<PAGE>
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
KUALA HEALTHCARE, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ 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 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:
<PAGE>
KUALA HEALTHCARE, INC.
910 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
---------------------------
Notice of Annual Meeting of Stockholders
April 5, 1999
---------------------------
To the Stockholders of KUALA HEALTHCARE, INC.
Notice is hereby given that the Annual Meeting of
Stockholders of Kuala Healthcare, Inc., will be held at the HILTON FORT LEE
Hotel, 2117 Route 4 East, Fort Lee, New Jersey on April 5, 1999 at 11 A.M.,
for the following purposes:
1. To elect six directors for the ensuing year.
2. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on
February 5, 1999 will be entitled to notice of or to vote at the meeting or
any adjournments of the meeting. The Company's transfer books will not be
closed.
IF YOU DO NOT INTEND TO BE PRESENT IN PERSON AT THE MEETING,
PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE MEETING
AND VOTE IN PERSON, THE PROXY WILL NOT BE USED.
By Order of the Board of Directors
ISRAEL INGBERMAN
Secretary
March 5, 1999
<PAGE>
PROXY STATEMENT
---------------------------
KUALA HEALTHCARE, INC.
The accompanying Proxy is solicited by the Board of Directors of
Kuala Healthcare, Inc. (the "Company"). All shares represented by proxies will
be voted in the manner designated. If no designation is made on a proxy, it
will be voted for the election of the six directors named below. This Proxy
Statement and the accompanying form of Proxy are being mailed to the Company's
stockholders on or about March 5, 1999.
REVOCATION
Execution and delivery of the enclosed proxy will not affect the
right of any person to attend the meeting and vote in person. Any stockholder
who gives a proxy has the power to revoke it at any time before it is voted by
delivery of a written instrument of revocation or a duly executed proxy
bearing a later date to the Secretary of the Company, 910 Sylvan Avenue,
Englewood Cliffs, New Jersey 07632, or at the meeting. The presence of a
stockholder at the meeting will not operate to revoke a proxy, but the casting
of a ballot by a stockholder who is present at the meeting will revoke a proxy
as to the matter on which the ballot is cast.
SOLICITATION EXPENSES
The Company will bear the cost of soliciting proxies. Proxies are
being solicited by mail and, in addition, directors, officers and employees of
the Company may solicit proxies personally or by telephone or telegraph. The
Company will reimburse custodians, brokerage houses, nominees and other
fiduciaries for the cost of sending proxy material to their principals.
VOTING SECURITIES
Only stockholders of record at the close of business on February 5,
1999 will be entitled to vote at the meeting. The outstanding voting
securities of the Company on that date were 3,409,730 shares of Common Stock.
Each of the outstanding shares is entitled to one vote. Jack Rosen, Joseph
Rosen and Israel Ingberman, who together own approximately 27% of the Common
Stock (including stock held by their spouses as custodians for their children
and by their children), intend to vote for the election to the Board of
Directors of all the nominees named in the section of this Proxy Statement
captioned "Election of Directors".
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table contains information concerning the ownership of
the Company's voting securities on February 5, 1999 by the only persons who
owned of record or, insofar as the Company is aware, owned beneficially more
than 5% of any class of the Company's voting securities:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Amount and Nature
Name and Address of
Title of Class Of Beneficial Owner Beneficial Ownership Percent of Class
- --------------------- ------------------------------------------ --------------------------- ------------------------
<S> <C> <C> <C>
Common Stock Jack Rosen 573,398 shares (a)(b) 16.8%
910 Sylvan Avenue
Englewood Cliffs, NJ 07632
Common Stock Colonial Management Associates, Inc. 176,666 shares 5.2%
1 Financial Center
Boston, MA 02111
Common Stock U.S. Management, Inc. 180,392 shares 5.3%
129 South 8th Street
Brooklyn, NY 11211
Common Stock Private Opportunity Partners, II Ltd. 258,333 shares 7.6%
201 South Biscayne Blvd., Suite 2950
Miami, FL 33131
Common Stock Israel Ingberman 290,122 shares (b)(c) 8.5%
910 Sylvan Avenue
Englewood Cliffs, NJ 07036
Common Stock Joseph Rosen 310,941 shares (b)(c) 9.1%
910 Sylvan Avenue
Englewood Cliffs, NJ 07632
</TABLE>
- --------------------
(a) Includes shares of Common Stock issuable on exercise of outstanding stock
options as follows: Mr. Rosen 266,666 shares.
(b) Includes shares of common stock held by children as follows: Jack Rosen,
48,166 shares, Joseph Rosen, 3,250 shares, and Israel Ingberman, 13,888
shares. (c) Includes 75,943 shares of Common Stock held as Custodian for
children as follows: Joseph Rosen, 48,166 shares, and Israel Ingberman,
27,777 shares.
(c) Includes 75,943 shares of Common Stock held as Custodian for children as
follows: Joseph Rosen, 48,166 shares, and Israel Ingberman, 27,777 shares.
2
<PAGE>
On February 5, 1999, Cede & Co. owned of record 2,243,147 shares of
the Company's Common Stock, constituting 65.8% of the outstanding Common
Stock. The Company understands those shares were held beneficially for various
brokerage houses, some of whom may in turn have been holding shares
beneficially for customers.
As of February 5, 1999, the Company's directors, its Chief Executive
Officer, its other executive officers whose cash compensation exceeded
$100,000 during the fiscal year ending June 30, 1998, and all its officers and
directors as a group, beneficially owned the following numbers of shares of
voting securities of the Company:
<TABLE>
<CAPTION>
Amount and Nature
of
Title of Class Name of Beneficial Owner Beneficial Ownership Percent of Class
- ----------------------- ------------------------------------------ --------------------------- ------------------------
<S> <C> <C> <C>
Common Stock Jack Rosen 573,398 shares (a)(b) 16.8%
Common Stock Carl D. Glickman 36,000 shares (a) 1.1%
Common Stock Israel Ingberman 290,122 shares (b)(c) 8.5%
Common Stock Joseph Rosen 310,941 shares (b)(c) 9.1%
Common Stock Bruce Slovin 45,333 shares (a) 1.3%
Common Stock Joseph M. Giglio 48,851 shares (a) 1.4%
Common Stock All directors and 1,304,645 shares (a) 38.2%
executive officers
as a group (6 persons)
- --------------------
</TABLE>
(a) Includes shares of Common Stock issuable on exercise of
outstanding stock options as follows: Mr. Rosen 266,666 shares;
Mr. Giglio, 38,333 shares; Mr. Glickman, 35,000 shares; Mr.
Slovin, 38,333 shares; all directors and executive officers as a
group, 384,998 shares.
(b) Includes shares of common stock held by children as follows: Jack
Rosen, 48,116 shares and Joseph Rosen, 3,250 shares and Israel
Ingberman, 13,888 shares.
(c) Includes shares of Common Stock held as Custodian for children,
as follows: Joseph Rosen, 48,166 shares, and Israel Ingberman
27,777 shares.
3
<PAGE>
ELECTION OF DIRECTORS
Nominees for Election
It is the intention of the people named in the accompanying proxy to
vote for the following people as directors of the Company (except as otherwise
directed in proxies which are submitted), to hold office until the next annual
meeting of stockholders and until their successors are elected and qualify:
Served on
the Board of
Directors
Name Age Since
---- --- ------------
Jack Rosen............................. 52............................1981
Joseph Rosen........................... 47............................1981
Israel Ingberman....................... 52............................1981
Joseph Giglio.......................... 57............................1981
Bruce Slovin........................... 62............................1988
Carl D. Glickman....................... 72............................1989
Jack Rosen has served as the Chief Executive Officer (the President
or Chairman of the Board) and as a Director of the Company since its
incorporation in 1981 and of its subsidiaries from their respective dates of
incorporation, the first of which was in 1976. Mr. Rosen is also the President
and a Director of CompreMedx Corporation ("CompreMedx"), an 89.1%-owned
subsidiary of the Company, and the Chairman of the Board of Directors and
Chief Executive Officer of Infu-Tech, Inc. ("Infu-Tech"), a 58% owned
subsidiary of the Company. He is actively engaged, together with Joseph Rosen
and Israel Ingberman, who are officers and directors, and along with Jack
Rosen, are the three principal stockholders of the Company (the "Principal
Stockholders"), in a variety of enterprises, including real estate development
and hotel ownership (the "Rosen-Ingberman Enterprises"). Jack Rosen is the
brother of Joseph Rosen.
Joseph Rosen has served as a Vice President and as a Director of the
Company since its incorporation in 1981 and as a director and officer of all
its subsidiaries (including CompreMedx and Infu-Tech) from their respective
dates of incorporation. He is actively engaged, together with the other
Principal Stockholders, in the Rosen-Ingberman Enterprises. He is the brother
of Jack Rosen.
Israel Ingberman has served as Secretary, Treasurer and as a Director
of the Company since its incorporation in 1981 and as a director and officer
of all its subsidiaries (including CompreMedx and Infu-Tech) from their
respective dates of incorporation. He is actively engaged, together with the
other Principal Stockholders, in the Rosen-Ingberman Enterprises.
Joseph M. Giglio has been a director of the Company since January
1983 and is also a Director of Infu-Tech. Since December 1993, he has been
serving as the Chairman of Apogee Research, Inc., an infrastructure consulting
firm. From December 1993 until August 1994, he was the Senior Advisor to the
First Southwest Company. From April 1992 to November 1993, he was an Executive
Vice President of Smith Barney & Co. And from June 1991 to April 1992, he was
a Managing Director of that firm. From
4
<PAGE>
January 1990 to June 1991, he was the President of Chase Municipal Securities,
Inc., an affiliate of The Chase Manhattan Bank, N.A. From August 1988 through
December 1989, Mr. Giglio was a Senior Vice President at Chase Securities, Inc.
in the Municipal Finance Division. For more than five years prior to joining
Chase, Mr. Giglio was the Senior Managing Director of the Public Finance
Department at Bear Stearns & Co., Inc. Mr. Giglio served as Chairman of the
National Council on Public Works Improvement, which released its final report,
"Fragile Foundation," in February 1988. Mr. Giglio chaired the U.S. Senate
Budget Committee's Private Sector Advisory Panel on Infrastructure Financing.
He serves on the board of directors of The Hudson Institute. Mr. Giglio has
served as an Associate Professor of Finance at New York University. He is a
graduate of Rutgers University, and holds a Master of Public Administration
degree from New York University and a Master's degree in Business from
Columbia University.
Carl D. Glickman has been a director of the Company since August 1989
and is also a Director of Infu-Tech. Since 1953, he has been the president of
The Glickman Organization, a real estate ownership and management company. In
addition, Mr. Glickman is a director of Bear Stearns Companies, Inc.
(an investment banking company), Jerusalem Economic Corporation (an Israeli real
estate company), Alliance Tyre and Rubber Co. (an Israeli tire manufacturer),
Lexington Corporate Properties, Inc. (a real estate investment trust), and
Office Max, Inc. (an office supply retailer).
Bruce Slovin has been a Director of the Company since June 1988 and
is also a Director of Infu-Tech. Mr. Slovin is a graduate of Harvard Law
School and Cornell University. Since 1980, he has been president and a
director of MacAndrews & Forbes Group, Inc., an industrial holding company.
Since 1985, he has been president and a director of Revlon Group Incorporated,
a consumer products holding company. In addition, Mr. Slovin is a director of
Andrews Group Incorporated (industrial holding company), M&F Worldwide Corp.,
(producer of licorice extract and other flavoring agents) and Cantel
Industries, Inc. (distributor of medical equipment).
Vote Required
The election of a director requires a plurality of the votes cast for
the position on the Board of Directors. Because no minimum vote is required,
shares which are present at the meeting but are not voted (whether due to
abstentions or otherwise) will not directly affect the outcome of the
election.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation received during each
of the years ended June 30, 1998, 1997 and 1996, by the Company's chief
executive officer and its other executive officers whose annual salary and
bonus during fiscal 1998 totaled more than $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
---------------------------------- -----------------------------------
Awards Payouts
-----------------------------------
Other
Annual Restricted All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
------------------ ---- ------ ----- ------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Rosen, Chairman, 1998 400,000* 792,000* (1)
President and Chief 1997 368,000* 150,000* 100,000
Executive Officer 1996 300,000* None None None None None None
Israel Ingberman, Treasurer, 1998 150,000 3,333
Secretary and President of 1998 150,000 None None None None None None
TNS Nursing Homes, Inc. 1996 150,000
</TABLE>
* Includes compensation paid by Infu-Tech
(1) As of March 5, 1999, only $25,000 of this bonus had been paid.
Directors' Fees
Since 1993, the directors have waived directors' fees (which, prior
to 1993, had been paid to directors who were not employees at the rate of
$10,000 plus $500 for each directors' meeting attended). Since 1994 Directors
have received options in consideration of their waiver of directors fees. In
January 1998 the Board of Directors approved the annual grant of options to
purchase 10,000 shares of the Company's common stock to each of the
independent directors.
6
<PAGE>
Option Plans
The following table sets forth certain information with regard to
options granted during the year ended June 30, 1998 to the Company's Chief
Executive Officer and its other executive officers whose salary and bonus from
the Company during fiscal 1998 totalled more than $100,000:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants For Option Term
- -------------------------------------------------------------------------------------------------- --------------------------
Number of Percent of Total
Securities Options/SARs
underlying Granted to
option/SARs Employees in Exercise or Base
Name Granted (#) Fiscal Year(%) Price($/Sh) Expiration Date 5% ($) 10% ($)
---- ----------- -------------- ---------------- --------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Jack Rosen 100,000 44 5.82 1/26/03 160,800 355,300
Israel Ingberman 3,333(1) 1.5 7.98 01/15/08 16,700 42,400
</TABLE>
The following table sets forth certain information with regard to
exercises of options and SARs during year end June 30, 1998 and options held
at June 30, 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options/SARs Options/SARs
at Fiscal Year-End* at Fiscal Year End
(#) ($)**
Shares Value ------------------- -------------------
Acquired on Realized Exercisable(E)/ Exercisable(E)/
Name Exercise (#) ($) Unexercisable(U) Unexercisable(U)
---- ------------ -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Jack Rosen -- -- 166,667(E)(1) $750,000(E)
100,000(U) 168,000(U)
Israel Ingberman -- -- 0(E) 0(E)
3,333U) 0(U)
</TABLE>
* The Corporation has not granted any SARs.
** Based upon the amount by which the high bid price of the Company's common
Stock on June 30, 1998 ($7.00 per share) exceeded the exercise price of
the options.
(1) Adjusted to give effect to a 1-3 reverse stock split in January, 1998.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Transactions between the Company and members of its Board of
Directors during fiscal 1998 were as follows:
In 1990 a dispute over management fees between the Company and three
nursing homes partially owned by the Principal Stockholders was resolved by
the nursing homes' agreeing to pay a total of $1,940,000. Payments, with
interest, were made over the following years. In June 1997, most of the
remaining balance was paid with a $300,000 credit, which arose because the
purchase price obtained by the Company for the sale of one of its properties
was enhanced by $300,000
7
<PAGE>
due to a simultaneous sale of a property owned by the Principal Stockholders to
the same buyer. The remaining balance was paid prior to June 1998.
At June 30, 1998, there remains a balance due to the Company of
$246,000 from two entities owned by the Principal Stockholders for prior
services rendered and from loans to the entities from various corporations
which now are subsidiaries of the Company, but which were not owned by the
Company when the loans were made.
During fiscal 1998, the Company (including its Infu-Tech subsidiary)
was charged $31,000 by a corporation owned by Jack Rosen for use of an
airplane owned by that corporation. The Company believes the rates it was
charged for use of that airplane were lower than those which would have been
available from an independent charter company for use of a similar airplane.
During fiscal 1998, Carl Glickman, a director of the Company and
Infu-Tech, was paid $54,000 by the Company for financial consulting fees.
REPORT OF THE COMPENSATION COMMITTEE
During the year ended June 30, 1998, the Company's Compensation
Committee reviewed and approved the compensation of the Chairman of the Board.
Compensation of the Company's senior executive officers, other than its
Chairman of the Board, was set by the Chairman of the Board.
Stock options have been granted by a committee of the Company's Board
of Directors, of which the Chief Executive Officer is not a member. During
January 1998, the Chief Executive Officer was granted an option to purchase
100,000 shares (adjusted for a one-for-three reverse stock split) of common
stock of the Company. During February 1998, the Compensation Committee
approved the grant of stock options to Joseph Rosen and Israel Ingberman to
purchase 3,333 common shares each (adjusted for the one-for-three reverse
split of its common stock). A total of 118,300 stock options were granted in
1998 to persons other than the Chief Executive Officer. These options were
granted to provide the employees to whom they were granted with incentives
related to the performance of the Company's stock.
In October 1996, the Chief Executive Officer's employment agreement
was renegotiated and extended to July 31, 2000 (in August 1995, it had been
renegotiated and extended to July 1998). The salary was set at $400,000
(including compensation paid by Infu-Tech). The agreement includes a bonus
provision (negotiated in 1995) based upon (a) 2% of the Company's net income
and (b) 2% of the amount of any increase over 300% in the total value of the
Company's stock over a May 1995 base (with the number of shares used in the
computation fixed at the number of shares which were outstanding in May 1995
regardless of how many shares are actually outstanding). In June 1998, the
Chief Executive Officer became entitled to a bonus of $684,100, of which
$25,000 has been paid. He also became entitled to a bonus of $108,000 from the
Company's Infu-Tech subsidiary under a similar program. The renegotiation and
extension of the employment agreement, as well as the bonus, were proposed by
the non-employee directors of the Company in recognition of the Company's
performance as of the year-ended June 30, 1996.
In January 1994, the Chief Executive Officer was granted a seven-year
option to purchase 500,000 shares of the Company's Common Stock for $1 per
share. This option was proposed by the non-employee directors of the Company
in recognition that a 1993 financial restructuring of the Company, which
included the issuance of common and preferred stock in exchange for debt, had
substantially reduced the percentage of the Company's stock owned by the Chief
Executive Officer. These directors felt that, in view of the substantial effort
that restructuring required, and the substantial benefit to the Company from the
restructuring, it would be appropriate to give the Chief Executive Officer an
option which, if exercised, would restore the Chief Executive Officer's stock
ownership to approximately the same percentage of the outstanding Common Stock
that he owned before the restructuring (approximately 16%).
During 1992, in anticipation of a public offering of stock of
Infu-Tech, Inc. which reduced the Company's ownership of Infu-Tech from 100%
to 58%, it was decided that Infu-Tech would pay the Chief Executive Officer
$100,000
8
<PAGE>
per year for acting as chief Executive Officer of Infu- Tech, and
that his salary from the Company would be reduced by that amount. This
allocation of the Chief Executive Officer's salary between the Company and
Infu-Tech was approved by the Board of Directors of Infu-Tech, which at the
time consisted of the Chief Executive Officer of the Company and the other two
Principal Stockholders (one of whom is the Chief Executive Officer's brother).
At the time the Board of Directors of the Company voted to approve the public
offering of Infu-Tech stock, it was aware that the Chief Executive Officer's
total compensation from the Company and Infu-Tech would remain at $300,000 per
year, with $200,000 paid by the Company and $100,000 paid by Infu-Tech.
Although the Board of Directors of the Company was not asked to take action
with regard to this arrangement, it did not object to it.
CARL GLICKMAN
BRUCE SLOVIN
JOSEPH GIGLIO
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Kuala Health Care, Dow Jones Equity Market Index and Dow Jones
HealthCare Providers Index
[chart]
6/30/93 6/30/94 6/30/95 6/28/96 6/30/97 6/30/98
------- ------- ------- ------- ------- -------
Kuala Health Care 100 89 89 181 256 222
Dow Jones Equity Market Index 100 101 127 160 214 280
Dow Jones Health Care Providers 100 146 155 206 253 219
The Health Providers Index is made up of companies who are operators of
hospitals, nursing and convalescent homes, long-term care facilities and in-home
health services.
10
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors met six times during the year-ended
June 30, 1998. All the directors attended at least 75% of the meetings of the
Board and of the committees on which they served, except Mr. Giglio, who
attended three Board meetings, and Mr. Ingberman, who attended four Board
meetings. The Company has an Audit Committee consisting of Joseph Giglio, Carl
D. Glickman and Bruce Slovin. The principal functions of this Committee are
reviewing arrangements for and scope of the engagement of the Company's
independent auditors and reviewing with those auditors any concerns they may
have about the Company's financial reporting or internal controls. The Audit
Committee met twice during calendar year 1998. The Company has a Compensation
Committee consisting of Joseph Giglio, Carl D. Glickman and Bruce Slovin. The
principal functions of this committee are to review and approve the
compensation of the Chief Executive Officer and review the compensation of the
other officers of the Company. The Compensation Committee met two times during
1998. There also is a subcommittee of the Board of Directors which considers
and grants stock options, consisting of Jack Rosen, Joseph Rosen and Israel
Ingberman. The subcommittee informally met several times in fiscal 1998. No
formal meetings were held by the subcommittee. All members of the subcommittee
attended all the informal meetings.
FILING OF REPORTS
To the best of the Company's knowledge, no director, officer, or
beneficial owner of more than 10% of the Company's stock failed to file on a
timely basis reports required by Section 16(a) of the Securities and Exchange
Act of 1934, as amended, during the year ended June 30, 1998.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick audited the accounts of the Company for the year
ended June 30, 1998. The Company has not yet determined who will audit its
accounts for the year ending June 30, 1999.
A representative of KPMG Peat Marwick is expected to be present at
the stockholders meeting, will be given an opportunity to make a statement if
so desired and will be available to respond to appropriate questions.
OTHER MATTERS
The management knows of no matters other than the ones described
above which will be presented for action at the meeting. If any other matters
properly come before the meeting, or any adjournments, the people voting the
management proxies will vote them in accordance with their best judgement.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented at the 1999 Annual
Meeting must be received not later than November 5, 1999. Proposals should be
addressed to the Secretary of the Company, 910 Sylvan Avenue, Englewood Cliffs,
11
<PAGE>
New Jersey 07632 and should be sent Certified Mail-Return Receipt Requested.
By order of the Board of Directors
ISRAEL INGBERMAN
Secretary
