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 Rule 14a-11(c) or Rule 14a-12
OLYMPIC CASCADE FINANCIAL CORPORATION
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(Name of Registrant as Specified in Charter)
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Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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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OLYMPIC CASCADE FINANCIAL CORPORATION
Notice of Annual Meeting of Shareholders
To Be Held Thursday, March 25, 1999 at 3:00 p.m.
To the Shareholders:
The Annual Meeting of Shareholders of Olympic Cascade Financial
Corporation (the "Company") will be held on March 25, 1999 at 3:00 p.m. at the
Company's headquarters at 875 North Michigan Avenue, Suite 1560, Chicago,
Illinois 60611 for the following purposes:
1. To elect directors for the ensuing year;
2. To ratify the appointment of Feldman Sherb Ehrlich & Co., P.C. as
independent public accountants of the Company for the fiscal year ending
September 24, 1999; and
3. To transact such other business as may properly come before the
meeting.
Owners of record at the close of business on February 18, 1999 will be
entitled to vote at the meeting or at any adjournments or postponements thereof.
A complete list of the stockholders entitled to vote at the Annual Meeting will
be made available for inspection by any stockholder of record at the offices of
the Company during market hours from February 19, 1999, through the time of the
Annual Meeting.
By Order of the Board of Directors
/s/Robert H. Daskal
---------------------------
Robert H. Daskal, Secretary
875 North Michigan Avenue
Suite 1560
Chicago, Illinois 60611
February 18, 1999
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY
ATTENDING AND VOTING AT THE MEETING.
2
OLYMPIC CASCADE FINANCIAL CORPORATION
875 North Michigan Avenue
Suite 1560
Chicago, Illinois 60611
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 25, 1999
This Proxy Statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Olympic Cascade
Financial Corporation, a Delaware corporation (the "Company"), for use at the
1999 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be
held at 3:00 p.m. on March 25, 1999 at the Company's headquarters at 875 North
Michigan Avenue, Suite 1560, Chicago, Illinois 60611 and at any adjournment or
postponement thereof for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Certain of the officers and regular employees of
the Company may solicit proxies by correspondence, telephone or in person,
without extra compensation. The Company may pay to banks, brokers, nominees and
other fiduciaries their reasonable charges and expenses incurred in forwarding
proxy material to their principals. It is anticipated that this Proxy Statement
will first be mailed to the Company's shareholders on or before February 24,
1999.
The presence, in person or by proxy, of the holders of a majority of
the shares of Common Stock entitled to vote at the Annual Meeting is necessary
to constitute a quorum for the conduct of business at the Annual Meeting. Shares
of Common Stock that are voted to abstain from any business coming before the
Annual Meeting and broker/nominee non-votes will be counted as being in
attendance at the Annual Meeting for purposes of determining whether a quorum is
present.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on February 18,
1999 will be entitled to receive notice of, and to vote at, the Annual Meeting.
As of that date, there were outstanding and entitled to vote 1,510,436 shares of
Common Stock, $.02 par value (the "Common Stock"). Each share of Common Stock
entitles the holder thereof to one vote upon any proposal submitted for a vote
at the Annual Meeting.
3
PROPOSAL I:
ELECTION OF DIRECTORS
At the 1999 Annual Meeting, shareholders will elect four Directors who
will hold office until the 2000 Annual Meeting or until their respective
successors are duly elected and qualified. The Board has nominated Steven A.
Rothstein, Gary A. Rosenberg, James C. Holcomb, Jr. and D. S. Patel for election
as Directors at the 1999 Annual Meeting. All four of the nominees are currently
directors of the Company. One of the Company's directors, Robert I. Kollack, has
decided for personal reasons to not seek election to the board beyond his
current term, which will expire concurrently with the 1999 Annual Meeting. The
Board shall not appoint additional directors prior to the Annual Meeting, but
may do so later in the current term of office.
If any nominee at the time of the election is unable or unwilling to
serve or is otherwise unavailable for election, and the Board of Directors
designates another nominee, the persons named as proxies will vote the proxy for
such substitute, if any. The Board of Directors has no reason to believe that
any of the proposed nominees will be unable or unwilling to serve. The proposed
nominees are not being nominated pursuant to any arrangement or understanding
with any person.
Each shareholder will be entitled to one vote for each share of Common
Stock held at the Annual Meeting. Shares represented by your proxy will be voted
in accordance with your direction as to the election as directors of the persons
listed below as nominees. In the absence of direction, the shares represented by
your proxy will be voted FOR such election. Election requires the affirmative
vote by the holders of a majority of the Common Stock voting at the Annual
Meeting. The Company anticipates that the holders of a majority of the
outstanding common stock will be present in person or by proxy at the Annual
Meeting.
The following sets forth the names and ages of all directors and
executive officers of the Company, all positions and offices to be held with the
Company by such persons, and the principal occupations of each during the past
five years.
NOMINEES FOR DIRECTOR
Steven A. Rothstein 48 Chairman, President and Chief Executive Officer
Mr. Rothstein has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since its inception in February 1997. He became
a member of the Board of National Securities Corporation ("National"), a
wholly-owned subsidiary of the Company, in May 1995 and was appointed its
Chairman on August 1, 1995. From 1979 through 1989, Mr. Rothstein was a
registered representative, and Limited Partner at Bear Stearns & Co., Inc. in
Chicago, Illinois and Los Angeles, California. From 1989 to 1992, Mr. Rothstein
was a Senior Vice President in the Chicago office of Oppenheimer and Company,
Inc. In December 1992 he joined Rodman and Renshaw, Inc., a Chicago-based
broker-dealer serving as Managing Director, and joined H.J. Meyers, Inc. in
Beverly Hills, California, a New York Stock Exchange member firm in March 1994.
He resigned from H.J. Meyers and Company in March 1995 to associate with
National. Mr. Rothstein is a 1972 graduate of Brown University, Providence,
Rhode Island. Presently, Mr. Rothstein is a board member of Gateway Data
Sciences, Inc., Shampan, Lamport Holdings Limited, SigmaTron International, Inc.
and Vita Food Products, Inc.
4
Gary A. Rosenberg 58 Director
Mr. Rosenberg has served as a Director of the Company since its inception in
February, 1997, and served as its President from August, 1997 until April, 1998.
He was appointed to the Board of National in December, 1996. Mr. Rosenberg was
Chairman and CEO of UDC Homes, Inc. (and its predecessors) from 1968 to 1994,
and the Chairman (non-management) from 1994 to 1996. UDC Homes, Inc. filed a
petition for relief under Chapter 11 of the Bankruptcy Code in May, 1995.
Presently, Mr. Rosenberg is Chairman, Chief Executive Officer and Director of
Canterbury Development Corporation, a family held company with financial,
technology, entertainment and real estate interests. He is also a Director and
Chairman of Dimyon Multimedia, Ltd., an Israeli multimedia and software company;
Chairman and Director of the Rosenberg Foundation; Founder and Chairman of the
Real Estate Research Center; member of the Board at the J. L. Kellogg Graduate
School of Management at Northwestern University; and a Trustee of St. Norbert
College. Mr. Rosenberg received his B.S. and M.B.A. from Northwestern University
and his J.D. from the University of Wisconsin.
James C. Holcomb, Jr. 48 Director
Since 1982, Mr. Holcomb has been employed by Holcomb Investment Company, a Texas
General Partnership. Holcomb Investment Company is a family owned investment
vehicle, privately investing in predominantly oil and gas exploration and
development. Mr. Holcomb also is a private investor in wholesale distribution
and manufacturing companies, and is often actively involved in the management of
the companies in which investments are made. Mr. Holcomb received his A.B. in
1972 from Brown University, and his J.D. in 1975 from the University of Texas
School of Law.
D. S. Patel 56 Director
Since 1987 to the present Mr. Patel has worked as Chairman of the Board of
Directors, President and Chief Executive Officer of Circuit Systems, Inc., a
publicly-traded manufacturer of printed circuit boards. Mr. Patel is also
presently a Director of SigmaTron International, Inc., a publicly-traded
electronics contract manufacturer, a position he has had since 1994.
The Board of Directors recommends a vote FOR the election of each of the
nominees for Director of the Company.
EXECUTIVE OFFICERS
Robert H. Daskal 57 Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
Mr. Daskal has served as Senior Vice President, Chief Financial Officer and
Treasurer of the Company since its inception in February, 1997. From 1994 to
1997 Mr. Daskal was a Director, Executive Vice President and Chief Financial
Officer of Inco Homes Corporation, and from 1985 to 1994 he was a Director,
Executive Vice President-Finance and Chief Financial Officer of UDC Homes, Inc.
(and its predecessors). UDC Homes, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code in May, 1995. Mr. Daskal, a former Tax Partner
with Arthur Andersen & Co., became a CPA in Illinois in 1967. He received his
B.B.A. and J.D. from the University of Michigan in Ann Arbor. Mr. Daskal is
presently a director of Inco Homes Corporation.
5
Michael A. Bresner 55 Senior Vice President and Chief Operating Officer
Mr. Bresner became Senior Vice President and Chief Operating Officer of the
Company in January, 1998. In August 1998, he was named President and Chief
Operating Officer of National. Prior to joining the Company, Mr. Bresner worked
as Managing Director of H.J. Meyers, Inc., a position he held since 1990.
Additionally, Mr. Bresner served as Directing Editor of the Value Line Special
Situations Service.
MEETINGS OF DIRECTORS
The Company's Board does not presently have a nominating or compensation
committee. The Audit Committee (currently comprised of Messrs. Holcomb and
Patel) meets with Company personnel and with representatives of Feldman Sherb
Ehrlich & Co., P.C., the Company's independent public accountants, to consider
and review internal accounting controls and matters relating to the annual audit
of the Company's financial statements.
The Audit Committee did not formally meet during the fiscal year 1998.
During the fiscal year ended September 25, 1998, the Company's Board of
Directors met or acted by Unanimous Written Consent a total of five times. No
incumbent director participated in fewer than 100% of the Board's activities
while he was a director, with the exception of D. S. Patel, who was unable to
participate in either of the two meetings held while he was a director.
DIRECTOR COMPENSATION
To date, no director of the Company has received any cash compensation for
serving on the Board. The Company does not anticipate paying inside directors
any cash compensation in the future. Outside directors (i.e., directors who are
not also officers or employees of the Company or of a subsidiary) will be paid
$1,000 per meeting attended in person, and $500 per meeting attended by phone.
Outside directors shall also be granted options to purchase 5,000 shares of the
Company's common stock each year of their tenure, options which shall fully vest
six months after the date of issuance. The Company shall reimburse all directors
for expenses incurred traveling to and from board meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year 1998 the Company advanced certain monies to Steven A.
Rothstein, its Chairman, President and Chief Executive Officer. The largest
aggregate amount outstanding to the Company during the fiscal year was
approximately $185,000. At September 25, 1998 the balance outstanding was
approximately $54,000. The Company has not charged Mr. Rothstein interest on
these advances.
6
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company to each
of its most highly compensated officers (the "Named Executive Officers") during
the fiscal years ended 1998, 1997 and 1996:
Long-Term
Annual Compensation Compensation
--------------------------------------------------- Securities
Year Other Underlying
Name and Capacity Ended Salary Bonus Compensation * Options
- ------------------------ ------- ------------ ------------ ----------------- --------------
Steven A. Rothstein 1998 $ 225,000 $ 287,000 $ 453,000 ** $ -
Chairman, Chief 1997 $ 24,000 $ 32,000 $ 1,364,000 ** $ -
Executive Officer and President 1996 $ 24,000 $ 194,000 $ 1,775,000 ** $ -
Robert H. Daskal 1998 $ 170,000 $ 35,000 $ - $ -
Senior Vice President, 1997 $ 82,000 $ - $ - $ -
Chief Financial Officer,
Treasurer and Secretary
Michael A. Bresner 1998 $ 205,000 $ 75,000 $ - $ -
Senior Vice President
and Chief Operating Officer
* Amounts relate to commissions earned in the normal course of business, fees
received for Corporate Finance services and profit from the sale during the year
of the Company's stock obtained through the exercise of stock options.
** This compensation paid to Mr. Rothstein by the Company represents a
percentage of business generated or supervised by Mr. Rothstein as follows: he
is paid 50% of the commission generated on retail trades (compared to the 70%
typically paid to National's brokers), and 70% of the compensation collected by
the firm (including warrants) on corporate finance transactions which he
introduces and executes. Mr. Rothstein also collects an override on fees
collected from all other corporate finance transactions as well as on business
he creates for the firm.
In April, 1998, the Company and Mr. Rothstein agreed upon terms for a new
employment agreement pursuant to which the Company will pay him as follows:
$480,000 annual salary, 50% of the commission generated on retail trades
(compared to the 70% typically paid to National's brokers), and a calculable
bonus based upon the Company's consolidated income before tax.
7
The Company has granted options to certain officers, directors, employees and
investment executives. The options granted during the last fiscal year (adjusted
for stock dividends) to the Named Executive Officers are as follows:
Option Grants in Last Fiscal Year
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Potential Realized Value
Number of % of Total at Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to for Option Term
Options Employees Exercise Expiration ---------------------------
Name Granted in Fiscal Year Price Date 5% 10%
- -------------- ---------- -------------- ------------ ------------ ------------ -------------
Steven A. Rothstein 36,750 24.75% $ 5.36 11/11/02 $67,000 $ 120,000
Michael A. Bresner 75,000 50.50% $ 4.13 02/04/03 $85,000 $ 189,000
The options exercised by the Named Executive Officers, and the fiscal year and
value of unexercised options, are as follows:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
----------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End
Acquired Value ------------------------------- --------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------- ------------- -------- --------------- ------------ ---------- ------------
Steven A. Rothstein - - 323,209 - - -
Robert H. Daskal - - 22,601 - - -
Michael A. Bresner - - 75,000 - - -
The Company has employment agreements with the three Named Executive Officers.
None of the Named Executive Officers may be terminated against his will without
a finding of fraud, theft or defalcation. The agreements generally provide that
the officers will devote their entire time and attention to the business of the
Company, will refrain during employment and for a period of one year thereafter
from competing with the Company, and will not disclose confidential or trade
secret information belonging to the Company. Each of the agreements provides for
a cash severance payment. Mr. Rothstein's severance payment is contingent upon
National's net capital, as defined under the SEC's Uniform Net Capital Rule
15c3-1, exceeding $3,500,000 after honoring the severance obligation.
COMPENSATION COMMITTEE
In lieu of a formal compensation committee, the Company's board of directors
determines executive officer compensation.
8
The Company believes the compensation paid to its executive officers is
competitive with companies within its industry that are comparable in size and
by companies outside the industry with which the Company competes for executive
talent.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following compares cumulative total stockholder return on the Company's
common stock with the cumulative total stockholder return on the common equity
of the companies in the NASDAQ U.S. Index and the NASDAQ Financial Index (the
"Peer Group") for the period from October 1, 1993 to September 25, 1998.
Olympic NASDAQ
Measurement Period Cascade NASDAQ Financial
(Fiscal Year Covered) Financial U.S. Index Index
- --------------------- --------- ---------- ---------
1993 100.00 100.00 100.00
1994 131.64 98.60 98.32
1995 141.77 136.20 134.56
1996 390.76 161.61 158.66
1997 271.41 221.85 218.28
1998 128.92 226.38 218.18
The above assumes a $100 investment on October 1, 1993, in each of Olympic
Cascade Financial Corporation Common Stock, NASDAQ U.S. Index and the NASDAQ
Financial Index (the "Peer Group"), and further assumes the reinvestment of all
dividends.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following information is furnished as of February 1, 1999 as to any person
who the Company knows to be the beneficial owner of more than 5% of the
Company's common stock:
Amount of
Name/Address of Beneficial Percent
Title of Class Beneficial Owner Ownership(1) of Class
- -------------- --------------------------- ----------- --------
Common stock Steven A. Rothstein 752,442(2) 42.12%
2737 Illinois Road
Wilmette, IL 60091
Common stock Marshall S. Geller 112,858(3) 7.63%
11100 Santa Monica Boulevard
Suite 970
Los Angeles, CA 90025
9
Common stock Gary A. Rosenberg 122,194(4) 7.71%
1427 North State Parkway
Chicago, IL 60610
Common stock Maynard Mall Realty Trust 76,578 5.23%
95 Main Street
Maynard, MA 01754
1 All securities are beneficially owned directly be persons listed in the
table (except as otherwise indicated).
2 Includes 58,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 323,209 shares of vested unexercised stock options.
3 Includes 16,537 shares of vested unexercised warrants to purchase common
stock owned by Geller & Friend Capital Partners. Also includes shares
subject to a Voting Agreement expiring in August, 1999 and requiring these
shares be voted in favor of director nominees proposed by the Company's
Board of Directors. All of the 96,321 shares directly owned by Mr. Geller
were sold subsequent to February 1, 1999.
4 Includes 122,194 shares of vested unexercised stock options.
MANAGEMENT
The following information is furnished as of February 1, 1999 as to each class
of equity securities of the Company beneficially owned by all directors and
officers of the Company as a group.
Amount of
Beneficial Percent
Name and Title of Beneficial Owner Ownership of Class
---------------------------------- --------- --------
Steven A. Rothstein - Chairman , President and 752,442(1) 42.12%
Chief Executive Officer
Gary A. Rosenberg - Director 122,194(2) 7.71%
James C. Holcomb, Jr. - Director 6,703 --
Robert H. Daskal - Senior Vice President, Chief Financial
Officer, Treasurer and Secretary 22,601(2) 1.52%
Michael A. Bresner - Senior Vice President and Chief Operating
Officer 75,000(2) 4.88%
All officers and directors of the Company as a group (six persons) 978,940(3) 48.80%
10
(1) Includes 58,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 323,209 shares of vested unexercised stock options.
(2) Includes only shares of vested unexercised stock options.
(3) Includes 543,004 shares of vested unexercised stock options.
PROPOSAL II:
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Feldman Sherb Ehrlich & Co., P.C. as the
Company's independent public accountants for the fiscal year ending September
24, 1999. A resolution will be presented at the meeting to ratify the
appointment of Feldman Sherb Ehrlich & Co., P.C. The Company does not expect
that a representative of Feldman Sherb Ehrlich & Co., P.C. will be present at
the Annual Meeting.
The Board of Directors recommends a vote FOR ratification of the appointment of
Feldman Sherb Ehrlich & Co., P.C. as the Company's independent public
accountants for the fiscal year ending September 24, 1999.
VOTING PROCEDURES
The Company has one class of voting shares outstanding, namely Common Shares, of
which there were 1,510,436 outstanding at the close of business on February 18,
1999 (the "Record Date"). Each shareholder present or represented at the Annual
Meeting will be entitled to one vote per share. Shareholder action requires the
affirmative vote by the holders of a majority of the Common Stock voting at the
Annual Meeting. It is presently anticipated that votes will be cast by a show of
hands.
STOCKHOLDER PROPOSALS
Stockholders proposals intended to be considered at the 2000 Annual Meeting of
Stockholders must be received by the Company no later than September 24, 1999.
The proposal must be mailed to the Company's principal executive offices, 875
North Michigan Avenue, Suite 1560, Chicago, Illinois 60611, Attention: Robert H.
Daskal. Such proposals may be included in next year's proxy statement if they
comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
11
OTHER MATTERS
The Company will bear the cost of solicitation of proxies. Proxies will be
solicited by mail. They may also be solicited by officers and regular employees
of the Company and its subsidiaries personally or by telephone, but such persons
will not be specifically compensated for such services. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of stock held of record by such persons and
will be reimbursed for their reasonable expenses incurred in connection
therewith.
Management knows of no business to be brought before the Annual Meeting of
Stockholders other than that set forth herein. However, if any other matters
properly come before the meeting, it is the intention of the persons named in
the proxy to vote such proxy in accordance with their judgment on such matters.
Even if you plan to attend the meeting in person, please execute, date and
return the enclosed proxy promptly. Should you attend the meeting, you may
revoke the proxy by voting in person. A postage-paid, return-addressed envelope
in enclosed for your convenience. Your cooperation in giving this your prompt
attention will be appreciated.
By Order of the Board of Directors,
/s/Robert H. Daskal
---------------------------
Robert H. Daskal, Secretary
February 18, 1999
Chicago, Illinois
12
OLYMPIC CASCADE FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTOR OF OLYMPIC
CASCADE FINANCIAL CORPORATION.
The undersigned stockholder of Olympic Cascade Financial Corporation (the
Company ) hereby constitutes and appoints Steven A. Rothstein, attorney and
proxy of the undersigned, with power of substitution, to attend, vote and act
for the undersigned at the special meeting of stockholders of the Company, a
Delaware corporation, to be held at the offices of Olympic Cascade Financial
Corporation, 875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611 on
March 25, 1999 at 3:00 p.m. local time, and at any adjournments thereof, with
respect to the following on the reverse side of this proxy card:
Please mark your votes as in this example.
Proposals:
1. To elect the nominees for directors named in the accompanying Proxy
Statement.
/ / For / / Against / / Abstain
2. To appoint Feldman Sherb Ehrlich & Co., P.C. as independent public
accountants of the Company for the fiscal year ending September 24, 1999.
/ / For / / Against / / Abstain
(TO BE CONTINUED AND SIGNED ON REVERSE SIDE)
If not otherwise directed, this proxy will be voted FOR each of the three
proposals listed on the reverse side of this card.
The Board of Directors recommends voting in favor of each of the three
proposals.
Signature
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Date
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Signature
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(if held jointly)
Date
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Note: Please sign exactly as your
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as attorney, executor,
administrator, trustee, guardian
or the like, please give your
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for a corporation, please give
your title.
PLEASE DATE, SIGN AND MAIL AT
ONCE IN THE ENCLOSED POSTPAID
ENVELOPE.