LENED, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
DECEMBER 18, 1997
TO ALL STOCKHOLDERS:
YOU ARE HEREBY NOTIFIED THAT THE 1997 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 18, 1997 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, 1997 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, 1997
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MANAGEMENT
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
OF LENED, INC.
TO BE HELD DECEMBER 18, 1997
This statement is furnished in connection with the solicitation by
LENED, INC. (the "Company") of proxies to be voted at the 1997 Annual Meeting
of Stockholders, to be held on December 18, 1997 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, 1997. 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, 1997
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,
1997 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, 1997. 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
Company'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 4, 1997.
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Class A % of Class B % of
Name Shares Class Shares Class
---- ------- ----- ------- -----
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%
(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.
- ----------- ----------------------
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.
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Shares of Common
Stock of the
Director Company on
Name Occupation Age Since November 4, 1997
---- ---------- --- -------- ----------------
Leonard President 79 1/03/57 100 shares of Class A
Palmer * of Lened, 7,418 shares of Class B
Inc.
Joseph Secretary 75 1/03/57 100 shares of Class A
Flusfeder * and 7,418 shares of Class B
Treasurer
of Lened,
Inc.
Mark M. President 67 11/30/83 0
Byron of New
Jersey Life
and Casualty
Associates
Stephen M. President 72 11/30/83 1 share of Class B
Siegel of Town
Engineering
Corp.
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
----------------------------------------------
The Officers and Directors receive no compensation from their
services.
Proposal 2. RATIFICATION OR REJECTION OR SELECTION OF
- ----------- INDEPENDENT AUDITORS
-----------------------------------------
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
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<PAGE>
November 4, 1997. 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, 1998 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.
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, 1998.
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, 1997
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LENED, INC.
PROXY
1997 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, 1997, at the 1997
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 18, 1997, 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 1997-98; and
3) In their discretion, on any other matters which may properly come
before the meeting or any adjournment thereof.
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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,
1997.
Date _____________________, 1997
________________________________
________________________________
(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.)
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