LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 2003
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To Linens 'n Things, Inc. Shareholders:
The Annual Meeting of Shareholders of Linens 'n Things, Inc., a Delaware
corporation (the "Company"), will be held at the Company's headquarters at 6
Brighton Road, Clifton, New Jersey, on Thursday, May 1, 2003, at 11:00 a.m., for
the following purposes:
1. To elect two directors for a three-year term.
2. To act upon such other business as may properly come before the Annual
Meeting or any postponement or adjournment.
Shareholders of record at the close of business on March 10, 2003 are
entitled to notice of and to vote at the Annual Meeting or at any postponement
or adjournment.
By order of the Board of Directors,
BRIAN D. SILVA
Senior Vice President,
Human Resources,
Administration and Corporate Secretary
April 4, 2003
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YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,
PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
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LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 2003
PROXY STATEMENT
This Proxy Statement is being furnished to the shareholders of Linens 'n
Things, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Shareholders of the Company to be held on Thursday, May 1,
2003, at 11:00 a.m., at 6 Brighton Road, Clifton, New Jersey and at any
postponement or adjournment (the "Annual Meeting"). At the Annual Meeting,
shareholders of the Company are being asked to consider and vote on the election
of two directors, each for a three-year term.
This Proxy Statement, Notice of Meeting and accompanying proxy are first
being mailed to shareholders on or about April 4, 2003.
GENERAL
The holders of record of shares of the Company's Common Stock at the close
of business on March 10, 2003 are entitled to vote such shares at the Annual
Meeting. On March 10, 2003, there were outstanding 44,102,098 shares of Common
Stock.
The presence in person or by proxy of the holders of a majority of the
shares outstanding on the record date is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. Each shareholder is entitled
to one vote, in person or by proxy, for each share of Common Stock held as of
the record date on each matter to be voted on. Abstentions and broker non-votes
are included in determining whether a quorum is present. Broker non-votes occur
when a broker returns a proxy but does not have authority to vote on a
particular proposal.
Shares of Common Stock represented by a properly executed proxy received in
time for the Annual Meeting will be voted as specified in the proxy, unless the
proxy has previously been revoked. Unless contrary instructions are given in the
proxy, it will be voted for the persons designated in the proxy as the Board of
Directors' nominees for director and with respect to any other matter properly
submitted to shareholders at the Annual Meeting, as recommended by the Board of
Directors or, if no recommendation is given, in its discretion.
Shareholders may vote by completing and mailing the proxy card. A proxy may
be revoked prior to the exercise of the proxy either by submitting written
revocation of that proxy to the Corporate Secretary or by submitting a new proxy
bearing a later date via proxy card. A proxy may also be revoked by voting in
person at the Annual Meeting. Attendance at the Annual Meeting will not in
itself constitute revocation of a proxy.
1
If a person is a participant in the Company's 401(k) savings plan and has
Common Stock in a plan account, the proxy also serves as voting instructions for
the plan trustee.
This proxy solicitation is being made on behalf of the Company and the
expense of preparing, printing and mailing this Proxy Statement and proxy is
being paid by the Company. In addition to use of the mails, proxies may be
solicited personally or by telephone, facsimile or electronic mail by regular
employees or directors of the Company without additional compensation. The
Company will reimburse banks, brokers and other custodians, nominees and
fiduciaries for their costs in sending proxy materials to the beneficial owners
of Common Stock.
MULTIPLE COPIES OF ANNUAL REPORT AND PROXY STATEMENT
When more than one holder of Common Stock share the same address, the
Company may deliver only one annual report and one proxy statement to that
address unless the Company has received contrary instructions from one or more
of those shareholders. Similarly, brokers and other intermediaries holding
shares of Common Stock in "street name" for more than one beneficial owner with
the same address may deliver only one annual report and one proxy statement to
that address if they have received consent from the beneficial owners of the
stock.
The Company will deliver promptly upon written or oral request a separate
copy of the Annual Report and Proxy Statement to any shareholder, including a
beneficial owner of stock held in "street name," at a shared address to which a
single copy of either of those documents was delivered. To receive additional
copies of the Annual Report and Proxy Statement, you may call, write or e-mail
Investor Relations, Linens 'n Things, Inc., 6 Brighton Road, Clifton, New Jersey
07015, telephone number (973) 815-2929, e-mail investor@lnt.com.
You may also contact Investor Relations at the Company at the address or
telephone number above if you are a shareholder of record of the Company and you
wish to receive a separate Annual Report and Proxy Statement in the future, or
if you are currently receiving multiple copies of the Annual Report and Proxy
Statement and want to request delivery of a single copy in the future. If your
shares are held in "street name" and you want to increase or decrease the number
of copies of the Annual Report and Proxy Statement delivered to your household
in the future, you should contact the broker or other intermediary who holds the
shares on your behalf.
CORPORATE GOVERNANCE
The Board of Directors has been actively reviewing our corporate governance
policies and practices. This includes comparing our current policies and
practices with best governance policies and practices suggested by various
authorities active in corporate governance as well as the practices of other
public companies. Based upon this review, the Board of Directors plans to adopt
those changes that it believes are the best corporate governance policies and
practices for the Company. We will also adopt all changes to comply with the
Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange.
2
ELECTION OF DIRECTORS
GENERAL
The Board of Directors currently consists of six members and is divided
into three classes of equal size. Directors are generally elected for three year
terms on a staggered term basis, so that each year the term of office of one
class will expire and the terms of office of the other classes will extend for
additional periods of one and two years respectively. This year's nominees have
been nominated to serve for a three-year term expiring in 2006. The Company has
inquired of the nominees and determined that they will serve if elected. If for
any reason any nominee is not available for election, which is not expected, the
proxy committee may vote for such substitute nominee as may be recommended by
the Board of Directors.
Directors are elected by the affirmative vote of a plurality of the votes
cast at the Annual Meeting and entitled to vote. Abstentions are not counted as
votes cast and have no effect on the outcome.
The nominees are current directors of the Company. Set forth below is a
description of the background of each nominee. Also set forth below is a
description of the background of the existing directors whose terms of office
extend beyond the Annual Meeting. The Board of Directors recommends that
shareholders vote "FOR" the Company's nominees for director.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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PHILIP E. BEEKMAN
AGE: 71
DIRECTOR SINCE: 1997
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: President of Owl Hollow Enterprises, Inc., a consulting and
investment company. Mr. Beekman has served as a Director of
the Company since January 1997. From 1986 to 1994, Mr.
Beekman was Chairman of the Board and CEO of Hook SupeRx,
Inc., a retail drug store chain. Prior to that he was
President and Chief Operating Officer of Seagram Company
Limited.
OTHER DIRECTORSHIPS: General Chemical Group, Inc., Kendle International Inc.,
Panavision, Inc. and Sunbeam Corporation.
EXPIRATION OF NE
TERM AS DIRECTOR: 2006
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3
HAROLD F. COMPTON
AGE: 55
DIRECTOR SINCE: 1998
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: President and Chief Executive Officer of CompUSA Inc. Mr.
Compton joined CompUSA in 1994 as Executive Vice
President-Operations, becoming Executive Vice President and
Chief Operating Officer in 1995 and President of CompUSA
Stores in 1996.
EXPIRATION OF NEW
TERM AS DIRECTOR: 2006
DIRECTORS WHOSE TERMS DO NOT EXPIRE THIS YEAR
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NORMAN AXELROD
AGE: 50
DIRECTOR SINCE: 1996
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: CEO of the Company since 1988. Chairman of the Board of
Directors since 1997. Between 1976 and 1988 Mr. Axelrod held
various management positions at Bloomingdale's, ending with
Senior Vice President, General Merchandise Manager.
OTHER DIRECTORSHIPS: Reebok International Ltd., Jaclyn, Inc.
EXPIRATION OF CURRENT
TERM AS DIRECTOR: 2005
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4
MORTON E. HANDEL
AGE: 68
DIRECTOR SINCE: 2000
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: Chairman of the Board of Marvel Enterprises Inc. since 1998.
From 1997 to 2001, Mr. Handel was President, CEO and a
director of Ranger Industries, Inc., formerly Coleco
Industries, Inc. Between 1974 and 1990 Mr. Handel held
various executive management positions at Coleco Industries,
Inc. including Chairman and CEO.
OTHER DIRECTORSHIPS: Marvel Enterprises Inc. Mr. Handel is also a Regent of the
University of Hartford.
EXPIRATION OF CURRENT
TERM AS DIRECTOR: 2005
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STANLEY P. GOLDSTEIN
AGE: 68
DIRECTOR SINCE: 1996
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: Mr. Goldstein was Chairman of the Board of CVS Corporation,
formerly Melville Corporation, until he retired in 1999, and
prior to May 1998 was Chairman of the Board and CEO of CVS
Corporation. Mr. Goldstein co-founded Consumer Value Stores,
a retail drug chain, in 1963.
OTHER DIRECTORSHIPS: CVS Corporation and Footstar, Inc. Mr. Goldstein is also on
the Board of Overseers of The Wharton School of the
University of Pennsylvania.
EXPIRATION OF CURRENT
TERM AS DIRECTOR: 2004
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5
ROBERT KAMERSCHEN
AGE: 67
DIRECTOR SINCE: FEBRUARY 2003
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE: Retired Chairman and Chief Executive Officer of ADVO, Inc.
Mr. Kamerschen was Chairman and Chief Executive Officer of
DIMAC Corporation, a direct marketing services company, from
September 1999 until February 2002. DIMAC Corporation filed
a voluntary petition for reorganization under the U.S.
bankruptcy laws in April 2000 and emerged from bankruptcy in
February 2001. In July 1999, he retired as Chairman of ADVO,
Inc., a position he had held since 1989. Mr. Kamerschen also
had been Chief Executive Officer of ADVO, Inc. from 1988
until July 1999.
OTHER DIRECTORSHIPS: Memberworks Inc., R.H. Donnelley Corp., IMS Health Inc.,
Synavant, Inc. and RadioShack Corp. Mr. Kamerschen is also a
Regent for the University of Hartford and a Trustee of
Wadsworth Antheneum Museum.
EXPIRATION OF CURRENT
TERM AS DIRECTOR: 2004
6
DIRECTOR COMPENSATION; ATTENDANCE
Directors who are not employees of the Company are paid an annual retainer
of $10,000 which may be taken either in cash or Common Stock of the Company.
Upon initial election or appointment to the Board, each non-employee director
receives 1,000 stock units and an option to purchase 6,000 shares of Common
Stock. Each stock unit represents the right to receive one share of Common
Stock. One-half of these stock units are paid six months and a day after the
grant date and the other half six months later, provided the non-employee
director has not ceased to serve as a director for any reason other than death,
disability, or retirement. In addition, each non-employee director receives
1,000 stock units and an option to purchase 4,000 shares of Common Stock on the
date of each annual meeting. Each director participated in 100% of the meetings
of the Board of Directors and of the committees of which he is a member.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
MEMBERS: Philip E. Beekman (Chairman)
Morton E. Handel
Robert Kamerschen
NUMBER OF MEETINGS IN 2002: 4
FUNCTIONS: o Assists the Board of Directors in fulfilling its
oversight responsibility with respect to accounting
policies, internal controls, financial and operating
controls, standards of corporate conduct and
performance, financial reporting practices and
sufficiency of auditing.
o Serves as a communication point among non-Audit
Committee directors, internal audit, the independent
auditor and Company management as their duties relate
to financial accounting, financial reporting and
internal controls.
o All of the members of the Audit Committee satisfy the
independence and audit committee qualification
standards of the New York Stock Exchange.
Mr. Kamerschen was appointed as a member of the Audit Committee upon his
appointment to the Board of Directors in February 2003. Harold F. Compton served
as a member of the Audit Committee through February 11, 2003.
7
COMPENSATION COMMITTEE
MEMBERS: Stanley P. Goldstein (Chairman)
Harold F. Compton
NUMBER OF MEETINGS IN 2002: 2
FUNCTIONS: o Determines and administers compensation for the senior
officers of the Company and other key members of the
Company's management, including salary and incentive
based plans.
NOMINATING COMMITTEE
Members: Harold F. Compton (Chairman)
Morton E. Handel
NUMBER OF MEETINGS IN 2002: 1
FUNCTIONS: o Considers and determines suitable nominees to the Board
of Directors.
8
EXECUTIVE COMPENSATION
The following table sets forth information on compensation for the
Company's Chairman and Chief Executive Officer and for the four other most
highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------------ ----------------------- --------- -------------
Restricted Number of
Other Annual Stock Securities LTIP All Other
Name and Principal Fiscal Compensation Award(s) Underlying Payouts Compensation
Position Year Salary ($) Bonus ($) ($) ($)(1) Options ($)(1) ($)(2)
------------------------------------------------------------------------- ----------------------- --------- -------------
Norman Axelrod, Chairman 2002 815,192 581,685 __ 0 250,000 0 276,563
and Chief Executive 2001 770,577 0 __ 318,585 300,000 318,612 385,570
Officer 2000 716,154 360,150 __ 1,740,129 300,000 740,634 379,980
Steven B. Silverstein,* 2002 467,308 266,760 __ 0 60,000 0 23,441
President 2001 439,914 0 __ 156,557 100,000 156,529 10,500
2000 366,346 131,250 __ 323,877 75,000 323,877 10,500
Audrey Schlaepfer, 2002 415,385 100,000 69,525(3) 0 0 0 50,000
Executive Vice President, 2001 76,923 40,000 105,410(3) 0 50,000 0 50,000
Chief Merchandising
Officer
William T. Giles, Senior 2002 301,154 128,934 __ 0 45,000 0 2,667
Vice President and Chief 2001 284,231 0 __ 84,080 75,000 84,052 10,200
Financial Officer 2000 259,231 75,600 __ 194,343 40,000 194,343 10,500
Brian D. Silva, Senior 2002 270,000 115,596 __ 0 30,000 0 1,800
Vice President, Human 2001 254,808 0 __ 75,364 50,000 75,391 10,500
Resources, Administration 2000 237,962 67,760 __ 174,157 25,000 174,157 10,500
and Corporate Secretary
* Ceased employment as an executive officer in February 2003. See
"Employment Agreements and Other Executive Agreements."
(1) Awards under the Company's long term incentive plan ("LTIP") are made based
on the executive officers having achieved certain preestablished financial
performance targets. For each of the 3-year cycles ending in fiscal years 2000,
2001 and 2002 the financial targets have been based on earnings and net return
on assets over the prior 3 years. LTIP awards, when and if awarded at the end of
such 3-year cycles based on the executives having achieved such financial
performance targets, vest two years after such performance compensation is
awarded. Awards under the LTIP have been made 50% in restricted stock and 50% in
deferred cash awards. The deferred cash awards are invested in Common Stock by
the plan trustee under the Company's deferred compensation plan. No awards were
made under the LTIP for fiscal 2002. The number and value of all restricted
stock holdings at fiscal year end were: Mr. Axelrod, 23,247 shares, $522,128;
Mr. Silverstein, 5,694 shares, $127,887; Mr. Giles, 3,058 shares, $68,683; and
Mr. Silva, 2,741 shares, $61,563. The number and value of invested shares held
by the plan trustee at fiscal year end with respect to all LTIP deferred cash
awards for all fiscal years for each of the named executives were: Mr. Axelrod,
11,588 shares, $260,266; Mr. Silverstein, 5,693 shares, $127,865; Mr. Giles,
3,057 shares, $68,660; and Mr. Silva, 2,742 shares, $61,585. Holders of
restricted stock and invested shares held under the deferred compensation plan
are entitled to be credited with any dividends on such shares.
9
(2) For fiscal year 2002 these values represent amounts contributed under the
Company's 401(k) profit sharing plan. In addition, for Mr. Axelrod, the fiscal
2002 amount also includes the present value cost equal to $252,388 of the
Company's portion of fiscal 2002 premiums for split dollar insurance above the
term coverage level, $12,097 of imputed income associated with the term portion
of the split dollar arrangement and $6,643 of related tax reimbursement. For Mr.
Silverstein, the fiscal 2002 amount also includes the present value cost equal
to $17,189 of the Company's portion of fiscal 2002 premiums paid on split dollar
insurance above the term coverage level, $2,245 of imputed income associated
with the term portion of the split dollar arrangement and $892 of related tax
reimbursement. For Ms. Schlaepfer, the fiscal 2002 amount represents the second
of two employment inducement payments pursuant to her agreement to become an
executive officer.
(3) For fiscal 2002 represents relocation costs including moving costs,
temporary housing and purchase related costs of $34,787 and related tax
reimbursement of $34,738; and for fiscal 2001 represents relocation costs of
$95,168 and related tax reimbursement of $10,242.
10
OPTION GRANTS IN LAST FISCAL YEAR. The table below sets forth certain
information concerning stock options granted during fiscal 2002 by the Company
to the named executive officers.
The grant date present values shown in the following table are required by
SEC regulations, and are not intended to forecast possible future appreciation.
The Company is not aware of any formula which will predict with reasonable
accuracy the future appreciation of equity securities. No benefit from the grant
of stock options can be realized by optionees unless there is an appreciation in
stock price, which will benefit all shareholders commensurately.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE) DATE ($)(2)
--------------------------------------------------------------------------------------------------------------------------
Norman Axelrod 250,000 19.95% 23.54 11/05/09 2,976,750
Steven B. Silverstein 60,000 4.78% 23.54 11/05/09 714,420
Audrey Schlaepfer - - - - -
William T. Giles 45,000 3.59% 23.54 11/05/09 535,815
Brian D. Silva 30,000 2.39% 23.54 11/05/09 357,210
(1) Options granted in fiscal 2002 may vest upon achievement of certain
preestablished financial targets, but in no case sooner than 24 months after the
date of grant. In the event not earlier vested, the options will vest in 2009.
(2) The hypothetical present values on the grant date are calculated under the
modified Black-Scholes Model, which is a mathematical formula used to value
options traded on stock exchanges. This formula considers a number of factors in
hypothesizing an option's present value. Factors used to value options granted
include the stock's expected volatility rate (47.39%), risk free rate of return
(2.24%), dividend yield (0%), projected time of exercise (6.85 years) and
projected risk of forfeiture and non-marketability for the vesting period (7.66%
per annum).
11
OPTION EXERCISES AND YEAR-END OPTION HOLDINGS. The following table shows
information regarding option exercises during fiscal 2002 as well as fiscal 2002
year-end option holdings for each of the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
Norman Axelrod 0 0 799,349/941,635 1,808,348/974,250
Steven B. Silverstein 0 0 206,051/280,825 740,550/403,250
Audrey Schlaepfer 0 0 12,500/37,500 42,500/127,500
William T. Giles 0 0 90,014/168,331 318,175/294,150
Brian D. Silva 22,345 240,864 37,502/117,498 12,750/195,250
EMPLOYMENT AGREEMENTS AND OTHER EXECUTIVE AGREEMENTS
EMPLOYMENT AGREEMENTS. The Company has employment agreements with each of
the current executive officers who are named in the Summary Compensation Table
(the "Employment Agreements"). The following briefly summarizes the principal
terms of these Employment Agreements.
The period of employment under the Employment Agreements extends for
initial terms of approximately four years subject to automatic one-year
extensions at the end of the initial terms unless the executive fails to seek
renewal or the Company gives notice of non-renewal. A Company notice of
non-renewal prior to the executive reaching age 60 would constitute a
constructive termination of the executive without cause. During Mr. Axelrod's
employment term he may relinquish any or all of his executive officer positions,
and if he relinquishes all such executive officer positions, he has agreed to
remain employed by the Company in an appropriate capacity at reduced
compensation until age 60.
The Employment Agreements provide for payment of an annual base salary that
will be reviewed at the discretion of the Compensation Committee but limit any
reduction in base salary. The Employment Agreements also include provisions
concerning annual incentive compensation with minimum target annual incentive
awards of not less than seventy percent of base salary for Mr. Axelrod and not
less than forty percent of base salary for the other executives, and long-term
incentive compensation with a minimum target award opportunity of not less than
thirty-five percent of base salary for Mr. Axelrod and ranging from not less
than fifteen percent to not less than thirty percent of base salary for the
other executives.
12
The Employment Agreements generally provide for (i) participation during
the employment term in benefit plans and programs including retirement benefits,
life insurance, medical benefits and, in the case of Mr. Axelrod, a supplemental
executive retirement benefit and split dollar life insurance benefit and (ii)
restrictive covenants including non-competition, non-disclosure,
non-solicitation of employees and availability for litigation support. Upon a
termination for cause, the executives have agreed not to compete with the
Company for a period of one year (2 years in the case of Mr. Axelrod). In
addition, in the case of voluntary termination by the executive, the Company may
elect to pay the executive over a 12-month period an amount equal to the
executive's annual base salary and target annual bonus in exchange for the
executive's agreement not to compete with the Company for a period of one year.
In the event the executive's employment is terminated other than for cause
and other than by voluntary termination, the Employment Agreements provide for
(i) continued payment of salary and target annual incentive compensation for 30
months for Mr. Axelrod and from 12 to 18 months for the other executives, (ii)
continuation at Company cost of medical, health and life insurance benefits for
30 months for Mr. Axelrod and 24 months for the other executives, (iii) in the
case of Mr. Axelrod, vesting of outstanding options, restricted or deferred
stock awards and long-term incentive awards (and pro rata payment of such
long-term incentive awards based on actual and target performance) and the right
in certain cases to exercise vested options for the remainder of the term of the
options, (iv) additional age and service credit (30 months for Mr. Axelrod and
24 months for any other eligible executive officers) for purposes of determining
the amount payable under any supplemental executive retirement plan for which
the executive may then be eligible, and (v) in the case of Mr. Axelrod, a lump
sum actuarial amount to account for the benefit he would have received under his
split dollar insurance arrangement had the Company continued to make the
required insurance premium payments for an additional 30-month period.
In the event an executive officer's employment is terminated following a
change in control, other than for cause and other than by voluntary termination,
the Employment Agreements generally provide for (i) lump sum severance benefits
equal to 2 times (2.99 for Mr. Axelrod) the annual base salary and target bonus,
(ii) continuation of medical, health and life insurance at Company cost until
age 60 for Mr. Axelrod and for 24 months for the other executives, (iii) vesting
of outstanding options, restricted or deferred stock awards and long-term
incentive awards (and pro rata payment of such long-term incentive awards based
on actual and target performance), and the right in certain cases to exercise
vested options for the remainder of the term of the options, (iv) additional age
and service credit (36 months for Mr. Axelrod and 24 months for any other
eligible executive officers) for purposes of determining the amount payable
under any supplemental executive retirement plan for which the executive may
then be eligible, and (v) in the case of Mr. Axelrod, a lump sum actuarial
amount to account for the benefit he would have received under his split dollar
insurance arrangement had the Company continued to make required insurance
premium payments for an additional 30-month period.
A "change in control" is defined to include a variety of events, including
significant changes in the stock ownership of the Company or a significant
subsidiary, certain changes in the Company's Board of Directors, certain mergers
and consolidations of the
13
Company or a significant subsidiary, and the sale or disposition of all or
substantially all the consolidated assets of the Company. "Cause" is defined
generally as a breach of the restrictive covenants contained in the Employment
Agreements, certain felony convictions, or willful acts or gross negligence that
are materially damaging to the Company.
If payments under the Employment Agreements following a change in control
are subject to the golden parachute excise tax, the Company will make an
additional gross-up payment sufficient to ensure that the net after-tax amount
retained by the executive (taking into account all taxes, including those on the
gross-up payment) is the same as it would have been had such excise tax not
applied. The Employment Agreements obligate the Company to indemnify the
executives to the fullest extent permitted by law, including the advancement of
expenses, and, in the case of Mr. Axelrod, provides that the Company will
reimburse Mr. Axelrod for expenses incurred in seeking enforcement of his
Employment Agreement, unless the assertion of such right is in bad faith or
frivolous.
SEPARATION FROM EMPLOYMENT. Mr. Silverstein's position as an executive
officer with the Company ceased in February 2003. Pursuant to his employment
agreement, he is entitled to (i) continued payment of salary and annual
incentive compensation at target levels of 60% of base salary for 18 months,
(ii) settlement of all deferred compensation in accordance with his deferred
compensation elections, (iii) a continuation of benefits under the executive
medical, health and life insurance plans of the Company for up to 18 months
following his separation, and (iv) an additional two years of age and service
time credit under the Company's supplemental executive retirement plan, for a
total of 13 years of credited service. In addition, the Company has proposed an
agreement under which Mr. Silverstein would be entitled to exercise (i) all
vested stock options, for a period ending two years from the date of his
separation and (ii) all options which would have vested within one year from his
separation date, for an exercise period beginning on the date such options would
have vested and ending two years from his separation date. At the conclusion of
such two year period, all such outstanding options would terminate. A formal
separation agreement has not yet been executed. All outstanding restricted stock
or deferred stock awards not vested as of the date of Mr. Silverstein's
separation have terminated.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Company has in effect a
supplemental executive retirement plan for Mr. Axelrod and Mr. Silverstein which
provides annual retirement benefits, commencing at or after age 55, following
retirement from active service. The net annual benefit under the plan is
determined based on three primary components: (i) 1.6% of final average
compensation, times (ii) years of service, reduced by (iii) an offset amount.
The offset amount for Mr. Axelrod ranges from $260,000 (assuming cessation of
employment were to occur at age 50) to $530,000 (assuming cessation of
employment were to occur at or following age 55). In no event will the annual
benefit amount exceed 50% of final average compensation. "Final average
compensation" means the average of the participant's base salary and bonus
compensation (excluding equity compensation) for the three years (which need not
be consecutive) with the Company or its affiliates that yield the highest
average compensation. Under the plan Mr. Axelrod has 14 years of credited
service and Mr. Silverstein has 13 years of credited service. Assuming a twenty
percent increase in final average compensation from the highest annual covered
compensation in the Summary Compensation
14
Table and assuming retirement from service at age 60, and taking into account
the offset amount, the estimated annual retirement benefit payable by the
Company under the plan would be approximately $140,501 for Mr. Axelrod. The
annual retirement benefit payable by the Company under the plan, commencing at
age 55, will be approximately $139,108 for Mr. Silverstein. There is no offset
for social security benefits. Upon the occurrence of a change in control, as
defined in the plan, the participant would automatically become fully vested and
have an immediate right to begin receiving the annual benefit amount (regardless
of the participant's age or years of credited service, and regardless of whether
the participant is then employed by the Company) in the standard form or in a
lump sum, at the participant's election. The participant need not terminate
employment in order to receive the annual benefit amount pursuant to a change in
control.
The Company also has had collateral assignment split dollar insurance
arrangements with Mr. Axelrod and Mr. Silverstein. The Company has paid annual
premiums under the policies until the earlier of termination of service,
retirement or age 55. The arrangement is designed so that the Company would
ultimately receive back from the policy value (the "Company Amount") the sum of
all annual premium payments made by the Company, plus an interest factor of 3.4%
annually. The executive's interest in the cash value and death benefit value
under the policy is equal to the total policy value minus the Company.
15
REPORT ON COMPENSATION OF EXECUTIVE OFFICERS
Compensation decisions for the Company's Chief Executive Officer and the
other named executive officers for fiscal 2002 were reviewed and determined by
the Compensation Committee.
The overall objectives of the Company's executive compensation program are
to attract and retain the highest quality executives to manage and lead the
Company, and to provide annual and long-term incentives to management, based on
both Company performance and individual performance, in order to build and
sustain value for shareholders.
The Company's executive compensation program for fiscal 2002 was reviewed
and approved by the Compensation Committee. A national compensation consultant
was retained by the Compensation Committee to assist in reviewing competitive
compensation programs for the Company in connection with the Company's senior
officers, including the Chief Executive Officer and each of the other named
executive officers as well as other members of the management group. This review
includes compensation levels reported for senior executives of a survey group of
retailers. The survey group is not the same group of companies included in the
Peer Group Index set forth in the Company's Performance Graph below because, in
the view of the Compensation Committee and its compensation consultant, such
survey group is not necessarily the most representative group for purposes of
determining competitive compensation pay practices for the senior executives.
The Compensation Committee reviews the competitiveness of the Company's
executive compensation practices on an annual basis.
ANNUAL BASE SALARY. Annual base salaries for the Chief Executive Officer
and the other named executives were initially established at approximately the
mean of the range of salaries considered in the survey group, with increases, if
any, through fiscal 2002 made by the Compensation Committee based on its view of
appropriate, competitive annual base salary levels for such executives. Actual
total remuneration levels may range below or above target in any one year and
over a period of years, based on performance against annual and long-term goals
and return to shareholders. No base salary increases were made for any of the
named executive officers in fiscal 2002.
INCENTIVE AWARDS. The Company's incentive program provides for annual cash
bonuses based on performance relative to predetermined objectives established
for the year. For fiscal 2002, the target award rate was 75% for the Chief
Executive Officer, 60% for Mr. Silverstein, 45% for Messrs. Giles and Silva and
40% for Ms. Schlaepfer. Larger awards may be made if performance exceeds
predetermined objectives. Smaller or no awards may be made if performance falls
below such objectives. Eligible members of management, including the Chief
Executive Officer and the other executive officers, can defer receipt of a
portion of their incentive award. For fiscal 2002, annual award targets for the
Chief Executive Officer and the other named executives were based on specific
earnings objectives established by the Compensation Committee in early 2002.
Actual fiscal 2002 annual incentive awards ranged from 62.5% to 98.8% of the
target levels for each of the executive officers (see Summary Compensation Table
above).
16
Long-term incentive awards for the executive officers are made under the
Company's LTIP. If the executive officers achieve certain preestablished
financial performance targets over a 3-year period, LTIP awards are determined
and made by the Compensation Committee. Such LTIP awards have been comprised of
50% restricted stock and 50% deferred cash awards (with the deferred cash awards
invested in Company Common Stock by the plan trustee under the Company's
deferred compensation plan). The financial performance targets under the LTIP
for the 3-year cycle ending in fiscal 2002 were established based on earnings
and net return on assets. No awards were made under the LTIP for the performance
cycle ending in fiscal 2002.
STOCK BASED COMPENSATION. The Board of Directors and the Compensation
Committee are of the view that stock ownership or its equivalent by management
aligns the interest of management with the Company's shareholders. Stock options
are granted at fair market value and are intended to align executive
compensation opportunities with shareholder returns. Stock options granted
during fiscal 2002 were part of the Compensation Committee's customary annual
review and these option grants were made at levels which the Compensation
Committee determined to be appropriate long-term equity-based incentives to such
executives. In determining the specific levels of individual option grants for
fiscal 2002 for the Chief Executive Officer and each of the other executive
officers, the Compensation Committee considered and weighed a number of factors,
including annual stock option grant levels of the peer group of retail
companies; past levels of annual option grants to Company executives; the
executive's position, responsibilities, salary and performance levels; and
projected stock option grant values. Stock options granted during fiscal 2002
may vest upon the achievement of certain preestablished financial targets, but
in no case sooner than 24 months after the date of grant. In the event not
earlier vested, the options vest in 2009. Stock options are intended to provide
long term compensation incentives, and future grants of options or other awards
will be reviewed and determined periodically by the Compensation Committee.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). Section 162(m) of the
Internal Revenue Code generally allows a deduction to publicly traded companies
for certain qualifying performance-based compensation. Section 162(m) disallows
a deduction to the extent of certain non-performance based compensation over $1
million paid to the Chief Executive Officer or to any of the four other most
highly compensated executive officers. The Company believes that Section 162(m)
deduction limits for fiscal 2003 will not be applicable or, if applicable, would
not be material in terms of net financial effect. Therefore, the Company does
not intend to seek to restructure any fiscal 2003 compensation arrangements. The
Company and the Compensation Committee will continue to monitor this matter.
COMPENSATION COMMITTEE
Stanley P. Goldstein, Chairman
Harold F. Compton
17
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is comprised entirely of
independent outside directors. Its primary function is to oversee the Company's
system of internal controls, financial reporting practices and audit functions
to ensure their quality, integrity and objectivity.
For fiscal 2002, the Audit Committee reviewed the overall audit scope,
plans and results of the audit engagement. The Committee also met separately
without management present with the independent auditor to discuss the year's
audit. In addition, the Committee reviewed and discussed the Company's annual
financial statements with management before issuance.
The Audit Committee has discussed with the independent auditor the matters
required to be discussed by SAS 61, COMMUNICATION WITH AUDIT COMMITTEES, of the
Auditing Standards Board of the American Institute of Certified Public
Accountants. The Audit Committee has also received and reviewed the written
disclosures and confirmation from the independent auditor required by
Independence Standards Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT
COMMITTEES, of the Independence Standards Board, and has discussed with the
auditor the auditor's independence.
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for fiscal 2002.
AUDIT COMMITTEE
Philip E. Beekman, Chairman
Harold F. Compton
Morton E. Handel
Mr. Kamerschen, who was appointed as a member of the Audit Committee upon
his appointment to the Board of Directors in February 2003, did not participate
in the matters identified by this Report. Mr. Compton served as a member of the
Audit Committee through February 11, 2003.
18
PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
shareholders' return on the Company's Common Stock on an annual basis from
December 31, 1997 through January 4, 2003, with the cumulative total return on
the Standard & Poor's Specialty Retail Index, the Peer Group Index and the
Standard & Poor's 500 Index for the same period. In accordance with the SEC
rules, the returns are indexed to a value of $100 at December 31, 1997 and it is
assumed that all dividends were reinvested.
The Peer Group Index is comprised of the following companies in the retail
industry: Bed Bath & Beyond Inc.; The Bombay Company, Inc.; Borders Group, Inc.;
Haverty Furniture Companies, Inc.; Jo-Ann Stores, Inc.; Michaels Stores, Inc.;
Petsmart, Inc.; Pier 1 Imports, Inc.; Sharper Image Corporation; The Sports
Authority, Inc.; and Williams-Sonoma, Inc. The returns of each issuer in the
Peer Group Index have been weighted according to the issuer's stock market
capitalization at the beginning of each period for which a return is indicated.
{PERFORMANCE GRAPH]
12/31/97 12/31/98 12/31/99 12/29/00 12/28/01 1/04/03
-------- -------- -------- -------- -------- -------
Linens 'n Things $100 $182 $135 $127 $117 $103
S&P Specialty Retail 100 78 56 46 75 66
Peer Group 100 119 109 104 182 199
S&P 500 100 129 156 141 125 97
19
BENEFICIAL OWNERSHIP OF COMMON STOCK
CERTAIN BENEFICIAL OWNERS. The following table sets forth certain
information as to beneficial ownership of each person known to the Company to
own beneficially more than 5% of the outstanding Common Stock of the Company as
of February 14, 2003.
Beneficial Owner Number of Shares Percent of Class
---------------- ---------------- ----------------
PRIMECAP Management Company (1)........... 4,181,830 9.5%
FMR Corp. (2)............................. 2,446,664 5.5%
Vanguard Horizon Funds - Vanguard......... 2,300,000 5.2%
Capital Opportunity Fund (3).
_______________________________
(1) Pursuant to an amended Schedule 13G filed on September 17, 2002, PRIMECAP
Management Company has sole voting power with respect to 1,881,830 shares, and
sole dispositive power with respect to 4,181,830 shares. The address for
PRIMECAP Management Company is 225 South Lake Avenue # 400, Pasadena, California
91101.
(2) Pursuant to an amended Schedule 13G filed on February 13, 2003 by FMR Corp.,
Edward C. Johnson 3d and Abigail P. Johnson (collectively, "FMR"), FMR has sole
voting power with respect to 6,964 shares and sole dispositive power with
respect to 2,446,664 shares. The address for FMR is 82 Devonshire Street,
Boston, Massachusetts 02109.
(3) Pursuant to an amended Schedule 13G filed on February 11, 2003, Vanguard
Horizon Funds - Vanguard Capital Opportunity Fund has sole voting power and
shared dispositive power with respect to 2,300,000 shares. The address for
Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
20
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS. The following table
sets forth certain information as to beneficial ownership of the outstanding
Common Stock of the Company as of February 1, 2003, by each director of the
Company, each of the named executive officers listed in the Summary Compensation
Table, and all executive officers and directors of the Company as a group.
Except as otherwise indicated, each person listed below has sole voting and
investment power with respect to such shares. No director or executive officer
beneficially owns more than one percent of the total outstanding Common Stock
other than Mr. Axelrod who would be deemed beneficially to own 2.20% and all
directors and executive officers which as a group would be deemed beneficially
to own 2.83% of the outstanding Common Stock.
No. of Shares of No. of Shares of
Name of Beneficial Owner Common Stock(1) Name of Beneficial Owner Common Stock(1)
------------------------------------ --------------------- --------------------------------- ------------------
N. Axelrod.......................... 989,366(2) S. Silverstein................... 265,277(3)
P. Beekman.......................... 31,770 A. Schlaepfer.................... 12,500
S. Goldstein........................ 38,570 W. Giles......................... 116,219
H. Compton.......................... 16,724 B. Silva......................... 65,895
M. Handel........................... 7,491
R. Kamerschen....................... 3,300 All executive officers and
directors as a group............. 1,281,835
(1) Includes restricted stock having voting power but no investment power;
shares subject to stock options that were exercisable as of February 1, 2003 or
that will become exercisable within 60 days thereafter, as follows: Mr. Axelrod,
799,349; Mr. Beekman, 21,400; Mr. Goldstein, 21,400; Mr. Compton, 12,000; Mr.
Handel, 4,667; Ms. Schlaepfer, 12,500; Mr. Giles, 90,014; Mr. Silva, 37,502; Mr.
Silverstein, 206,051; all directors and executive officers as a group, 998,832;
and invested shares held in the Company's deferred compensation plan pursuant to
LTIP deferred cash awards, as follows: Mr. Axelrod, 11,588 shares; Mr.
Silverstein, 5,693 shares; Mr. Giles, 3,057 shares; and Mr. Silva, 2,742 shares.
(2) Includes 400 shares held by Mr. Axelrod's minor children, as to which shares
Mr. Axelrod disclaims beneficial ownership.
(3) Includes 800 shares held by Mr. Silverstein's minor children, as to which
shares Mr. Silverstein disclaims beneficial ownership.
21
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file reports regarding beneficial ownership
of the Company's Common Stock with the Commission, and to furnish the Company
with copies of all such filings. Based on a review of these filings, the Company
believes all such filings were timely made.
22
EQUITY COMPENSATION PLAN INFORMATION
------------------------------- ---------------------------- ---------------------------- ----------------------------
(a) (b) (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Number of securities
remaining available for
Number of securities to be Weighted-average exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
outstanding options, options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans
approved by security
holders(1) 3,570,118 $23.65 639,005
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not
approved by security 1,777,130 $22.32 2,136,325
holders(2)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Total 5,347,248 $23.21 2,775,330
------------------------------- ---------------------------- ---------------------------- ----------------------------
(1) 2000 Stock Award and Incentive Plan ("2000 Plan") which provides for grants
of stock options and other equity based awards; 1996 Incentive Compensation
Plan; and the 1996 Non-Employee Director Stock Plan. The 2000 Plan
superceded the 1996 Incentive Compensation Plan and the 1996 Non-Employee
Director Stock Plan, except for outstanding equity awards under those
plans, the termination or forfeiture of which became available for awards
under the 2000 Plan.
(2) LNT Broad-Based Equity Plan. The LNT Broad-Based Equity Plan was adopted by
the Board of Directors and became effective on October 12, 2000. The plan
is administered as a "broad-based plan" under Rule 312 of the New York
Stock Exchange Rules. The plan provides for grants of stock based awards to
full-time employees of the Company and its subsidiaries other than
executive officers of the Company. Participants in the plan may be granted
stock options, stock appreciation rights, restricted stock, deferred stock,
bonus stock or other stock-based awards, or performance awards. All stock
option grants have an exercise price per share that is no less than the
fair market value per share of Company Common Stock on the grant date and
may have a term of no longer than ten years from grant date. For further
information concerning the plan, see Note 11 to the Company's consolidated
financial statements included in the 2002 Annual Report on Form 10-K.
23
INDEPENDENT AUDITOR
The Board of Directors has selected KPMG LLP as the Company's independent
auditor to make an examination of the accounts of the Company for fiscal year
2003. KPMG LLP has served as the independent auditor of the Company since the
Company's 1996 IPO. Representatives of KPMG LLP are expected to be present at
the Annual Meeting and will be available to respond to appropriate questions and
to make such statements as they may desire.
The fees billed for services rendered for the Company by KPMG LLP for
fiscal 2002 were as follows:
Audit Fees $ 235,675
Financial Information Systems Design and
Implementation Fees $ --
All Other Fees:
Audit related fees(1) $ 135,150
Other non-audit services(2) $ 49,300
---------
Total All Other Fees $ 184,450
=========
(1) Audit related fees consist of S-3 Registration Statement filing services,
audit of financial statements of employee benefit plans, and accounting and
financial reporting consultation.
(2) Other non-audit services consisted of tax compliance and tax advisory
services.
The Audit Committee has considered whether the provision of the services covered
under the captions "Financial Information Systems Design and Implementation
Fees" and "All Other Fees" above is compatible with maintaining the auditor's
independence.
24
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Any proposal of a shareholder intended to be presented at the Company's
2004 Annual Meeting of Shareholders must be received by the Secretary of the
Company not later than December 6, 2003 to be included in the Company's Proxy
Statement, Notice of Meeting and Proxy relating to the 2004 Annual Meeting.
The Company's Bylaws establish an advance written notice procedure for
shareholders seeking to nominate candidates for election as directors at any
Annual Meeting of Shareholders, or to bring business before an Annual Meeting of
Shareholders of the Company. The Bylaws provide that only persons who are
nominated by or at the direction of the Board, or by a shareholder who has given
timely written notice to the Secretary of the Company prior to the meeting at
which directors are to be elected, will be eligible for election as directors of
the Company. The Bylaws also provide that at any meeting of shareholders only
such business may be conducted as has been brought before the meeting by or at
the direction of the Board or, in the case of an Annual Meeting of Shareholders,
by a shareholder who has given timely written notice to the Secretary of the
Company of such shareholder's intention to bring such business before such
meeting. Under the Bylaws, for any such shareholder notice to be timely, such
notice must be received by the Company in writing not less than 60 days nor more
than 90 days prior to the meeting, or in the event that less than 70 days'
notice or prior public disclosure of the date of the Annual Meeting is given or
made to shareholders, to be timely, notice by the shareholder must be received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting or such public disclosure was made. Under
the Bylaws, a shareholder's notice must also contain certain information
specified in the Bylaws.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS HAS BEEN MAILED TO
ALL SHAREHOLDERS OF RECORD. SHAREHOLDERS, UPON WRITTEN REQUEST TO INVESTOR
RELATIONS, LINENS 'N THINGS, INC., 6 BRIGHTON ROAD, CLIFTON, NEW JERSEY 07015,
MAY RECEIVE, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND LIST OF
EXHIBITS, REQUIRED TO BE FILED WITH THE SEC FOR THE 2002 FISCAL YEAR.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than the
matters referred to above. Proxies in the enclosed form will be voted in respect
of any other business that is properly brought before the Annual Meeting as
recommended by the Board of Directors or, if no such recommendation is given, in
the discretion of the proxy holders.
25
DETACH HERE
PROXY
LINENS 'N THINGS, INC.
MAY 1, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF LINENS 'N THINGS, INC.
The undersigned hereby appoints Brian D. Silva, William T. Giles and Denise
Tolles, and each of them, with power of substitution,proxies for the undersigned
and authorizes each of them to represent and vote, as designated, all of the
shares of stock of Lines 'n Things, Inc. (the "Company") which the undersigned
may be entitled to vote at the Annual Meeting of Shreholders of the Company to
be held at the Company's headquarters at 6 Brighton Road, Clifton, New Jersey on
May 1, 2003 and at any adjournment or postponement of such meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO CONTRARY DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" PROPOSAL 1. PLEASE VOTE PROMPTLY.
---------------- ----------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
---------------- ----------------
LINENS 'N THINGS, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
PLEASE MARK
/X/ VOTE AS IN
THIS EXAMPLE
1. ELECTION OF TWO DIRECTORS FOR A THREE-YEAR TERM.
(01) PHILIP E. BEEKMAN
(02) HAROLD F. COMPTON
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
FOR
ALL / /
EXCEPT __________________________________________________
NOTE: If you do not wish your shares voted "FOR" a particular
nominee, mark the "For All Except" box and write the name on
the line above. Your shares will be voted "FOR" the remaining
nominee.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as your name or names appear hereon.
When signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such. If a
corporation, please print the full corporate name and sign
by president or other authorized officer. If a partnership,
please print the full partnership name and sign by
authorized person.
Signature:__________________________________ Date: ___________ Signature:__________________________________ Date: __________