Peebles Inc – ‘DEF 14A’ for 1/29/94

As of:  Wednesday, 5/4/94   ·   For:  1/29/94   ·   Accession #:  804125-94-3   ·   File #:  33-27126   ·   Correction:  This Filing was Corrected by the SEC on 10/4/95. ®

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                 3±    12K 


PEEBLES INC.                

One Peebles Street                

South Hill, Virginia 23970                

PROXY STATEMENT                 

GENERAL INFORMATION                 

This Proxy Statement, which is being mailed to shareholders         
on  or about March 25, 1994, is furnished in connection with  the               
solicitation by the Board of Directors of Peebles Inc. ("Peebles"               
or  the "Company") of proxies in the form accompanying this Proxy               
Statement to be voted at the Annual Meeting of shareholders to be               
held  at  10:00 a.m. on Wednesday, April 20, 1994, at the offices               
of  McGuire, Woods, Battle & Boothe, Suite 700, One James Center,               
901  E.  Cary  Street,  Richmond, Virginia  and  any  adjournment               
thereof.                                                                        

On March 21, 1994, there were  2,933,562  shares of common stock,               
par  value  $.10  per share ("Common Stock"), outstanding.   Only               
shareholders of record of Common Stock at the close  of  business               
on  March 22, 1994, will be entitled to receive notice of, and to               
vote  at,  the Annual Meeting and any adjournment thereof.   Each               
share  of  Common Stock is entitled to one vote  on  each  matter               
presented  to the shareholders.  The Common Stock represented  by               
each  properly  executed  proxy  will  be  voted  in  the  manner               
specified  by the shareholder.  If no instruction is received,  a               
proxy,  when  executed and not revoked, will  be  voted  FOR  the               
election of the nominated directors and FOR the approval of Ernst               
&  Young as the Company's independent accountants for the  fiscal               
year  ending  January  28, 1995.  Execution of  the  accompanying               
proxy  will not affect a shareholder's right to attend the Annual               
Meeting  and vote in person.  Any shareholder giving a proxy  has               
the  right  to  revoke  it at any time  before  it  is  voted  by               
submitting written notice of revocation or a new proxy.                         

ELECTION OF DIRECTORS               

The  Bylaws of the Company provide for a Board of Directors         
consisting of five members to be elected at an annual meeting  of               
the  shareholders.  There is currently a vacancy on the Board  of               
Directors and the Board of Directors has elected not to designate               
a  nominee to fill such vacancy.  Accordingly, each of  the  four               
current  directors will stand for re-election for  a  term  which               
will  run until the next annual meeting of shareholders and until               
his  successor  has  been elected.  Each of the  nominees  listed               
below  have  been  nominated by the Board of  Directors  for  re-               
election.                                                                       

Although  the Company anticipates that all of the  nominees         
will be able to serve, if at the time of the meeting any nominees               
are  unable or unwilling to serve, shares represented by properly               
executed  proxies will be voted at the discretion of the  persons               
named  therein  for  such  person or  persons  as  the  Board  of               
Directors may designate.                                                        
INFORMATION ON NOMINEES                                                         

NAME            AGE   POSITIONS HELD DURING THE  PAST  FIVE         
YEARS                                                                           

Michael F. Moorman.......51    Chairman of the Board and a Director of          
               Peebles   since   September,   1989;    Chief
               Executive Officer of Peebles since May, 1989;
               Chief  Financial  Officer  and  Treasurer  of
               Peebles  from  August, 1989  to  June,  1992;
               President of Peebles since June, 1988;  Chief
               Operating Officer of Peebles from June,  1987
               to June, 1988; From June, 1987 to June, 1988,
               Executive  Vice  President of  Peebles;  From
               1976  to  1987,  Vice President  and  General
               Merchandise  Manager of Peebles; Director  of
               Peebles   since  1978;  Before  1976,   Store
               Manager,   Assistant  Manager   and   Manager
          Trainee; Employed by Peebles since 1964.

Wellford L. Sanders, Jr...48  Director of the Company since February, 1992.     
               Partner, law firm of McGuire, Woods, Battle &
               Boothe;   Director   of   Club   Car,   Inc.,
               Catherines  Stores  Corporation  and  General
Medical Corporation.          

William C. DeRusha........44  Director of the Company since March 1992.         
               Chairman  of  the  Board and Chief  Executive
               Officer of Heilig-Meyers Company; Director of
               Heilig-Meyers  Company  and  Signet   Banking
Corporation.                  

Malcolm S. McDonald.......55  Director of the Company since April, 1992.        
               President  and  Chief  Operating  Officer  of
               Signet Banking Corporation and President  and
               Chief    Executive    Officer    of    Signet
               Bank/Virginia.   Prior to April,  1990,  Vice
               Chairman  of Signet Bank/Maryland and  Signet
               Bank/Virginia.   Prior to  July,  1988,  Vice
            Chairman of Signet Banking Corporation and
                                                Chairman of Signet
Bank, N.A.                    

INDEPENDENT ACCOUNTANTS                 

The Board of Directors has designated Ernst & Young to serve          
as the independent accountants of the Company for its fiscal year               
ending  January 28, 1995, and has directed a vote of shareholders               
to  be  taken to ascertain their approval or disapproval of  that               
designation.   In the event the shareholders do  not  ratify  the               
appointment  of Ernst & Young, the selection of other independent               
accountants will be considered by the Board of Directors.                       

A representative of Ernst & Young is expected to be present         
at   the  Annual  Meeting  of  shareholders.  He  will  have   an               
opportunity  to  make a statement if he so desires  and  will  be               
available to answer appropriate questions.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
Corrected on:		10/4/95
		1/28/95		10-K405
Filed on:		5/4/94
		4/20/94
		3/25/94
		3/22/94
		3/21/94
For Period End:		1/29/94		10-K
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