EXHIBIT 99.2
[FRONT OF FORM OF CONSENT CARD]
PRELIMINARY COPY--SUBJECT TO COMPLETION
WRITTEN CONSENT BY STOCKHOLDERS OF
HARMONY HOLDINGS, INC.
TO ACTION WITHOUT A MEETING
Solicited by
THE LAKEN COMMITTEE
Unless otherwise indicated below, the undersigned, a stockholder of
record of Harmony Holdings, Inc., a Delaware corporation (the "Company"), on
September, __, 1997 (the "Record Date"), hereby consents pursuant to Section
228(a) of the Delaware General Corporation Law with respect to all shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Company
held by the undersigned to the taking of each of the following actions without
a meeting, without prior notice and without a vote:
THE COMMITTEE STRONGLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY CONSENT TO ALL OF THE FOLLOWING RESOLUTIONS. EACH OF THE
RESOLUTIONS REQUIRES THE APPROVAL OF A MAJORITY OF THE COMMON STOCK
OUTSTANDING ON THE RECORD DATE.
THIS CONSENT CARD IS CONTINUED ON THE REVERSE SIDE. PLEASE MARK, SIGN
AND DATE THIS CONSENT CARD ON THE REVERSE SIDE BEFORE RETURNING THIS CONSENT
CARD IN THE ENCLOSED ENVELOPE.
1.A. Fix the number of directors at THREE (3).
RESOLVED, that Section 1 of Article III of the By-Laws be amended to
read as follows:
Section 1. Number of Directors; Terms. The number of Directors
of the corporation which shall constitute the whole Board of Directors shall
be THREE (3) unless and until changed from time to time by resolution of the
Board of Directors. Directors shall be elected annually by the stockholders
except as provided in Section 2 of this Article III and shall hold office
until his successor is duly elected and qualified or until he sooner dies,
resigns, is removed or becomes disqualified.
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
- 48 -
1.B. Require that any vacancies created by the removal of a director
may be filled only by stockholder action.
RESOLVED, that Section 2 of Article III of the By-Laws be amended to
read as follows:
Section 2. Vacancies. Subject to the provisions of the
certificate of incorporation, vacancies in the Board of Directors other than
vacancies created by the removal of directors by the stockholders may be
filled by a majority of the Directors then in office, though less than a
quorum, or by a sole remaining Director, and any Director so chosen shall hold
office for the remainder of the full term of the Director whose place he has
been elected to fill or of the class for which he has been designated and
until his successor is duly elected and shall qualify. If there are no
Directors in office, then an election of Directors may be held in the manner
provided by statute.
Further subject to the provisions of the certificate of
incorporation, a vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any Director,
or if the stockholders fail at any annual or special meeting of stockholders
at which any Director or Directors are required to be elected to elect the
full authorized number of Directors to be voted for at that meeting, or if
there are newly created Directorships resulting from any increase in the
authorized numbers of Directors.
A vacancy or vacancies created by the removal of one or more
directors may only be filled by action of the holders of shares representing a
majority of the shares of the corporation's common stock then outstanding and
entitled to vote and such action may be taken at the same annual or special
meeting, or by means of the same written consent or consents, of stockholders
at or by which such director or directors were removed or may be taken at a
different meeting or by a separate written consent or consents.
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
1.C. Authorize the stockholders to remove any or all directors, with
or without cause, at any meeting or by written consent of a majority of the
stockholders.
RESOLVED, that Section 12 of Article III of the By-Laws be
amended to read as follows:
- 49 -
Section 12. Removal of Directors. Subject to the provisions of the
certificate of incorporation and except as may otherwise be provided by the
General Corporation Law, the entire Board of Directors or one or more
Directors may be removed from office with or without cause by the affirmative
vote of the holders of a majority of the stock of the corporation entitled to
vote at an election of Directors. Such vote may be taken at any annual meeting
or special meeting of stockholders duly called for the purpose of the removal
of such director or directors or by action of the stockholders by written
consent.
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
1.D. Delete any provision of the Company's By-Laws, and delete any
amendment to the Company's By-Laws, in each case adopted on or after July 22,
1997, and prior to the Effective Time.
RESOLVED, that any provision of the Company's By-Laws, and any
amendment to the Company's By-Laws, in each case adopted on or after July 22,
1997 and on or prior to the date that written unrevoked consents of the
holders of a majority of the shares of Common Stock outstanding at the close
of business on the Record Date are delivered to the Company be deleted.
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
2. Removal of the incumbent directors of the Company.
RESOLVED, that the following incumbent directors of the Company are
hereby removed from such directorships without cause: Christopher T. Dahl,
William E. Cameron, Richard W. Perkins and William Toles, and any other person
elected by the incumbent directors to fill any vacancy or newly created
directorship.
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
INSTRUCTION: To consent, withhold consent or abstain from consenting
to the removal of all the above-named directors and any other person who is a
director of the Company at the time the action taken by this written consent
becomes effective, check the appropriate box above. IF YOU WISH TO CONSENT TO
THE REMOVAL OF CERTAIN OF THE ABOVE-NAMED DIRECTORS AND/OR CERTAIN OF THE
DIRECTORS NOT NAMED ABOVE WHO ARE DIRECTORS OF THE COMPANY AT THE TIME THE
ACTION TAKEN BY THIS WRITTEN CONSENT BECOME EFFECTIVE, BUT NOT ALL OF THEM,
CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH PERSON YOU DO NOT
WISH REMOVED IN THE FOLLOWING SPACE:
- 50 -
- -----------------------------------------------------------------
IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE
UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY INCUMBENT
DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED ABOVE.
3. Election of new directors to the Board.
RESOLVED, that the following persons are hereby elected
directors of the Company to hold office until their successors are
elected and qualified: Glenn B. Laken, Steven B. Nagler and Donald
Sliter (the "Nominees").
/ / CONSENTS / / CONSENT WITHHELD / / ABSTAIN
INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING
TO THE ELECTION OF ALL THE ABOVE-NAMED PERSONS, CHECK THE APPROPRIATE BOX
ABOVE. IF YOU WISH TO CONSENT TO THE ELECTION OF CERTAIN OF THE ABOVE-NAMED
PERSONS, BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE
NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE FOLLOWING SPACE:
- ----------------------------------------------------------------
IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE
UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE ELECTION OF ANY NOMINEE WHOSE
NAME IS WRITTEN IN THE SPACE PROVIDED ABOVE.
The invalidity, illegality or unenforceability of any particular
provision of this Consent shall be construed in all respects as if such
invalid, illegal or unenforceable provision were omitted without affecting the
validity, legality or enforceability of the remaining provisions hereof.
IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE
UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.
- 51 -
[REVERSE OF FORM OF CONSENT CARD]
Please sign exactly as name appears on stock certificates
or on label affixed hereto. When shares are registered in
more than one name, all such persons should sign. When
signing as attorney, executor, administrator, trustee,
guardian, corporate officer, partner, etc., sign in
official capacity, giving full title as such. If a
corporation, please sign in the full corporate name by
president or other authorized officer. If a partnership,
please sign in the partnership name by authorized person.
DATED:
----------------------------------
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
----------------------------------------
Title or Authority (if applicable)
IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.
PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY IN THE
POSTAGE-PAID ENVELOPE ENCLOSED. THE FAILURE TO EXECUTE A CONSENT
WILL HAVE THE SAME EFFECT AS WITHHOLDING A CONSENT.
- 52 -