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 Section 240.14a-11(c) or
Section 240.14a-12
LENED, INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
LENED, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
DECEMBER 19, 1996
To All Stockholders:
You are hereby notified that the 1996 Annual Meeting of the
Stockholders of LENED, INC. (the "Company") will be held at the offices of
Harriet Harkavy, Esq., Suite 2310, 317 Madison Avenue, New York, New York on
December 19, 1996 at 10:00 a.m., for the following purposes:
1. To elect four (4) Directors to hold office until the next
annual meeting of stockholders and until their successors are
elected and qualify.
2. To consider and act upon the selection of the firm of Stuart M. Fried,
C.P.A. as independent auditors of the Company.
3. To consider and transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November
4, 1996 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. Accordingly, only stockholders of
record on such date will be entitled to vote at the meeting.
Whether or not you plan to attend the meeting, please complete, date,
sign and return the enclosed proxy sheet to assure representation of your
shares and a quorum of the meeting. You may revoke your proxy at any time
before it is voted, by written notice to the Company before the meeting or by
attending the meeting and voting.
By Order of the Board of Directors
Joseph Flusfeder
Secretary
Dated: November 4, 1996
<PAGE>
MANAGEMENT
PROXY STATEMENT
1996 ANNUAL MEETING OF STOCKHOLDERS
OF LENED, INC.
TO BE HELD DECEMBER 19, 1996
This statement is furnished in connection with the solicitation by
LENED, INC. (the "Company") of proxies to be voted at the 1996 Annual
Meeting of Stockholders, to be held on December 19, 1996 at 10:00 a.m.
at the offices of Harriet Harkavy, Esq., 317 Madison Avenue, New York,
New York, or at any adjournment thereof. The Company's principal
office is at 16 Schoolhouse Lane, Morristown, New Jersey 07960.
The approximate date of the mailing of this Proxy Statement is
November 20, 1996. A stockholder who submits a proxy on the
accompanying form has the power to revoke it by written notice of
revocation received by the Company at any time before it is voted. All
properly executed proxies will be voted as specified in the proxy.
Unless authority to vote is withheld or a contrary choice is specified,
proxies will be voted in favor of the proposals. Although a stockholder
may have given a proxy, such stockholder may nevertheless attend the
meeting, revoke his proxy and vote in person.
Stockholders of record at the close of business on November 4, 1996
will be entitled to receive notice of and vote at the meeting. Each
share of stock is entitled to one vote.
A copy of the financial statement of the Company as at September 30,
1996 is enclosed.
VOTING SECURITIES
The Company had 200 shares of Class A Common Stock and 18,758 shares
of Class B Common Stock outstanding and entitled to vote as of the
record date, November 4, 1996. Holders of Common Stock are entitled to
one vote per share on all matters to be brought before the meeting.
SECURITY OWNERSHIP
Set forth below is the number of shares of each class of the Com-
pany's Common Stock and the percentage of total outstanding shares
beneficially owned by each Director of the Company, all Directors and
Officers as a group and all persons beneficially owning 5% or more of
the Company's Common Stock as of November 3, 1996.
1
<PAGE>
<TABLE>
<CAPTION>
Class A % of Class B % of
Name Shares Class Shares Class
---- ------- ----- ------- -----
<S> <C> <C> <C> <C>
Leonard Palmer 100 50% 8,908(1) 47.5%
Joseph Flusfeder 100 50% 8,909(2) 47.5%
Mark M. Byron - -
Stephen M. Siegel - 1
All Directors and
Officers as a Group 200 100% 17,818 95.0%
</TABLE>
(1) Includes 1490 shares owned by Paula Palmer, wife of Leonard
Palmer, but does not include the 416 shares owned by the two
children of Mr. Palmer. Mr. Palmer disclaims beneficial ownership
of the shares owned by his wife and his two children.
(2) Includes 1491 shares owned by Lila Flusfeder, wife of Joseph
Flusfeder, but does not include the 416 shares owned by the two
children of Mr. Flusfeder. Mr. Flusfeder disclaims beneficial
ownership of the shares owned by his wife and his two children.
Proposal 1. ELECTION OF DIRECTORS.
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It is proposed that a Board of four (4) Directors be elected, each
Director to hold office until the next annual meeting of stockholders
and until his or her successor is elected and qualified. It is the
intention of the person named in the accompanying form of proxy to vote
such proxy for the election of the persons listed below unless
stockholders specifically indicate in their proxies their desire to
withhold authority to vote for elections to office. The Board of
Directors does not contemplate that any nominee will be unable to serve
as a Director for any reason, but if that should occur prior to the
meeting, the proxy holders reserve the right to substitute another
person or persons of their choice as nominee or nominees. Each nominee
who is deemed an "interested person" of the Company, as defined in the
Investment Company Act of 1940 (the "Act"), is indicated by an asterisk.
Mr. Flusfeder and Mr. Palmer are deemed "interested persons" of the
Company because each is an officer of Lened, Inc. Each person listed
below has consented to being named in the proxy and has indicated a
willingness to serve as a Director if elected.
2
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<TABLE>
<CAPTION>
Shares of Common
Stock of the
Director Company on
Name Occupation Age Since November 4, 1996
---- ---------- --- -------- ----------------
<S> <C> <C> <C> <C>
Leonard President 78 1/03/57 100 shares of Class A
Palmer * of Lened, 7,418 shares of Class B
Inc.
Joseph Secretary 74 1/03/57 100 shares of Class A
Flusfeder * and 7,418 shares of Class B
Treasurer
of Lened,
Inc.
Mark M. President 66 11/30/83 0
Byron of New
Jersey Life
and Casualty
Associates
Stephen M. President 71 11/30/83 1 share of Class B
Siegel of Town
Engineering
Corp.
</TABLE>
The Company's Board of Directors has no standing audit, nominating or
compensation committee or any committee performing similar functions.
Remuneration of Directors, Officers and Others
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The Officers and Directors receive no compensation from their
services.
Proposal 2. RATIFICATION OR REJECTION OR SELECTION OF
INDEPENDENT AUDITORS
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The Investment Company Act of 1940 requires that the Company's
independent auditors be selected by a majority of those Directors who
are not "interested persons" (as defined in the Act) of the Company;
that such selection be submitted for ratification or rejection at the
Annual Meeting of Stockholders; and that the employment of such
independent auditors be conditioned on the right of the Company, by vote
of a majority of its outstanding securities at any meeting called for
that purpose, to terminate such employment forthwith without penalty.
The Board of Directors of the Company, including those Directors who are
not "interested persons" of the Company, approved the selection of the
firm of Stuart M. Fried, CPA for the present fiscal year by Unanimous
Written Consent dated November 4, 1996. Accordingly, the selection by
the Company's Board of Directors of the firm of Stuart M. Fried, CPA as
independent auditors for the present fiscal year ending September 30,
1997 is submitted to stockholders for ratification or rejection. Apart
from its fees received as independent auditors, neither the firm of
Stuart M. Fried, CPA nor any partners thereof has a direct, or material
indirect, financial interest in the Company or affiliates of the
Company.
3
<PAGE>
The Board of Directors believes that the employment of the services
of Stuart M. Fried, CPA for the current fiscal year would be in the best
interests of the Company.
The Board of Directors, Including All "Non-Interested Directors",
Recommends That Stockholders Vote "For" Ratification of the
Selection of the Firm of Stuart M. Fried, CPA as Independent
Auditors of the Company.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may
come before the meeting. However, should any such matters properly come
before the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their
judgment on such matters.
The Company will bear the cost of soliciting proxies. In addition to
the use of the mails, proxies may be solicited personally, by telephone
or by telegraph, and the Company may pay persons holding shares of the
Company in their names or those of their nominees for their expenses in
sending soliciting material to their principals.
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Company must be received by the Company for inclusion in
the Company's proxy statement relating to that meeting at the principal
executive offices of the Company at 16 Schoolhouse Lane, Morristown, New
Jersey 07960 not later than November 1, 1997.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING
TRUSTEES AND THEIR NOMINEES
Please advise the Company, at 16 Schoolhouse Lane, Morristown, New
Jersey, whether other persons are the beneficial owners of the shares
for which proxies are being solicited from you and, if so, the number of
copies of the proxy statement, other soliciting material and Annual
Reports you wish to receive in order to supply copies to the beneficial
owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY SHEET IN THE
ENCLOSED STAMPED ENVELOPE.
DATED: NOVEMBER 4, 1996
4
<PAGE>
LENED, INC.
PROXY
1996 ANNUAL MEETING OF STOCKHOLDERS
[THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS]
The undersigned stockholder of LENED, INC. hereby appoints Harriet
Harkavy and Raymond R. Monacelli, and each of them, the attorneys and
proxies of the undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of Common Stock of LENED, INC.
standing in the name of the undersigned at the close of business on
November 4, 1996, at the 1996 Annual Meeting of Stockholders of the
Company, to be held at the offices of Harriet Harkavy, Esq., Suite 2310,
317 Madison Avenue, New York, New York at 10:00 a.m. on December 19,
1996, and at any and all adjournments thereof, with all of the powers
the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power
hereby given) to vote as indicated on the proposals, as more fully
described in the Proxy Statement for the meeting, on the following
matters:
1) FOR [ ] WITHHOLD VOTE [ ] the election of all the
following nominees for the Board of Directors to serve until
the next Annual Meeting of Stockholders and until each
successor is duly elected and qualified:
Leonard Palmer Joseph Flusfeder
Stephen M. Siegel Mark M. Byron
To withhold authority to vote for any individual nominee,
strike a line through the nominee's name. Unless authority
to vote for all the foregoing nominees is withheld, this
Proxy will be deemed to confer authority to vote for every
nominee whose name is not struck;
2) FOR [ ] AGAINST [ ] WITHHOLD VOTE [ ] the selection of
Stuart M. Fried, CPA as independent public auditors of the
Company for the fiscal year 1996-97; and
3) In their discretion, on any other matters which may properly
come before the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ELECTION OF THE PROPOSED DIRECTORS AND FOR ITEM 2.
The undersigned hereby acknowledges receipt of the Annual Report to
Stockholders, Proxy Statement, and Notice of Annual Meeting dated
November 4, 1996.
Date , 1996
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(Please sign exactly as your name
appears on the stock certificate. If
stock is registered in more than one
name, each holder should sign. When
signing as an administrator,
executor, guardian or trustee,
please add your title as such. If
executed by a corporation or
partnership, the Proxy should be
signed in full corporate or
partnership name by a duly
authorized officer or partner as
applicable.)
