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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:
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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.
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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
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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.
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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.
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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
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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.
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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
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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%)
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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.
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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%.
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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
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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.
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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.
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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
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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.
