF BENEFICIAL OWNER OWNED(1) COMMON STOCK - - --------------------------------------------------------- ------------ ------------ Ben B. Blount, Jr. 27,208 * Cecil D. Conlee 2,000 * John B. Ellis 5,000 * Tom Gallagher 2,000 * Bradley Hale 2,400 * Clifford M. Kirtland, Jr. 3,000 * J. Hicks Lanier 280,261 3.2% J. Reese Lanier 401,342(2) 4.6% R. William Lee, Jr. 134,560 1.6% Knowlton J. O'Reilly 20,000 * Robert E. Shaw 1,000 * Robert Strickland 1,000 * All Directors and Officers as a Group (12 Individuals) 879,771 10.2%
- - --------------- * Less than 1% (1) Includes all shares which may be acquired within 60 days after August 19, 1994 by the exercise of stock options under the Company's stock option plans as follows: 8,000 shares by Mr. Blount, 2,000 shares by Mr. Lee, 8,000 shares by Mr. O'Reilly and 14,000 shares by Mr. J. Hicks Lanier. Does not include shares beneficially owned by spouses and children of officers and directors, and such officers and directors disclaim beneficial ownership of such shares. (2) The shares shown as beneficially owned by Mr. J. Reese Lanier include 362,451 shares held of record by Mr. J. Reese Lanier with respect to which he has sole voting and investment powers, and 38,591 shares held by the Thomas H. Lanier Family Foundation with respect to which Mr. J. Reese Lanier has sole voting and investment power. BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN RELATIVES Messrs. J. Hicks Lanier, and J. Reese Lanier are directors of the Company and are related (see footnote 1 under "Election of Directors -- Directors and Nominees" below). As of August 19, 1994 these persons beneficially owned 681,603 shares or 7.9% of the Company's common stock. Messrs. J. Hicks Lanier, J. Reese Lanier, Sartain Lanier and Mrs. Helen Lanier are related and, inclusive of charitable foundations, trusts and similar accounts for such persons, beneficially owned an aggregate of 1,739,850 shares or 20.1% of the Company's common stock as of August 19, 1994. 3 6 ELECTION OF DIRECTORS DIRECTORS AND NOMINEES The Board of Directors is divided into three classes that serve for staggered three-year terms. The Company's Articles of Incorporation (the "Articles") require that the number of directors be fixed in the Bylaws at a number not less than nine which number can be increased, or decreased to not less than nine, by the Board or by a 75 percent stockholder vote. A plurality of votes cast is required to elect a member of the Board. There are presently 12 directors. The Articles require that the number of directors must be so apportioned among the classes as to make all classes as nearly equal in number as possible. Accordingly, Classes I, II, and III each have four members. The directors in each class shall hold office until the annual meeting of stockholders held in the year during which their term ends and until their successors are elected and qualified. The terms of office of the Class II Directors will expire at the 1994 Annual Meeting. The Board has nominated Messrs. Ellis, Gallagher, Shaw and J. Hicks Lanier for re-election as Class II Directors, to hold office until 1997. If a nominee becomes unable to serve as a director, the proxies will be voted for a substitute nominee, or will not be voted in order to allow the position to remain vacant until filled by the Board, in the discretion of the persons named in the proxy; or the Board will reduce the size of the full Board pursuant to the Articles. The proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. The Board of Directors has no reason to believe that any nominee will be unable to serve as a director. The following table sets forth the name of each nominee and continuing director, the year in which he was first elected a director, a brief description of his principal occupation and business experience during the last five years, his directorships (if any) with other companies and his age as of August 26, 1994.
YEAR FIRST PRINCIPAL OCCUPATION, ELECTED BUSINESS EXPERIENCE, AND NAME DIRECTOR OTHER DIRECTORSHIPS AGE - - ------------- ---------- ---------------------------------------------- --- NOMINEES -- CLASS II DIRECTORS -- TERMS EXPIRE IN 1994 John B. Ellis 1986(1) Mr. Ellis is a private investor. He was Senior 70 Vice President -- Finance and Treasurer of Genuine Parts Company, a distributor of automotive replacement parts, from 1983 to 1985. Prior to 1983, he was Vice President and Treasurer of Genuine Parts Company. He is also a director of Flowers Industries, Inc., Genuine Parts Company, Hughes Supply, Inc., Intermet Corporation, Interstate/Johnson Lane, Inc., and UAP Inc. (Canada). J. Hicks Lanier(2) 1969 Mr. Lanier has been President of the Company 54 since 1977. In 1981, he was elected Chairman of the Board of the Company. He is also a director of Crawford & Company, Shaw Industries, Inc., and Trust Company of Georgia.
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YEAR FIRST PRINCIPAL OCCUPATION, ELECTED BUSINESS EXPERIENCE, AND NAME DIRECTOR OTHER DIRECTORSHIPS AGE - - ------------- ---------- ---------------------------------------------- --- Tom Gallagher 1991 Mr. Gallagher is President of Genuine Parts 46 Company, a distributor of automotive replacement parts, and has held this position since 1990. He was Executive Vice President of Genuine Parts Company from 1988 to 1989. From 1987 to 1988, he was Chairman of SP Richards Company. He is also a director of Genuine Parts Company. Robert E. Shaw 1991 Mr. Shaw is President, Chief Executive 63 Officer, and a Director of Shaw Industries, Inc., a manufacturer and seller of carpeting to retailers and distributors. CONTINUING -- CLASS III DIRECTORS -- TERMS EXPIRE IN 1995 Ben B. Blount, Jr. 1987 Mr. Blount has been Executive Vice 55 President -- Planning and Development of the Company since 1986. He was President of Kayser Roth Apparel, an apparel manufacturer and marketer, from 1982 to 1986. Prior to 1982 he was Group Vice President of the Company. Bradley Hale 1969 Mr. Hale is a retired partner in the law firm 60 of King & Spalding. He was a partner at King & Spalding from 1965 through 1991 and served as managing partner from 1985 to 1988. J. Reese Lanier(2) 1974 Mr. Lanier is self-employed in farming and 51 related businesses and has had this occupation for more than five years. Robert Strickland 1985 Mr. Strickland is a member of the Advisory 67 Council of Trust Company of Georgia and has held this position since June 1992. He was Chairman of the Executive Committee of SunTrust Banks, Inc. from 1989 to 1992. He was Chairman of the Board of SunTrust Banks, Inc. from 1984 to April 1990. He was Chairman of the Board of Trust Company of Georgia from 1978 to 1989. He is also a director of Georgia Power Company and Life Insurance Company of Georgia.
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YEAR FIRST PRINCIPAL OCCUPATION, ELECTED BUSINESS EXPERIENCE, AND NAME DIRECTOR OTHER DIRECTORSHIPS AGE - - --------------- ---------- ---------------------------------------------- --- CONTINUING -- CLASS I DIRECTORS -- TERMS EXPIRE IN 1996 Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR Advisors, a real 58 estate advisory company, and has held this position since 1990. He was President of the Conlee Company, a real estate advisory company, from 1983 to 1990. From 1977 to 1983 he was President of Cousins Properties, Inc., a real estate development and investment company. Clifford M. Kirtland, Jr. 1982(3) Mr. Kirtland is a private investor. He was 70 Chairman of Cox Communications, Inc., an operator of television and radio stations and cable systems, from 1981 to 1983. He is also a director of Graphic Industries, Inc., Shaw Industries, Inc., Solomon Brothers Fund, Inc., Solomon Brothers Capital Fund, Inc., Solomon Brothers Investment Fund, Inc., ADESA Corp., Security Life of Denver Insurance Company, and Law Companies Group, Inc. R. William Lee, Jr. 1969 Mr. Lee has been Executive Vice President -- 64 Finance and Administration of the Company since 1986. He was Vice President -- Finance and Administration from 1977 to 1986. Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice President of 54 the Company since 1978.
- - --------------- (1) Mr. Ellis served as a director for the period 1960 to 1974 and was reelected as a director in 1986. (2) Messrs. J. Hicks Lanier and J. Reese Lanier are cousins. (3) Mr. Kirtland served as a director for the period 1976 to 1979 and was reelected as a director in 1982. CERTAIN COMMITTEES OF THE BOARD -- BOARD MEETINGS Among the standing committees of the Board of Directors are the Stock Option and Compensation Committee and the Audit Committee. The Board of Directors has no standing nominating committee. Members of the Stock Option and Compensation Committee are Messrs. Bradley Hale, Clifford M. Kirtland, Jr., Robert E. Shaw and Robert Strickland. The Committee establishes the compensation, including annual salary and an annual discretionary bonus, if any, for the Chairman of the Board and President of the Company. The Committee met four times during the 1994 fiscal year. Members of the Audit Committee are Messrs. Cecil D. Conlee, John B. Ellis, Clifford M. Kirtland, Jr., and Tom Gallagher. The Committee reviews with management and with the Company's internal audit staff and independent certified public accountants the scope and results of each year's audit of the Company's financial condition, the Company's internal audit and financial controls, and the Company's financial reporting activities. Both the internal auditors and the independent certified public accountants periodically report to the 6 9 Committee. The Committee also makes recommendations to the full Board as to the appointment of the independent certified public accountants. The Committee met twice during the 1994 fiscal year. DIRECTOR COMPENSATION Directors who are also Company employees are not compensated for their services as directors. Each non-employee director receives a quarterly fee of $3,000 and a meeting fee of $500 for each meeting of the full Board or any committee that he attends. The Stock Option and Compensation Committee of the Board of Directors has recommended to the full Board that the quarterly and meeting fees be raised to $3,500 and $750, respectively. The full Board will act upon this recommendation at its October 1994 meeting. The Board of Directors held four meetings during the 1994 fiscal year. During the 1994 fiscal year Robert E. Shaw and Clifford M. Kirtland, Jr. attended less than 75% of the aggregate number of meetings of the Board and the committees on which they served. All other directors attended 75% or more of the meetings of the Board and the committees on which they served. EXECUTIVE COMPENSATION AND OTHER INFORMATION The following table discloses compensation awarded to, earned by or paid during the three preceding fiscal years to the Company's Chief Executive Officer and its three other executive officers. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ---------------------- AWARDS PAYOUTS --------- ---------- ANNUAL COMPENSATION STOCK LONG-TERM --------------------- OPTIONS INCENTIVE ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) PAYOUTS COMPENSATION(1) - - ------------------------------- ---- -------- -------- --------- ---------- --------------- J. Hicks Lanier 1994 $336,000 $100,000 0 $ 0 $ 3,858 Chairman of the Board & Chief 1993 307,000 75,000 20,000 N/A 7,516 Executive Officer 1992 285,665 50,000 30,000 N/A 7,316 Ben B. Blount, Jr. 1994 $260,879 $ 40,000 0 $ 0 $ 3,752 Executive Vice President -- 1993 249,451 29,972 10,000 N/A 2,991 Planning and Development 1992 236,451 33,766 20,000 N/A 2,941 R. William Lee, Jr. 1994 $240,449 $ 37,500 0 $ 0 $13,955 Executive Vice President -- 1993 195,013 26,226 0 N/A 13,627 Finance and Administration 1992 191,878 25,325 10,000 N/A 13,540 Knowlton J. O'Reilly 1994 $284,000 $ 0 0 $ 0 $11,949 Group Vice President 1993 272,795 0 10,000 0 11,211 1992 270,995 4,876 20,000 0 11,145
- - --------------- (1) All other compensation includes automobile allowance, $0, $0, $7,252 and $8,011 for Messrs. Lanier, Blount, Lee and O'Reilly, respectively, and the Company's cost allocation for life insurance (both split dollar and excess life), $3,858, $3,752, $6,703 and $3,938 for Messrs. Lanier, Blount, Lee and O'Reilly, respectively. 7 10 OPTION/SAR GRANTS IN LAST FISCAL YEAR In fiscal 1994, the Company did not grant any stock options or stock appreciation rights ("SAR's") to the named executive officers. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES The following table provides information concerning stock option/SAR exercises in fiscal 1994 by the named executive officers and the value of their unexercised options/SARs on June 3, 1994. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF NUMBER OF SHARES UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY SHARES OPTIONS/SARS AT OPTIONS/SARS AT ACQUIRED VALUE FISCAL YEAR-END FISCAL YEAR-END NAME ON EXERCISE REALIZED ---------------------- --------------- - - -------------------- ----------- -------- EXERCISABLE/ EXERCISABLE/ UNEXERCISABLE UNEXERCISABLE J. Hicks Lanier............................ 6,000 $ 49,125 10,000 $ 229,625 28,000 602,750 Ben B. Blount, Jr. ........................ 4,000 32,750 6,000 141,125 16,000 354,000 R. William Lee, Jr......................... 4,000 32,750 2,000 52,625 4,000 105,250 Knowlton J. O'Reilly....................... 0 0 6,000 141,125 16,000 354,000
LONG TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR In Fiscal 1994, the Stock Option and Compensation Committee of the Board of Directors adopted the Oxford Industries, Inc. Executive Officers' Long-Range Incentive Plan. This plan compensates executive officers if the Company generates a strong return on equity. The term of these awards is three years. The Executive Officers' Long-Range Incentive Plan works as follows. At the end of each grant year, the actual return on shareholder's equity will be calculated by dividing total after-tax profits for the year by the average of beginning and ending shareholders' equity for the year. If, at the end of the first grant year, the return on shareholders' equity exceeds the standard return (as described below), the Shadow Asset Base (as described below) will be increased by an amount equal to the product obtained by multiplying the Shadow Asset Base times the amount of such excess. If the standard return on shareholder's equity exceeds the actual return on shareholders' equity, the Shadow Asset Base will be decreased by an amount equal to the product obtained by multiplying the Shadow Asset Base times such excess. At the end of the second and third grant years, the Shadow Asset Base (as adjusted at the end of the previous year) will be further adjusted in the same manner as that provided for the end of the first grant year. If the adjusted Shadow Asset Base at the end of the third grant year exceeds the amount of the Shadow Asset Base as originally granted, the participant will be entitled to a cash award equal to the amount of such excess, provided that the participant is an employee at the time of payment. One third of the award will be paid within 8 11 ninety (90) days after the end of the third grant year. The remaining two thirds will be paid in two equal annual installments on the first and second anniversary of the initial payment. Pursuant to this plan, the Committee awarded Shadow Asset Bases to Mr. J. Hicks Lanier of $1,000,000 and to Messrs. Blount and Lee of $500,000 each. A standard return on shareholder's equity was set by the Committee at 12%. The executives will not receive the amounts of their respective Shadow Asset Bases but only the excess, if any, of the adjusted Shadow Asset Base less the original base. Mr. O'Reilly and a small group of key executives participate in the Oxford Industries, Inc. Long-Range Incentive Plan. As with the Executive Officers' Long-Range Incentive Plan participants are awarded a Shadow Asset Base and the Shadow Asset Base is adjusted at the end of each of the three fiscal years of the award's term. Unlike the Executive Officers' Plan, however, the adjustment is based on the return on assets for the participant's business unit as compared with the standard return on assets set at the time of the award. In fiscal 1994 the Company's Chief Executive Officer and Executive Vice President -- Finance and Administration awarded Mr. O'Reilly a Shadow Asset Base of $500,000 under the Long-Range Plan. The standard return on assets for this award was set at 18%. Mr. O'Reilly will not receive the Shadow Asset Base awarded to him but only the excess, if any, of the adjusted Shadow Asset Base less the original Shadow Asset Base. The following table shows information concerning awards in fiscal 1994 under the Company's Executive Officers' Long-Range Incentive Plan and Long-Range Incentive Plan: LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR OTHER ESTIMATED FUTURE PAYOUT NUMBER OF PERIOD UNDER NON-STOCK SHARES, UNTIL PRICE-BASED PLANS UNITS OR OTHER MATURATION ------------------------------------- NAME RIGHTS(1) OR PAYOUT THRESHOLD(2) TARGET(3) MAXIMUM(4) - - ----------------------------------- ---------------- ----------- ------------ --------- ---------- J. Hicks Lanier.................... -- 3 Years $0 $36,434 N/A Ben B. Blount, Jr.................. -- 3 Years $0 $18,217 N/A R. William Lee, Jr................. -- 3 Years $0 $18,217 N/A Knowlton J. O'Reilly............... -- 3 Years $0 $ 0 N/A
- - --------------- (1) The Executive Officers' Long-Range Incentive Plan and the Long-Range Plan do not provide for awards of shares, units or other rights representing the right to receive compensation thereunder. The Plans provide for cash payouts based on the Company's actual return on equity or the business unit's return on assets, as the case may be, over a threshold return during the three year award period. (2) The awards granted to Messrs. Lanier, Blount and Lee have a threshold of 12% return on equity. If the Company's return on equity for any of the three fiscal years of the awards' terms equals or is less than 12%, the award has no value or loses value, as the case may be, for that year. The award granted to Mr. O'Reilly has a threshold of 18% return on assets. If Mr. O'Reilly's business unit (principally the Company's ladieswear operations) has a return on assets equal to or less that 18% for any of the three fiscal years of the award's term, the award has no value or loses value, as the case may be, for that year. In fiscal 1994 Mr. O'Reilly's business unit had a return on assets less than the 18% threshold and therefore his Shadow Asset Base, as adjusted at the end of the 1994 fiscal year, is less than the original Shadow Asset Base at the time of the award. (3) The figures stated in this column with respect to Mssrs. Lanier, Blount and Lee are representative amounts which are calculated by assuming that the Company's return on equity for fiscal 1993 (13.2%) 9 12 was replicated in each of the three fiscal years of the awards' terms. The figure stated in this column for Mr. O'Reilly is a representative amount which is calculated by assuming that Mr. O'Reilly's business unit's return on assets for fiscal 1993 (less than 18%) was replicated in each of the three fiscal years of the award's term. (4) There is no maximum amount that can be earned under the awards. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Mr. Hicks Lanier, President and CEO of the Company, serves as a director of Shaw Industries, Inc. Mr. Robert Shaw, President and CEO of Shaw Industries, Inc., serves as a director of the Company and is a member of the Company's Stock Option and Compensation Committee. PENSION PLAN The Company does not have a defined benefit retirement plan. Executive officers of the Company are not permitted to participate in either of the Company's two defined contribution retirement plans. REPORT OF STOCK OPTION AND COMPENSATION COMMITTEE The Stock Option and Compensation Committee of the Board of Directors is composed of four directors, none of whom is now or has been an employee of the Company. The Committee is responsible for administering the Company's stock option plan for executives. It is also responsible for setting the salary and bonus for the Company's Chief Executive Officer and for reviewing the Chief Executive Officer's recommendations for the salary and bonus levels of the Company's other executive officers. The Committee normally meets formally once a year and informally through telephone meetings at other times during the year. Compensation Policy The compensation policy of the Company is to pay for performance. Compensation practices for all executives, including all of the executive officers, is designed to encourage and reward the accomplishment of the objectives of the Company which, if achieved, will enhance shareholder value. Executive Compensation Program The Company's executive compensation program has three elements: salary, bonus and stock options. With the exception of two long-term incentive plans which reward the Company's executive officers and select key executives, the compensation of most of the Company's executives is composed of these three elements. A job grade is assigned to each position in the Company depending on the responsibilities. Each job grade has a salary range which is based on salary surveys. An individual's salary is set within the range and is based on that person's individual performance and responsibilities. The salaries of each executive is determined annually by the Company's executive officers. The salaries of the executive officers, except the Chief Executive Officer, are determined annually by the Chief Executive Officer and then reviewed by the Committee. Each executive officer, except the Chief Executive Officer, participates in the Company's Management Bonus Program. This program is designed to encourage the achievement of the Company's profit objectives by rewarding executives when these objectives are met or exceeded. 10 13 In order for any bonus to paid, the executive's business unit must achieve a minimum return on assets. If the business unit's return on assets exceeds the minimum level, the amount of the bonus is increased. If the minimum profit levels are achieved, an executive may receive a discretionary bonus with the totals of all discretionary bonuses not to exceed 50% of the non-discretionary bonus. The bonuses paid, if any, to Messrs. Blount and Lee and the corporate staff are based on the Company's overall return on assets. The bonuses paid to other executives are based on the return on assets for the division employing the individual or in the case of Mr. O'Reilly, the return on assets of the ladieswear units reporting to him. Messrs. Lanier, Blount, Lee and O'Reilly set the discretionary bonus levels of all other executives. Mr. Lanier, with the concurrence of the Committee, sets the discretionary bonuses for Messrs. Blount, Lee and O'Reilly. The final element of executive compensation is the stock option program. Based on recommendations by the Company's Chief Executive Officer the Committee grants stock options to certain executives in order to motivate these individuals to achieve longer term results that are recognized by the marketplace. Participants in the program are given the opportunity to buy Company stock at its fair market value on the date of grant. Because a stock option has no value unless the price of the Company's stock increases, there is no reward to the executive without a concurrent reward to all stockholders. Mr. O'Reilly and a small group of key executives participate in the Oxford Industries, Inc. Long-Range Incentive Plan. Under this plan the Chief Executive Officer and the Executive Vice President-Finance and Administration establish a shadow asset account for each participant and establish a return on assets payout threshold. At the end of each fiscal year during the three year term of the account a participant's account is adjusted to reflect the actual return on assets for his business unit as compared with the threshold. At the end of the term the original shadow asset account figure is subtracted from the adjusted shadow asset account figure and the participant is awarded the gain, if any. The gain is then paid over a three year period, subject to continued employment of the participant. In August 1993 the Committee adopted the Oxford Industries, Inc. Executive Officer's Long-Range Incentive Plan. This plan, which is administered by the Stock Option and Compensation Committee, is similar to the plan for division presidents, except that there is a return on shareholders' equity threshold. The Committee awarded shadow asset bases of $1,000,000 for Mr. Lanier and $500,000 for Messrs. Blount and Lee and set a threshold of a 12% return on shareholders' equity. The term of these awards is three years. Because the Company's return on shareholder's equity for fiscal 1994 exceeded the threshold, each of the three awards accrued value for the first year of the award period. No awards were made under this Plan for fiscal 1995. Compensation of Chief Executive Officer While the Chief Executive Officer does not participate in the Company's Management Bonus Program, the Committee annually determines whether Mr. Lanier should receive a bonus and, if so, its amount. In making its decision the Committee considers the Company's overall profitability, its performance in relation to other apparel companies, the amount of bonus paid to other executive officers and Mr. Lanier's achievement of other goals. The Committee awarded Mr. Lanier a bonus of $100,000 for fiscal 1994. The Committee determined that Mr. Lanier should be rewarded for the increase in the Company's return in shareholder's equity to 15.8%. 11 14 The Committee also noted that the Company achieved record sales and earnings per share for the year. Finally the Committee was favorably impressed with the total return to stockholders in fiscal 1994 in terms of increased stock price and earnings per share which exceeded the results of most publicly-traded apparel companies. The Committee raised Mr. Lanier's base salary to $350,000 per year effective August 1, 1994. This figure represents a 7.7% increase from his previous salary. Again the Committee determined that this increase was appropriate in light of the same performance factors considered with regard to Mr. Lanier's bonus. The Committee also reviewed the salaries of chief executive officers of other publicly-traded apparel companies and determined that Mr. Lanier's salary continued to be conservative when compared to his peers. As noted above at the beginning of fiscal 1994 the Committee awarded Mr. Lanier a shadow asset account under the Oxford Industries, Inc. Executive Officers' Long-Range Incentive Plan. Mr. Lanier's accrual under the Plan for fiscal 1994 was $37,989 and this amount may increase or decrease during the second and third years of the award period. Conclusion The Committee believes that the Company's executive compensation program is competitive and provides the appropriate mix of incentives to achieve the goals of the Company. The achievement of these goals will enhance the profitability of the Company and provide sustainable value to the Company's stockholders. Respectfully submitted, Robert Strickland, Chairman Clifford M. Kirtland, Jr. Bradley Hale Robert E. Shaw
12 15 PERFORMANCE GRAPH Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Company's stock against the cumulative total return of the S&P 500 Index and the S & P Apparel Index for the period of five years commencing June 1989 and ending June 3, 1994. The performance graph assumes an initial investment of $100 and reinvestment of dividends.
Oxford In- Measurement Period dustries, S&P 500 In- (Fiscal Year Covered) Inc. dex S&P Apparel 6/89 100 100 100 6/90 82 117 101 6/91 125 130 134 6/92 264 143 132 6/93 174 160 130 6/94 352 166 113
CERTAIN TRANSACTIONS SunTrust Banks, Inc., Trust Company of Georgia and Trust Company Bank are principal stockholders of the Company (see "Beneficial Ownership of Common Stock -- Principal Stockholders" above). During the fiscal year ending June 3, 1994, Trust Company Bank made short-term loans to the Company under a line of credit arrangement. The maximum amount of loans outstanding under this arrangement at any time during the 1994 fiscal year was $19,500,000. Trust Company Bank also issues letters of credit on the Company's behalf in connection with the Company's purchases of imported goods. The greatest aggregate amount of outstanding letters of credit issued by Trust Company Bank on the Company's behalf during the 1994 fiscal year was $6,909,681. Trust Company Bank charges fees of approximately .125 percent of the amount of each letter of credit. The foregoing transactions with Trust Company Bank involve arm's length terms and conditions competitive with those obtainable from comparable banking institutions. 13 16 APPOINTMENT OF AUDITORS Acting on the recommendation of the Audit Committee, the Board of Directors has appointed Arthur Andersen & Co., independent certified public accountants, as auditors for the current year. Arthur Andersen & Co. has served as auditors for the Company since 1986. The Board of Directors considers such accountants to be well qualified and recommends that the stockholders vote to ratify their appointment. Stockholder ratification of the appointment of auditors is not required by law; however, the Board of Directors considers the solicitation of stockholder ratification to be in the Company's and stockholders' best interests. In view of the difficulty and expense involved in changing auditors on short notice, should the stockholders not ratify the selection of Arthur Andersen & Co., it is contemplated that the appointment of Arthur Andersen & Co. for the fiscal year ending June 2, 1995 will be permitted to stand unless the Board of Directors finds other compelling reasons for making a change. Disapproval by the stockholders will be considered a recommendation that the Board select other auditors for the following year. A representative of Arthur Andersen & Co. is expected to attend the annual meeting. The representative will be given the opportunity to make a statement if he desires to do so and is expected to be available to respond to questions from stockholders. ANNUAL REPORT TO STOCKHOLDERS The Company's Annual Report for the fiscal year ended June 3, 1994, including consolidated financial statements, has been mailed to stockholders. EXPENSES OF SOLICITATION The cost of soliciting proxies will be borne by the Company. The Company is supplying brokers, dealers, banks and voting trustees, or their nominees, with copies of this proxy statement and of the 1994 Annual Report for the purpose of soliciting proxies from beneficial owners of the Company's common stock, and the Company will reimburse such brokers, and other record holders for their reasonable out-of-pocket expenditures made in such solicitation. Proxies may be solicited by employees of the Company by mail, telephone, telegraph and personal interview. The Company does not presently intend to pay compensation to any individual or firm for the solicitation of proxies. If management should deem it necessary and appropriate, however, the Company may retain the services of an outside individual or firm to assist in the solicitation of proxies. STOCKHOLDER PROPOSALS Stockholders who wish to submit proposals to be included in the 1995 proxy materials and to be voted upon at the 1995 Annual Meeting must do so by May 2, 1995. Any such proposal should be presented in writing to the Secretary of the Company at the Company's principal offices. 14 17 OTHER MATTERS The minutes of the Annual Meeting of Stockholders held on October 4, 1993 will be presented to the meeting, but it is not intended that action taken under the proxy will constitute approval of the matters referred to in such minutes. The Board of Directors knows of no other matters to be brought before the meeting. If any other matters should come before the meeting, however, the persons named in the proxy will vote such proxy in accordance with their discretion on such matters. DAVID K. GINN Secretary 15 18 OXFORD INDUSTRIES, INC. NOTICE OF ANNUAL MEETING AND PROXY STATEMENT Annual Meeting of Stockholders October 3, 1994 (LOGO) 19 OXFORD INDUSTRIES, INC. PROXY -- ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 3, 1994 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned appoints J. HICKS LANIER, R. WILLIAM LEE, JR., and DAVID K. GINN, and each of them, proxies, with full power of substitution, for and in the name of the undersigned, to vote all shares of the common stock of Oxford Industries, Inc. that the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on Monday, October 3, 1994, at 3:00 p.m., local time, at the principal offices of Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and at any adjournment thereof, upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is acknowledged, and upon any other business that may properly come before the meeting or any adjournment thereof. Said persons are directed to vote as follows, and otherwise in their discretion upon any other business: 1. Proposal to elect the four nominees listed below. If a nominee becomes unable to serve, the proxy will be voted for a substitute nominee or will not be voted in the discretion of said persons appointed above. / / FOR all nominees listed / / WITHHOLD AUTHORITY to vote below (except as indicated for all nominees listed to the contrary below*) below
NOMINEES: Ellis, Gallagher, Shaw and J. Hicks Lanier *INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name in the space provided below. - - -------------------------------------------------------------------------------- (CONTINUED AND TO BE SIGNED ON REVERSE) (CONTINUED) 2. Proposal to ratify the appointment of Arthur Andersen & Co., independent certified public accountants, as auditors for the fiscal year ending June 2, 1995. / / FOR / / AGAINST / / ABSTAIN Please sign and date below and return this proxy immediately in the enclosed envelope, whether or not you plan to attend the annual meeting. ------------------------------ Signature ------------------------------ Signature if held jointly Dated: --------------------- , 1994 IMPORTANT: Please date this proxy and sign exactly as your name or names appear. If shares are jointly owned, both owners should sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If signing as a corporation, please sign in full corporate name by President or other authorized officer. If signing as a partnership, please sign in partnership name by authorized person.
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