UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Commission Only (as permitted by
Rule 14a-6(e)(2))
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Helen of Troy Limited
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(Name of Registrant as Specified In Its Charter)
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[HELEN OF TROY LOGO]
HELEN OF TROY LIMITED
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
July 17, 2002
Dear Shareholders:
It is my pleasure to invite you to the 2002 Annual Meeting of the
Shareholders of Helen of Troy Limited. The meeting will be held at 1:00 p.m.,
Mountain Daylight Time, on Tuesday, August 27, 2002, at the Hilton Camino Real
Hotel, 101 S. El Paso Street, El Paso, Texas. In addition to the business to be
transacted at the meeting, members of management will present information about
the Company's operations and will answer your questions.
At our Annual Meeting, we will elect seven directors, vote on the
ratification of KPMG LLP as the Company's independent auditors, and vote on a
proposal that would increase the number of shares available to be issued under
the Company's 1995 Stock Option Plan for Non-Employee Directors. The
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement
contain information that you should consider when you vote your shares. It is
important that you vote your shares whether or not you plan to attend the
meeting. Please sign, date and return the enclosed proxy card in the
accompanying envelope as soon as possible. If you plan to attend the meeting and
wish to vote in person, you may vote your proxy at that time.
I look forward to seeing you at the meeting. On behalf of the management
and directors of Helen of Troy Limited, I want to thank you for your continued
support and confidence.
Sincerely,
/s/ GERALD J. RUBIN
Gerald J. Rubin
Chairman of the Board,
Chief Executive Officer
and President
HELEN OF TROY LIMITED
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 27, 2002
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Helen of Troy Limited, a Bermuda company (the "Company"),
will be held at the Hilton Camino Real Hotel, 101 S. El Paso Street, El Paso,
Texas on Tuesday, August 27, 2002 at 1:00 p.m., Mountain Daylight Time, for the
following purposes:
1. To elect a board of seven directors;
2. To ratify the appointment of KPMG LLP as independent auditors of the
Company to serve for the 2003 fiscal year;
3. To consider an amendment to the Helen of Troy Limited 1995 Stock
Option Plan For Non-Employee Directors to increase the number of
shares of the Company's common stock available under such plan; and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
July 9, 2002 is the record date for determining Shareholders entitled to
receive notice of and to vote at the Annual Meeting. You are urged to read
carefully the attached Proxy Statement for additional information concerning the
matters to be considered at the Annual Meeting.
If you do not expect to be present in person at the Annual Meeting, please
sign and date the enclosed proxy and return it promptly in the enclosed
postage-paid envelope that has been provided for your convenience. The prompt
return of proxies will help ensure the presence of a quorum and save the Company
the expense of further solicitation.
You are cordially invited and encouraged to attend the Annual Meeting in
person.
/s/ VINCENT D. CARSON
Vincent D. Carson
Vice President,
General Counsel
and Secretary
El Paso, Texas
July 17, 2002
IMPORTANT WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON.
1
HELEN OF TROY LIMITED
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 27, 2002
SOLICITATION OF PROXIES
THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF HELEN OF
TROY LIMITED (THE "COMPANY") FOR USE AT ITS ANNUAL MEETING OF SHAREHOLDERS (THE
"ANNUAL MEETING") TO BE HELD AT THE HILTON CAMINO REAL HOTEL, 101 S. EL PASO
STREET, EL PASO, TEXAS, ON TUESDAY, AUGUST 27, 2002, AT 1:00 P.M., MOUNTAIN
DAYLIGHT TIME, AND AT ANY ADJOURNMENT THEREOF, FOR THE PURPOSES SET FORTH IN THE
ACCOMPANYING NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. A proxy may be revoked by
filing written notice of revocation, an executed proxy bearing a later date with
the Secretary of the Company any time before exercise of the proxy, or by
attending the Annual Meeting and voting in person. Forms of proxy and proxy
statements are to be mailed on or about July 17, 2002.
The Annual Report to Shareholders for the year ended February 28, 2002
("fiscal 2002"), including financial statements, is enclosed. It does not form
any part of the material provided for the solicitation of proxies.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, officers and employees of the Company may
solicit the return of proxies by telephone and personal interview. Forms of
proxy and proxy material may also be distributed through brokers, custodians and
like parties to beneficial owners of the Company's common shares, par value $.10
per share (the "Common Stock") for which the Company will, upon request,
reimburse the forwarding expense.
VOTING SECURITIES
The close of business on July 9, 2002 is the record date for determination
of shareholders entitled to notice of, and to vote at, the Annual Meeting. As of
June 20, 2002, there were 28,211,017 issued and outstanding shares of Common
Stock, entitled to one vote per share.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 20, 2002, the beneficial
ownership of the Common Stock of the Directors and nominee, the executive
officers of the Company, the executive officers and the Directors of the Company
as a group, and each person known to the Company to be the beneficial owner of
more than 5% of the Common Stock:
COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT
------------------------ ------------------ -------
Gerald J. Rubin 8,820,922 25.9%
(1)(2)(3)(4)(5)
One Helen of Troy Plaza
El Paso, Texas 79912
Stanlee N. Rubin 8,820,922 25.9%
(1)(2)(3)(4)(5)
One Helen of Troy Plaza
El Paso, Texas 79912
Byron H. Rubin(6) 79,000 *
Daniel C. Montano(6) 60,000 *
Gary B. Abromovitz(6) 56,000 *
Christopher L. Carameros(6) 40,000 *
John B. Butterworth -- *
Russell G. Gibson(7) 4,994 *
Vincent D. Carson -- *
All directors and executive officers as a group 9,060,916 26.6%
(7 persons)(8)
FMR Corp.(9) 3,338,436 9.8%
82 Devonshire Street
Boston, Massachusetts 02109
Liberty Wanger Asset Management, LP(10) 2,700,000 7.9%
227 West Monroe Street
Suite 3000
Chicago, IL 60606
*ownership of less than 1% of the outstanding Common Stock
(1) Does not include 144,000 shares in a trust for the children of Gerald J.
Rubin and Stanlee N. Rubin in which they disclaim any beneficial ownership.
(2) Includes 276,980 shares held beneficially through a partnership in which
Gerald J. Rubin and Stanlee N. Rubin are partners.
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(3) Includes 5,600,000 shares in the case of Gerald J. Rubin, subject to stock
options that are exercisable within sixty days of June 20, 2002. Gerald J.
Rubin's stock options are subject to a one-half undivided community
property interest with Stanlee N. Rubin.
(4) Includes 2,875,942 shares owned directly by Gerald J. Rubin, all of which
are subject to a one-half undivided community property interest with
Stanlee N. Rubin.
(5) Includes 68,000 stock options, issued under the 1995 Stock Option Plan For
Non-Employee Directors and exercisable within sixty days of June 20, 2002,
held by Stanlee N. Rubin and subject to a one-half undivided community
property interest with Gerald J. Rubin.
(6) Includes 60,000, 60,000, 52,000, and 40,000 shares subject to stock options
that are exercisable within sixty days as of June 20, 2002 for Byron H.
Rubin, Daniel C. Montano, Gary B. Abromovitz, and Christopher L. Carameros,
respectively.
(7) Includes 2,092 shares acquired through the Helen of Troy Employee Stock
Purchase Plan and 2,902 shares subject to stock options that are
exercisable within 60 days of June 20, 2002.
(8) Includes all shares and options discussed in notes 2-7 above.
(9) According to Schedule 13G filed on February 14, 2002, FMR Corp. has sole
dispositive power for 3,338,436 shares and sole voting power for 238,240
shares.
(10) According to Schedule 13G filed on February 12, 2002, Liberty Wanger Asset
Management, LP has sole dispositive and voting power for 2,700,000 shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Bye-laws of the Company state that the number of Directors of the
Company shall be established by the Board of Directors from time to time but
shall not be less than two. The Board of Directors has set the number of
Director positions at seven. The Nominating Committee has identified seven
candidates for election to the Board of Directors. Each Director elected shall
serve as a Director until the next annual meeting of shareholders, or until his
or her successor is elected and qualified.
The seven persons named below are the Nominating Committee's nominees for
election as Directors. Gerald J. Rubin and Stanlee N. Rubin are married. Gerald
J. Rubin and Byron H. Rubin are brothers. Set forth below are descriptions of
the principal occupations during at least the past five years of the nominees
for membership on the Company's Board of Directors:
Gerald J. Rubin, age 58, founder of the Company, has been the Chairman of
the Board, Chief Executive Officer and President of the Company since June 2000.
From 1984 to July 2000, Mr. Rubin was Chairman of the Board and Chief Executive
Officer of the Company. Mr. Rubin has been a Director of the Company since 1969.
Gary B. Abromovitz, age 59, has been Deputy Chairman of the Board of
Directors of the Company since March 2002 and a Director of the Company since
1990. Mr. Abromovitz is an attorney and is a consultant to several law firms
specializing in the areas of trade secrets, unfair competition, and commercial
litigation. He is active in real estate development concentrating on industrial,
commercial, and historic properties.
Stanlee N. Rubin, age 58, has been a Director of the Company since 1990.
Mrs. Rubin is active in civic and charitable organizations. She is a member of
the University of Texas at El Paso Board of Development. Mrs. Rubin is also a
Partner for the Susan G. Komen Breast Cancer Foundation.
4
Christopher L. Carameros, age 48, has been a Director of the Company since
June 1993. Mr. Carameros has been an officer of L & M Asset Management Inc., a
financial services and asset management company, from August 1997 to the
present. Mr. Carameros was an officer of Cactus Apparel Inc., an apparel
manufacturing company, from September 1993 to July 1997.
Byron H. Rubin, age 52, has been a Director of the Company since 1981. Mr.
Rubin has been a partner in the firm Daniels & Rubin, an insurance and tax
planning firm in Dallas, Texas since 1979.
Daniel C. Montano, age 53, has been a Director of the Company since 1980.
He has been the Managing Director of C&K Capital since January 1997. In May
1998, the National Association of Securities Dealers, Inc. (the "NASD")
suspended Mr. Montano's registration as a registered securities broker for an
unspecified time due to his failure to pay an arbitration award. In July 1998,
the Securities and Exchange Commission entered an order affirming a decision by
the NASD that Mr. Montano was found to have violated certain rules of the NASD,
including not accurately and sufficiently discussing the mechanism of
short-selling or the risks associated with implementing the strategy using a
particular stock, making improper references to prior recommendations, making
exaggerated and inappropriate presentations of prior recommendations and making
improper projections. None of the matters discussed above with regard to Mr.
Montano involved any securities or transactions involving the Company or any of
its subsidiaries.
John B. Butterworth, age 50, is a new nominee and has not served previously
on the Company's Board of Directors. Mr. Butterworth is a Certified Public
Accountant and, since 1982, has been a shareholder in a public accounting firm
located in El Paso, Texas. Mr. Butterworth's area of practice includes federal
income tax, corporation and partnership business planning, and family wealth
preservation. Prior to becoming a shareholder in a public accounting practice,
Mr. Butterworth was a tax manager for a national accounting firm.
VOTE REQUIRED FOR ELECTION OF DIRECTORS
The nominees receiving a majority of the votes cast at the Annual Meeting
will be elected as Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF
THE SEVEN NOMINEES NAMED ABOVE.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During fiscal 2002, the Company's Executive Committee consisted of Gerald
J. Rubin and Byron H. Rubin. The Executive Committee has the power to exercise
all of the authority of the Board of Directors in the management of the business
and affairs of the Company, except to the extent limited by the Company's
Bye-laws and by applicable law. All actions and resolutions of the Executive
Committee are reported to the Board of Directors at the next meeting of the
Board for its review, approval and ratification. The Executive Committee meets
informally on a periodic basis during the year. The Executive Committee did not
adopt any resolutions or hold any formal meetings during fiscal 2002.
The Company's Audit Committee consisted of Gary B. Abromovitz, Daniel C.
Montano and Christopher L. Carameros during fiscal 2002. Mr. Carameros is the
chair of this Committee. Due to his consulting agreement with the Company (see
"Certain Relationships and Related Transactions"), Mr. Carameros might not meet
the NASD's definition of an "Independent Director." However, in light of the
exceptional and limited circumstances under which Mr. Carameros performed his
consulting tasks, the Board of Directors determined that Mr. Carameros'
continued membership on the Audit Committee was in the best interest of the
Company and its shareholders because of his financial management experience and
his knowledge of the Company's business. The Board of Directors will readdress
Mr. Carameros' participation on the Audit Committee at the Board's next
regularly scheduled meeting following the Annual Meeting of the Shareholders.
The Audit Committee is responsible for evaluating accounting and control
procedures and practices of the Company and for reporting on such matters to the
Board of Directors. The Audit Committee serves as a direct liaison with the
Company's independent public accountants and recommends the engagement or
discharge of such accountants. The Audit Committee meets periodically with the
Chief Financial Officer, other appropriate officers of the Company and the
Company's independent public accountants to review the Company's financial and
accounting systems, accounting and financial controls, reports by the
independent public accountants, proposed accounting changes and financial
statements and opinions on such financial statements. The Audit Committee also
reviews the content and enforcement of the Company's Ethical Code of
5
Conduct, consults with the Company's legal counsel on various legal compliance
matters and on other legal matters if those matters could affect materially the
Company's financial statements. The Audit Committee met four times during fiscal
2002.
The Company's Nominating Committee consisted of Gerald J. Rubin and Stanlee
N. Rubin during fiscal 2002. The Nominating Committee receives recommendations
from its members or other members of the Board of Directors for candidates to be
appointed to the Board or Committee positions, reviews and evaluates such
candidates and makes recommendations to the Board of Directors for nominations
to fill Board and Committee positions. The Nominating Committee held no formal
meetings during the year, but did hold periodic informal meetings. The
Nominating Committee will consider candidates recommended by employees and
shareholders. Written suggestions for candidates, accompanied by a written
consent of the proposed candidate to serve as a Director if nominated and
elected, a description of his or her qualifications and other relevant
biographical information, should be sent by March 14, 2003 for consideration by
the Nominating Committee prior to the next annual meeting to the Secretary of
the Company, Clarendon House, Church Street, Hamilton, Bermuda.
The Company's Stock Option and Compensation Committee consisted of Gary B.
Abromovitz and Daniel C. Montano during fiscal 2002. Mr. Abromovitz is the chair
of this committee. The Stock Option and Compensation Committee generally
oversees matters relating to compensation of employees of the Company. In
connection with this oversight, it reviews and makes recommendations to the
Board of Directors on officer and senior employee compensation and on grants of
stock options under the Company's stock option plans. The Stock Option and
Compensation Committee met informally five times and adopted resolutions one
time during fiscal 2002.
The Corporate Governance Committee is comprised of Gary B. Abromovitz and
Daniel C. Montano. Mr. Abromovitz is the chair of this committee. This committee
is charged with reviewing all corporate and organizational documentation for the
Company and its subsidiaries.
The full Board of Directors met or voted on resolutions five times during
fiscal 2002. One of the five meetings was a telephonic meeting. Stanlee N. Rubin
was present for three of the five meetings. Each of the other Directors attended
or acted upon at least seventy-five percent of the aggregate number of Board of
Directors meetings, consents, and committee meetings or consents held or acted
upon during the period for which he or she acted as a Director during fiscal
2002.
EXECUTIVE OFFICERS
The executive officers of the Company are Gerald J. Rubin, Russell G.
Gibson, and Vincent D. Carson; Mr. Rubin is also a Director of the Company. See
"Election of Directors."
Russell G. Gibson, age 49, has been the Senior Vice President of Finance
and Chief Financial Officer of the Company since August 2000. Mr. Gibson served
as Vice President and Chief Financial Officer of Lucchese, Inc., a footwear
manufacturer, from December 1998 to August 2000, and as Vice President and Chief
Financial Officer of Farah, Inc., a manufacturer of apparel, from November 1994
to December 1998. Prior to its acquisition by Tropical Sportswear Corp., Farah,
Inc. was listed on the New York Stock Exchange.
Vincent D. Carson, age 42, joined the Company on November 1, 2001 in the
capacity of Vice President, General Counsel and Secretary, after a 16-year legal
career in private practice. Prior to joining the Company, Mr. Carson was a
shareholder in Brandys Carson & Pritchard, P.C. from 1993 to 2001 and was a
shareholder at Mounce, Green, Myers, Safi & Galatzan, P.C. during 2001. Both
firms are located in El Paso, Texas. Mr. Carson is responsible for coordination
of all the Company's legal matters, including commercial transactions,
intellectual property, litigation, real estate matters and human resources.
6
EXECUTIVE COMPENSATION
The following table sets forth the summary of compensation earned by the
Company's Chief Executive Officer and its other Executive Officers during fiscal
years 2000 through 2002.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION OPTIONS /SARS COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($) (#) ($)
------------------ ------ ---------- --------- ------------ ------------- ------------
Gerald J. Rubin 2002 600,000 1,391,174 -- 1,000,000 25,437(1)(2)(3)
Chairman, Chief 2001 600,000 766,094 -- 1,000,000 18,995(1)(2)(3)
Executive Officer 2000 600,000 -- -- 1,000,000 16,872(1)(2)(3)
and President
Russell G. Gibson 2002 193,125 18,558 -- 4,024 --
Senior Vice- 2001(4) 100,208 12,393 -- 10,000 --
President
Finance and
Chief Financial
Officer
Vincent D. Carson 2002(5) 58,333 5,562 -- 10,000 --
Senior Vice-
President and
General Counsel
(1) Includes $1,000 consisting of the Company's contributions to the Helen of
Troy 401(k) Plan.
(2) Includes amounts representing the economic benefit of split-dollar life
insurance policies for which the Company paid the premiums. The economic
benefit of such policies totaled $11,840, $10,904, and $8,622 in fiscal
2002, 2001 and 2000, respectively.
(3) Includes amounts representing the annual lease value of a vehicle provided
by the Company. Such amounts totaled $12,597, $8,091, and $7,250 for fiscal
2002, 2001, and 2000, respectively.
(4) Mr. Gibson joined the Company in August 2000.
(5) Mr. Carson joined the Company in November 2001.
7
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------------------------------------ ----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS / SARS
UNDERLYING GRANTED TO
OPTIONS / SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
------------ --------------- -------------- ------------------ ----------- ---------- -----------
G. Rubin 250,000 20% 9.17 5/31/2011 1,441,741 3,653,655
G. Rubin 250,000 20% 12.53 8/31/2011 1,970,012 4,992,398
G. Rubin 250,000 20% 10.75 11/30/2011 1,690,154 4,283,183
G. Rubin 250,000 20% 12.63 2/28/2012 1,985,735 5,032,242
R. Gibson 4,024 * 5.69 4/2/2011 14,400 36,491
V. Carson 10,000 1% 10.71 11/01/2011 67,323 170,610
* Less than one percent of options granted during the fiscal year.
AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION / SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS / IN-THE-MONEY OPTIONS / SARS
SHARES SARS AT YEAR-END (#) AT YEAR-END ($) (1)
ACQUIRED
ON
EXERCISE VALUE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------- --------- -------------- --------------- ---------------- ------------- ---------------
G. Rubin -- -- 5,350,000 850,000 18,792,350 --
R. Gibson -- -- 1,000 13,024 5,987 80,492
V. Carson -- -- -- 10,000 -- 15,950
(1) Represents the difference between the last sale price of the Common Stock
on February 28, 2002 ($12.30) and the exercise price of the option,
multiplied by the applicable number of options.
8
The following table summarizes certain equity compensation plan information
as of February 28, 2002:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
NUMBER OF SECURITIES WEIGHTED-AVERAGE REMAINING AVAILABLE FOR
TO BE ISSUED UPON EXERCISE PRICE OF FUTURE ISSUANCE UNDER EQUITY
EXERCISE OF OUTSTANDING COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS REFLECTED IN COLUMN (a))
-------------------------- -------------------- ------------------ ---------------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 7,323,038 $10.53 2,609,726
Equity compensation
plans not approved by
security holders -- -- --
--------- ------ ---------
Total 7,323,038 $10.53 2,609,726
========= ====== =========
EMPLOYMENT CONTRACT
Mr. Rubin's employment contract was amended and restated effective March
1999. Mr. Rubin's employment contract has a term of five years, renews itself
daily and provides for a base salary of $600,000, a bonus equal to five percent
of adjusted earnings from continuing operations less Mr. Rubin's base salary, in
accordance with the Company's 1997 Cash Bonus Performance Plan, which was
approved by the Company's shareholders, and reimbursement of certain expenses
and taxes. Mr. Rubin also received options to purchase Common Stock that are
immediately vested in the amount of 250,000 shares on the last business day of
each of the Company's fiscal quarters. Under the contract and subject to options
being available under the Company's stock option plans, he will continue to
receive options in such amount on the last business day of each August,
November, February and May during the term of the agreement. In the event there
are not a sufficient number of shares under the stock option plans to cause the
grant of stock options to Mr. Rubin, the Company agrees to use its reasonable
efforts to cause the Company's shareholders to approve additional shares of
Common Stock to be subject to such stock option plans to enable such grants. In
the event the Company's shareholders do not approve additional shares to be
issued under such stock option plans, the Company is not obligated to Mr. Rubin
to grant such options.
Should Mr. Rubin's employment with the Company be terminated by an
occurrence other than death, disability, or good cause, Mr. Rubin will receive
payments, each in an amount equal to his monthly rate of basic compensation,
which shall commence on the date of termination and shall continue until the
date the employment contract would have expired but for said occurrence. Mr.
Rubin would also receive payments, payable annually after the close of each
fiscal year of the Company, each in an amount of incentive compensation and
bonuses that would otherwise have been payable to him if he had continued in the
employ of the Company for the same period.
Upon the occurrence of a change in control of the Company, Mr. Rubin may
elect to terminate his employment with the Company, and upon such termination
will receive a present-value lump sum payment of that amount due to him as basic
compensation if his employment contract had continued until the date the
employment contract would have expired but for said occurrence. In the event of
a change in control, Mr. Rubin will also receive a lump sum payment in an amount
equal to the amount of incentive compensation and bonuses that would otherwise
have been payable to him under the employment agreement. Such lump sum payment
shall be calculated using Mr. Rubin's highest incentive compensation and bonuses
payable with respect to the Company's most recent three fiscal years ending
prior to the date of the termination, with present value calculated using the
applicable federal rate for the date of the termination of employment. Mr.
Rubin's contract also provides for a gross-up for the excise tax on any amounts
that are treated as excess parachute payments under the Internal Revenue Code of
1986, as amended.
9
If Mr. Rubin's employment is terminated by an occurrence other than by
death, disability, or good cause, including upon a change in control, Mr. Rubin
will also receive: (1) all amounts earned, accrued or owing but not yet paid to
him, (2) immediate vesting of all options granted to him, (3) removal of all
restrictions on restricted stock awarded to him and immediate vesting of the
rights to such stock, (4) medical benefits for him and his wife for life, and
(5) paid premiums of his life insurance policy, required under his employment
contract. Mr. Rubin will continue to participate in all employee benefits plans,
programs or arrangements available to Company executives in which he was
participating on the date of termination until the date the employment contract
would have expired but for said occurrence or, if earlier, until he receives
equivalent benefits and coverage by another employer.
In the event of the death of Gerald J. Rubin, all unpaid benefits under
these agreements are payable to his estate. Gerald J. Rubin's contract grants
him the right to elect a cash payment of the remainder of his contract in the
event of a merger, consolidation or transfer of all or substantially all of the
Company's assets to any unaffiliated company or other person.
DIRECTOR COMPENSATION
During fiscal 2002, each member of the Board of Directors of the Company
who is not an employee of the Company received a quarterly retainer of $4,000
and a fee of $3,000 for each meeting of the Board of Directors attended. Members
of the Audit Committee also received a fee of $3,000 for each Audit Committee
meeting attended. The Board members also received reimbursement for travel and
lodging expenses incurred in connection with attending such meetings. Beginning
in the second quarter of fiscal 2002, the Audit Committee Chair received a
quarterly retainer of $10,000 and the Stock Option and Compensation Committee
Chair received a quarterly retainer of $5,000.
Under the Helen of Troy Limited 1995 Stock Option Plan For Non-Employee
Directors, each non-employee Director receives, on the first day of each fiscal
quarter, stock options to acquire 4,000 shares of the Company's Common Stock.
Stock options granted to non-employee Directors have an exercise price equal to
the median of the high and low market prices of the Common Stock on the last
trading date preceding the date on which the stock options are granted. Such
stock options vest after one year.
STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Stock Option and Compensation Committee has submitted the following
report:
The Stock Option and Compensation Committee is responsible for developing
the Company's executive compensation strategy and for administering the policies
and programs that implement this strategy. The Committee is comprised entirely
of independent, non-employee Directors.
The executive compensation strategy reflects the Company's fundamental
philosophy of aligning the interests of management with the long-term
performance of the Company and offering competitive compensation opportunities
based on each individual's contribution to the achievement of shareholder value.
This strategy is designed to attract and retain employees with outstanding
qualifications and experience.
The three elements of the Company's executive compensation strategy, all
determined by corporate and individual performance, are:
Base salary
Annual incentive compensation
Long-term incentive compensation
Total compensation opportunities are competitive with those offered by a
range of comparable companies and are intended to align management interests
with shareholder interests. The Stock Option and Compensation Committee has
10
reviewed the Company's primary competitors in determining competitive
compensation. Some of these competitors are privately held and are therefore not
included in the stock performance graph.
The base salary for Gerald J. Rubin (Chief Executive Officer) for fiscal
2002 was based on his employment contract. See "Executive Compensation -
Employment Contract."
The base salaries for the other executive officers are determined by the
Chief Executive Officer of the Company based on the skills and experience
required by the position, the effect of the individual's performance on the
Company and the potential of the individual.
Annual incentive compensation consists of cash bonuses. The amount of the
cash bonus for Gerald J. Rubin is based upon the 1997 Cash Bonus Performance
Plan, which was approved by the Company's shareholders, plus a discretionary
bonus pursuant to his employment contract. During fiscal 2002, the Company
awarded a bonus of $1,391,174 to Gerald J. Rubin under the 1997 Cash Bonus
Performance Plan. The bonus was paid in fiscal 2003.
The bonuses for the other executive officers are determined based upon
performance objectives set by the Company's Chief Executive Officer.
Long-term incentive compensation consists of the Company's stock option
plans. Stock options are granted based on the performance and position of the
executive officer, as well as the Company's performance. Executive officers are
provided with opportunities for ownership positions in the Common Stock through
the Company's stock option plans. This opportunity for ownership, combined with
a significant performance-based incentive compensation opportunity, forges a
strong link between the Company's management and shareholders. During fiscal
2002 the Company's Board of Directors granted to Gerald J. Rubin, Russell G.
Gibson, and Vincent D. Carson stock options to purchase 1,000,000, 4,024, and
10,000 shares of the Common Stock, respectively.
As stated above, the compensation to the Company's Chief Executive Officer,
Gerald J. Rubin, during fiscal 2002 consisted of base salary, annual incentive
compensation and long-term incentive compensation. All of the factors discussed
above in this report were taken into consideration by the Stock Option and
Compensation Committee in determining the total compensation for Mr. Rubin for
fiscal 2002.
Respectfully submitted,
THE STOCK OPTION AND COMPENSATION
COMMITTEE OF DIRECTORS
Gary B. Abromovitz (Chairman)
Daniel C. Montano
The foregoing report of the Stock Option and Compensation Committee shall
not be deemed incorporated by reference by any general statement incorporating
by reference the Proxy Statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
11
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Company's Audit Committee of the Board of Directors consists of two
Directors who satisfy the definition of an "Independent Director" under the
National Association of Securities Dealers ("NASD") listing standards and one
member who might not meet this definition. See "Election of Directors - Meetings
of the Board of Directors and Committees." In addition, in the business
judgement of the Board of Directors, at least one member of the Audit Committee
has accounting or related financial management experience required under the
listing standards. We operate under a written charter. As required by the
charter, we review and reassess the charter annually and recommend any changes
to the Board of Directors for approval.
At each of its meetings during fiscal 2002, the Audit Committee met with
the Company's Chief Financial Officer, General Counsel, and other members of
management, as necessary. On one occasion, we also met privately with the
independent auditors to discuss the Company's financial reporting, accounting
principles, and internal controls. We recommended to the Board of Directors the
reappointment of KPMG LLP as the Company's independent auditors. The Audit
Committee also reviewed the Company's Ethical Code of Conduct and addressed
means by which management should monitor compliance with that code.
Under the charter, the Company's management is responsible for preparing
the Company's financial statements and the independent auditors are responsible
for auditing those financial statements. The Audit Committee's role under the
charter is to provide oversight of management's responsibility. The Audit
Committee is not providing any expert or special assurance as to the Company's
financial statements or any professional certification of the independent
auditor's work.
As part of our oversight of management's preparation and the independent
auditors' audit of the Company's financial statements for and as of the fiscal
year ended February 28, 2002, we:
o reviewed and discussed the Company's audited financial statements with
management;
o discussed with KPMG LLP, the Company's independent auditors, the
matters required by Statement on Auditing Standards No. 61 relating to
the conduct of the audit;
o received from KPMG LLP the written disclosures and letter required by
Independence Standards Board Standard No.1; and
o discussed with KPMG LLP its independence and considered the
compatibility of the provision of non-audit services with the
auditors' independence.
Based on our:
o review of the audited financial statements,
o discussions with and reliance upon management,
o discussions with and reliance upon KPMG LLP, and
o review of KPMG LLP's written disclosures and letter as described
above,
We recommended to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 2002 filed with the Securities and Exchange Commission.
Respectfully submitted,
THE AUDIT COMMITTEE OF DIRECTORS
Christopher L. Carameros (Chairman)
Daniel C. Montano
Gary B. Abromovitz
The foregoing report of the Audit Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange
12
Act of 1934, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
AUDIT FEES
The aggregate fees billed for professional services rendered by KPMG LLP
for the audit of Helen of Troy Limited and its subsidiaries' annual financial
statements for the fiscal year 2002 and the reviews of Helen of Troy Limited's
financial statements included in Helen of Troy Limited's Forms 10-Q for fiscal
2002 totaled $275,600.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
None.
ALL OTHER FEES
The aggregate fees billed by KPMG LLP for services rendered in fiscal 2002,
other than Audit Fees, totaled $223,000 and consisted primarily of fees for tax
services.
The audit committee has concluded that the provision of non-audit services
described above is compatible with maintaining KPMG LLP's independence.
13
HELEN OF TROY FIVE-YEAR
PERFORMANCE GRAPH
The graph below compares the cumulative total return of the Company to the
NASDAQ Market Index and a peer group index, assuming $100 invested March 1,
1997. The Peer Group Index was the Dow Jones Industry Group - Cosmetics.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG HELEN OF TROY LIMITED,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[GRAPH]
The graph is comprised of the following data:
NASDAQ Market
Fiscal Year Helen of Troy Limited Index Peer Group Index
--------------- --------------------- -------------- ----------------
1997 100.00 100.00 100.00
1998 123.74 136.00 138.73
1999 112.63 175.74 145.25
2000 56.57 341.39 120.85
2001 52.53 159.78 129.14
2002 99.39 130.47 133.47
14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2002, the Company continued an agreement (the "Lease") under
which it leases a 108,000 square foot warehouse facility in El Paso, Texas from
a real estate partnership (the "Partnership") in which Gerald J. Rubin and
Stanlee N. Rubin are limited partners. The Company entered into the Lease in
order to expand its inventory storage capacity in El Paso, Texas. Under the
terms of the Lease, the Company pays $29,250 in monthly rent. The Company also
pays certain expenses associated with the operation of the facility. The Company
leased the warehouse facility for the entire fiscal year and made a total of
$505,470 in payments for associated rent and operating expenses during fiscal
2002. The amount of rent under the Lease is comparable to that being paid by
other companies for similar facilities in El Paso. The Company obtained
comparable rental information on similar properties from an unaffiliated real
estate company at the time of the Lease. This information was used to establish
the rental rate for this facility. The Lease is a month-to-month agreement.
Either the Company or the Partnership may cancel the Lease by providing the
other party with notice 30 days in advance of terminating the Lease. During
fiscal 2002, the Company was the sublessee of offices in various locations
throughout the United States under three separate agreements (collectively, the
"Subleases") with the Partnership. The Company entered into the Subleases in
order to facilitate contact with customers. Under the Subleases, the Company
pays rent and certain operating expenses in amounts equal to the rent and
operating expenses paid by the Partnership under its leases of these facilities.
During fiscal 2002, the Company paid $118,558 under the Subleases. During July
1999, the Company entered into an agreement with the Partnership under which the
Company leases 3,325 square feet of office space in El Paso, Texas to the
Partnership. The agreement calls for the Company to receive $3,879 in monthly
rent. During fiscal 2002, the Company recorded $46,550 in rental income
associated with this agreement.
During fiscal 2002, the Company made sales totaling approximately $70,400
to a business owned by Jay Rubin, the brother of Gerald J. Rubin. The prices for
the goods sold to the business owned by Jay Rubin were determined based on a
method consistent with the determination of sales prices to customers not
affiliated with the Company.
Christopher L. Carameros, a member of the Company's Board of Directors and
Audit Committee was asked to perform certain specific tasks in addition to his
normal duties as a member of the Board of Directors and the Audit Committee. Mr.
Carameros received $177,875 during the fiscal year ended February 28, 2002 under
this consulting arrangement with the Company.
Byron H. Rubin, a member of the Company's Board of Directors, earns
ordinary insurance agent's commissions in connection with the Company's group
health, life and disability insurance policies as well as in connection with
certain life insurance policies on its officers. During fiscal 2002 he received
commissions of approximately $25,000 from policies sold to the Company and
received $20,000 under a separate consulting arrangement with the Company.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed KPMG LLP to serve as independent auditors for the fiscal year ending
February 28, 2003, subject to ratification of the appointment by the
shareholders. KPMG LLP has served as the Company's independent auditors since
1978 and is considered by management to be well qualified.
SHAREHOLDER APPROVAL
The affirmative vote of the holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting is required to ratify the
appointment of KPMG LLP as independent auditors as described in this Proposal 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.
15
PROPOSAL TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE UNDER THE HELEN OF TROY LIMITED
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(PROPOSAL 3)
The Board of Directors has determined that it is in the best interest of
the Company and its shareholders to amend the Helen of Troy Limited 1995 Stock
Option Plan for Non-Employee Directors (the "Directors Plan") to add 500,000
shares of Common Stock to the Directors Plan. There are currently 480,000 shares
of Common Stock subject to the Directors Plan, of which 420,000 shares of Common
Stock have been issued or are currently subject to options granted under the
Directors Plan at June 20, 2002. The Board of Directors has approved this
amendment to the Directors Plan, to be effective as of the date of approval
thereof by the Company's shareholders. The following summary of the Directors
Plan does not purport to be complete and is subject in all respects to, and
qualified by, the provisions of the Directors Plan.
The closing sale price of the Common Stock on June 20, 2002, as reported on
the NASDAQ National Market System, was $12.24 per share.
GENERAL PLAN INFORMATION
The Directors Plan was adopted by the Board of Directors on June 6, 1995,
subject to shareholder approval, which was subsequently obtained on August 23,
1995 at the Annual Meeting of Shareholders. The purpose of the Directors Plan is
to attract and to retain the services of experienced and knowledgeable
independent individuals as members of the Board of Directors, to extend to them
the opportunity to acquire a proprietary interest in the Company so that they
will apply their best efforts for the benefit of the Company, and to provide
those individuals with an additional incentive to continue in their positions,
for the best interest of the Company and its shareholders.
The Directors Plan provides for an automatic quarterly grant of options to
purchase 4,000 shares of Common Stock to each Director who is not at the time of
the grant an officer or employee of the Company or any of its affiliates (each
an "Eligible Director"). Options will be awarded under the Directors Plan only
to Eligible Directors. Currently the Company has five Eligible Directors.
As of June 20, 2002, there were 60,000 shares of Common Stock available for
the grant of options under the Directors Plan. The Board of Directors believes
that this is not a sufficient number of shares of Common Stock to accomplish the
objectives described above. The inclusion of 500,000 additional shares of Common
Stock reserved for granting of stock options under the Directors Plan will
enable the Company to further promote these objectives.
ADMINISTRATION OF THE DIRECTORS PLAN
The Directors Plan is administered by the members of the Board of Directors
who are employees of the Company or one of its affiliates (the "Ineligible
Directors"). The Ineligible Directors have the authority and discretion to
interpret the Directors Plan and to make all other determinations necessary for
the administration of the Directors Plan and to prescribe, amend and rescind any
rules and regulations relating to the Directors Plan. However, the Ineligible
Directors have no discretion or authority to disregard or change any of the
terms and conditions under which options are granted or may be exercised under
the Directors Plan.
PRIOR GRANTS OF PLAN AWARDS
During fiscal 2002, options to purchase 16,000 shares of Common Stock were
granted to each Eligible Director pursuant to the Directors Plan. Eligible
Directors as a group held 360,000 options outstanding under the Directors Plan
as of June 20, 2002.
16
OPTIONS UNDER THE DIRECTORS PLAN
An option granted under the Directors Plan becomes fully vested for one
hundred percent (100%) of the number of shares of Common Stock subject to the
option one year after the date such option was granted. The exercise price under
each option shall be equal to the mean between the high and low prices of the
Common Stock reported on the NASDAQ National Market System or other primary
market or exchange on the last trading day preceding the date on which such
option is granted to an Eligible Director. The option shall be deemed exercised
on the day when written notice of such exercise has been received by the Company
from the person entitled to exercise the option, accompanied by full payment of
the purchase price in cash or check. No option is exercisable after the tenth
anniversary of its grant.
In the event that an optionee ceases to be a Director of the Company or one
or more of its affiliates for any reason other than death or disability, and
such optionee does not remain or thereupon become an employee of the Company or
one or more of its affiliates, all options to the extent then exercisable may be
exercised for a period of six months after the date of cessation of directorship
or employment. In the event that the optionee dies while serving on the Board of
Directors of the Company or the Board of Directors of an affiliate of the
Company or while an employee thereof, all options granted to such optionee may
be exercised by the optionee's legal representatives, legatees or distributees
to the extent such options are exercisable at any time prior to the first
anniversary of his or her death, and his or her unexercised options shall expire
at the end of such period. If an optionee becomes disabled while a Director or
an employee of the Company or one or more of its affiliates and thereafter
ceases to be such a Director by reason of a disability, all options to the
extent then exercisable may be exercised for a period of 90 days after the date
of cessation of directorship or employment. In no event, however, shall the
period during which such options may be exercised extend beyond the term of the
options.
The Directors Plan currently provides for transferability of options for
Common Stock granted under the Directors Plan by will or the laws of descent or
distribution, through the bona fide gift of options for Common Stock granted to
a Director under the Directors Plan to family members of the Director, to trusts
established for the benefit of family members of the Director or to entities
controlled by the Director or family members of the Director.
CAPITALIZATION ADJUSTMENTS; MERGER; CHANGE IN CONTROL
Adjustments to prevent dilution will be made in the event of a stock
dividend, or split, combination, exchange of shares or other recapitalization,
merger, or otherwise, in which the Company is the surviving corporation. No
fractional shares of Common Stock shall be issued under the Directors Plan on
account of any such adjustments. Such adjustments shall be made by the
Ineligible Directors.
TERM AND TERMINATION OF THE DIRECTORS PLAN; AMENDMENT
The Directors Plan will continue in effect until June 6, 2005, unless
sooner terminated. The Board of Directors may make such changes in and additions
to the Directors Plan as it may deem proper; provided, however, except for
adjustments to reflect certain changes in capitalization permitted under the
Directors Plan, shareholder approval is required for any amendment that (1)
materially increases the benefits accruing to the Eligible Directors under the
Directors Plan; (2) changes the class of persons eligible to receive options
under the Directors Plan; or (3) increases the duration of the Directors Plan.
The Board of Directors may not, without the Eligible Director's written consent,
modify the terms and conditions of an option previously granted under the
Directors Plan. In addition, no amendment, suspension or termination of the
Directors Plan shall, without the Eligible Director's written consent, alter,
terminate or impair any right or obligation under any option previously granted
under the Directors Plan. An amendment revising the price, date of
exercisability, option term or amount of shares of Common Stock covered by an
option granted under the Directors Plan may not be made more frequently than
every six months, unless such an amendment is required to comply with the
Internal Revenue Code, or the Employee Retirement Income Security Act of 1974,
as amended, or the rules promulgated thereunder.
17
MISCELLANEOUS
The Directors Plan is not qualified under the provisions of Section 401(a)
of the Internal Revenue Code and is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
FEDERAL INCOME TAX CONSEQUENCES
The following general summary is based upon the Internal Revenue Code and
does not include a discussion of any state or local tax consequences. A
participant will not recognize any taxable income upon the grant of an option.
However, upon exercise of an option, a participant must recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
of Common Stock at the time of exercise over the exercise price. Upon the
subsequent disposition of the shares, the participant will realize a capital
gain or loss, depending on whether the selling price exceeds the fair market
value of the shares on the date of exercise. The participant's holding period in
the shares, for capital gains and losses purposes, begins on the date of
exercise. A participant's tax basis in the shares received on exercise of an
option will be equal to the amount of consideration paid by the participant on
exercise, plus the amount of ordinary income recognized as a result of the
receipt of such shares. If a participant exercises an option by delivering
shares of Common Stock, the participant will not recognize gain or loss with
respect to the shares delivered by the participant, even if the then fair market
value of such shares is different from the participant's tax basis therein. The
participant, however, will be taxed as described above with respect to the
exercise of the option as if he had paid the exercise price in cash. The
participant's tax basis in the shares received on such exercise will be equal to
his basis in the number of shares surrendered on such exercise plus the fair
market value of the number of shares received in excess of the number of shares
surrendered and the holding period for such number of shares received will
include the holding period of the shares surrendered. The Company will not be
entitled to a deduction for federal income tax purposes for the compensation
paid to the participants under the Directors Plan.
THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE TO ALL INDIVIDUALS. PARTICIPANTS
SHOULD CONSULT THEIR OWN TAX ADVISORS FOR A DETERMINATION AS TO THE SPECIFIC TAX
CONSEQUENCES APPLICABLE TO THEM.
SHAREHOLDER APPROVAL
The affirmative vote of the holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting is required to approve the
amendment to the Directors Plan described in this Proposal 3. If the amendment
described in this Proposal 3 is not approved by the Company's shareholders, the
Directors Plan, as previously approved, will continue in effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.
SHAREHOLDER PROPOSALS
Shareholders intending to present proposals at the 2003 Annual Meeting of
Shareholders and desiring to have those proposals included in the Company's
proxy statement and form of proxy relating to that meeting must submit such
proposals, in compliance with Rule 14a-8 of the Securities Exchange Act of 1934,
to be received at the executive offices of the Company no later than March 19,
2003. For proposals that shareholders intend to present at the 2003 Annual
Meeting of Shareholders outside the processes of Rule 14a-8 of the Securities
Exchange Act of 1934, unless the shareholder notifies the Company of such intent
by June 2, 2003, any proxy solicited by the Company for such Annual Meeting will
confer on the holder of the proxy discretionary authority to vote on the
proposal so long as such proposal is properly presented at the Annual Meeting.
18
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP has served as independent public accountants for the Company since
1978. A representative of KPMG LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if such representative desires
to do so. The KPMG LLP representative is also expected to be available to
respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, Directors and greater than ten percent shareholders are required by
SEC Regulations to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during fiscal 2002, all Section 16(a) filing requirements
applicable to the officers, Directors and greater than ten percent beneficial
owners were satisfied.
QUORUM; VOTING
The presence in person of two or more persons, representing throughout the
Annual Meeting, in person or by proxy, at least a majority of the issued shares
of Common Stock entitled to vote is necessary to constitute a quorum at the
Annual Meeting. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present. If a quorum is present, the seven
nominees for Directors receiving a majority of the votes cast at the Annual
Meeting in person or by proxy shall be elected. The affirmative vote of the
majority of the votes cast at the Annual Meeting in person or by proxy shall be
the act of the shareholders with respect to Proposals 2 and 3. If within half an
hour from the time appointed for the Annual Meeting a quorum is not present or
represented by proxy, the Annual Meeting shall stand adjourned to the same day
one week later, at the same time and place or to such other day, time or place
the Board of Directors may determine, provided that at least two persons are
present at such adjourned meeting, representing throughout the meeting, in
person or by proxy, at least a majority of the issued shares of Common Stock
entitled to vote. At any such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the Annual Meeting as originally called.
Broker non-votes are shares held by a broker or nominee that are
represented at the Annual Meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal. Such broker non-votes
will be counted towards a quorum. Abstentions and broker non-votes are not
counted in determining the total number of votes cast and will have no effect
with respect to Proposals 1, 2, and 3.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the Annual
Meeting other than the election of Directors, ratification of KPMG LLP as the
Company's independent auditors, and consideration of the amendment to the 1995
Stock Option Plan for Non-Employee Directors to increase the number of shares
reserved for granting under that plan. If other matters properly come before the
Annual Meeting or any adjournment thereof, the holders of the proxies are
authorized to vote on these matters in accordance with management's discretion.
YOUR VOTE IS IMPORTANT
You are encouraged to let us know your preference by completing and
returning the enclosed proxy card.
Gerald J. Rubin
Chairman of the Board
19
HELEN OF TROY LIMITED
Annual Meeting of Shareholders
August 27, 2002
-----
PROXY
-----
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes each of Gerald J. Rubin and Vincent D. Carson
as Proxy with power of substitution, to represent the undersigned at the Annual
Meeting of Shareholders of the Company to be held on Tuesday, August 27, 2002 at
1:00 p.m. Mountain Daylight Time, at the Hilton Camino Real Hotel, 101 S. El
Paso Street, El Paso, Texas and any adjournment thereof, and to vote all the
shares of Common Stock of the Company that the undersigned is entitled to vote
on the following matters:
1. To elect a board of seven directors:
FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, STRIKE A LINE
THROUGH THE NOMINEE'S NAME ON THE LIST BELOW.)
Gerald J. Rubin Byron H. Rubin
Gary B. Abromovitz Daniel C. Montano
Stanlee N. Rubin Christopher L. Carameros
John B. Butterworth
2. To ratify the appointment of KPMG LLP as independent auditors of the
Company to serve for the 2003 fiscal year.
For [ ] Against [ ] Abstain [ ]
3. To approve an amendment to the Helen of Troy Limited 1995 Stock Plan
for Non-Employee Directors.
For [ ] Against [ ] Abstain [ ]
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, AND 3. THIS PROXY ALSO GRANTS AUTHORITY TO VOTE SUCH
SHARES AS TO ANY OTHER MATTER WHICH MAY BE BROUGHT BEFORE THE MEETING IN THE
SOLE DISCRETION OF THE HOLDERS OF THIS PROXY.
IMPORTANT: Please date this proxy and sign exactly as your name or names appear
hereon. If stock is held jointly, signature should include both names.
Executors, administrators, trustees, guardians, and others signing in the
representative capacity, please so indicate when signing.
DATE , 2002
----------------------
SIGNATURE
---------------------------
SIGNATURE IF HELD JOINTLY
-------------------------------
------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE.