SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Seaman Furniture Company, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
SEAMAN FURNITURE COMPANY, INC.
Notice of Annual Meeting of Stockholders
to be held September 25, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SEAMAN
FURNITURE COMPANY, INC. (the "Company"), a Delaware corporation, will be held on
Wednesday, September 25, 1996 at 10:00 A.M. (Eastern Standard Time) at the
Huntington Hilton, 598 Broadhollow Road, Melville, New York 11747, for the
following purposes:
(1) To elect three directors to the Board of Directors to hold office
for a term of three years; and
(2) To ratify the selection of Deloitte & Touche LLP as independent
public accountants of the Company for Fiscal Year 1997.
Only holders of Common Stock of record on the books of the Company at the
close of business on August 8, 1996 are entitled to notice of, and to vote at,
the Annual Meeting and any adjournment thereof. A list of such stockholders will
be available from September 9, 1996 until prior to the meeting, as required by
law, at the office of the Company located at 300 Crossways Park Drive, Woodbury,
New York. This list will also be available at the Annual Meeting. The stock
transfer books will not be closed.
You are cordially invited to the meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, WE ASK THAT YOU SIGN AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING, YOUR PROXY MAY BE REVOKED IF
YOU ELECT TO VOTE IN PERSON. THE PROXY IS SOLICITED BY AND ON BEHALF OF THE
BOARD OF DIRECTORS.
By Order of the Board of Directors
/s/ STEVEN H. HALPER
STEVEN H. HALPER
Secretary
Woodbury, New York
August 22, 1996
SEAMAN FURNITURE COMPANY, INC.
300 Crossways Park Drive, Woodbury, New York 11797
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held September 25, 1996
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Seaman Furniture Company, Inc. (the "Company") for use at the Annual Meeting
of Stockholders to be held September 25, 1996, at 10:00 A.M. (Eastern Standard
Time) at the Huntington Hilton, 598 Broadhollow Road, Melville, New York 11747
and any adjournment thereof (the "Meeting"). The matters to be considered and
acted upon at the Meeting are described in the foregoing Notice of Annual
Meeting of Stockholders and this Proxy Statement. This Proxy Statement and the
related form of proxy are being mailed on or about August 26, 1996 to all
stockholders of record on August 8, 1996. Shares of the Company's Common Stock,
$.01 par value (the "Common Stock"), represented by proxies, will be voted as
hereinafter described or as otherwise specified by the stockholder. Any proxy
given by a stockholder may be revoked by the stockholder at any time, prior to
the voting of the proxy, by delivering a written notice to the Secretary of the
Company, by executing and delivering a later-dated proxy or by attending the
Meeting and voting in person.
The persons named as proxies are Alan Rosenberg, President and Chief
Executive Officer of the Company, and Steven H. Halper, Executive Vice
President, Chief Operating Officer and Secretary of the Company. The cost of
preparing, assembling and mailing the proxy, this Proxy Statement and the other
material enclosed and all clerical and other expenses of solicitation will be
borne by the Company. In addition to the solicitation of proxies by use of the
mails, directors, officers and employees of the Company, without receiving
additional compensation, may solicit proxies by telephone, telegram or personal
interview. The Company also will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting material to the beneficial owners
of Common Stock held of record by such custodians and will reimburse such
custodians for their expenses in forwarding soliciting materials.
Proposals of security holders intended to be presented at the next annual
meeting must be received by the Company by April 28, 1997 for inclusion in the
Company's proxy statement and form of proxy relating to that meeting. Any such
proposal must comply with the requirements of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934.
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VOTING RIGHTS
Only holders of shares of Common Stock of record at the close of business
on August 8, 1996 will be entitled to vote at the Meeting. On August 8, 1996,
the Company had 4,537,041 outstanding shares of Common Stock, each such share
entitling the holder thereof to one vote on each matter. Holders of shares of
Common Stock are not entitled to cumulative voting rights.
The presence at the Meeting in person or by proxy of the holders of a
majority of the shares of Common Stock entitled to vote shall constitute a
quorum. Votes abstaining from voting are counted for quorum purposes, but since
they are not cast "for" a particular matter, they will have the same effect as
negative votes or votes "against" a particular matter. The votes required with
respect to the items set forth in the Notice of Annual Meeting of Stockholders
are set forth in the discussion of each item herein.
Unless contrary instructions are indicated on the proxy card, all shares of
Common Stock represented by valid proxies will be voted FOR the two items listed
on the proxy card and described below, and will be voted at the discretion of
the proxies in respect of such other business, if any, as may properly be
brought before the Annual Meeting. As of the date hereof, the Board of Directors
knows of no other business that will be presented for consideration at the
Annual Meeting other than those matters referred to herein. If you give specific
voting instructions by checking the boxes on the proxy card, your shares of
Common Stock will be voted in accordance with such instructions. If, however,
other matters are properly brought before the meeting, it is the intention of
the persons named in the accompanying proxy to vote the shares represented
thereby in accordance with their best judgment and discretionary authority to do
so is included in the proxy. The affirmative vote of the holders of a majority
of the Common Stock, represented at the Meeting or any adjournment thereof and
actually voted, would be required with respect to any such matter brought to a
stockholder vote.
ELECTION OF DIRECTORS
(Item 1 on the Proxy)
The Company's Certificate of Incorporation and By-Laws provide that the
directors of the Company are to be classified into three classes, with the
directors in each class serving for three-year terms and until their successors
are elected.
The Board has nominated Messrs. Alperin, Peraldo and Rosenberg for
re-election as directors at the Meeting. Information regarding Messrs.
Alperin, Peraldo and Rosenberg and the other persons presently serving on the
Board, whose terms expire after the Meeting, is set forth hereinafter.
A plurality of all votes cast at the Meeting or any adjournment thereof,
is required to elect such persons as directors. If a broker indicates on a proxy
that it does not have discretionary
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authority (as to certain shares) to vote on a particular matter, those shares
will not be considered as present and entitled to vote, in respect to that
matter. Unless authority to do so is withheld, the persons named in the
accompanying form of proxy will vote the shares represented thereby for the
following nominees. While it is not anticipated that the nominees will be unable
to serve, if the nominee should be unable to act as a director, the persons
named in the accompanying form of proxy may, unless authority to do so is
withheld, vote for any substitute nominee proposed by the Board.
The Board recommends that stockholders vote FOR the election of Messrs.
Alperin, Peraldo and Rosenberg as Directors of the Company. Proxies solicited by
the Board will be so voted, unless stockholders specify in their proxies a
contrary choice.
Class I: Nominees for election at the 1996 Annual Meeting for terms
expiring at the 1999 Annual Meeting
Barry J. Alperin, 56, a Director of the Company since November
23, 1992, is a private consultant. He was Vice Chairman of Hasbro, Inc. from
1990 until his retirement on July 31, 1995, and a member of its Board of
Directors from 1988 until May 1996. Mr. Alperin was Chief Operating Officer
and Executive Vice President of Hasbro, Inc. from 1989 to 1990, and from 1985
to 1988 he was a Senior Vice President - Corporate. Prior to that, he was a
Partner with the law firm of Fenwick, Davis & West in New York. Mr. Alperin
has an L.L.B. from Harvard Law School, an M.B.A. from the Amos Tuck School of
Business, and a B.A. from Dartmouth College. He is also a director of Henry
Schein, Inc.
Leo Peraldo, 61, has been a Director of the Company since October
14, 1992. He is currently President of Family & Business Insurance Center,
Inc. He was the Vice President of Finance for Klaussner Furniture Industries,
Inc., one of the major furniture manufacturers in the United States until
December 31, 1992 when he retired. He has over twenty years experience in
the furniture industry. Mr. Peraldo has a B.S. degree from Texas Christian
University.
Alan Rosenberg, 46, has been the President and Chief Executive
Officer of the Company and a Director of the Company since October 14, 1992.
From June 1992 until his current appointment with the Company, Mr. Rosenberg
worked for Ametex Fabrics, a division of Masco Industries. Prior to that, he had
been employed by the Company since 1971. He was a buyer from 1971 to 1980, Soft
Lines Merchandise Manager from 1980 to 1985, Vice President - Soft Lines from
1985 to 1990, and Senior Vice President - General Merchandise Manager from 1990
to June 1992. Mr. Rosenberg holds a B.S. Degree from the State University of New
York at Albany.
Class II: Director whose term expires at the 1997 Annual Meeting
James B. Rubin, 42, has been a Director of the Company since June
28, 1994, and has been Senior Managing Director of M.D. Sass Associates,
Inc.'s ("M.D. Sass") Restructured Securities Management Company and Sass
Lamle Rubin & Co. divisions since their inception in 1989. Previously, he
was principal of J.B. Rubin & Company, an investment management and
3
financial advisory firm. From 1985 to 1986, Mr. Rubin was Senior Financial
Analyst with Smith Vasilou Management Company, an investment firm specializing
in troubled companies. Mr. Rubin graduated from Cornell University in 1975 with
an undergraduate degree in Industrial Engineering.
Class III: Directors whose terms expire at the 1998 Annual Meeting
Kim Z. Golden, 41, a Director of the Company since October 14,
1992, is an Executive Vice President of T. Rowe Price Recovery Fund
Associates, Inc. ("Associates"). Prior to joining Associates in 1991, Mr.
Golden was a Vice President in the Corporate Finance Department at Chemical
Bank ("Chemical"). From 1986 to 1991, he served in various capacities at
Chemical, emphasizing valuation, leveraged buyouts, and mergers and
acquisitions. Prior to joining the Corporate Finance Department in 1986, he
was a Managing Consultant in Chemical's Foreign Exchange Advisory Service,
advising Fortune 100 companies on international financial risk management.
From 1979 to 1981, Mr. Golden worked in the Office of International Monetary
Affairs at the United States Treasury Department. Mr. Golden has a B.A. and
a B.Mus. from Oberlin College and an M.P.A. from the Woodrow Wilson School of
Public and International Affairs, Princeton University.
Robert C. Ruocco, 37, a Director of the Company since October 14,
1992, has been, since 1993, a general partner of Carl Marks Management Co., L.P.
("Carl Marks"), an investment advisory firm, which acts as general partner to
various investment partnerships, and an executive officer of an affiliate of
Carl Marks, which acts as investment manager to institutional fund accounts.
From July 1989 through 1992, Mr. Ruocco was employed by M.J. Whitman, L.P., a
registered broker dealer, prior to which he was a Vice President in the
Corporate Finance Division of Chemical Bank, specializing in restructurings and
reorganizations. Mr. Ruocco served in various capacities at Chemical beginning
in November 1984 and began his professional career in August 1980, when he
joined the management training program at Manufacturers Hanover Trust Company.
He graduated from Dartmouth College in 1980 with an A.B. Degree in economics.
Meetings of the Board of Directors
The Board of Directors met four times during the fiscal year ended April
30, 1996. Each director attended at least three of the meetings of the Board of
Directors of the Company and all of the Board Committees, of which, he was a
member.
Committees of the Board of Directors
The following are the current members and functions of the standing
committees of the Board of Directors.
Audit Committee. The members of the Audit Committee are Messrs.
Alperin, Peraldo and Rubin. The primary functions of the Audit Committee,
composed entirely of non-management directors, are to pass upon the scope of
the independent certified public accountants' examination,
4
to review with the independent certified public accountants and the Company's
principal financial and accounting officers the audited financial statements and
matters that arise in connection with the examination, and to review and approve
the independence of the independent certified public accountants. The Audit
Committee met once during the fiscal year ended April 30, 1996.
Compensation Committee. The members of the Compensation Committee are
Messrs. Golden, Rubin and Ruocco. The Committee represents the full Board of
Directors in matters relating to the compensation of Company officers and, from
time to time, recommends to the full Board of Directors appropriate methods and
rates of director compensation. It also administers the Company's 1992 Stock
Option Plan (the "1992 Stock Option Plan"). The Compensation Committee met four
times during the fiscal year ended April 30, 1996.
Director Nomination Procedure. The By-Laws provide that nominations for
election of directors by the stockholders will be made by the Board or any
stockholder entitled to vote in the election of directors generally. The By-Laws
require that stockholders intending to nominate candidates for election as
directors deliver written notice thereof to the Secretary of the Company no
later than 60 days in advance of the meeting of stockholders; provided, however,
that in the event that the date of the meeting is not publicly announced by the
Company by inclusion in a report filed with the Securities and Exchange
Commission or furnished to stockholders, or by mail, press release or otherwise
more than 75 days prior to the meeting, notice by the stockholder to be timely
must be delivered to the Secretary of the Company no later than the close of
business on the tenth day following the day on which such announcement of the
date of the meeting was so communicated. The By-Laws further require that the
notice by the stockholder set forth certain information concerning such
stockholder and the stockholder's nominees, including their names and addresses,
a representation that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, the class and number of shares of the Company's
stock owned or beneficially owned by such stockholder, a description of all
arrangements or understandings between the stockholder and each nominee, such
other information as would be required to be included in a proxy statement
soliciting proxies for the election of the nominees of such stockholder, and the
consent of each nominee to serve as a director of the Company, if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with these requirements. Similar procedures
prescribed by the By-Laws are applicable to stockholders desiring to bring any
other business before an Annual Meeting of Stockholders.
Compensation of Directors
Each director of the Company, who is not an executive officer or principal
stockholder or is not a representative of a principal stockholder of the Company
or any of its subsidiaries nor affiliated with a stockholder, is paid an annual
base retainer fee of $20,000. Each director, who represents a principal of the
Company or any of its subsidiaries or affiliated with such a stockholder, is
paid an annual base retainer fee of $10,000. Members of the Board of Directors,
who are also employees of the Company or any of its subsidiaries, receive no
additional compensation for service on the Board.
5
The 1992 Stock Option Plan provides that options to purchase Common
Stock may be issued to directors who are not employees of the Company. See
"Executive Compensation - The Company's 1992 Stock Option Plan."
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tables furnish information as of July 25, 1996 as to: (i)
shares of Company Common Stock beneficially owned by any person owning
beneficially more than five percent (5%) of the outstanding shares; and (ii)
shares of Company Common Stock beneficially owned by each director of the
Company and shares of Company Common Stock beneficially owned by all directors
and officers of the Company, as a group. (Except as indicated hereinafter, all
such shares are beneficially owned directly by the person indicated in the
table.)
Security Ownership of Certain Beneficial Owners
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ------------------------ --------
M.D. Sass Associates, Inc. 1,704,584 (2) 37.6% (2)
c/o Sass Lamle Rubin & Co.
1185 Ave. of the Americas
New York, NY 10036
T. Rowe Price Recovery 967,900 (3) 21.3% (3)
Fund, L.P.
100 E. Pratt Street
Baltimore, MD 21202
Carl Marks 835,660 (4) 18.4% (4)
Management Co., L.P.
135 E. 57th St.
New York, NY 10022
(1) Each beneficial owner has sole voting and investment power, with
respect to the shares listed, unless otherwise indicated.
(2) M.D. Sass Associates, Inc. exercises voting power and investment
power over these shares on behalf of certain client accounts and
accounts managed by its affiliates with which such powers are
shared. Additionally, M.D. Sass employees and affiliates have an
indirect beneficial interest in certain of the client entities
which own these shares. M.D. Sass disclaims beneficial ownership
of shares owned by its clients. James B. Rubin shares voting and
investment power in the above shares as an executive of M.D. Sass
and with respect to shares included in the above total held by
him as trustee for a defined contribution plan. Mr. Rubin
6
disclaims beneficial ownership of these shares.
(3) Represents shares owned of record and beneficially by T. Rowe
Price Recovery Fund, L.P. ("Recovery Fund") directly.
Associates, as the general partner of Recovery Fund, has the
power to vote and dispose of such shares, and Kim Golden, as
Executive Vice President of Associates, has the authority to act
on behalf of Associates as to the voting and disposition of such
shares. Accordingly, Associates and Mr. Golden share investment
power with Recovery Fund as to the shares and may be deemed to be
beneficial owners of the shares owned directly by Recovery Fund.
Each of Associates and Mr. Golden disclaims beneficial ownership
of the shares.
(4) Represents shares beneficially owned directly by two investment
partnerships, of which Carl Marks is sole General Partner. The three
general partners of Carl Marks, Messrs. Andrew M. Boas, Robert C.
Ruocco and Martin J. Whitman, share the power to direct the voting
and disposition of such shares. Accordingly, such shares may be
deemed to be beneficially owned by both Carl Marks and by Messrs.
Boas, Ruocco and Whitman. In addition, a fund and an account managed
by an affiliate of Carl Marks owns beneficially 80,613 shares of
Common Stock, which shares may also be deemed to be beneficially
owned by Messrs. Boas, Ruocco and Whitman.
Security Ownership of Management
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ------------------------ --------
Barry J. Alperin 4,000 (2) .1% (2)
Kim Z. Golden 967,900 (3) 19.2% (3)
Steven H. Halper 142,223 (4) 2.8% (4)
Peter McGeough 146,223 (5) 2.9% (5)
Leo Peraldo 4,000 (6) .1% (6)
Alan Rosenberg 188,520 (7) 3.7% (7)
James B. Rubin 1,704,584 (8) 33.7% (8)
Robert C. Ruocco 916,273 (9) 18.1% (9)
--------- ----
4,073,723 80.6%
Total Shares Owned by
Directors and Executive
Officers as a Group
(13 individuals): 4,107,823 (10) 81.3% (10)
(1) Each beneficial owner has sole voting and investment power with
respect to the shares listed, unless otherwise indicated.
(2) All of the 4,000 shares beneficially owned by Mr. Alperin are
shares to which Mr. Alperin has the right to acquire beneficial
ownership through the exercise of stock
7
options.
(3) These securities are owned by the T. Rowe Price Recovery Fund, L.
P.; voting and dispositive power is exercised through its sole
general partner, T. Rowe Price Recovery Fund Associates, Inc.,
which is a wholly owned subsidiary of T. Rowe Price Associates,
Inc. ("Price Associates"). Mr. Golden is Executive Vice President
of Recovery Fund Associates. Mr. Golden expressly disclaims
beneficial ownership of such securities.
(4) All of the 142,223 shares beneficially owned by Mr. Halper are
shares to which Mr. Halper has the right to acquire beneficial
ownership through the exercise of stock options.
(5) Of the 146,223 shares beneficially owned by Mr. McGeough, 142,223
shares are shares as to which Mr. McGeough has the right to acquire
beneficial ownership through the exercise of stock options, and
4,000 are owned by Mr. McGeough's spouse.
(6) All of the 4,000 shares beneficially owned by Mr. Peraldo are shares
to which Mr. Peraldo has the right to acquire beneficial ownership
through the exercise of stock options.
(7) All of the 188,520 shares beneficially owned by Mr. Rosenberg are
shares as to which Mr. Rosenberg has the right to acquire beneficial
ownership through the exercise of stock options.
(8) Shares voting power and investment power with affiliated persons
and entities under common control for the benefit of its clients
owning these shares. M.D. Sass disclaims beneficial ownership of
shares owned by its clients. M.D. Sass employees and affiliates
have an indirect beneficial interest in the certain client
entities which own the shares.
(9) Consists of shares beneficially owned by Carl Marks and an
affiliated advisory firm of which Mr. Ruocco is a general partner
and an executive officer, respectively. See Note 4 to table of
Security Ownership of Certain Beneficial Owners and Management.
(10) See the information in the footnotes set forth above.
8
EXECUTIVE OFFICERS
The following table sets forth information relating to each of the
executive officers and other significant employees of the Company:
Name Age Position(s) with the Company
- ---- --- ----------------------------
Alan Rosenberg 46 President, Chief Executive Officer and Director
Steven H. Halper 51 Executive Vice President - Chief Operating Officer
and Secretary
Peter McGeough 42 Executive Vice President - Chief Administrative and
Financial Officer
Donald S. Leibowitz 46 Vice President - Operations
Thomas A. Martinez 49 Vice President - Merchandising
Coleen A. Colreavy 31 Vice President - Corporate Controller and Chief
Accounting Officer
Lawrence Winslow 61 Treasurer
Robert N. Webber 41 Vice President - General Counsel and Assistant
Secretary
Alan Rosenberg has been the President and Chief Executive Officer of the
Company and a Director of the Company since October 14, 1992. From June 1992
until his current appointment with the Company, Mr. Rosenberg worked for Ametex
Fabrics, a division of Masco Industries. Prior to that, he had been employed by
the Company since 1971. He was a buyer from 1971 to 1980, Soft Lines Merchandise
Manager from 1980 to 1985, Vice President - Soft Lines from 1985 to 1990, and
Senior Vice President - General Merchandise Manager from 1990 to June 1992. Mr.
Rosenberg holds a B.S. degree from the State University of New York at Albany.
Steven H. Halper, Executive Vice President - Chief Operating Officer and
Secretary of the Company. He has been Executive Vice President - Chief Operating
Officer since October 14, 1992, and has been Secretary since September 1, 1993.
From March 1992 until October 1992, Mr. Halper was a consultant to the furniture
industry. Prior to that, he had been employed by the Company since 1968. He was
General Merchandise Manager of the Company from 1976 until 1984 and was elected
Senior Vice President - Operations and Secretary in June 1985. He holds a B.S.
degree from the Wharton School of Business, University of Pennsylvania.
Peter McGeough, Executive Vice President - Chief Administrative and
Financial Officer of the Company, has been employed in that capacity since
October 14, 1992. From June 1992 until October 1992, Mr. McGeough was Vice
President - Controller at Brooks Fashion Stores, a specialty retailer. Mr.
McGeough was Vice President - Finance of the Company from April 1990 to June
1992. Prior to that, he was Vice President - Controller at Brooks Fashion Stores
and Vice President - Finance at Fortunoff's, a home furnishings retailer. He has
a B.A. (honors) and M.A. (honors) from University College, Dublin, Ireland.
9
Donald S. Leibowitz has been Vice President - Operations since November
2, 1992. From June 1992 until his appointment on November 2, 1992, he was
Vice President of Operations for Pergament Home Centers. Prior to that, Mr.
Leibowitz had been employed by the Company since September 1988. Mr.
Leibowitz was Vice President of Operations at Folz Vending and spent fourteen
years with Abraham & Strauss, a division of Federated Department Stores. Mr.
Leibowitz holds a B.S. degree from Long Island University.
Thomas A. Martinez, Vice President - Merchandising, has been employed by
the Company since April 13, 1991. From February 1989 to April 1991, he worked in
the furniture industry as an import specialist; from March 1987 to February
1989, he was Vice President of Purchasing for Norman Harvey Associates. Mr.
Martinez was a buyer for the Company from March 1981 to March 1987. Prior to
that, he was a buyer for Sachs New York, a furniture retailer, and spent seven
years as an over-the-counter trader and an arbitrage trader for First Manhattan
Securities. He attended Mercy College in Dobbs Ferry, where he majored in
Marketing.
Coleen A. Colreavy, Vice President - Corporate Controller and Chief
Accounting Officer, has been employed by the Company since March 1989. She
became Corporate Controller in January 1993. Ms. Colreavy previously held
the positions of Assistant Controller, Budget Manager and Financial Reporting
Manager. Prior to joining the Company, she was employed by the accounting
firm of Touche Ross. Ms. Colreavy is a certified public accountant and holds
a B.S. (honors) from St. John's University.
Lawrence A. Winslow, Treasurer, has been employed by the Company since
January 1991. He became Treasurer in January 1993. Mr. Winslow was Manager
of Financial Methods at Brooks Fashions Store, Inc. from January 1987 to
January 1991. Prior to that he was Chief Financial Officer at Van Cleef,
Jordan & Wood, Inc. Mr. Winslow graduated from Pace University where he
majored in Accounting Practice.
Robert N. Webber, Vice President - General Counsel and Assistant
Secretary, has been employed in that capacity since March 1, 1995. From
September 1993 until February 1995, Mr. Webber was on retainer with the
Company while attending an L.L.M. program at Pace University Law School.
Prior to that, he had been employed by the Company since 1983. He was the
Assistant General Counsel of the Company from 1983 until March 1989, when he
was elected Vice President - General Counsel. He holds J.D. and L.L.M.
degrees from Pace University Law School and a B.A. from New York University.
EXECUTIVE COMPENSATION
The following table summarizes the compensation awarded to, earned by or
paid to the Chief Executive Officer and the four other most highly compensated
executive officers during the fiscal year ended April 30, 1996 for services
rendered in all capacities to the Company.
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SEAMAN FURNITURE COMPANY, INC.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
================================================================================
Other Shares
Name Annual Underlying
Year Salary Bonus Options
($) ($) (1) Comp.
($) (2) (Number of
Shares)
- --------------------------------------------------------------------------------
Alan Rosenberg 1996 300,216 0 21,124 60,000
President & CEO 1995 283,669 325,000 17,065 20,000
1994 254,699 100,000 6,200 10,000
- --------------------------------------------------------------------------------
Steven Halper 1996 235,216 0 8,449 52,500
COO & Executive Vice 1995 216,574 275,000 7,866 17,500
President 1994 178,463 100,000 5,429 10,000
- --------------------------------------------------------------------------------
Peter McGeough 1996 235,216 0 8,180 52,500
CFO & Executive Vice 1995 216,574 275,000 10,267 17,500
President 1994 178,203 100,000 5,202 10,000
- --------------------------------------------------------------------------------
Thomas Martinez 1996 133,971 0 3,316 6,000
Vice President - 1995 127,755 35,000 4,892 9,000
Merchandising 1994 119,524 15,000 1,535 8,200
- --------------------------------------------------------------------------------
Donald Leibowitz 1996 123,890 0 3,138 6,000
Vice President - 1995 117,107 33,000 4,981 8,000
Operations 1994 109,337 14,000 1,170 6,400
================================================================================
(1) Bonuses earned for each of fiscal 1995 and 1994 were paid in fiscal
1996 and 1995, respectively. Stock options earned for each of fiscal
1996, 1995 and 1994 were granted in fiscal 1997, 1996 and 1995,
respectively.
(2) For Messrs. Rosenberg, Halper, McGeough, Martinez, and Leibowitz
Other Annual Compensation includes monies paid to each for
automobile expenses, life insurance, and medical insurance.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information for the fiscal year ended April
30, 1996, respecting the grant of stock options to each of the executives named
in the Summary Compensation Table. The stock options were granted in accordance
with the provisions of the Company's 1992 Stock Option Plan.
11
=====================================================================================
Number Percentage Potential Realizable
of of Value at Assumed Annual
Name Shares Total Rates of Stock Price
Underlying Options Exercise Expiration Appreciation for Option
Options Granted of Base Date Term (2) 0% (3)
Granted to Price 5% (4) 10% (5)
(#)(1) Employees ($/share)
in
Fiscal
Year
- --------------------------------------------------------------------------------------
Alan 20,000 9.76% $21.00 5/01/06 $0 $182,600 $539,600
Rosenberg
20,000 9.76% $24.50 5/01/06 $0 $112,600 $469,600
20,000 9.76% $28.00 5/01/06 $0 $42,600 $399,600
- --------------------------------------------------------------------------------------
Steven 17,500 8.54% $21.00 5/01/06 $0 $159,775 $472,150
Halper
17,500 8.54% $24.50 5/01/06 $0 $98,525 $410,900
17,500 8.54% $28.00 5/01/06 $0 $37,275 $349,650
- --------------------------------------------------------------------------------------
Peter 17,500 8.54% $21.00 5/01/06 $0 $159,775 $472,150
McGeough
17,500 8.54% $24.50 5/01/06 $0 $98,525 $410,900
17,500 8.54% $28.00 5/01/06 $0 $37,275 $349,650
- --------------------------------------------------------------------------------------
Thomas 6,000 2.93% $18.50 5/01/06 $0 $69,780 $176,880
Martinez
- --------------------------------------------------------------------------------------
Donald 6,000 2.93% $18.50 5/01/06 $0 $69,780 $176,880
Leibowitz
======================================================================================
(1) These options become exercisable in equal amounts on each of May 1,
1997, May 1, 1998 and May 1, 1999.
(2) The dollar amounts under these columns are the result of
calculations projected as of the year 2006, assuming 0%, and the 5%
and 10% rates set by the Securities and Exchange Commission, of
compounded annual appreciation, and are not intended to forecast
possible future appreciation, if any, of the Company's stock price.
(3) No gain to the optionee is possible without an increase in stock
price, which would benefit all stockholders commensurately. A 0%
appreciation in stock price would result in zero dollars for the
optionee.
(4) A 5% per year appreciation in stock price from $18.50 per share
yields $30.13 per share in the year 2006.
(5) A 10% per year appreciation in stock price from $18.50 per share
yields $47.98 per share in the year 2006.
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information regarding the total
number of stock options held by each of the named executive officers, and the
aggregate value of such stock options, on April 30, 1996. No options were
exercised by any of the named executives during the fiscal year ended April 30,
1996.
12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Value of Unexercised
Number of Shares in-the-Money
Underlying Unexercised Options
Options at Fiscal Year End (1) at Fiscal Year End (2)
=======================================================================================
Name Shares Value Exercisable Unexercisable Exercisable Unexercisable
acquired Realized (#) (#) ($) ($)
on ($)
exercise
(#)
- ----------------------------------------------------------------------------------------
Alan -- -- 188,520 123,703 2,518,163 539,625
Rosenberg
- ----------------------------------------------------------------------------------------
Steven -- -- 142,223 104,443 1,938,592 414,708
Halper
- ----------------------------------------------------------------------------------------
Peter -- -- 142,223 104,443 1,938,592 414,708
McGeough
- ----------------------------------------------------------------------------------------
Thomas -- -- 9,033 20,467 76,248 32,802
Martinez
- ----------------------------------------------------------------------------------------
Donald -- -- 6,833 18,267 57,448 25,602
Leibowitz
===========================================================================================
(1) The number of unexercised options reflect those stock options
awarded in respect of fiscal 1996 which were granted after the
fiscal year-end.
(2) The closing price of the Company's Common Stock on the Nasdaq
National Market on April 30, 1996 was $18.50 and is used in
calculating the value of unexercised options.
Ten-Year Option/Repricings
- -----------------------------------------------------------------------------------
Exercise
Number of Market Price Price At Length of
Options of Stock at Time of Original
Repriced Time of Repricing New Option
or Repricing or Exercise Term
Name Date Amended or Amendment Amendment Price Remaining
(#) ($) ($) ($) at Date
Repricing or
Amendment
================================================================================
Alan Rosenberg 7/25/96 20,000 17 3/8 $24.00 $21.00 9
20,000 17 3/8 $29.00 $24.50 9
20,000 17 3/8 $35.00 $28.00 9
- --------------------------------------------------------------------------------
Steven Halper 7/25/96 17,500 17 3/8 $24.00 $21.00 9
17,500 17 3/8 $29.00 $24.50 9
17,500 17 3/8 $35.00 $28.00 9
- --------------------------------------------------------------------------------
Peter McGeough 7/25/96 17,500 17 3/8 $24.00 $21.00 9
17,500 17 3/8 $29.00 $24.50 9
17,500 17 3/8 $35.00 $28.00 9
================================================================================
13
Employment Agreements
The Company renewed the Employment Agreements (collectively, the
"Employment Agreements") with each of Messrs. Rosenberg, Halper and McGeough
(each individually an "Executive" and, collectively, the "Executives"), each
having a three (3) year term which commenced as of May 1, 1995 (the
"Commencement Date") and ends as of April 30, 1998, with automatic renewals for
consecutive terms of one year each, unless terminated by either party at least
90 days prior to the end of the existing term. Mr. Rosenberg's annual salary
during the first year of the Employment Agreement was $300,000; Mr. Halper's
annual salary during the first year was $235,000; and Mr. McGeough's annual
salary during the first year was $235,000. The Employment Agreements provide
that, on each anniversary of the Commencement Date, each Executive's annual
salary shall be increased by an amount determined by multiplying the Executive's
annual salary for the preceding year by the percentage increase of the consumer
price index for that year. The Executives shall be eligible for a minimum bonus
(the "Minimum Bonus") for each completed fiscal year of his employment. This
Minimum Bonus is calculated pursuant to a matrix established by the Board. The
matrix sets forth various potential bonus amounts based on the Company's
financial results. The Board establishes a new matrix prior to each April 30 for
the next succeeding fiscal year. Additionally, prior to the first anniversary of
the Commencement Date, and prior to each such anniversary thereafter, the Board
of Directors is obligated to review the salary and benefits of each Executive
payable under the Employment Agreements and, in its discretion, after
consideration of an Executive's performance, the profitability and financial
position of the Company, and any other factors they deem appropriate, the Board
of Directors may, by a majority vote, agree in its absolute sole discretion to
increase the salary of an Executive by more than the consumer price index
increase and/or to pay a bonus greater than the Minimum Bonus. Mr. Rosenberg's
current annual salary is $309,583; Mr. Halper's current annual salary is
$242,646; and Mr. McGeough's current annual salary is $242,646.
The Company, at its expense, provides each of the Executives, so long as
they remain employed by the Company, with an automobile. It also provides the
Executives with coverage under all employee benefit plans (excluding any bonus,
profit sharing or similar programs) in accordance with the terms thereof, which
the Company makes available to its senior executives, and provides the
Executives with supplemental medical insurance to cover the cost of any
co-payment obligations. For as long as an Executive is insurable, the Company
will provide and pay for term life insurance, payable to the Executive's
designated beneficiary, which is in addition to any other life insurance
available to employees of the Company. In the case of Mr. Rosenberg, the life
insurance is in the amount of $1,000,000. For each of Messrs. Halper and
McGeough, it is in the amount of $750,000.
The Employment Agreements provide that the Company grant options to
purchase up to 60,000 shares of Common Stock of the Company to Mr. Rosenberg and
options to purchase up to 52,500 shares of Common Stock of the Company to each
of Messrs. Halper and McGeough. Originally, these options were to vest in equal
amounts on each of May 1, 1996, May 1, 1997 and May 1, 1998 at exercise prices
of $24.00, $29.00 and $35.00 per share respectively. Upon the recommendation of
the Compensation Committee, the Board of Directors has approved the
14
cancellation of these options. The Board of Directors has approved the issuance
of an identical number of new options to the Executives at strike prices of
$21.00, $24.50 and $28.00 per share, vesting in equal amounts over three (3)
years commencing May 1, 1997, a year later than the original grants were to
begin vesting.
The Company may terminate an Executive's employment at any time for any
reason. If an Executive's employment is terminated other than (i) for Cause (as
defined in the Employment Agreements; however, see "Change in Control" also in
the Employment Agreements), (ii) as a result of the Executive's death or (iii)
as a result of the Executive's permanent disability, or if the Executive
terminates his employment for Good Reason (as hereinafter defined), prior to the
termination date of the Employment Agreements, he shall be entitled to continue
to receive his then current salary for a period of two years following
termination, in addition to continued coverage under the various benefit
programs.
Good Reason is defined in the Employment Agreements as any one of the
following events occurring and the Company failing to cure within ten days: (i)
any material breach by the Company of any provision of the Agreements; (ii) any
material diminution by the Company of the Employee's duties or responsibilities;
or (iii) any Change in Control.
The Company's 1992 Stock Option Plan
The purpose of the 1992 Stock Option Plan is to attract and retain
officers and key employees for the Company by providing to such persons
incentives and rewards for superior performance. The total number of shares of
the Company's Common Stock that may be issued under options granted pursuant to
the Stock Option Plan is 1,500,000.
Options granted under the Stock Option Plan are nonqualified stock
options. No option shall be exercisable more than 10 years from the date of
grant, nor are they transferable. The option price may be equal to, greater than
or less than the fair market value of the Common Stock, as determined by the
Compensation Committee, which administers the 1992 Stock Option Plan. The Board
may adjust the option price and the number or kind of shares covered by
outstanding options if it determines it is necessary to prevent dilution or
enlargement of the rights of optionees that could otherwise result from any (a)
stock dividend, stock split, combination of shares or other change in the
capital structure of the Company or (b) merger, consolidation, spin-off,
reorganization, or other corporate transaction or event having an effect similar
to any of the foregoing.
At the discretion of the Compensation Committee, any stock option
agreement may provide that if an optionee desires to sell any shares of Common
Stock owned pursuant to an exercise of any option, he or she must give written
notice to the Company, which shall constitute an offer to sell to the Company,
the shares set forth in the notice on the same terms as the proposed sale. Also,
the Compensation Committee may require any stock option agreement to provide
that, upon an optionee's ceasing to be an employee of the Company for any
reason, including death or retirement, it shall have the right to repurchase
from the optionee any Common Stock of the Company then owned and to surrender
for cancellation any unexercised options
15
upon payment of the purchase price. The 1992 Stock Option Plan also provides
that, in the event of termination of employment by reason of death, disability,
retirement, or any leave of absence approved by the Company, the Compensation
Committee may waive or modify any limitation or requirement with respect to any
award under the 1992 Stock Option Plan.
With respect to the Common Stock repurchased by the Company, the purchase
price shall be determined by (a) multiplying the number of shares of Common
Stock being repurchased by the Company by (b) the Current Market Price (as
defined below) per share of Common Stock as of the date of the notice. With
respect to the surrender of options, the purchase price shall be determined by
(a) multiplying the number of shares of Common Stock subject to such options or
portion thereof being surrendered to the Company by (b) the difference between
the Current Market Price per share of Common Stock as of the date of the notice
and the option exercise price per share of Common Stock as of the date of the
notice. "Current Market Price" shall mean, in respect of any share of Common
Stock on any particular date, the average of the daily market prices for the
previous 10 consecutive business days for a listing on the National Market
System or the previous 30 days for a listing on the Nasdaq National Market. In
the event there is no market for the shares or the Compensation Committee, in
its sole discretion, determines that, on account of the lack of trading volume,
the Current Market Price cannot be determined from the daily market prices, the
Current Market Price shall mean the amount determined by an investment banker
selected by the optionee from a list of at least three disinterested qualified
investment bankers provided by the Compensation Committee.
The Board may amend the 1992 Stock Option Plan from time to time except
that any increase in the number of shares of Common Stock issued under the 1992
Stock Option Plan (except for the adjustments allowed regarding dilution or
enlargement of an optionee's rights) or a change in who is eligible to receive
options or otherwise cause Rule 16b-3 of the Securities Exchange Act of 1934 to
cease to be applicable to the 1992 Stock Option Plan requires stockholder
approval.
Report of the Compensation Committee
Seaman's executive compensation program is designed to attract, reward and
retain executive talent that will produce superior financial and operating
results over the long term. The Compensation Committee believes that, in order
to attract and retain highly qualified executives, it must offer these
individuals a compensation package that is competitive. At the same time, the
Committee believes that a substantial proportion of executive compensation
should be tied to financial and operating performance of the Company and in the
long term, to increases in the value of the Company's stock. The principal
components of the compensation of the Company's senior management consists of
base salary, the opportunity for cash bonuses and the opportunity for stock
options under the 1992 Stock Option Plan.
Alan Rosenberg, President and Chief Executive Officer of the Company is
compensated pursuant to the Employment Agreement negotiated on behalf of the
Company by representatives of the Company's holders of the majority of the
voting stock who currently comprise the Compensation Committee. His base salary
is increased annually by the percentage increase of the
16
consumer price index ("CPI") for the preceding year. Mr. Rosenberg is also
eligible for the Minimum Bonus. The Board may also annually review his salary
and, in its sole discretion, increase his salary by an amount greater than the
CPI increase and/or pay an additional bonus. Despite the fact that there were
several notable achievements in fiscal 1996, such as the opening of nine new
stores (including the expansion into the Cleveland Market) and the
implementation of a radio frequency inventory system in the Company's Islip
warehouse, no cash bonus was paid to Mr. Rosenberg because certain earnings
targets were not met.
Mr. Steven H. Halper, Executive Vice President - Chief Operating Officer
and Secretary and Mr. Peter McGeough, Executive Vice President Chief
Administrative and Financial Officer are compensated pursuant to the Employment
Agreements negotiated on behalf of the Company by representatives of the
Company's holders of the majority of the voting stock who currently comprise the
Compensation Committee. Each of their base salary is increased annually by the
percentage increase of the CPI for the preceding year. They are also eligible
for the Minimum Bonus. The Board may also annually review their salaries and, in
its sole discretion, increase their salaries by an amount greater than the CPI
increase and/or pay an additional bonus. Despite the fact that there were
several notable achievements in fiscal 1996, such as the opening of nine new
stores (including the expansion into the Cleveland Market) and the
implementation of a radio frequency inventory system in the Company's Islip
warehouse, no cash bonus was paid to either Messrs. Halper or McGeough because
certain earnings targets were not met.
The Committee believes that stock options are a key mechanism to link
management's interests with those of the stockholders. Accordingly, stock
options are a major component of the management's compensation. The Executives
were granted options pursuant to the employment agreements entered into in
October 1992, half of which vested immediately and of the remainder two-thirds
have vested. The balance will be subject to accelerated vesting if certain
Company performance targets are met. The options granted under the current
Employment Agreements to the Executives were cancelled by the Board of Directors
and replaced with options which start vesting a year later, over a three year
period at lower strike prices, which are still above the current market price.
See "Employment Agreements". The Company's long-term performance ultimately
determines compensation from stock options, since gains from stock option
exercise are entirely dependent on the long-term growth of the Company's stock
price.
The Committee believes that the quality and motivation of all of Seaman's
employees makes a significant difference in the long-term performance of the
Company. The Committee also believes that compensation programs which reward
performance that meets or exceeds high standards also benefit the stockholders
and that the Committee has appropriate flexibility in administering these
programs. This report is submitted by the members of the Compensation Committee:
Kim Z. Golden
James B. Rubin
Robert C. Ruocco
17
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
There were no Compensation Committee interlocks or insider participation
in compensation during the last fiscal year.
Certain Relationships and Related Transactions
None
Performance Graph
The following graph compares the cumulative total stockholder return on
the Common Stock with the Standard Industry Code Index (5712) for Furniture
Stores for the period April 30, 1993 through April 30, 1996, assuming an initial
investment of $100 and the reinvestment of all dividends. (The Company did not
declare dividends on its Common Stock during this period.) With respect to the
Common Stock, such initial investment was assumed to have been made at the price
of $10.50 per share. The price of $10.50 per share was determined by using the
bid price of the Company Stock at April 30, 1993. This over-the-counter bid
reflects the interdealer prices, without retail markup, markdown or commission
and may not necessarily represent actual transactions. Trading in shares of the
Common Stock on the Nasdaq National Market commenced on June 8, 1993. The Common
Stock closed at $18.50 on April 30, 1996.
COMPARISION OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY AND BROAD MARKET
[GRAPHIC APPEARS HERE]
1993 1994 1995 1996
---- ---- ---- ----
SEAMAN FURNITURE CO INC 100.00 126.19 195.24 176.19
INDUSTRY INDEX 100.00 112.12 76.91 78.36
BROAD MARKET 100.00 105.33 123.72 161.11
18
The Standard Industry Code Index (5712) - Furniture Stores reflected in
the foregoing graph includes the Common Stock of: Atlantic American Corp.,
Bombay, Inc.; Haverty Furniture COS ; Heilig Meyers Co.; Huffman Koos, Inc.; JG
Industries, Inc.; Lechters, Inc.; Levitz Furniture, Inc.; J. Michael, Inc.;
Pillowtex CP.; Rhodes, Inc.; Roberds Inc.; Seaman Furniture Co., Inc.; and
Welcome Home Inc.
RATIFICATION OF SELECTION OF AUDITORS
(Item 2 on the Proxy)
The Board of Directors has selected Deloitte & Touche LLP ("Deloitte") as
the independent public accountants of the Company for fiscal year 1997. Deloitte
has served as the independent public accountants of the Company since 1988.
Arrangements have been made for a representative of Deloitte to attend the
Annual Meeting. The representative will have an opportunity to make a statement
if he or she desires to do so, and will be available to respond to appropriate
stockholder questions.
The Board of Directors recommends that stockholders vote FOR ratification
of the selection of Deloitte & Touche LLP as the Company's independent public
accountants for fiscal year 1997. Proxies solicited by the Board will be so
voted unless stockholders specify in their proxies a contrary choice.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations of all directors
and executive officers that no other reports were required with respect to their
beneficial ownership of Common Stock during the fiscal year ended April 30,
1996, the Company's directors and executive officers and all beneficial owners
of more than 10% of the Common Stock outstanding complied with all applicable
filing requirements under Section 16(a) of the Securities and Exchange Act of
1934 with respect to their beneficial ownership of Common Stock during the
fiscal year ended April 30, 1996, except with respect to the following filings.
Messrs. Rosenberg, Halper and McGeough filed amendments to their reports on Form
3 originally filed on April 13, 1993, to reflect the full grant of stock options
pursuant to their Employment Agreements, only the exercisable shares were
previously reported. See "Employment Agreements."
ANNUAL REPORT
This proxy statement is accompanied or has been preceded by the Annual
Report of the Company for its fiscal year ended April 30, 1996. Stockholders are
referred to such report for financial information about the activities of the
Company, but such report is not incorporated into this Proxy Statement and is
not deemed to be part of the proxy soliciting material.
19
PROXY CARD
SEAMAN FURNITURE COMPANY, INC.
300 Crossways Park Drive, Woodbury, New York 11797
ANNUAL MEETING OF STOCKHOLDERS - SEPTEMBER 25, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan Rosenberg and Steven H. Halper,
and each of them, proxies of the undersigned with full power of substitution, to
vote all the shares of Common Stock, $.01 par value, of Seaman Furniture
Company, Inc. (the "Company") held of record by the undersigned on August 8,
1996, at the Annual Meeting of Stockholders to be held on September 25, 1996 and
at any adjournment thereof.
(Continued on reverse side)
- --------------------------------------------------------------------------------
[ARROW POINTING UP] FOLD AND DETACH HERE [ARROW POINTING UP]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
Pleae mark [X]
your votes as
indicated in
this example
1. Election of Directors
FOR nominees WITHHOLD NOMINEES: Barry J. Alperin, Leo
listed to the right AUTHORITY Peraldo and Alan Rosenberg
(except as marked to vote for all
to the contrary) nominees listed INSTRUCTION: To withhold authority
to the right to vote for an individual nominee,
[_] [_] write such nominee's name in the
space below.
----------------------------------
2. Ratification of selection of Deloitte & Touche LLP as Independent Public
Accountants of the Company for fiscal 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED BY THE STOCKHOLDER, THIS
PROXY WILL BE VOTED "FOR" THE LISTED PROPOSALS. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all
that said attorneys, agents, proxies, their substitutes or any of them may
lawfully do by virtue hereof.
- --------------------------------------------------------------------------------
Signature of Stockholder
- --------------------------------------------------------------------------------
Signature of Stockholder
Dated: , 1996
-----------------------------------------
Please date this Proxy and sign your name exactly as it appears hereon. When
there is more than one owner each should sign. When signing as an attorney,
administrator, executor, guardian, trustee, please add your title as such. If
executed by a corporation, this proxy should be signed by a duly authorized
officer. If a partnership, please sign in partnership name by authorized
persons. Please date, sign and return this Proxy Card in the enclosed envelope.
No postage required if mailed in the United States.