SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the registrant
Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2)
[ ] Soliciting Material Under
[ ] Rule 14a-12
99(CENT)ONLY STORES
- --------------------------------------------------------------------------------
(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):
[ ] 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions 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:
- --------------------------------------------------------------------------------
[ ] 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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<PAGE>
99(CENT) ONLY STORES
-----------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------
TIME
10:00 a.m. on Thursday, May 11, 2000
PLACE
4000 Union Pacific Avenue
City of Commerce, California 90023
ITEMS OF BUSINESS
(1) To elect a Board of eight Directors to hold office until the next Annual
Meeting of Shareholders and until his or her successor is elected.
(2) To approve an amendment to the Company's Amended and Restated Articles of
Incorporation ("Articles of Incorporation") to increase the authorized
number of shares of Common Stock from 40,000,000 shares to 100,000,000
shares.
(3) To consider and act upon a shareholder proposal.
(4) To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
RECORD DATE
You can vote if at the close of business on March 27, 2000 you are a shareholder
of record.
PROXY VOTING
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE
MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR
AT DIFFERENT ADDRESSES, EACH CARD SHOULD BE COMPLETED AND RETURNED.
April ___, 2000 Eric Schiffer
PRESIDENT
<PAGE>
99(CENT) ONLY STORES
4000 UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of 99(cent) Only Stores, A California corporation
("99(cent) Only Stores," the "Company," "we," or "us"), of proxies to be voted
at our 2000 annual meetinG OF shareholders and at any adjournments or
postponements thereof.
You are invited to attend our annual meeting of shareholders on
Thursday, May 11, 2000, beginning at 10:00 a.m. Pacific Standard Time (the
"Annual Meeting"). The meeting will be held at the Company's offices at 4000
Union Pacific Avenue, City of Commerce, California 90023.
SHAREHOLDERS ENTITLED TO VOTE. The close of business on March 27, 2000, has been
fixed as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting and any postponements or
adjournments thereof. At the record date, 33,469,586 shares of the Company's
common stock, no par value (the "Common Stock"), were outstanding. The Common
Stock is the only outstanding class of securities entitled to vote at the Annual
Meeting. At the record date, the Company had approximately 10,924 shareholders,
which includes 489 shareholders of record.
PROXIES. Your vote is important. If your shares are registered in your name, you
are a share owner of record. If your shares are in the name of your broker or
bank, your shares are held in street name. We encourage you to vote by proxy so
that your shares will be represented and voted at the meeting even if you cannot
attend. All share owners can vote by written proxy card. Your submitting the
enclosed Proxy will not limit your right to vote at the annual meeting if you
later decide to attend in person. If your shares are held in street name, you
must obtain a Proxy, executed in your favor, from the holder of record to be
able to vote at the meeting. If you are a record holder, you may revoke your
Proxy at any time before the meeting either by filing with the Secretary of the
Company, at its principal executive offices, a written notice of revocation or a
duly executed Proxy bearing a later date, or by attending the annual meeting and
expressing a desire to vote your shares in person. If no instruction is
specified on the enclosed Proxy with respect to a matter to be acted upon, the
shares represented by the Proxy will be voted (i) in favor of the election of
the nominees for director set forth herein, (ii) in favor of the amendment to
the Company's Articles of Incorporation, (iii) against the shareholder proposal,
and (iv) if any other business is properly presented at the Annual Meeting, in
accordance with the recommendations of the Board of Directors. It is anticipated
that this Proxy Statement and the accompanying Proxy will be mailed to
shareholders on or about April 10, 2000.
QUORUM. The presence, in person or by proxy, of a majority of the votes entitled
to be cast by the shareholders entitled to vote at the annual meeting is
necessary to constitute a quorum. Abstentions and broker non-votes will be
included in the number of shares present at the Annual Meeting for determining
the presence of a quorum.
VOTING. A shareholder is entitled to cast one vote for each share held of record
on the record date on all matters to be considered at the Annual Meeting.
Abstentions will be counted toward the tabulation of votes cast on proposals
submitted to shareholders and will have the same effect as negative votes, while
broker non-votes will not be counted as votes cast for or against such matters.
ELECTION OF DIRECTORS. The election of the directors will require the
affirmative vote of a plurality of the shares of Common Stock present and voting
at the Annual Meeting.
INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. The approval of the
amendment to the Company's Articles of Incorporation will require the
affirmative vote of 66 2/3% of the issued and outstanding shares of Common
Stock.
SHAREHOLDER PROPOSAL. Approval of the shareholder proposal will require the
affirmative vote of a majority of the shares of Common Stock present and voting
at the Annual Meeting.
OTHER MATTERS. All other matters that may properly come before the meeting
require for approval the favorable vote of a majority of shares voting at the
meeting in person or by proxy. At the date this proxy statement went to press,
we do not know of any other matter to be raised at the annual meeting.
Page 1
<PAGE>
ITEM 1: ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
In accordance with the Bylaws of the Company, 99(cent) Only Stores'
directors are elected at each Annual Meeting and hold ofFICE until the next
Annual Meeting and until their successors are elected and qualified. The Bylaws
of the Company provide that the Board of Directors shall consist of no less than
seven and no more than eleven directors as determined from time to time by the
Board of Directors. The Board of Directors currently consists of eight
directors.
Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting or any
adjournments thereof, the Proxies will be voted for such other nominee(s) as
shall be designated by the current Board of Directors to fill any vacancy. The
Company has no reason to believe that any nominee will be unable or unwilling to
serve if elected as a director.
The Board of Directors proposes the election of the following nominees
as directors:
William Christy
Lawrence Glascott
David Gold
Howard Gold
Jeff Gold
Marvin Holen
Eric Schiffer
Ben Schwartz
If elected, each nominee is expected to serve until the 2001 Annual
Meeting of Shareholders and thereafter until his or her successor is duly
elected and qualified. The eight nominees for election as directors at the
Annual Meeting who receive the highest number of affirmative votes will be
elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE ELECTION OF THE NOMINEES LISTED ABOVE.
Page 2
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
nominees and executive officers of the Company as of March 31, 2000:
<TABLE>
<CAPTION>
YEAR FIRST
AGE AT ELECTED OR
MARCH 31, APPOINTED
NAME: 2000 DIRECTOR PRINCIPAL OCCUPATION
----- --------- ---------- --------------------
<S> <C> <C> <C>
NOMINEES:
David Gold 67 1965 DAVID GOLD has been Chairman of the Board and Chief
Executive Officer of the Company since the founding of the
Company in 1965. Mr. Gold has over 45 years of retail
experience.
Howard Gold 40 1991 HOWARD GOLD has been a director of the Company since 1991.
He joined the Company in 1982 and has served in various
managerial capacities. He currently serves as Senior Vice
President of Distribution. Mr. Gold received his B.S. degree
from the University of California at Los Angeles in 1984.
Eric Schiffer 39 1991 ERIC SCHIFFER has been a director of the Company since
1991. He joined the Company in 1992 and served in various
managerial capacities, most recently as Senior Vice
President. In March, 2000, he was promoted to President.
Prior to joining the Company, from 1987 to 1992, he was
employed by Oxford Partners, a venture capital firm. Mr.
Schiffer received his B.S.E. degree from Duke University in
1983 and his M.B.A. from Harvard Business School in 1987.
Jeff Gold 32 1991 JEFF GOLD has been a director of the Company since 1991. He
joined the Company in 1984 and has served in various
managerial capacities. He currently serves as Senior Vice
President of Real Estate and Information Systems. Mr. Gold
received his B.A. degree from the University of California
at Berkeley in 1989.
William O. Christy 68 1992 WILLIAM O. CHRISTY has been a director of the Company since
1992. He was President and Chief Executive Officer of
Certified Grocers of California from 1977 until his
retirement in 1990. He has served on numerous trade
association boards including the executive committee of the
National Grocers Association Board and Chairman of the
Merchant and Manufacturer Association Board.
Marvin Holen 70 1991 MARVIN HOLEN has been a director of the Company since 1991.
He is an attorney and in 1960 founded the law firm of Van
Petten & Holen. He served on the Board of the Southern
California Rapid Transit District from 1976 to 1993 (six of
those years as the Board's President). He served on the
Board of Trustees of California Blue Shield from 1972 to
1978, on the Board of United California Savings Bank from
1992 to 1994 and on several other corporate, financial
institution and philanthropic boards of directors.
Page 3
<PAGE>
Ben Schwartz 82 1993 BEN SCHWARTZ has been a director of the Company since 1993.
He was Chairman of Foods Company Markets, a supermarket
chain, from 1980 until it was acquired in 1987 by Boys
Markets. Prior thereto, he served for many years as its
president. He served on the Board of Directors of Certified
Grocers of California including four years as Chairman.
Additionally, Mr. Schwartz sits on a number of industry
trade boards, including the Food Marketing Institute.
Lawrence Glascott 65 1996 LAWRENCE GLASCOTT has been a director of the Company since
October 1996. From 1991 to 1996 he was the Vice President -
Finance of Waste Management International, an environmental
services company. Prior thereto, Mr. Glascott was a partner
at Arthur Andersen LLP and was the Arthur Andersen LLP
partner in charge of the 99(cent)Only Stores account for
six years. Additionally, Mr. Glascott was in charge of the
Los Angeles based Arthur Andersen LLP Enterprise Group
practice for over 15 years.
OTHER EXECUTIVE
OFFICERS:
Helen Pipkin 57 HELEN PIPKIN joined the Company in 1991 and serves as Senior
Vice President of Wholesale Operations. Prior to joining
the Company, from 1985 through 1991, Ms. Pipkin served as
Controller and Manager of Wholesale and Import Operations of
Cobra Associated International, a wholesaler of variety
merchandise. Prior to 1985, for many years, Ms. Pipkin was
an owner, Vice President and Controller of Markell Imports,
a general merchandise wholesaler.
Andy Farina 53 ANDY FARINA joined the Company in September 1996 and serves
as Chief Financial Officer. Prior to joining the Company,
from April 1993 through August 1996, Mr. Farina was Vice
President of Finance of Crown BBK, Inc., a food brokerage
business. Mr. Farina was employed by a division of Sara Lee
from 1976 through 1988, ultimately in the capacity of
President. Mr. Farina began his career with Arthur Andersen
LLP.
Jose Gomez 40 JOSE GOMEZ joined the Company in 1980 and has served in many
different managerial capacities, most recently as Vice
President of Retail Operations. He has over 20 years of
retail experience.
</TABLE>
David Gold is the father of Howard Gold and Jeff Gold and the father-in-law
of Eric Schiffer.
Page 4
<PAGE>
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of 16 meetings, including committee
meetings, during the fiscal year ended December 31, 1999. The Board of Directors
has an Audit Committee and a Compensation Committee. During the fiscal year
ended December 31, 1999, each director during the term of his tenure, attended
all meetings of the Board of Directors held. Each director also attended all
meetings of the committees of the Board of Directors on which he served.
The Audit Committee met 3 times and the Compensation Committee met 3
times during the fiscal year ended December 31, 1999. The Audit Committee's
functions include recommending to the Board of Directors the engagement of the
Company's independent accountants, discussing the scope and results of the audit
with the accountants, discussing the Company's financial accounting and
reporting principles and the adequacy of the internal audits with management and
reviewing and evaluating the Company's accounting policies and internal
accounting controls. The Compensation Committee reviews and approves the
compensation of officers and key employees, including the granting of awards
under the Company's stock option plan. The members of the Audit Committee are
Messrs. Christy, Schwartz and Glascott and the members of the Compensation
Committee are Messrs. Christy, Holen and Glascott. The Company does not have a
standing nominating committee.
COMPENSATION OF DIRECTORS
Each director who is not an officer of or otherwise employed by the
Company (an "Outside Director") receives an automatic annual grant on May 1 of a
non-qualified option to purchase 4,000 shares of Common Stock with a per share
exercise price equal to the fair market value of a share of the Company's Common
Stock on the date of grant. In addition, each Outside Director receives $1,500
per month, plus $500 for each board meeting attended plus $150 for each
committee meeting attended on a day when no board meeting is held, or $250 for
each committee meeting attended as committee chairperson.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no interlocking relationships involving any of the
members of its Compensation Committee which would be required by the Securities
and Exchange Commission (the "Commission") to be reported in this Proxy
Statement, and no officer or employee of the Company serves on its Compensation
Committee.
ITEM 2: PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
The Board of Directors has adopted, subject to shareholder approval, an
amendment to the first paragraph of Article III of the Company's Articles of
Incorporation (the "Amendment") to increase the Company's authorized number of
shares of Common Stock from 40,000,000 shares to 100,000,000 shares. The text of
the first paragraph of Article III of the Articles of Incorporation, as it is
proposed to be amended, is as follows:
"This Corporation is authorized to issue two classes of
shares, designated "Common Stock," and "Preferred Stock." The
total number of shares which this Corporation is authorized to
issue is 101,000,000. The number of shares of Preferred Stock
which this Corporation is authorized to issue is 1,000,000.
The number of shares of Common Stock which this Corporation is
authorized to issue is 100,000,000."
Please see Appendix A for a copy of the Certificate of Amendment of
Amended and Restated Articles of Incorporation as it has been proposed.
PRINCIPAL EFFECTS OF THE AMENDMENT
The additional Common Stock to be authorized by adoption of the
Amendment would have rights identical to the currently outstanding Common Stock
of the Company. Adoption of the proposed Amendment and issuance
Page 5
<PAGE>
of the Common Stock would not affect the rights of the holders of currently
outstanding Common Stock of the Company, except for effects incidental to
increasing the number of shares of the Company's Common Stock outstanding, such
as dilution of the earnings per share and voting rights of current holders of
Common Stock. If the Amendment is adopted, it will become effective upon filing
of a Certificate of Amendment of the Company's Articles of Incorporation with
the Secretary of State of California.
As of March 27, 2000, of the 40,000,000 shares of Common Stock
presently authorized: 33,469,586 shares were issued and outstanding. After
taking into account shares reserved for issuance pursuant to the Company's 1996
Stock Option Plan, 1,442,809 shares were available for issuance.
REASONS FOR THE AMENDMENT
The Company declared a stock dividend on January 19, 2000, whereby
8,376,765 shares of Common Stock were issued to shareholders. The stock dividend
reduced the number of unissued and unreserved shares to 2,442,809 shares. The
Company needs to increase the number of authorized shares of Common Stock to
provide flexibility for business and financial purposes in the future. The
additional shares may be used, without further shareholder approval, for various
purposes including, without limitation, expanding the Company's business through
the acquisition of other businesses, future stock dividends, raising capital,
issuing stock options to officers, directors or employees and establishing
strategic relationships with other companies. The size of the proposed increase
will give the Company's Board of Directors the broad latitude to authorize the
issuance of additional capital stock without further shareholder approval.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. Although this proposal to increase the authorized
Common Stock has been prompted by business and financial considerations and not
by the threat of any hostile takeover attempt (nor is the Board of Directors
currently aware of any such attempts directed at the Company), nevertheless,
shareholders should be aware that approval of the proposal could facilitate
future efforts by the Company to deter or prevent changes in control of the
Company, including transactions in which the shareholders might otherwise
receive a premium for their shares over then current market prices.
The Company does not contemplate seeking shareholder approval for any
future issuance of capital stock unless required to do so by an obligation
imposed by applicable law, a regulatory authority or a third party. Under the
Company's Articles of Incorporation, no shareholder is entitled to preemptive
rights with respect to any future issuances of capital stock. The Board of
Directors believe the proposed increase in the authorized Common Stock will make
a sufficient number of shares available should the Company decide to use its
shares for one or more of the previously mentioned purposes or otherwise. The
Company reserves the right to seek a further increase in authorized shares from
time to time in the future as considered appropriate by the Board of Directors.
REQUIRED VOTE
The approval of the Amendment requires the affirmative vote of a
majority of the outstanding shares of Common.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
ITEM 3- SHAREHOLDER PROPOSAL
- --------------------------------------------------------------------------------
Aaron Merle Epstein, 13455 Ventura Boulevard #209, Sherman Oaks,
California 91423-6122, owning 113 shares of Common Stock of the Company, has
notified the Company of his intent to introduce the following proposal at the
annual meeting.
"Whereas: Consumers and shareholders continue to be seriously concerned
about whether low wages and abusive working conditions exist in facilities where
the products they buy are produced or assembled. U.S. based
Page 6
<PAGE>
companies are importing more goods from countries where working conditions fall
far below basic standards of fair and humane treatment. Our company purchases
goods produced in countries like China where human rights abuses and unfair
labor practices have been well documented. (U.S. State Department s "China
Country Report on Human Rights Practices--1998")
A growing number of students have called on their universities to adopt
codes of conduct to make sure clothing sold in university stores is made under
humane conditions. Students have pressed for a living wage, upholding the rights
of women in the workplace, public disclosure of conditions in factories and
transparency in reporting, and verification of compliance by organizations that
are independent of companies. ("Sweatshop Reform", BUSINESS WEEK, 5/3/99)
Our company should take effective action to ensure it does not and will
not do business with suppliers who manufacture items for sale using forced
labor, convict labor, or illegal child labor, or who fail to satisfy all
applicable standards and laws protecting their employees' wages, benefits,
working conditions, freedom of association and other rights.
We believe our company needs to support the rights of workers to
organize and bargain collectively any place they operate. Our company should
demonstrate enforcement of its code by developing independent monitoring
programs with local, respected religious, human rights and labor rights groups
to ensure compliance with its vendor standards and assure consumers that
products are not made under abusive labor conditions. Reports that overseas
suppliers are exploiting workers may damage our company's reputation and
generate a consumer backlash.
In an effort to improve the quality of life of workers who make its
products, our company should implement ongoing wage adjustments, ensuring that
workers have adequate purchasing power and a sustainable living wage. Wage
adjustments would add little to overall production costs while contributing to
productivity. In addition, our company, rather than terminating contracts, needs
to establish incentives to encourage its suppliers and vendors to raise labor
standards.
Resolved: Shareholders request the Board of Directors to prepare a
report at reasonable expense on its Vendor Standards and compliance mechanisms
for its vendors, subcontractors and buying agents in the countries where it
sources. A summary of the results should be reported to shareholders by October,
2000.
Supporting Statement
To be effective, enforcement of company codes must be carefully
monitored. The Gap, Inc. has participated in an independent monitoring process
in El Salvador with respected religious and human rights and labor institutions
for past four years. Other companies have begun to develop independent
monitoring programs in conjunction with local non-governmental organizations.
Through the use of independent monitoring, consumers and investors can have
greater confidence that the company's code of vendor conduct is enforced,
protecting the company from negative publicity associated with the discovery of
sweatshop practices."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST
THIS PROPOSAL FOR THE FOLLOWING REASONS:
The Company recognizes its responsibility to keep interested
shareholders informed on the status of its ongoing efforts and will continue to
do so. The Company also believes that greater progress will be made in the
improvement of international labor practices through a combination of
cooperative efforts to improve standards, awareness, vendor selection, education
and monitoring. The Board believes that the proposed report is not warranted.
The Board and management are fully committed, through their best efforts and
on-going vendor selection and purchasing process, to ensure the products sold in
the Company's stores are supplied from ethical and responsible vendors. These
on-going efforts focusing on awareness and cooperation with our vendors reflect
the Company's continuing commitment to strengthening the labor practices of its
suppliers. In this respect, the Company believes its activities are
substantially consistent with the objectives of this proposed resolution. The
report that is suggested would be somewhat duplicative of efforts the Company is
already taking.
Page 7
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST
THIS PROPOSAL UNLESS OTHERWISE SPECIFIED BY THE SHAREHOLDER IN THE PROXY.
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive Officer and
as to each of the other four most highly compensated officers whose compensation
exceeded $100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to the Company in all
capacities during the last three fiscal years or accrued within the current
fiscal year.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
NUMBER OF
FISCAL YEAR SECURITIES
ENDED ANNUAL COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION DECEMBER 31, SALARY BONUS OPTIONS
- --------------------------- ------------ ------ ----- ------------
<S> <C> <C> <C> <C>
David Gold...................... 1999 $175,000 - -
Chairman of the Board and 1998 175,000 - -
Chief Executive 1997 175,000 - -
Officer
Andrew Farina .................. 1999 $128,000 $15,000 20,000
Chief Financial Officer 1998 120,000 12,000 25,000
1997 109,000 4,000 18,751
Jose Gomez...................... 1999 $159,600 $25,000 20,000
Vice President of 1998 131,000 25,000 25,000
Retail Operations 1997 131,000 25,000 31,251
Helen Pipkin.................... 1999 $145,800 $20,000 20,000
Senior Vice President of 1998 135,200 25,000 25,000
Wholesale Operations 1997 135,200 25,000 31,251
Eric Schiffer .................. 1999 $120,000 - -
President 1998 120,000 -
1997 120,000 - 18,751
</TABLE>
Page 9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the grant
of stock options made during the fiscal year ended December 31, 1999 to the
Named Executive Officers.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(A)
OPTION EMPLOYEES IN EXERCISE OR EXPIRATION --------------------
NAME GRANTED(B) FISCAL YEAR(C) BASE PRICE DATE 5% 10%
---- ---------- -------------- ----------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
David Gold.................. - - - - - -
Jose Gomez.................. 20,000 0.2% $ 35.25 5/09/09 $ 443,371 $1,123,588
Helen Pipkin................ 20,000 0.2% 35.25 5/09/09 443,371 1,123,588
Andrew Farina............... 20,000 0.2% 35.25 5/09/09 443,371 1,123,588
Eric Schiffer............... - - - - - -
- ------------------------
<FN>
(a) The potential realizable value is based on the assumption that the Common
Stock appreciates at the annual rate shown (compounded annually) from the
date of grant until the expiration of the option term. These amounts are
calculated pursuant to applicable requirements of the Commission and do not
represent a forecast of the future appreciation of the Common Stock.
(b) The option grants set forth on this chart vest in three equal annual
installments beginning on May 9, 2000.
(c) Options covering an aggregate of 985,444 shares were granted to eligible
persons during the fiscal year ended December 31, 1999.
</FN>
</TABLE>
STOCK OPTIONS HELD AT FISCAL YEAR END
The following table sets forth, for each of the Named Executive
Officers, certain information regarding the number of shares of Common Stock
underlying stock options held at fiscal year end and the value of options held
at fiscal year end based upon the last reported sales price of the Common Stock
on the New York Stock Exchange on December 31, 1999 ($28.69 per share).
<TABLE>
<CAPTION>
AGGREGATED OPTIONS EXERCISED IN THE LAST FISCAL YEAR AND YEAR-END VALUES
NUMBER OF SECURITIES NUMBER OF SECURITIES
UNDERLYING EXERCISED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1999 DECEMBER 31, 1999 AT DECEMBER 31, 1999(A)
------------------------ ------------------------------ ----------------------------
NAME SHARES VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David Gold......... - - - - - -
Jose Gomez......... - - 60,419 47,083 $1,158,576 $288,981
Helen Pipkin....... 13,800 $226,347 15,368 47,083 333,351 288,981
Andrew Farina...... - - 30,210 42,916 482,908 213,517
Eric Schiffer...... - - 31,252 6,250 655,063 113,188
- -------------------
<FN>
(a) Based on the last reported sale price of the Common Stock on the New York
Stock Exchange on December 31, 1999 ($28.69) less the option exercise
price.
</FN>
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
- --------------------------------------------------------------------------------
The Compensation Committee of the Board of Directors is responsible for
the review and administration of the Company's various compensation plans,
including determining base salaries for officers and administering the Company's
stock option plan and annual bonus plan.
Page 9
<PAGE>
COMPENSATION PHILOSOPHY. The Company's executive compensation program
is designed to (1) provide levels of compensation that integrate pay and
incentive plans with the Company's strategic goals, so as to align the interests
of executive management with the long-term interests of the Company's
shareholders, (2) attract, motivate and retain executives of outstanding
abilities and experience capable of achieving the strategic business goals of
the Company, (3) recognize outstanding individual contributions, and (4) provide
compensation opportunities which are competitive to those offered by other
retail companies of similar size and performance. To achieve these goals, the
Company's executive compensation program consists of three main elements: (i)
base salary, (ii) annual cash bonus and (iii) long-term incentives. Each element
of compensation has an integral role in the total executive compensation
program. Given the current share ownership of Messrs. David Gold, Howard Gold,
Jeff Gold and Eric Schiffer, these members of management have chosen not to
receive bonuses or stock option awards.
BASE SALARY. Base salaries are negotiated at the commencement of an
executive's employment with the Company and are reviewed annually. Base salaries
are designed to reflect the position, duties and responsibilities of each
executive officer, the cost of living in the area in which the officer is
located, the market for base salaries of similarly situated executives at other
companies engaged in businesses similar to that of the Company and the Company's
performance against its financial and strategic goals. Base salaries are
generally designed to be at the mid-range of salaries of comparable companies.
During the year ended December 31, 1999, David Gold served as the Company's
Chief Executive Officer. Mr. Gold's base salary of $175,000 was determined based
upon his service to the Company, the financial performance of the Company in the
year ended December 31, 1999, and the salaries received by similarly situated
executives at other companies. See "Executive Compensation -- Summary
Compensation Table."
ANNUAL CASH BONUSES. Executive officers and key members of management
are eligible to receive annual incentive bonuses from an executive bonus pool in
amounts determined at the discretion of the Board of Directors. The executive
bonus pool is calculated based on the Company's annual performance against a
business plan developed each year by senior management and reviewed and approved
by the Board of Directors. The executive bonus pool is capped at 3% of the
Company's operating profit. Funding of the bonus pool is determined based on a
performance matrix consisting of two variables: (i) the increase in store sales
during the subject year over stores sales during the immediately preceding year;
(ii) operating income goals; and (iii) the individual performance of the
executives. Individual bonus targets for executives range from 0% to 20% of the
executive's base salary depending on the level of responsibility and attainment
of individual performance goals. Messrs. David Gold, Howard Gold, Jeff Gold and
Eric Schiffer were not eligible to receive an annual incentive bonus for 1999.
LONG-TERM INCENTIVES. The Company provides its executive officers with
long-term incentive compensation through grants of awards under the Company's
1996 Stock Option Plan. Under the 1996 Stock Option Plan, the Board of Directors
is authorized to grant any type of award which might involve the issuance of
shares of Common Stock, an option, warrant, convertible security, stock
appreciation right or similar right or any other security or benefit with a
value derived from the value of the Common Stock. The Compensation Committee of
the Board of Directors is currently responsible for selecting the individuals to
whom grants of awards will be made, the timing of grants, the determination of
the per share exercise price and the number of shares subject to each award. All
awards granted by the Compensation Committee pursuant to the 1996 Stock Option
Plan have been in the form of stock options. The Compensation Committee believes
that stock options provide the Company's executive officers with the opportunity
to purchase and maintain an equity interest in the Company and to share in the
appreciation of the value of the Common Stock. The Compensation Committee
believes that stock options directly motivate an executive to maximize long-term
shareholder value. The options incorporate vesting periods in order to encourage
key employees to continue in the employ of the Company. All options granted in
1999 were granted at the fair market value of the Company's Common Stock on the
date of grant. The Compensation Committee considers the grant of each option
subjectively, considering factors such as the individual performance of
executive officers and competitive compensation packages in the industry.
Messrs. David Gold, Howard Gold, Jeff Gold and Eric Schiffer were not eligible
to receive stock options for 1999.
OMNIBUS BUDGET RECONCILIATION ACT IMPLICATIONS FOR EXECUTIVE
COMPENSATION. Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), places a limit of $1,000,000 on the amount of compensation that
may be deducted by the Company in any year with respect to each of the Company's
five most highly paid executive officers. Certain "performance-based"
compensation that has been approved by the Company's shareholders is not subject
to the deduction limit. The Company's 1996 Stock Option Plan is qualified so
that awards under the plan constitute performance-based compensation not subject
to Section 162(m) of the Code. All compensation paid to the Company's employees
in fiscal 1999 will be fully deductible.
Page 10
<PAGE>
SUMMARY. The Compensation Committee believes that its executive
compensation philosophy of paying the Company's executive officers by means of
base salaries, annual cash bonuses and long-term incentives (other than Messrs.
David Gold, Howard Gold, Jeff Gold and Eric Schiffer), as described in this
report, serves the interests of the Company and its shareholders.
COMPENSATION COMMITTEE
William Christy
Marvin Holen
Lawrence Glascott
Page 11
<PAGE>
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The following graph sets forth the percentage change in cumulative total
shareholder return of the Company's Common Stock during the period from May 23,
1996 (the date of commencement of the Company's initial public offering) to
December 31, 1999, compared with the cumulative returns of the S&P Small Cap 600
Index and the Russell 2000 Index. The comparison assumes $100 was invested on
May 23, 1996 in the Common Stock and in each of the foregoing indices. The stock
price performance on the following graph is not necessarily indicative of future
stock price performance.
[OBJECT OMITTED]
Cumulative Total Return
------------------------------------------------
5/23/1996 12/96 12/97 12/98 12/99
99 CENTS ONLY STORES 100.00 103.15 232.28 483.51 376.48
S & P SMALLCAP 600 100.00 108.53 136.29 140.01 157.38
RUSSELL 2000 100.00 113.18 149.15 139.52 137.45
Page 12
<PAGE>
CERTAIN TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
As of March 31, 2000, the Company leased 12 of its 86 store locations
and a parking lot associated with one of these stores from certain members of
the Gold family and their affiliates (the "Shareholders"). Annual rental expense
for the facilities owned by the Shareholders or their affiliates was
approximately $2.0 million, $2.2 million and $1.9 million in 1997, 1998 and
1999, respectively. The Company believes that such leases and contracts are no
less favorable to the Company than those an unrelated party would have provided
after arm's-length negotiations. It is the Company's current policy not to enter
into real estate transactions with the Shareholders or their affiliates, except
with respect to the renewal or modification of existing leases and occasions
where such transactions are determined to be in the best interests of the
Company. Moreover, all real estate transactions between 99(cent) ONLY Stores and
the Shareholders will require the unanimous approval of the independent
directors on the Company's Board of Directors and a determination by such
independent directors that such transactions are the equivalent of a negotiated
arm's-length transaction with a third party. There can be no guarantee that the
Company and the Shareholders or their affiliates will be able to agree on
renewal terms for the properties currently leased by the Company from the
Shareholders, or, if such terms are agreed to, that the independent directors on
the Board of Directors will approve such terms.
Page 13
<PAGE>
PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------------------------
The following table sets forth as of March 31, 2000, certain
information relating to the ownership of the Common Stock by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Company's Common Stock, (ii) each of the Company's
directors, (iii) each of the Named Executive Officers, and (iv) all of the
Company's executive officers and directors as a group. Except as may be
indicated in the footnotes to the table and subject to applicable community
property laws, each such person has the sole voting and investment power with
respect to the shares owned. The address of each person listed is in care of the
Company, 4000 Union Pacific Avenue, City of Commerce, California 90023.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAMES AND ADDRESSES SHARES (A) OF CLASS(A)
------------ ------------
<S> <C> <C>
David Gold (b)(e)............... 11,520,468 34.4%
Sherry Gold (c)(e).............. 11,520,468 34.4%
Howard Gold (d)(e).............. 7,444,938 22.2%
Jeff Gold (d)(e)................ 7,444,938 22.2%
Eric and Karen Schiffer(e)(f)... 7,482,442 22.4%
Au Zone Investments #3, LLC(e).. 6,255,476 18.7%
William O. Christy (g).......... 24,459 *
Marvin Holen (h)................ 35,919 *
Ben Schwartz (i)................ 43,753 *
Lawrence Glascott (j) .......... 15,084 *
Helen Pipkin (k)................ 42,868 *
Jose Gomez(l)................... 85,836 *
Andrew Farina(m)................ 51,460 *
All of the Company's executive
officers and directors as a group
(11 persons)(n)..................... 15,425,737 46.1%
- ------------------------------------
<FN>
* Less than 1%
(a) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to such shares. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
common stock subject to options held by that person that currently are
exercisable or exercisable within 60 days of March 31, 2000 are deemed
outstanding. Unless otherwise indicated, the persons named in this table
have sole voting and sole investment power for all shares shown as
beneficially owned, subject to community property laws where applicable.
(b) Includes 2,632,496 shares owned by Sherry Gold, David Gold's spouse, and
6,255,476 shares controlled through Au Zone Investments #3, LLC, a
California limited liability company ("Au Zone").
(c) Includes 2,632,496 shares owned by David Gold, Sherry Gold's spouse, and
6,255,476 shares controlled through Au Zone.
(d) Includes 6,255,476 shares controlled through Au Zone and 37,502 shares
reserved for issuance upon exercise of stock options which are or will
become exercisable on or before May 30, 2000.
(e) Au Zone is the general partner of Au Zone Investments #2, L.P., a
California limited partnership (the "Partnership"). The Partnership is the
registered owner of shares of Common Stock. The limited partners of the
Partnership are David Gold, Sherry Gold, Howard Gold, Jeff Gold and Karen
Schiffer. Each of the limited partners of the Partnership owns a 20%
interest in Au Zone.
(f) Includes 6,255,476 shares controlled through Au Zone and 37,502 shares
reserved for issuance upon exercise of stock options which are or will
become exercisable on or before May 30, 2000.
(g) Includes 23,418 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(h) Includes 29,669 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(i) Includes 17,169 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(j) Includes 14,043 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(k) Includes 40,785 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(l) Includes 85,836 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(m) Includes 51,460 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2000.
(n) Includes (i) shares owned by Sherry Gold, the spouse of David Gold, (ii)
shares controlled through Au Zone and (iii) shares of Common Stock reserved
for issuance upon exercise of stock options which are or will become
exercisable on or before May 30, 2000.
</FN>
</TABLE>
Page 14
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Commission. Executive officers,
directors and greater-than-ten percent shareholders are required by the
Commission's regulations to furnish the Company with all Section 16(a) forms
they file. Based solely on its review of the copies of the forms received by it
and written representations from certain reporting persons that they have
complied with the relevant filing requirements, the Company believes that,
during the year ended December 31, 1999, all the Company's executive officers,
directors and greater-than-ten percent shareholders complied with all Section
16(a) filing requirements, except that Jose Gomez did not file a Form 3 upon his
becoming an executive officer of the Company and Helen Pipkin did not file a
Form 4 to report the sale of 13,799 shares of Common Stock on May 27, 1999.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal at the next Annual
Meeting for inclusion in the Company's Proxy Statement and Proxy form relating
to such Annual Meeting must submit such proposal to the Company at its principal
executive offices by December 13, 2000.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, were selected by
the Board of Directors to serve as independent public accountants of the Company
for the year ended December 31, 1999 and have been selected by the Board of
Directors to serve as independent public accountants for the fiscal year ending
December 31, 2000. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting, and will be afforded the opportunity to make a
statement if they desire to do so, and to be available to respond to appropriate
questions from shareholders.
SOLICITATION OF PROXIES
The expenses of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of Proxies will be borne by
the Company. It is contemplated that the Proxies will be solicited through the
mails, but officers, directors and regular employees of the Company may solicit
Proxies personally. Although there is no formal agreement to do so, the Company
may reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding the Proxy materials to
shareholders whose stock in the Company is held of record by such entities. In
addition, the Company may use the services of individuals or companies it does
not regularly employ in connection with the solicitation of Proxies if
management determines it advisable.
ANNUAL REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1999, WILL BE
MADE AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO 99(cent)
ONLY STORES, 4000 UNION PACIFIC AVENUE, CITY OF COMMERCE, CALIFORNIA 90023,
ATTENTION: CHIEF FINANCIAL OFFICER.
ON BEHALF OF THE BOARD OF DIRECTORS
Eric Schiffer
President
400 Union Pacific Avenue
City of Commerce, California 90023
April __, 2000
Page 15
<PAGE>
99 CENTS ONLY STORES
4000 UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
99 CENTS ONLY STORES
The undersigned, a shareholder of 99 CENTS ONLY STORES, a California
corporation (the "Company"), hereby appoints David Gold and Eric Schiffer, and
each of them, the proxy of the undersigned, with full power of substitution, to
attend, vote and act for the undersigned at Company's Annual Meeting of
Shareholders (the "Annual Meeting"), to be held on May 11, 2000, and at any of
its postponements or adjournments, to vote and represent all of the shares of
the Company which the undersigned would be entitled to vote, as follows:
(Please sign and date on the reverse side)
X Please mark your THE BOARD OF DIRECTORS RECOMMENDS A WITH VOTE ON
Votes as in this PROPOSAL 1, A FOR VOTE ON PROPOSAL 2, AND AN
example using dark AGAINST VOTE ON PROPOSAL 3.
ink only.
<TABLE>
<CAPTION>
WITH
Authority to
Vote for the
WITH nominees FOR AGAINST ABSTAIN
listed
<S> <C> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS, X X 2. To approve an amendment to the X X X
As provided in the Company's Amended and
Company's Proxy Re-stated Articles of
Statement: Incorporation ("Articles of
Incorporation")
to increase the
authorized
number of shares
of Common Stock
from 40,000,000
shares to
100,000,000
shares.
(Instructions: To withhold authority for a 3. SHAREHOLDER PROPOSAL
nominee, line through or otherwise strike out
the name of the nominee below)
William O. Christy
Lawrence Glascott
David Gold
Howard Gold
Jeff Gold
Marvin Holen
Eric Schiffer
Ben Schwartz
FOR AGAINST ABSTAIN
The Board of Directors recommends a X X X
vote AGAINST the adoption of this
proposal. Proxies solicited by the
Board of Directors will be voted
against this proposal unless
otherwise specified by the
shareholder in the proxy.
</TABLE>
The undersigned hereby revokes any other proxy to vote at the Annual Meeting,
and hereby ratifies and confirms all that the proxy holder may lawfully do by
virtue hereof. As to any business that may properly come before the Annual
Meeting and any of is postponement or adjournments, the proxy holder is
authorized to vote in accordance with its best judgment.
This Proxy will be voted in accordance with the instructions set forth above.
This Proxy will be treated as a GRANT OF AUTHORITY TO VOTE WITH the election of
the directors named above, FOR the increase in the authorized number of shares,
AGAINST the shareholder proposal and as the proxy holder shall deem advisable on
such other business as may come before the Annual Meeting, unless otherwise
directed.
The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
and accompanying Proxy Statement dated April __, 2000 relating to the Annual
Meeting.
___________________________________ Date:_________________,2000
Signature(s) of Shareholder(s)
See Instructions Below)
The signature(s) hereon should correspond exactly with the name(s) of the
shareholder(s) appearing on the Stock Certificate. If stock is jointly held, all
joint owners should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If signer is a corporation,
please sign the full corporation name and give title of signing officer.
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
99(CENT) ONLY STORES, INC.
Eric Schiffer and Andrew Farina do hereby certify that:
1. They are the President and Chief Financial Officer, respectively, of
99(cent) Only Stores (hereinafter called the "CORPORATION"), a corporation
organized and existing under and by virtue of the provisions of the laws of
the State of California.
2. The Corporation filed Amended and Restated Articles of Incorporation on
April 3, 1996.
3. The Corporation filed a Certificate of Amendment of Articles of
Incorporation on May 14, 1996.
4. The Corporation filed a Certificate of Amendment of Articles of
Incorporation on June 7, 1996.
5. The first paragraph of Article III of the Amended and Restated Articles of
Incorporation, as amended, is amended to read in its entirety as follows:
ARTICLE III
This Corporation is authorized to issue two classes of shares,
designated "Common Stock," and "Preferred Stock." The total
number of shares which this Corporation is authorized to issue
is 101,000,000. The number of shares of Preferred Stock which
this Corporation is authorized to issue is 1,000,000. The
number of shares of Common Stock which this Corporation is
authorized to issue is 100,000,000.
6. The Board of Directors of the Corporation has duly approved the foregoing
amendment to the Amended and Restated Articles of Incorporation.
7. The foregoing amendment to the Amended and Restated Articles of
Incorporation have been duly approved by the required vote of shareholders
in accordance with Section 903 of the General Corporation Law of the State
of California. The total number of outstanding shares of Common Stock is
_______________. The number of shares of Common Stock voting in favor of
the amendment equaled or exceeded the vote required. The percentage vote
required was more than fifty percent (50%) of the outstanding Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
<PAGE>
Executed in the City of Los Angeles, State of California, on this ____ day
of May, 2000.
_____________________________________
Eric Schiffer, President
_____________________________________
Andrew Farina, ChiEf Financial Officer
Page 2
