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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
STUART ENTERTAINMENT, INC.
(Name of Registrant as Specified in Its Charter)
__________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(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:
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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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[X] 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:
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STUART ENTERTAINMENT, INC.
Dear Stockholder:
On June 12, 1996, Stuart Entertainment, Inc. (the "Company") first
mailed to its stockholders a Proxy Statement for the 1996 Annual Meeting of
Stockholders to be held at 10:00 a.m. local time on July 17, 1996 at the
offices of Deloitte & Touche LLP, 1633 Broadway, a form of proxy (the "Proxy")
and the Notice of Annual Meeting. Also mailed to each stockholder was a copy
of the Company's 1995 Annual Report, which was to include copy of the Company's
Form 10-K for the year ended December 31, 1996 as filed with the Securities and
Exchange Commission (the "Form 10-K"). The Form 10-K was inadvertently omitted
from the mailing of the Annual Report.
Enclosed is a copy of the omitted Form 10-K and an additional proxy.
If you have already voted your Proxy and wish to change your vote, your prior
Proxy may be revoked at any time prior to the exercise thereof by submitting
another Proxy bearing a later date or by giving written notice of revocation to
the Company at the address indicated on the Proxy or by voting in person at the
Meeting. Any notice of revocation sent to the Company must include the
stockholder's name and must be received prior to the Meeting to be effective.
You are urged to vote your proxy even if you currently plan to attend
the Annual Meeting. Please remember to sign and date the proxy card;
otherwise, it is invalid. Returning your proxy will not prevent you from
voting in person but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ MICHAEL A. SCHALK
Michael A. Schalk, Secretary
June 27, 1996
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PROXY
STUART ENTERTAINMENT, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STUART ENTERTAINMENT, INC.
The undersigned hereby appoints Paul C. Tunink and Michael A. Schalk,
and each of them, as proxies for the undersigned, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated below, all shares of the $.01 par value common stock of Stuart
Entertainment, Inc. (the Company") which the undersigned is entitled to vote at
the Annual Meeting of the Stockholders of the Company to be held on July 17,
1996 (the "Meeting"), or at any and all postponements, continuations or
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EIGHT DIRECTORS TO THE BOARD OF DIRECTORS AND
FOR EACH OF THE OTHER PROPOSALS.
[X] Please mark vote as in this example.
The Board of Directors recommends a vote FOR each item.
1. Election of Director:
NOMINEES: Perry J. Lewis, Sangwoo Ahn,
Ira Starr, Leonard A. Stuart,
Albert F. Barber, Timothy Stuart,
Richard D. Spizzeri, Stanley M. Tauble
FOR WITHHELD
[ ] [ ]
[ ]________________________________________________
For all nominees except as noted above.
[ ] Mark here for address change and note below.
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2. To approve an amendment to the Company's Certificate of Incorporation
to comply with the requirements of the Colorado Limited Gaming Act.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of common stock from
20,000,000 to 30,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To approve an amendment to the Company's 1994 Performance Stock Option
Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. To ratify the selection of Deloitte & Touche LLP as independent
auditors for the fiscal year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. To transact such other business as may properly come before the
Meeting and at any and all adjournments, postponements or
continuations thereof.
IMPORTANT: before returning the Proxy, please sign your name or names
on the line(s) below exactly as shown hereon. Executors,
administrators, trustees, guardians or corporate officers should
indicate their full titles when signing. When shares are registered
in the name of joint tenants or trustees, each joint tenant or trustee
should sign.
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Dated , 1996
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Authorized Signature
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Title
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Authorized Signature
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Title