<PAGE> 1
SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
DANIEL GREEN COMPANY
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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> 2
[DANIEL GREEN COMPANY LOGO]
February , 1998
To the Stockholders:
Enclosed with this letter is the Notice of the Annual Meeting of
Stockholders to be convened in Boston on Friday, March 27, 1998, and thereafter
adjourned to reconvene at the Marriott Hotel, Carrier Circle, Syracuse, New
York, on Wednesday, April 1, 1998, at 10:00 a.m.
The only business to be transacted at the Boston portion of the meeting is
Item #1 on the enclosed Notice: the amendment of the Company's Articles of
Organization to allow the Company to hold its stockholders meetings outside The
Commonwealth of Massachusetts. Assuming this action is approved through your
proxy voting at the meeting in Boston, the meeting will thereupon be adjourned
to complete the amendment process by filing appropriate papers with the
Secretary of State of Massachusetts, and will be reconvened in Syracuse on
Wednesday, April 1.
The reason for this amendment of the Company's Articles of Organization, as
more fully set forth in the accompanying proxy statement, is to allow the
Company to hold its meetings in upstate New York where more of its stockholders
and employees reside, with the hope that more stockholders and employees will be
able to attend the Annual Meeting.
AS NO OTHER BUSINESS WILL BE TRANSACTED ON MARCH 27, THERE IS NO REASON TO
ATTEND THE MEETING IN BOSTON IN PERSON. Reports of the Chairman and Treasurer
and the other normal business of the Annual Meeting as outlined in the Notice
will take place at the adjourned session in Syracuse. I hope to see many of the
stockholders at that session on April 1.
JAMES R. RIEDMAN, Chairman
<PAGE> 3
DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 1998, ADJOURNED,
AND RECONVENED ON APRIL 1, 1998
The Annual Meeting of Stockholders of Daniel Green Company (the "Company")
will be held at the offices of Sullivan & Worcester LLP, 23rd floor, One Post
Office Square, Boston, Massachusetts on Friday, March 27, 1998 at 9:00 o'clock
in the forenoon, for the following purpose:
1. To vote on a proposed amendment to the Company's Articles of
Organization that would permit meetings of stockholders to be held
outside The Commonwealth of Massachusetts.
IF THE STOCKHOLDERS APPROVE THE PROPOSED AMENDMENT TO THE ARTICLES OF
ORGANIZATION, THE ANNUAL MEETING OF STOCKHOLDERS WILL BE ADJOURNED AND
RECONVENED AT THE MARRIOTT HOTEL, CARRIER CIRCLE, SYRACUSE, NEW YORK ON
WEDNESDAY, APRIL 1, 1998 AT 10:00 O'CLOCK IN THE FORENOON, FOR THE FOLLOWING
PURPOSES:
2. To fix the number of Directors at seven and to elect the Board of
Directors of the Company.
3. To ratify the action of the Board of Directors in selecting Deloitte &
Touche LLP as auditors for the Company for 1998.
4. To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on February 6, 1998 are
entitled to notice of and to vote at the meeting and at any adjournment thereof.
By order of the Board of Directors
JOHN B. FRENCH, Clerk
Boston, Massachusetts
February , 1998
A FORM OF PROXY AND A RETURN ENVELOPE ARE ENCLOSED FOR THE USE OF
STOCKHOLDERS. IT IS REQUESTED THAT YOU FILL IN, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING IN
SYRACUSE ON APRIL 1, 1998.
<PAGE> 4
DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 1998, ADJOURNED,
AND RECONVENED ON APRIL 1, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Daniel Green Company, a corporation organized under the laws of
The Commonwealth of Massachusetts (the "Company"), for use at the Annual Meeting
of Stockholders of the Company to be held on Friday, March 27, 1998 at 9:00 A.M.
at the offices of Sullivan & Worcester LLP, 23rd floor, One Post Office Square,
Boston, Massachusetts, which meeting is expected to be adjourned to, and
reconvened on, Wednesday, April 1, 1998 at 10:00 A.M. at the Marriott Hotel,
Carrier Circle, Syracuse, New York, together with any and all further
adjournments thereof. It is anticipated that this Proxy Statement and the
enclosed proxy will first be sent or given to stockholders on or about February
, 1998. A copy of the Annual Report to Stockholders of the Company for the
year ended December 31, 1997, including audited financial statements, is being
mailed with this Proxy Statement.
The close of business on February 6, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
meeting and at any adjournment. Each stockholder shall be entitled to one vote
for each share held of record in his or her name on that date. There were
outstanding on the record date 1,698,329 shares of Common Stock, $2.50 par value
per share, of the Company, being the only class of stock of the Company issued
and outstanding and entitled to vote at the meeting.
The enclosed proxy is solicited by and on behalf of the Company, which has
proposed the amendment to the Company's Articles of Organization referred to in
Item #1 of the Notice of Annual Meeting of Stockholders and designated the
nominees for Directors listed below. A stockholder giving such proxy has the
right to revoke it at the meeting or at any time prior thereto. All shares
represented by proxies in the form enclosed herewith will be voted at the
meeting and at any adjournments in accordance with the terms of such proxies,
provided such proxies appear to be valid and to have been executed by
stockholders of record entitled to vote at the meeting and have not previously
been revoked. If no contrary instructions are given, the persons named in the
proxy will vote FOR the proposed amendment to the Articles of Organization, FOR
the election of each of the Board's nominees for the Board of Directors and FOR
the ratification of the action of the Board of Directors in selecting Deloitte &
Touche LLP as auditors for the Company.
The Board of Directors does not know of any matters not specifically
referred to below which may come before the meeting. However, if any other
matters are properly presented to the meeting, it is the intention of the
persons named in the accompanying proxy to vote, or otherwise act, in accordance
with their best judgment on such matters.
In accordance with the By-Laws of the Company, a majority of the
outstanding shares of Common Stock entitled to vote, present in person or
represented by proxy at the meeting, is required to constitute a quorum for the
transaction of business. The affirmative vote of at least two-thirds of the
outstanding shares of the Company shall be required to approve the proposed
amendment to the Articles of Organization and an affirmative vote of a majority
of the quorum shall be required for the election of Directors and the
ratification of the selection of auditors and to pass any other measure properly
presented to the meeting. Shares which
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abstain from voting on any matter shall be included for purposes of determining
the presence of a quorum, but shall be excluded in tabulating votes cast for or
against any proposal to which an abstention pertains. Similarly, shares voted by
record holders exercising proxy authority on behalf of beneficial owners shall
be included for purposes of determining the presence of a quorum, but shall be
excluded in tabulating votes cast for or against any matter with respect to
which required voting authority has not been granted.
All costs of preparing, assembling and mailing the enclosed proxy material,
and any additional material which may hereafter be sent in connection with the
solicitation and collection of the enclosed proxy, will be paid by the Company
and no part will be paid directly or indirectly by any other person.
Solicitation of proxies may be made by personal interview, mail, telephone or
telecopier by officers and regular employees of the Company but no additional
compensation will be paid them for the time so employed.
AMENDMENT OF ARTICLES OF ORGANIZATION
At its meeting on November 18, 1997, the Board of Directors unanimously
voted to seek the stockholders' approval for an amendment to the Company's
Articles of Organization. Under the Massachusetts Business Corporation Law, the
Company is required to conduct meeting of its stockholders, including the Annual
Meeting of Stockholders, within The Commonwealth of Massachusetts, except as
otherwise permitted by the Company's Articles of Organization. The proposed
amendment will add a provision to the Articles of Organization stating that
meetings of the Company's stockholders may be held anywhere within the United
States. The purpose of the amendment is to give the Company more flexibility in
deciding where to hold such meetings, including the Annual Meeting of
Stockholders. If the proposal is adopted by the stockholders, the Company
anticipates that the Annual Meeting of Stockholders being conducted in Boston,
Massachusetts on March 27, 1998 will be adjourned and reconvened in Syracuse,
New York on April 1, 1998. It is anticipated that subsequent Annual Meetings of
Stockholders will be held in upstate New York, where many of the Company's
stockholders and employees reside.
The Board of Directors recommends a vote FOR the proposal to amend the
Company's Articles of Organization.
ELECTION OF DIRECTORS
The Board of Directors has recommended that the number of Directors of the
Company for the ensuing year be fixed at seven. Each of the persons named below
has been nominated by the Board for election and has consented to serve as a
Director (unless unexpectedly unavailable) until the next annual meeting of
stockholders and until his successor is duly elected and qualified. Each nominee
other than Mr. [new nominee] now serves as a Director and each current Director
was elected by the stockholders. Set forth below are the names and certain
information about the Company's seven nominees for Director:
EDWARD BLOOMBERG, Age: 60
Edward Bloomberg has been a Director of the Company since 1993. He is an
independent investment advisor.
STEVEN M. DEPERRIOR, Age: 39
Steven M. DePerrior has been a Director of the Company since 1996. He is a
Principal with Burke Group, which provides certain human-resources consulting
services to the Company.
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DAVID T. GRIFFITH, Age: 51
David T. Griffith has been a Director of the Company since 1994. He is President
of M. Griffith, Inc., which provides financial planning and investment services
to individuals and institutions.
GREGORY M. HARDEN, Age: 41
Gregory M. Harden has been a Director of the Company since 1996. He is President
and Chief Executive Officer of Harden Furniture Co., Inc., a furniture
manufacturer in McConnellsville, New York.
GARY E. PFLUGFELDER, Age: 66
Gary E. Pflugfelder has been a Director of the Company since 1983. Mr.
Pflugfelder is sales consultant to, and prior to September 6, 1992 served as
General Manager of, the Personal Financial Security Division of Aetna Life &
Casualty Company.
JAMES R. RIEDMAN, Age: 38
James R. Riedman has been a Director of the Company since 1993 and has been
Chairman of the Board of Directors and Chief Executive Officer of the Company
since 1996. Mr. Riedman is President of Riedman Corporation, a commercial
insurance agency which obtains property and casualty insurance coverage for the
Company.
[IN ALPHABETICAL ORDER, NOMINEE NUMBER 7], Age: [number]
[Biographical sketch]
There are no family relationships among the Directors, the nominee for
Director or the executive officers of the Company.
A stockholder using the enclosed form of proxy may authorize the persons
named in the proxy to vote for all or any of the above named nominees or may
withhold from said persons authority to vote for all or any of such nominees.
The Board of Directors recommends a vote FOR fixing the number of Directors at
seven and FOR electing the nominees named above. If, for any reason, any of the
nominees named above should not be available for election as contemplated, it is
the intention of the persons named in the proxy to vote for such other person or
persons, if any, as the Board of Directors may recommend. The Board of Directors
has no reason to believe any nominees will be unavailable.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
OF THE BOARD OF DIRECTORS DURING 1997
The Board of Directors held six meetings during 1997. Each of the Directors
attended more than 75% of the total number of meetings of the Board of Directors
and any committee on which he served.
The Board has a Compensation/Pension Committee whose function is to review
executive compensation, including the grant of stock options under the Company's
Stock Incentive Plan, and matters relating to the Company's benefit plans. The
members of the Compensation/Pension Committee at the end of 1997 were Messrs.
Pflugfelder, DePerrior and Griffith. The Compensation/Pension Committee met
three times during 1997.
The Board has a Nominating Committee whose function is to select candidates
for nomination to the Board of Directors. The members of the Nominating
Committee at the end of 1997 were Messrs. Riedman, Bloomberg and William L. Fay.
The Nominating Committee did not meet during 1997. While there is no
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formal procedure established for stockholders to submit recommendations to the
Nominating Committee, the Nominating Committee will consider candidates whose
names are submitted to the Company.
The Board also has an Audit Committee whose members at the end of 1997 were
Messrs. Griffith, Harden and John B. French. The Audit Committee met twice
during 1997. In carrying out its responsibilities, the Audit Committee reviews
the Company's policies and procedures for internal accounting and financial
controls with the Company's independent auditors and with management and also
reviews the degree of cooperation extended to the auditors by Company employees.
The Committee also reviews the results of the audit of the Company's year-end
financial statements and notes.
Other functions of the Audit Committee are to recommend the selection of
the Company's independent auditors and to approve any professional service
rendered by the independent auditors after considering whether providing such
service will affect the independence of the auditors.
COMPENSATION OF DIRECTORS
Each Director receives a $500 fee for each meeting of the Board of
Directors attended. In addition, each Director who is not an officer of the
Company receives a $500 fee for each meeting of a committee of the Board
attended ($650 in the case of the committee chairman). Directors who are not
officers of the Company are also paid an annual retainer of $2,500.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by each beneficial owner
known by the Company to own 5% or more of the Common Stock, each current
Director, each nominee for Director, the Chief Executive Officer of the Company
and all Directors, nominees for Director and executive officers of the Company
as a group, as of January 27, 1998.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER JANUARY 27, 1998 JANUARY 27, 1998
--------------------------------------- ---------------- ----------------
<S> <C> <C>
Edward Bloomberg
11 Turnagain Road
Kentfield, CA 94904 129,500(1) 7.63%
Steven M. DePerrior
Burke Group
10 East Street
Honeoye Falls, NY 14472 500 *
William L. Fay(2)
Faytex Corp.
185 Libbey Parkway
Weymouth, MA 02189 14,500 *
John B. French(2)
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109 1,500 *
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER JANUARY 27, 1998 JANUARY 27, 1998
--------------------------------------- ---------------- ----------------
<S> <C> <C>
David T. Griffith
M. Griffith, Inc.
555 French Road
P.O. Box 895
New Hartford, NY 13413 51,732 3.05%
Gregory M. Harden
Harden Furniture
Mill Pond Way
McConnellsville, NY 13401 2,000 *
Gary E. Pflugfelder
500 South Salina Street
Suite 320
Syracuse, NY 13202 5,000(3) *
Warren J. Reardon III
Daniel Green Company
One Main Street
Dolgeville, NY 13329 99,071(4) 5.79%
Retirement Committee
of the Daniel Green
Company Retirement
Savings Partnership Plan
One Main Street
Dolgeville, NY 13329 186,437 10.98%
James R. Riedman
Riedman Corporation
45 East Corporation
Rochester, NY 14064 511,855(5) 29.70%
Riedman Corporation
45 East Avenue
Rochester, NY 14600 501,355(6) 29.09%
12 Named Executive Officers,
Directors and Nominee for Director
as a Group 739,387(1)(3)(4) 42.35%
(5)(6)(7)
</TABLE>
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* Less than 1%
(1) Includes 14,000 shares held by members of Mr. Bloomberg's family and 61,500
shares held by Mr. Bloomberg on behalf of clients in his capacity as an
investment advisor, as to which Mr. Bloomberg disclaims beneficial
ownership.
(2) Messrs. Fay and French are not standing for re-election as Directors.
(3) Includes 500 shares owned by a family member, as to which Mr. Pflugfelder
disclaims beneficial ownership.
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(4) Includes 12,000 shares that Mr. Reardon may purchase through exercise of
stock options granted to him under the Company's Stock Incentive Plan and
52,426 shares owned by family members, as to which Mr. Reardon disclaims
beneficial ownership. Mr Reardon resigned as a Director and as President and
Chief Operating Officer of the Company effective November 18, 1997.
(5) Includes 501,355 shares beneficially owned by Riedman Corporation, of which
Mr. Riedman is president and a director, as to which Mr. Riedman disclaims
beneficial ownership.
(6) Includes 25,000 shares that Riedman Corporation may purchase through
exercise of a stock option granted to it in on July 29, 1997 in connection
with a bridge loan to the Company.
(7) Includes 10,000 shares that Mr. Stanley W. Kabot, Treasurer of the Company,
may purchase through exercise of a stock option granted to him under the
Company's Stock Incentive Plan and 800 shares held by Mr. W. Lee Bynon, Vice
President of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
In addition to Mr. Riedman, the following persons served as executive
officers of the Company during 1997. The position with the Company and the
principal employment of each such person for the five years prior to December
31, 1997, were as follows:
Mr. Warren J. Reardon III, who served as a Director and as President and
Chief Operating Officer of the Company, resigned for personal reasons from those
positions effective November 18, 1997. Mr. Reardon has agreed to continue his
employment with the Company until his successor begins service as President. Mr.
Reardon became President of the Company on March 27, 1992 and Chief Operating
Officer on June 26, 1996; he also served as Chief Executive Officer from June
30, 1992 until June 26, 1996.
Mr. W. Lee Bynon, age 56, is Vice President, Sales of the Company. He has
served in that capacity since 1991.
Mr. Stanley W. Kabot, age 45, is Chief Financial Officer and Treasurer of
the Company. He has served in that capacity since 1996. Prior to joining the
Company, Mr. Kabot was corporate controller of Indium Corporation of America,
Inc.
COMPENSATION OF EXECUTIVE OFFICERS DURING 1997
The following information concerning annual and long-term compensation is
furnished for the years 1995, 1996 and 1997 with respect to the Chief Executive
Officer of the Company and each executive officer of the Company who received
compensation for 1997 which exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION --------------
------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
-------------------------------- ---- -------- ----- ------------ --------------
<S> <C> <C> <C> <C> <C>
Warren J. Reardon III........... 1997 $101,500(1) -0- $ 23,794(2)(3) 2,000 Shares
(President through November 18, 1996 $100,000 -0- $ 108(2) 10,000 Shares
1997; CEO through June 26, 1996) 1995 $ 96,875(4) -0- $ 108(2) -0-
James R. Riedman................ 1997 $ 25,000 -0- -0- -0-
(CEO since June 26, 1996) 1996 $ 12,500(5) -0- -0- -0-
</TABLE>
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(1) Figure reflects salary increase to $102,000 per year on April 1, 1997.
(2) Figure reflects amount of annual premiums for group term life insurance paid
by the Company ($108 in 1995 and 1996; $112 in 1997).
(3) Figure reflects cash-surrender value of life insurance policy assigned by
the Company to Mr. Reardon ($12,282) and estimated value of occupancy of
house owned by the Company ($11,400).
(4) Figure reflects salary increase to $100,000 per year on February 1, 1995.
(5) Figure reflects six months' service as CEO at an annual salary of $25,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. French, a current Director of the Company, is a partner in the law firm
of Sullivan & Worcester LLP, which serves as counsel to the Company and which
receives fees from the Company for its legal services. During 1996 and 1997, the
Company paid legal fees to Sullivan & Worcester LLP of $115,500 and $142,950,
respectively.
Mr. Fay, a current Director of the Company, is president of Faytex Corp., a
footwear industry supplier which supplies materials to the Company. During 1996
and 1997, the Company paid Faytex Corp. $83,383 and [$60,407], respectively, for
such materials.
Riedman Corporation, a commercial insurance agency of which Mr. Riedman is
President, obtains property and casualty insurance for the Company. During 1996
and 1997, the Company paid $547,631 and approximately $443,328, respectively,
for such insurance coverage. Riedman Corporation's total fees in connection with
these transactions were less than $35,000 for 1996 and $30,000 for 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who hold more than 10% of its
Common Stock to file with the Securities and Exchange Commission (the "SEC")
reports of ownership and changes in ownership of Common Stock. Officers,
directors and greater-than-10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, with respect to its 1997 fiscal year, all filing
requirements applicable to its officers, directors and greater-than-10%
shareholders were complied with, except that a report on SEC Form 4 disclosing
Mr. Harden's acquisition of 2,000 shares of the Company's common stock was filed
late.
RATIFICATION OF THE SELECTION OF AUDITORS
The Company's financial statements for the year ended December 31, 1997
were examined by Deloitte & Touche LLP, independent certified public
accountants. Deloitte & Touche LLP (or a predecessor firm) has served as the
Company's independent auditors since 1973. The Board of Directors, on the
recommendation of the Audit Committee, has appointed Deloitte & Touche LLP as
the independent auditors of the Company for 1998, subject to ratification by the
stockholders.
A representative of Deloitte & Touche LLP will be present at the meeting to
answer questions and make a statement if he desires to do so.
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The Board of Directors recommends a vote FOR the ratification of its
selection of Deloitte & Touche LLP as the Company's independent auditors.
AMENDMENT OF BY-LAWS
At its meeting on November 18, 1997, the Board of Directors amended the
By-laws of the Company relating to meetings of the stockholders of the Company
to permit such meetings, including the Annual Meeting of Stockholders, to be
held anywhere in the United States to the extent permitted by the Articles of
Organization. In addition, the Board of Directors amended the By-laws to permit
any meeting of stockholders to be adjourned from time to time by a majority of
the votes properly cast upon the question, whether or not a quorum is present,
and to permit the meeting to be held as adjourned without further notice. The
reason for the amendments is to permit meetings of the stockholders to be
conducted outside The Commonwealth of Massachusetts and to facilitate the
adjournment of stockholder meetings.
PROPOSALS FOR NEXT ANNUAL MEETING
A stockholder proposal submitted for inclusion in the proxy and proxy
statement relating to the next Annual Meeting of Stockholders of the Company
must be received by the Company no later than October 28, 1998.
STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON FEBRUARY 6, 1998 AND
BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK ARE ENTITLED TO RECEIVE A COPY
WITHOUT CHARGE OF THE COMPANY'S 1998 ANNUAL REPORT TO THE S.E.C. ON FORM 10-KSB.
STOCKHOLDERS WHO WISH TO RECEIVE A COPY OF THIS REPORT SHOULD WRITE TO: MR.
STANLEY W. KABOT, CHIEF FINANCIAL OFFICER, DANIEL GREEN COMPANY, ONE MAIN
STREET, DOLGEVILLE NEW YORK 13329.
JOHN B. FRENCH, Clerk
February , 1998
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<PAGE> 12
DETACH HERE
PROXY
DANIEL GREEN COMPANY
ANNUAL MEETING OF STOCKHOLDERS - FRIDAY, MARCH 27, 1998 AT 9:00 A.M.
The undersigned stockholder in Daniel Green Company (the "Company") hereby
appoints James R. Riedman, David T. Griffith and John B. French, or any of them,
proxies for the undersigned with all the powers the undersigned would possess if
personally present, to vote all common stock of the undersigned in the Company
at the Annual Meeting of Stockholders of said Company on March 27, 1998 and at
all adjournments thereof, upon the proposal to amend the Articles of
Organization of the Company, for the election of directors, upon the proposal to
ratify the selection of Deloitte & Touche LLP as auditors for the Company and in
their discretion upon any other matter which may properly come before said
meeting or any adjournment. The undersigned hereby revokes all previous proxies.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
INSTRUCTED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 SET FORTH ON THE
REVERSE SIDE.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
DETACH HERE
PLEASE MARK
VOTES AS IN
X THIS EXAMPLE.
---
<TABLE>
Management recommends a vote FOR items 1, 2 and 3.
--------------------------------------------------
<C> <C> <C>
1. To amend the Articles of 2. To set the number of Directors at 3. To ratify the selection of Deloitte &
Organization to permit meetings of seven and elect Directors. Touche LLP as independent auditors
stockholders to be held anywhere in for the Company.
the United States. NOMINEES: Edward Bloomberg,
Steven M. DePerrior, David T. Griffith,
FOR AGAINST ABSTAIN Gregory M. Harden, Gary E. Pflugfelder, FOR AGAINST ABSTAIN
[ ] [ ] [ ] James R. Riedman and ____________. [ ] [ ] [ ]
FOR WITHHELD
[ ] [ ]
[ ]
-------------------------------------
For all nominees except as noted
on the line above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
SIGNATURE: DATE: SIGNATURE: DATE:
----------------------- -------------------------- ------------------------- --------------------
</TABLE>
