PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF MAYOR'S JEWELERS, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on -----------, 2001)
My name is Phillip Goldstein. I am a shareholder of Mayor's
Jeweler's, Inc. (the "Company"). I am an investment manager
presently managing investment portfolios with assets totaling
more than $60 million. I am sending this proxy statement and
the enclosed GREEN proxy card to holders of record on ---------,
2001 (the "Record Date") of the Company. I am soliciting a proxy
to vote your shares at the 2001 Annual Meeting of Shareholders of
the Company (the "Meeting") and at any and all adjournments or
postponements of the Meeting. Please refer to the Company's
proxy soliciting material for additional information concerning
the Meeting and the matters to be considered by the shareholders.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of the Company on or about -----
- -----, 2001.
INTRODUCTION
There are two matters that the Company has scheduled to be
voted upon at the meeting:
1. The election of three persons to serve as directors of the
Company.
2. The ratification of the appointment of Deloitte & Touche LLP
as independent accountants of the Company for the fiscal year
ending ------------------.
In addition, I intend to introduce the following proposals
at the meeting.
3. An investment-banking firm shall promptly be employed to
pursue a sale of the Company.
4. The Company shall seek to cancel the stock options of any
director or executive officer who opposes Proposal 3.
5. The following bylaw shall be adopted: "The Company shall not
initiate any lawsuit after February 20, 2001 that is
reasonably calculated to impede a change in control of the
Company unless approved by the shareholders. This bylaw may
only be changed or rescinded by the stockholders. "
With respect to these matters, I am soliciting a proxy to
vote your shares FOR the election of our nominees
and FOR Proposals 3, 4, and 5. I am making no recommendation
with respect to Proposal 2.
How Proxies Will Be Voted
All of the proposals scheduled by the Company to be voted
upon at the meeting are included on the enclosed GREEN proxy
card. If you will not attend the meeting and you wish to vote
FOR the election of my nominees and/or FOR my proposals, you may
do so by completing and returning a GREEN proxy card.
If you return a GREEN proxy card to me or to my agent, your
shares will be voted on each matter as you indicate. If you do
not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of the above nominees to the
Board, FOR Proposal 3, 4, and 5 and will NOT VOTE on Proposal 2.
If you return a GREEN proxy card, you will be granting the
persons named as proxies discretionary authority to vote on any
other matters of which they are not now aware that may come
before the meeting including matters relating to the conduct of
the meeting.
Voting Requirements
If a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve any of the proposals are
not received, the persons named as proxies may propose one or
more adjournments of the meeting to permit further solicitation
of proxies, consideration of matters of which I am not aware at
this time, or negotiations with the incumbent directors. The
proxies may also propose one or more adjournments for other legal
reasons not currently foreseen. If an adjournment of the meeting
is proposed, the persons named as proxies on the GREEN proxy card
will vote for or against such adjournment in their discretion.
The proxies may also temporarily decline to attend the meeting
(which I believe is permitted under state law), thereby possibly
preventing a quorum to solicit additional proxies, if the proxies
reasonably determine that management has taken or will take any
illegal action to impede the voting rights of the shareholders,
or for other legal reasons not currently foreseen. Please refer
to the Company's proxy statement for the quorum requirements and
the voting requirements for Proposals 1 and 2. Proposals 3, 4
and 5 each require a majority of the votes cast for approval.
Revocation of Proxies
You may revoke any proxy you give to management or to me
prior to its exercise by (i) delivering a written revocation of
your proxy to the Company; (ii) executing and delivering a later
dated proxy to me or to the Company or to our respective agents;
or (iii) voting in person at the meeting. (Attendance at the
meeting will not in and of itself revoke a proxy.) There is no
limit on the number of times you may revoke your proxy prior to
the meeting. Only the latest dated, properly signed proxy card
will be counted.
Information Concerning the Soliciting Shareholder
I, Phillip Goldstein, am the Soliciting Shareholder. My
address is 60 Heritage Drive, Pleasantville, NY 10570. I am an
investment manager who presently manages investment portfolios
with assets in excess of $60 million. Since December 1, 1992, I
have been the president and 50% shareholder of Kimball &
Winthrop, Inc., the general partner of Opportunity Partners L.P.,
a private investment partnership. I am also the portfolio
manager of Opportunity Partners. Since 1996, I have taken an
active role in urging the management of certain companies to take
various actions that I believe would benefit those companies and
their shareholders. My actions have included discussions with
management, submitting shareholder proposals, conducting a proxy
contest and filing a lawsuit.
As of -------- 2001, I owned directly one share of Common
Stock of the Company. I am also deemed to be the beneficial
owner of -------- shares of Common Stock held in brokerage
accounts by my clients (including Opportunity Partners) and me.
Combined, these personal and client holdings total ----------
shares, representing approximately ----% of the Company's
outstanding Common Stock. Exhibit 1 to this proxy statement
contains a schedule showing my purchases and sales of Common
Stock within the past two years.
REASONS FOR THE SOLICITATION
I believe that the Company can be sold at a significant
premium to its market price. Therefore, I wish to afford
shareholders an opportunity to (1) determine whether they want to
pursue a sale of the Company and (2) elect directors that have no
ties to management and who are committed to pursuing such a sale.
OTHER CONSIDERATIONS
A sale of the Company may require shareholder approval, and
no assurance can be given that such approval will be obtained.
In addition, various costs, including but not limited to those
related to holding a special meeting of shareholders, which would
be borne indirectly by shareholders, may be associated with such
actions. I believe that such costs are far outweighed by the
benefit of a sale at a premium to the market price of the
Company's stock.
I believe that all shareholders of the Company will benefit
if actions are taken to improve shareholder value. However, I
also have personal financial incentives to increase the Company's
stock price because my clients who hold shares of the Company pay
me fees that are based upon the realized and unrealized gains
that they earn. Thus, these fees may partially depend on the
value of the Company's shares.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting, I will nominate the following persons for
election as a director for a term expiring in 2004.
Name, Address, Age
Principal
Business/
Occupation
Phillip Goldstein
(Age 56)
60 Heritage Drive
Pleasantville, NY
10570
Andrew Dakos (Age
35)
14 Mill Street
Lodi, NJ 07644
Chaim Edelstein
(Age 58)
1040 Park Avenue,
Apt 12E
New York, NY 10028
Since 1992, Mr.
Goldstein has
managed
investments for a
limited number of
clients and has
served as the
portfolio manager
and president of
the general
partner of
Opportunity
Partners, a
private investment
partnership. From
1998-2000, he was
a director of
Clemente Strategic
Value Fund and was
elected a director
of Mexico Equity &
Income Fund in
February 2000, The
Italy Fund in May
2000 and Dresdner
RCM Global
Strategic Income
Fund in November
2000.
Private investor.
Vice President --
Sales, UVitec
Printing Ink, Inc.
since 1997, Sales
Manager 1992-1997.
Director of
Dresdner RCM
Global Strategic
Income Fund since
November 2000.
Private Investor.
Chairman and Chief
Executive Officer,
Abraham & Strauss,
a division of
Federated
Department Stores,
1985-1994.
Chairman, Hills
Stores, 1996-1999
and CEO, 1998.
Chairman, 7th
Online, 1999 -
present
As of ------, 2001 Mr. Dakos, Mr. Goldstein and Mr.
Edelstein beneficially owned ------, -------, and ------- shares
of the Company respectively. Other than fees that may be payable
by the Company to its directors, none of my nominees have any
arrangement or understanding with any person with respect to any
future employment by the Company or by any affiliate of the
Company.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote IN FAVOR of the election of the
above persons, each of whom have consented to stand for election
and to serve if elected. If any nominee is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, as is designated by the proxies.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE
LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY
I am making no recommendation with respect to this proposal.
In the absence of contrary instructions, the proxies will NOT
VOTE your shares on this proposal.
PROPOSAL 3: A STOCKHOLDER PROPOSAL TO PROMPTLY EMPLOY AN
INVESTMENT-BANKING FIRM TO PURSUE A SALE OF THE COMPANY
The most recent stated book value of the Company is $6.- per
share. That is substantially higher than the market price of the
Company's stock. I believe a sale of the Company at or above
book value is feasible and consequently, should be pursued. In
the absence of contrary instructions, the proxies will not vote
your shares on this proposal. In the absence of contrary
instructions, the proxies will vote your shares FOR this
proposal.
PROPOSAL 4: A STOCKHOLDER PROPOSAL TO SEEK TO CANCEL THE STOCK
OPTIONS OF ANY DIRECTOR OR EXECUTIVE ORFFICER WHO OPPOSES
PROPOSAL 3
The current board of directors and management team has been
responsible for the abysmal performance of the Company's stock
price. I believe that any possible opposition to a sale of the
Company at a sizeable premium would be motivated by a desire to
keep their lucrative compensation and perks. In that case, the
Company should seek to cancel any stock options that they awarded
themselves so they do not reap the benefits of a sale of the
Company. In the absence of contrary instructions, the proxies
will vote your shares FOR this proposal.
PROPOSAL 5: A STOCKHOLDER PROPOSAL TO ADOPT THE FOLLOWING
BYLAW: "THE COMPANY SHALL NOT INITIATE ANY LAWSUIT AFTER FEBRUARY
20, 2001 THAT IS REASONABLY CALCULATED TO IMPEDE A CHANGE IN
CONTROL OF THE COMPANY UNLESS APPROVED BY THE SHAREHOLDERS. THIS
BYLAW MAY ONLY BE CHANGED OR RESCINDED BY THE SHAREHOLDERS."
This bylaw will insure that the shareholders can
democratically determine the destiny of the Company. Otherwise,
the board of directors might initiate a lawsuit to impede a
change in control. I agree with those who believe that such
lawsuits benefit only the incumbent managers and the lawyers who
litigate them - not the shareholders. Shareholders should not
have to pay for such a lawsuit unless they specifically approve
it.
THE SOLICITATION
I am making this solicitation personally. Persons affiliated
with or employed by affiliates of Opportunity Partners may assist
me in the solicitation of proxies. They will not receive any
special compensation for their services. Banks, brokerage houses
and other custodians, nominees and fiduciaries will be requested
to forward this proxy statement and the enclosed GREEN proxy card
to the beneficial owners of shares of Common Stock for whom they
hold shares of record. I will reimburse these organizations for
their reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. Because I believe that the
shareholders will benefit from this solicitation, I intend to
seek reimbursement of these expenses from the Company.
Shareholders will not be asked to vote on the reimbursement of
solicitation expenses incurred by either the incumbent directors
or me. I estimate that my expenses will be about $30,000. As of
- ------, 2001, my expenses have been approximately $---------. If
the Company does not reimburse me, I may seek reimbursement from
one or more of my clients or from their affiliates.
There is no arrangement or understanding involving me or any
affiliate of mine that relates to future employment by the
Company or any future transaction with the Company.
ADDITIONAL PROPOSALS
I know of no business that will be presented for consideration
at the meeting other than that set forth in this proxy statement
and in the Company's proxy statement. Unless instructed
otherwise, if any other matters are properly presented for
consideration at the meeting, it is the intention of the persons
named as proxies in the enclosed GREEN proxy card to vote in
accordance with their own best judgment on such matters.
DATED: ------, 2001
EXHIBIT 1: SECURITIES OF THE COMPANY PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had
any interest, direct or indirect in the Company. The following
table sets forth certain information with respect to purchases
and sales of shares of Common Stock of the Company within the
past two years by me and by accounts holding shares as to which I
am deemed to be the beneficial owner (the "Accounts"). Some of
the shares are held in margin accounts, together with other
securities. Therefore, a portion of the purchase price and
market value of the shares may from time to time be represented
by margin borrowings, depending upon the net debit balances, if
any, of the margin accounts, which fluctuate daily.
Date
Shares
Purchased
Date
Shares
Purchased
Date
Shares Sold
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF
MAYOR'S JEWELERS, INC. BY PHILLIP GOLDSTEIN FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON -----, 2001
The undersigned hereby appoints Steven Samuels, Andrew Dakos,
Rajeev Das and Phillip Goldstein, and each of them, as the
undersigned's proxies, with full power of substitution, to attend
the Annual Meeting of Shareholders of Mayor's Jewelers, Inc. at -
- -- a.m. on ----------, 2001, at the Sheraton Suites Plantation,
311 University Drive, Plantation, Florida (the "Meeting"), and
any adjournment or postponement thereof, and to vote on all
matters that may come before the Meeting and any such adjournment
or postponement the number of shares that the undersigned would
be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF THREE DIRECTORS
FOR all of the nominees listed below [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed below
PHILLIP GOLDSTEIN, ANDREW DAKOS AND CHAIM EDELSTEIN
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
___________________________________________________________
2. RATIFICATION OF THE SELECTION OF DELOITE & TOUCHE LLP AS
INDEPENDENT ACCOUNTANTS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. A STOCKHOLDER PROPOSAL TO PROMPTLY EMPLOY AN INVESTMENT-
BANKING FIRM TO PURSUE A SALE OF THE COMPANY
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. A STOCKHOLDER PROPOSAL TO SEEK TO CANCEL THE STOCK OPTIONS OF
ANY DIRECTOR OFFICERS WHO OPPOSES PROPOSAL 3.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. A STOCKHOLDER PROPOSAL TO ADOPT THE FOLLOWING BYLAW: "THE
COMPANY SHALL NOT INITIATE ANY LAWSUIT AFTER FEBRUARY 20, 2001
THAT IS REASONABLY CALCULATED TO IMPEDE A CHANGE IN CONTROL OF
THE COMPANY UNLESS APPROVED BY THE SHAREHOLDERS. THIS BYLAW
MAY ONLY BE CHANGED OR AMENDED BY THE SHAREHOLDERS."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above in Proposal 1, FOR
Proposals 3, 4 and 5 and will NOT VOTE on Proposal 2. The
undersigned hereby acknowledges receipt of the proxy statement
dated ------, 2001 of Phillip Goldstein and revokes any proxy
previously executed. (Important - Please be sure to enter date.)
.
SIGNATURE (S)______________________________ Dated: _____________