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
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LANNETT COMPANY, INC.
(Name of registrant as specified in its charter)
Blair B. Hysni
Jaffe, Raitt, Heuer & Weiss
Professional Corporation
One Woodward Ave., Ste. 2400
Detroit, Michigan 48226
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
(2) Aggregate number of securities to which transaction applies: ________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________
(5) Total fee paid: _______________________________________________________
[ ] Fee paid previously with preliminary materials: ___________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: _____________________________________________
(2) Form, Schedule or Registration Statement no.: _______________________
(3) Filing Party: _______________________________________________________
(4) Date Filed: _________________________________________________________
LANNETT COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 11, 1997
To the Stockholders:
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of Lannett Company, Inc. (the "Company") will be held at The
Holiday Inn, 1455 Hunter Boulevard, Birmingham, Michigan, on Friday, April
11, 1997, at 10:00 a.m., local time, for the following purposes:
(1) to elect three Directors to serve until the next annual
meeting of the stockholders; and
(2) to transact such other business as may properly come before
the Meeting.
A Proxy Statement containing information relevant to the Meeting
appears on the following pages. Only holders of record of the Company's
common stock at the close of business on February 21, 1997, are entitled to
notice of, and to vote at, the Meeting or at any adjournment.
All stockholders are cordially invited to attend the Meeting in
person. Whether or not you expect to attend the Meeting, please sign, date
and mark the enclosed proxy card which is being solicited by the Board of
Directors and return it as soon as possible in the postage-paid envelope
provided. If you wish to vote in accordance with the Board of Director's
recommendations, you need only sign, date and return the proxy card. If you
attend the Meeting, you may revoke your proxy and vote your own shares.
By Order of the Board of Directors
AUDREY FARBER
Secretary
Dated: February 28, 1997
LANNETT COMPANY, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 11, 1997
GENERAL INFORMATION
Introduction
This Proxy Statement has been prepared by the management of Lannett
Company, Inc. (the "Company"), and is furnished in connection with the
solicitation by the Board of Directors of proxies to be used at the annual
meeting (the "Meeting") of the stockholders of the Company to be held at The
Holiday Inn, 1455 Hunter Boulevard, Birmingham, Michigan, on Friday, April
11, 1997, at 10:00 a.m., local time, or at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders and in this Proxy Statement. The Company began distributing this
Proxy Statement and the accompanying materials to the stockholders on
February 28, 1997. The mailing address of the Company's principal executive
offices is 9000 State Road, Philadelphia, Pennsylvania 19136.
Voting Rights
Only holders of record of the Company's common stock (the "Common
Stock") at the close of business on February 21, 1997 (the "Record Date") are
entitled to receive notice of, and to vote at, the Meeting or at any
adjournment. On the Record Date, there were 5,206,128 shares of the Common
Stock issued and outstanding. A list of all stockholders entitled to vote at
the Meeting will be available for inspection by any stockholder at the
Meeting and for a period of ten days prior to the Meeting at the Company's
principal executive offices. Shares cannot be voted at the Meeting or at any
adjournment unless the holder is present in person or represented by proxy.
Quorum
The presence at the Meeting, whether in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding and entitled
to vote on the Record Date will constitute a quorum. If a quorum is not
present, the vote of a majority of the shares of Common Stock present at the
Meeting, whether in person or by proxy, may without notice adjourn the
Meeting from day to day, or for such longer periods not exceeding fifteen
days each, until a quorum can be obtained.
Solicitation
The Board of Directors invites you to use the proxy card which
accompanies this Proxy Statement to vote the shares of Common Stock owned by
you on the Record Date with respect to each matter on which a vote is to be
taken at the Meeting. To do so, sign, date and mark the enclosed proxy card
and return it as soon as possible in the envelope provided. If you wish to
vote in
accordance with the Board of Director's recommendations, you need only sign,
date and return the proxy card.
Proxies may also be solicited by telephone, telegraph or in person by
directors, officers and employees of the Company. The costs of soliciting
proxies, whether by mail, telephone, telegraph, in person or otherwise, will
be borne by the Company. The Company will reimburse brokerage houses and
other nominees for expenses incurred in sending proxy materials to beneficial
owners.
Revocation
Any proxy given pursuant to this solicitation may be revoked at any
time before it is voted by (a) delivering to the Secretary of the Company, at
or before the time and date of the Meeting, (i) a written notice of
revocation bearing a later date than the proxy, or (ii) a duly-executed proxy
bearing a later date relating to the same shares; or (b) attending the
Meeting and voting in person (attendance at the Annual Meeting will not in
and of itself constitute revocation of a proxy).
Voting Proxies
Shares of Common Stock represented by properly executed proxies
received prior to the Meeting will be voted in accordance with the choices
specified in the proxy. Unless contrary instructions are indicated in the
proxy, the shares will be voted as indicated in this Proxy Statement in
accordance with the recommendations of the Board of Directors. While the
Notice of Annual Meeting indicates that business other than those matters set
forth in this Proxy Statement may come before the Meeting, the Board of
Directors knows of no other matters to be voted on at the Meeting. If any
other matters properly come before the Meeting, the proxies solicited by this
Proxy Statement grant discretionary authority to the proxyholders to vote
with respect to such matters in accordance with their best judgment.
ELECTION OF DIRECTORS
Nominees
The Company's bylaws provide that the number of directors of the
Company may be determined by the stockholders, or in the absence of such
determination, by the Board of Directors. The Board of Directors has
determined that the functions of the Board can be adequately served by three
directors. The Board of Directors nominates the three persons named below for
election to the Board of Directors. Stockholders attending the meeting may
determine that the Company should have fewer or more than three directors and
may nominate and vote for that number of persons to fill such vacancies. If,
due to circumstances not now foreseen, any of the nominees named below are
unable or unwilling to serve for any reason, the proxies will be voted for
such other person or persons as the Board of Directors may deem advisable. In
any event, the proxies will be voted for only the three nominees named in
this Proxy Statement or their substitutes. Each director elected at the
Meeting will serve for a term commencing on the date of the Meeting and
continuing until his successor is elected and qualified or until his earlier
resignation or removal.
2
The following list identifies each nominee for election to the Board
of Directors and sets forth certain information regarding each nominee. Each
nominee is currently serving as a director of the Company.
Roy English, 65, has served as a Director of the Company since
February 1993. Mr. English is a pharmacist by profession. For many years
prior to 1987, Mr. English owned and operated Major Pharmaceuticals -
Kentucky (formerly Murray Drug Corp.), a generic drug distributor. In 1987,
Mr. English sold Murray Drug Corp. From 1987 through 1989, Mr. English served
as President of Major Pharmaceuticals - Kentucky. Mr. English provided
consulting services to Major Pharmaceuticals from 1989 to August 1993. In
1988, Mr. English formed English Farms, Inc., a closely-held family
corporation which sells food products and is currently Chairman of its Board.
In 1991, Mr. English purchased 50% of Southeastern Book Co., an entity which
buys and sells used college text books. He has retired as President but still
serves as a director of such Company.
David Farber, 37, was elected a Director of the Company in August
1991. Mr. Farber is the owner and President of TVO, Inc. From October 1990 to
November 1994, when he sold it, Mr. Farber was the President and owner of
Vital Foods, Inc., an eight store chain of health food stores in the Detroit,
Michigan area. Prior to that, Mr. Farber was employed by Michigan Pharmacal
Corporation for 13 years; the most recent six years as Executive Vice
President and, prior to that, as Production Manager. David Farber is the son
of William Farber.
William Farber, 65, was elected as Chairman of the Board of Directors
in August 1991. From April 1993 to the end of 1993, Mr. Farber was the
President and a director of Auburn Pharmaceutical Company. In 1980, Mr.
Farber formed Major Pharmaceutical Corporation, a generic pharmaceutical
buying group, and served as its Director of Purchasing from 1990 through
March 1993. Mr. Farber founded, and, from 1965 through 1990, served as the
Chief Executive Officer of Michigan Pharmacal Corporation. Mr. Farber is a
registered pharmacist in the State of Michigan. William Farber is the father
of David Farber and the husband of Audrey Farber, Secretary of the Company.
Mr. Donald Epstein, a director of the Company since 1989, and Mr.
Gerald Levinson, a director since 1979, each resigned for personal reasons on
December 28, 1996 and January 10, 1997, respectively. To the best of the
Company's knowledge, there are no material proceedings to which any nominee
is a party, or has a material interest, adverse to the Company. To the best
of the Company's knowledge, there have been no events under any bankruptcy
act, no criminal proceedings and no judgments or injunctions that are
material to the evaluation of the ability or integrity of any nominee during
the past five years.
Board Meetings
The Board met twice during the fiscal year ended June 30, 1996
("Fiscal 1996"). Each director attended all Board of Director meetings held
in Fiscal 1996.
3
Committees
Several important functions of the Board of Directors may be
performed by committees that are comprised of members of the Board of
Directors. The Company's bylaws authorize the formation of these committees
and grant the Board of Directors the authority to prescribe the functions of
each committee and the standards for membership of each committee. The Board
of Directors appoints the members of each committee. The Board of Directors
has three standing committees: an Executive Committee, an Audit Committee and
a Compensation Committee. The Board of Directors does not have a standing
nominating committee.
The Executive Committee was established to manage the day-to-day
business and affairs of the Company between regular Board meetings.
Currently, the only member of the Executive Committee is William Farber. A
former director, Donald Epstein, was a member of the Executive Committee
until his resignation on December 28, 1996. The Executive Committee did not
hold any formal meetings during Fiscal 1996.
The Audit Committee was established to (i) annually recommend a firm
of independent public accountants to the Board of Directors to act as
auditors of the Company; (ii) review the scope of the annual audit with the
auditors in advance of the audit; (iii) review the results of the audit and
the adequacy of the Company's accounting, financial and operating controls;
(iv) review the Company's accounting and reporting principles, policies and
practices; and (v) perform such other duties as may be delegated to it by the
Board of Directors. Currently, the only member of the Audit Committee is
William Farber. A former director, Gerald Levinson, served on the Audit
Committee until his resignation on January 10, 1997. The Audit Committee did
not hold any formal meetings during Fiscal 1996.
The Compensation Committee was established to make recommendations to
the Board of Directors with respect to salaries and other compensation of the
Company's officers, and to act as the administrator of the Company's 1993
Long Term Incentive Plan. The current members of the Compensation Committee
are William Farber and Roy English. The Compensation Committee did not hold
any formal meetings during Fiscal 1996.
Required Vote
Directors will be elected by a plurality of the votes of the shares
of Common Stock cast in person or by proxy at the Meeting. Abstentions and
broker non-votes will have no effect on the election of directors. Proxies
will be tabulated by the Company's transfer agent. The Judge of Elections
appointed at the Meeting will combine the proxy votes with the votes cast in
person at the Meeting.
Recommendation
The Board of Directors recommends a vote in favor of, and, unless
instructed otherwise, the proxies solicited by the Board of Directors will be
voted FOR, the election of the three nominees listed above.
4
MANAGEMENT AND COMPENSATION
Executive Officers
The executive officers of the Company are set forth below.
===================================================================
Name Age Position
- ---- --- --------
William Farber 65 Chairman
Vlad Mikijanic 44 Vice President of Technical
Affairs
Jeffrey Moshal 32 Vice President-Finance and
Treasurer
===================================================================
Vlad Mikijanic was elected Vice President of Technical Affairs in
August 1991. For the prior 17 years, Mr. Mikijanic was employed by Zenith
Laboratories in various positions including Corporate Director of Quality
Control/Quality Assurance, a position which he held at Zenith for three
years.
Jeffrey Moshal was elected Vice President-Fianance and Treasurer in
April 1996. Mr. Moshal joined the Company in August 1994 as Director of
Financial Operations. For the prior seven years, Mr. Moshal was employed by
Grant Thornton LLP, primarily serving manufacturing clients. Mr. Moshal is a
Certified Public Accountant.
See "ELECTION OF DIRECTORS - Nominees" above for a description of
matters pertaining to Mr. William Farber.
To the best of the Company's knowledge, there are no material
proceedings to which any executive officer is a party, or has a material
interest, adverse to the Company. To the best of the Company's knowledge,
there have been no events under any bankruptcy act, no criminal proceedings
and no judgments or injunctions that are material to the evaluation of the
ability or integrity of any executive officer during the past five years.
Executive Compensation
Summary Compensation Table
The following table summarizes all compensation paid to or earned by
the Executive Officers of the Company for Fiscal 1996, the fiscal year ended
June 30, 1995 ("Fiscal 1995") and the fiscal year ended June 30, 1994
("Fiscal 1994"). There are no other executive officers whose total annual
salary and bonus for services rendered to the Company or any subsidiary
exceeded $100,000 during Fiscal 1996.
5
- ------------------------------------------------------------------------------------------------------
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Restricted LTIP All Other
Principal Fiscal Other Annual Stock Options/ Payouts Compensation
Position Year Salary Bonus(1) Compensation Award(s) SARs Amount Amount
-------- ------ ------ ----- ------------ ---------- -------- ------- ------------
William 1996 0 0 0 0 0 0 0
Farber.
Chairman of
the Board
1995 0 0 0 0 0 0 0
1994 0 0 0 0 0 0 0
Barry 1996 169,343 10,760 20,000(2) 0 0 0 27,850(3)
Weisberg
President/
CEO -
resigned
1/1/96
1995 163,262 10,760 20,000(2) 0 20,000(4) 0 27,850(3)
1994 158,556 10,883 20,000(2) 0 20,000(4) 0 22,458(5)
Vlad 1996 104,284 1,200 7,200(2) 0 0 0 3,345(6)
Mikijanic
Vice
President/
Technical
Affairs
1995 101,038 0 7,200(2) 0 0 0 3,268(7)
<FN>
==============================================================================
(1) The Company contributed $9,240, $9,240, and $9,117 in Fiscal 1996,
Fiscal 1995 and Fiscal 1994, respectively, on Mr. Weisberg's behalf to the
Company's 401(k) Plan. Pursuant to his employment agreement, Mr. Weisberg
earned an additional bonus of $10,760, $10, 760 and $10,883 in Fiscal 1996,
Fiscal 1995 and Fiscal 1994, respectively.
(2) Includes $20,000 paid to Mr. Weisberg, and $7,200 paid to Mr.
Mikijanic for automobile leasing and expenses for all periods presented.
(3) Includes $13,740 paid to the Company's 401(k) Plan (including
$9,240 contributed pursuant to Mr. Weisberg's bonus arrangement and an
additional contribution of up to 3% of Mr. Weisberg's salary), $8,624 paid
for life insurance premiums, and $5,486 paid for long term disability
insurance.
(4) On termination of Mr. Weisberg's employment for any reason other
than cause, these Options may be exercised, to the extent they were otherwise
exercisable on the date of termination of employment, within ninety days of
such termination of employment. No options have been exercised.
6
(5) Includes $13,831 paid to the Company's 401(k) Plan (including
$9,117 contributed pursuant to Mr. Weisberg's bonus arrangement and an
additional contribution of up to 3% of Mr. Weisberg's salary) and $8,627 paid
for life insurance premiums.
(6) Represents $3,345 paid to the Company's 401(k) Plan (a Company
contribution of up to 3% of Mr. Mikijanic's salary).
(7) Represents $3,268 paid to the Company's 401(k) Plan (a Company
contribution of up to 3% of Mr. Mikijanic's salary).
Option Exercises and Year End Option Values
============================================================================================
(a) (b) (c) (d) (e)
Value of
Unexercised
Number of Securities In-the-Money
Shares Underlying Unexercised Options at
Acquired Options at FY-End FY-End
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable *
- --------------------------------------------------------------------------------------------
Vlad Mikijanic -- -- 6,666 $0
Vice President of
Technical Affairs 1,333 $0
<FN>
==============================================================================
* Computed by reference to the average of the bid and asked prices of
such stock as quoted by the NQB.
Compensation of Directors.
Directors received compensation of $300 per meeting attended, for
services provided as directors of the Company or for committee participation
or special assignments during Fiscal 1996. Directors are reimbursed for
expenses incurred in attending Board meetings.
Employment Contracts.
Effective January 1, 1996, Barry Weisberg resigned as President and a
director of the Company.
The Company and Vlad Mikijanic entered into a five-year Employment
Agreement as of February 1, 1994, which provided for an initial salary of
$100,000 with annual salary increases of 3% and an automobile allowance of
$7,200 per annum.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
William Farber, a principal shareholder and a director of the
Company, has provided the Company with a financing package originally
aggregating $4,000,000, which the Company has
7
used to renovate its manufacturing facility, to acquire new equipment, to
remove hazardous waste materials, to retain new management and to provide
working capital. The original financing package consisted of a $3,500,000
revolving line of credit, bearing interest at the prime rate published by
Michigan National Bank plus 1% per annum, and a $2,000,000 convertible
debenture, bearing interest at 9% per annum. The financing package has been
amended several times to increase the credit available under the line to
$3,750,000, and to defer interest and principal payments. Mr. Farber has the
right to acquire an additional 8,000,000 shares of Common Stock on conversion
of the $2,000,000 principal balance of the debenture. Mr. Farber is currently
the holder of 1,029,646 shares of Common Stock, or approximately 19.78% of the
Company's issued and outstanding shares.
Prior to the election of Mr. Farber as a director, the Company's
Board of Directors determined that the value of the debenture at the time of
its issuance did not exceed its face amount. In making such determination,
the directors considered the prices at which the Common Stock had been
trading immediately prior to Mr. Farber's purchase of a significant block of
such stock, the Company's dim prospects without the financing facility and
the valuation placed on the Company by an investment banker engaged by Mr.
Farber. At the time of issuance, the inter-dealer prices quoted for the
Common Stock exceeded the conversion price for the Debenture. If Mr. Farber
exercises the conversion feature of the Debenture, the per share earnings
will be significantly diluted. It is likely that Mr. Farber will exercise the
conversion feature prior to its expiration so long as quoted market prices
for the Common Stock continue to exceed the conversion price.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of February 7, 1997, information
regarding the security ownership of the directors and certain executive
officers of the Company and persons known to the Company to be beneficial
owners of more than five (5%) percent of the Common Stock:
===========================================================================================
Excluding Options Including Options
and Debentures and Debentures
--------------------- ----------------------
Name and Address of Number Percent Number Percent
Beneficial Owner Office of Shares of Class of Shares of Class
- ------------------- ------ --------- -------- --------- --------
Directors/Executive Officers:
- -----------------------------
Roy English Director 34,000(1) .65% 34,000(1) .65%
c/o Lannett Company,
Inc.
9000 State Road
Philadelphia, PA 19136
David Farber(2) Director 64,372(3) 1.24% 64,372(3) 1.24%
c/o Lannett Company,
Inc.
9000 State Road
Philadelphia, PA 19136
William Farber(2) Chairman of 1,029,646 19.78% 9,029,646(4) 68.37%
c/o Lannett Company, the Board
Inc.
9000 State Road
Philadelphia, PA 19136
Vlad Mikijanic Vice 0 0 6,667(5) .13%
9000 State Road President of
Philadelphia, PA 19136 Technical
Affairs
8
Jeffrey Moshal Vice 200 .0038% 200 .0038%
9000 State Road President
Philadelphia, PA 19136 Finance and
Treasurer
All directors and 1,128,218 21.67% 9,134,885 69.17%
executive officers as a
group (5 persons)
Other 5% Shareholders:
Samuel Gratz 1,018,724(6) 19.57% 1,018,724(6) 19.56%
1139 Kerper Street
Philadelphia, PA 19111
<FN>
==============================================================================
(1) Includes 3,500 shares owned by the spouse of Mr. English.
(2) William Farber is the father of David Farber and the husband of
Audrey Farber, the Secretary and Treasurer of the Company.
(3) Includes 6,192 shares held by David Farber's minor child and 4,000
shares held in an individual retirement account.
(4) Includes 8,000,000 shares of Common Stock subject to issuance upon
conversion of the principal balance of the debenture held by Mr. Farber. Mr.
Farber may convert all or any portion of such indebtedness at any time prior
to payment in full of the outstanding indebtedness represented by the
debenture at a rate of 4,000 shares of Common Stock for each $1,000 of
outstanding indebtedness (adjusted to reflect the Company's 4 for 1 stock
splits in April 1992 and March 1993), subject to anti-dilution provisions.
The current outstanding indebtedness represented by the debenture is $2,000,000.
(5) Represents 4,000 shares of Common Stock subject to currently
exercisable options to purchase shares at an exercise price of $4.375 per
share, and 2,667 shares of Common Stock subject to currently exercisable
options to purchase shares at an exercise price of $3.78125 per share.
(6) Includes 496 shares which are held by the wife of Samuel Gratz.
Section 16(a) Compliance
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
and certain written representations furnished to the Company during Fiscal
1995, the Company is not aware of the failure to file on a timely basis, any
of the reports required by Section 16(a) of the Securities Exchange Act of
1934.
Independent Public Accountants
In December 1992, the Board of Directors selected Grant Thornton,
L.L.P. to act as the Company's independent public accountants.
Representatives of Grant Thornton, L.L.P. are expected to be present at the
Meeting and will have the opportunity to make a statement if they desire to
do so and respond to appropriate questions.
9
Stockholder Proposals
Any stockholder proposals to be presented at the next annual meeting
of stockholders to be held in 1998 which are eligible for inclusion in the
Company's proxy statement for such meeting must comply with the rules and
regulations promulgated under the Securities Exchange Act of 1934, as
amended, and must be received by the Company no later than November 15, 1997.
Proposals should be addressed to the Company's Secretary at 9000 State Road,
Philadelphia, Pennsylvania 19136.
1996 Annual Report to Stockholders
The Company's 1996 Annual Report to Stockholders has been mailed with
this Proxy Statement or previously delivered to stockholders.
Other Matters
Management knows of no matters which will be presented for
consideration at the Meeting other than those stated in the Notice of
Meeting. However, if any other matters do properly come before the Meeting,
the proxyholders named in the accompanying proxy will vote the proxy in
accordance with their best judgment regarding such matters.
By Order of the Board of Directors
AUDREY FARBER
Secretary
Dated: February 28, 1997
[ FRONT OF PROXY CARD ]
- ------------------------------------------------------------------------------
LANNETT COMPANY, INC.
Proxy for the Annual Meeting of Stockholders
April 11, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LANNETT COMPANY, INC.
The undersigned stockholder of LANNETT COMPANY, INC. (the "Company") hereby
appoints WILLIAM FARBER the attorney and proxy of the undersigned stockholder,
with full power of substitution, to vote all of the shares of the Company's
common stock standing in the name of the undersigned stockholder at the close
of business on February 21, 1997, at the annual meeting (the "Annual
Meeting") of the Company's stockholders to be held on Friday, April 11, 1997,
and at any adjournment thereof, with all of the powers the undersigned
stockholder would possess if then and there present.
I. ELECTION OF DIRECTORS
[ ] FOR all of the nominees listed below:
Roy English William Farber
David Farber
[ ] FOR all of the nominees listed above EXCEPT those nominees
with a line drawn through their name.
[ ] AUTHORITY IS WITHHELD for all of the nominees listed above.
II. OTHER BUSINESS
The above-appointed proxy is authorized to vote upon all matters
incidental to the conduct of the Annual Meeting and such other
business as may properly come before the Annual Meeting in accordance
with his best judgment.
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[ BACK OF PROXY CARD ]
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The undersigned stockholder acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated February 28, 1997.
The giving of this Proxy does not affect the right of the undersigned
stockholder to vote in person should the undersigned stockholder attend the
Annual Meeting. This Proxy may be revoked at any time before it is voted.
This Proxy, when properly executed, will be voted by the above-appointed
proxy in the manner directed herein by the undersigned stockholder. If no
choices are specified, this Proxy will be voted FOR the election of the
nominees listed above. The undersigned stockholder confers upon the
above-appointed proxy the discretionary authority to vote for any other
person or persons for election to the Board of Directors if any of the
nominees listed above are unable to serve or for good cause will not serve as
director due to circumstances not now foreseen.
Please sign exactly as your name appears below. If signing as attorney,
executor, personal representative, trustee or in some other representative
capacity, sign name and give full title. If a corporation, sign in corporate
name by authorized officer. If a partnership, sign in partnership name by
authorized person. When shares are held by joint tenants, both tenants must
sign. Brokers executing proxies should indicate in the space below the number
of shares with respect to which authority is conferred by this Proxy if less
than all shares held by such broker as nominee are to be voted.
Signature: ___________________________________
Signature: ___________________________________
(if held jointly)
Date: _____________________
Brokers - Number of Shares: __________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
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