The Virginian-Pilot
                             THE VIRGINIAN-PILOT 
              Copyright (c) 1995, Landmark Communications, Inc.

DATE: Monday, November 6, 1995               TAG: 9511040205
TYPE: Cover Story 
DATELINE: VIRGINIA BEACH                     LENGTH: Long  :  218 lines


Pembroke Mall has long since passed its glory days - when residents from as far as North Carolina and Virginia's Eastern Shore made day-trips to shop at the area's only indoor mall.

That was March 1966, when the Virginia Beach shopping center opened on what was once one of the largest farms in Princess Anne County. Shoppers lined up, crowding into the mall as soon as the doors swung open.

But it didn't last.

Years later, Pembroke Mall fell into the shadow of Norfolk's Military Circle Shopping Center and then was further eclipsed by Lynnhaven Mall in Virginia Beach.

A dying mall, perhaps?

Not quite. Pembroke Mall may have been forgotten by some people, but it has managed to chug along, adapting to its image as ``that small Hampton Roads mall.'' The shopping center, which is celebrating its 30th anniversary this year, has kept its share of customers and tenants despite increasing competition.

Its location in the heart of South Hampton Roads is the mall's biggest draw. But the old shopping center - a mixture of conservative and off-beat, old and new, discount and boutique - also has kept its edge by changing with the times, renovating and aggressively recruiting tenants.

``Pembroke Mall has aged very well,''said Harvey Lindsay Jr., who developed Military Circle.

The area's first mall opened to crowds

At the time, developer Terry Corp. - now known as Pembroke Enterprises Inc. - was considered a pioneer for its proposal. The mall was described in a May 1964 article in The Virginian-Pilot as a place ``enabling customers to shop at about 45 stores without leaving a climate-controlled enclosure.''

That was the idea. The reality was that many tenants hadn't seen an indoor mall and were skeptical.

``It was unheard of,'' said Fred Napolitano Sr., chairman of Virginia Beach-based Pembroke Enterprises Inc. and one of the mall's owners. ``In order for us to convince the tenants, we literally took them in busloads and flew them up to Cherry Hill, N.J., to look at two malls. We finally convinced them that it was the way to go.''

Work crews broke ground on Pembroke Mall on March 6, 1965. The 550,000-square-foot shopping center opened a year later with 21 stores. Its anchors - Sears and Miller & Rhoads - opened later. Crowds of customers were waiting.

The competition moves in

The mall's success was so sweet that Napolitano could almost smell the competition rounding the corner.

``It was inevitable,'' said Napolitano, who co-owns the mall through a separate partnership, Pembroke Square Associates. ``I told the merchants and everyone that we'll probably have a leveling off and then come up again. And that's exactly what happened.''

Indeed, Pembroke Mall apparently has managed to keep its tenants and customers.

Under James M. Hill, who became the mall's general manager last year, the occupancy rate has risen to about 97 percent. During the holiday season, that figure will be closer to 99 percent.

Surveys by The Virginian-Pilot show that Pembroke, as well as competitors Lynnhaven Mall and Chesapeake's Greenbrier Mall, have made strides over the last nine years. Chesapeake Square Mall, the youngest indoor shopping mall, also quickly grabbed customers.

In 1987, 27 percent of South Hampton Roads residents surveyed by The Virginian-Pilot said they had shopped at Pembroke within the last month. In 1995, that figure was 33 percent.

Lynnhaven is now the leader with 40 percent of residents, up from 32 percent in 1987, saying they had shopped at the mall within the last 30 days. But Military Circle's share slipped from 42 percent to 34 percent over the nine-year period.

Pembroke Mall's struggles

Pembroke Mall hasn't always had good times, however. It has grappled with the same issues facing other malls nationwide: tenants' departures, customers' concerns about safety and increasing competition.

One of the center's biggest disappointments was losing anchor Miller & Rhoads in 1990 after the company went bankrupt. The mall's owners rushed to find another anchor store, and soon lured department store Uptons.

Over the years, the challenges have grown. Pembroke and other malls now are faced with replacing apparel retailers, which have been stung by a long slump. Pembroke has had to find a replacement for the Hit or Miss store - part of the women's clothing chain shed by TJX Cos.

Malls also have been hurt by customers' concerns over crime. Shoppers sometimes fear the long walk from the mall to their cars, especially during the holiday shopping season, when they're making larger purchases. To counter those concerns, many malls have added brighter parking-lot lights and have offered security guards to escort customers and workers to their cars.

``They're there,'' said John Fedida, owner of Tidewater Keepsake Jewelers in Pembroke Mall. ``If my people have to go out at night, security helps us out to the car.''

While malls might be able to thwart crime, they can't push out the competition. New strip shopping centers are popping up across Hampton Roads. And these days, the retailers inside them are bigger, fiercer and harsher.

As early as 1985, the Southeastern Planning District Commission was throwing out the caution flag, warning developers' that they might be building more shopping centers than the area's population could support.

Pembroke's edge

But even as rivals moved next door, Pembroke Mall has held its own. Local developers say reasons behind Pembroke's success include its location in the middle of South Hampton Roads and strong anchors. Business development in the Pembroke area and traffic improvements, they say, also have increased customer traffic.

Since it opened 29 years ago, the mall has expanded to 650,000 square feet. Its major tenants now include Sears, Proffitt's and Uptons department stores, as well as Stein Mart, Woolworth and Regal Cinemas. The center houses everything from Jordan Kitt's Temple of Music to Alluring Lady lingerie.

While Pembroke Mall might have been considered upscale for this area when it first opened its doors, it no longer has that image. Instead, its stores tend to attract the people who want clothes, accessories and other products for a good price.

``There is a place for everything,'' Napolitano said. ``Not everyone can pay $200 for a pair of shoes. You need stores that sell at different levels.''

While the mall still attracts shoppers who drive long distances, it's now more likely to draw customers who live or work nearby. Most of Pembroke Mall's customers are serious shoppers with a destination, said Hill, the mall's general manager. They come. They buy. They leave.

Shoppers like Donna Johnson, who was eying jewelry last week, travel to Pembroke Mall because ``it's convenient.''

The mall's owners say they've tried to hone Pembroke's reputation as a shopping destination by keeping it from becoming a hangout.

``The average shopper got worried about that,'' Napolitano said. ``We saw that happening, and we immediately put a stop to that . . . We don't make areas comfortable for a lot of people to congregate. You shop, you eat - but you don't congregate.''

But location, convenience and ambience mean little if a mall doesn't repaint the walls, buff the floors and replace the lights. Customers and merchants, especially, are quick to notice when a mall falls into disrepair.

In recent years, merchants say they haven't had problems getting the owners to upgrade. Because the mall is locally owned, the owners also regularly tour the mall, reporting any problems to the mall's general manager.

``To me, it seems like the mall has progressed,'' said Carl Hailes, manager of the Kinney Shoes store in Pembroke. ``The mall's management has changed, and they're more involved. Most malls you go to, it would be years before you found out who the manager is.''

Hailes said he likes the mall's current renovation. Pembroke Enterprises spent more than $1 million adding several new skylights, lightening the floors and adding airier pastel colors to everything from kiosks to trash cans. A multimillion-dollar renovation at anchor Sears also helped.

Still, Hailes and other merchants say they would like to see more mall promotions - everything from sidewalk sales to choirs - to draw customers into their stores.

``They do a lot of nice things,'' said Fedida, owner of Tidewater Keepsake Jewelers. ``But it's always nice to do more.''

The mall's future

In the future, Pembroke plans to keep chugging along, even as the competition continues to grow. One of the newest shopping centers will include upscale MacArthur Center, which will open in Norfolk's downtown with Nordstrom and Dillard department stores.

Mall co-owner Napolitano says MacArthur Center likely will have a minor impact on Pembroke.

``I would think it would hurt Lynnhaven and Greenbrier more than us,'' he said.

For now, Pembroke is considering its own expansion plans. The owners, who see further growth in the area, have considered a second floor of stores and parking decks to accommodate the extra traffic.

The growth, they believe, will come from the area surrounding the mall. Napolitano said. In the next decade, he sees potential for more office buildings and a hotel. Retailers, he believes, will follow. ILLUSTRATION: [Cover]


[Color Photo]

[Color Photos]


The Virginian-Pilot

Hair stylist Shellane Wilkinson cleans the windows in frotn of the

Rudy & Kelly hair salon. When it opened in 1966, Pembroke Mall had

no competition.

Norma Young just opened her creative caps stand in the mall. She

says she carries a wide variety of caps to suit the different tastes

of the Pembroke clientele. The mall tends to attract people who want

clothes, accessories and other products for a good price. "There is

a place for everything," says Fred Napolitano Sr., chairman of

Virginia Beach-based Pembroke Enterprises Inc. and one of the mall's


Scott Boyson and his daughter Cadie, 5, have a snack on a mall

bench. Owners say they've tried to hone Pembroke's reputation as a

shopping destination by keeping it from becoming a hangout. "The

average shopper got worried about that," Napolitano says. "We saw

that happening, and we immediately put a stop to that...We don't

make areas comfortable for a lot of people to congregate. You shop,

you eat - but you don't congregate."

"I was so excited coming into the new store," say Charles H. Harris,

who has worked at the Sears store since it opened in 1966. "It was

so modern." In its heyday, Pembroke Mall hosted charity balls, where

women in gowns and men in tuxedos danced to big-band music. At the

time, many residents considered Pembroke to be an upscale shopping

center, for this area.

Mall Facts

Location: Independence and Virginia Beach boulevards, Virginia


Opening date: March 1966. The mall is celebrating its 30th

anniversary this year. (The shopping center held its groundbreaking

ceremony in 1965.)

Owners: Pembroke Square Associates, a partnership including Fred

Napolitano Sr., Vincent Oliveri and Richard Oliveri.

Size: 650,000 square feet

Number of stores: More than 100 merchants, including Sears,

Proffitt's and Uptons department stores. Also includes Stein Mart,

Regal Cinemas 8 and Woolworth. by CNB