NBTY, INC.
90 Orville Drive
Bohemia, New York 11716
February 20, 1996
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of NBTY, Inc. at 10:00 A.M., local time, on Monday, March 25,
1996 at the Marriott Windwatch Hotel, 1717 Motor Parkway, Hauppauge, New
York 11788.
At the meeting, in addition to considering and acting on the matter
described in the attached Proxy Statement, stockholders will have an
opportunity to ask questions of general interest about the affairs of the
Company that might be of interest to stockholders generally.
I sincerely hope that you will join us on March 25, 1996.
Very truly yours,
Scott Rudolph
Chairman of the Board
President and Chief
Executive Officer
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY
NBTY, INC.
90 Orville Drive, Bohemia, New York 11716
Notice of Annual Meeting of Stockholders
The Annual Meeting of Stockholders of NBTY, Inc. will be held at the
Marriott Windwatch Hotel, 1717 Motor Parkway, Hauppauge, New York 11788 on
March 25, 1996, at 10:00 A.M., local time, for the following purposes:
(1) to elect two Class I Directors, Aram Garabedian and
Bernard G. Owen (presently Class I Directors) and Alfred Sacks
(presently a Class II Director) to serve until the 1999 Annual
Meeting of Stockholders or until their respective successors are
duly elected and qualified.
(2) to ratify the designation by the Board of Directors of
Coopers & Lybrand L.L.P. as independent certified public accountants
to audit the consolidated financial statements of the Company for
the 1996 fiscal year.
(3) to transact such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on February 14, 1996
are entitled to notice of and to vote at the Meeting.
By order of the Board of Directors,
Scott Rudolph
Chairman of the Board
and President
Bohemia, New York
February 20, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY, AND RETURN IT TO THE COMPANY IN THE PRE-ADDRESSED ENVELOPE
PROVIDED FOR THAT PURPOSE. ANY STOCKHOLDER MAY REVOKE HIS OR HER PROXY AT
ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT TO THE
COMPANY'S SECRETARY, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
NBTY, INC.
90 Orville Drive, Bohemia, New York 11716
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
SUMMARY OF PROPOSALS TO BE CONSIDERED BY STOCKHOLDERS
Stockholders are being asked to re-elect three Directors to Class I:
Aram Garabedian and Bernard G. Owen (presently Class I Directors) and
Alfred Sacks (presently a Class II Director) to serve until the 1999
Annual Meeting of Stockholders or until their respective successors are
duly elected and qualified. The Board of Directors is divided into three
classes, Class I Directors, Class II Directors and Class III Directors.
Each Class serves for a term of three years or until their successors are
elected.
Proposal Number One is to ratify the designation by the Board of
Directors of Coopers & Lybrand L.L.P. as independent certified public
accountants to audit the consolidated financial statements of the Company
for the 1996 fiscal year.
The Board of Directors of the Company recommends a vote FOR the
above proposal and for the election of the Directors.
(This Summary is qualified in its entirety by the more detailed
information appearing within this Proxy Statement).
INFORMATION CONCERNING THE SOLICITATION
The Proxy Statement and enclosed Proxy are being furnished to all
holders of the common stock, par value $.008 per share (the "Common
Stock"), of NBTY, Inc. (the "Company"), a Delaware corporation, in
connection with a solicitation of proxies in the form enclosed by the
Board of Directors of the Company for use at the Annual Meeting of
Stockholders to be held on March 25, 1996, and at any adjournments
thereof. The persons named as proxies were selected by the Board of
Directors of the Company and are an executive officer and General Counsel,
respectively, of the Company.
The Company anticipates first sending this Proxy Statement and the
enclosed Proxy to its stockholders on or about February 20, 1996. The
Company's Annual Report to Stockholders, which includes financial
statements for the fiscal year ended September 30, 1995 is being mailed
with this Proxy Statement to stockholders entitled to vote at the Annual
Meeting. The Annual Report is not to be regarded as proxy soliciting
material.
The enclosed Proxy provides that each stockholder may specify that
his or her shares be voted "FOR" the election of the named nominees to the
Company's Board of Directors with provision to "WITHHOLD AUTHORITY" as to
all nominees or any individual nominee or nominees; and voted "FOR",
"AGAINST" or "ABSTAIN" from voting with respect to the ratification of the
designation by the Board of Directors of Coopers & Lybrand L.L.P as
independent certified public accountants to audit the consolidated
financial statements of the Company for the 1996 fiscal year. If properly
executed and returned in time for the meeting, the enclosed Proxy will be
voted as specified therein. Except with respect to broker non-votes, where
a signed Proxy is returned, but no choice is specified, the shares will be
voted "FOR" the election of each named nominee to the Company's Board of
Directors, and ratification of the Company's independent public
accountants. In accordance with Delaware law, broker non-votes will not be
counted and will be treated as not present for purposes of calculating the
vote on a proposal for which no specification is made in the Proxy.
Abstentions will be counted in tabulations of the votes cast on proposals
presented to stockholders. Execution of a Proxy given in response to this
solicitation will not affect a stockholder's right to attend the meeting
and to vote in person. Presence at the meeting of a stockholder who has
signed a Proxy does not alone revoke a Proxy. Any Proxy may be revoked by
a stockholder who attends the Annual Meeting and gives oral notice of his
or her intention to vote in person without compliance with any other
formalities. Any stockholder who executes and returns a Proxy may revoke
it by executing a subsequent Proxy or by giving written notice of
revocation to the Secretary of the Company at any time before it is voted
at the meeting.
The Company has fixed the close of business on February 14, 1996 as
the record date for determining the holders of its Common Stock who will
be entitled to notice of and to vote at the meeting. On that date, the
Company had issued and outstanding 19,477,676 shares of its Common Stock
which are the only outstanding shares of the capital stock of the Company.
Holders of the Company's Common Stock are entitled to one vote for each
share owned of record. Shares representing a majority of the votes
entitled to be cast by the holders of the outstanding shares of Common
Stock must be represented in person or by Proxy at the Annual Meeting in
order for a quorum to be present.
1. ELECTION OF DIRECTORS
The Company's Amended and Restated By-Laws provide that the members
of the Board of Directors of the Company shall be divided into three
classes and that the number of directors constituting the Board of
Directors, and each Class thereof, shall from time to time be fixed and
determined by a vote of a majority of the Company's whole Board of
Directors serving at the time of such vote. The Board of Directors is now
comprised of nine members, with Class I consisting of two members, Class
II consisting of five members and Class III consisting of two members who
shall serve until the end of each respective term, or until their
successors are duly elected and qualified. The Board of Directors has
nominated Aram Garabedian and Bernard G. Owen for election as Class I
directors at the Annual Meeting. Each of the nominees are currently
serving as Class I directors of the Company. In order to better equalize
the Board membership for each of the three Classes of Directors, it is
proposed to reclassify the Board as follows: one Class II Director whose
term now expires at the 1997 Annual Meeting of Stockholders, will be added
to Class I: Alfred Sacks will stand for election with the nominees in
Class I this year so that, if elected, his term will be co-terminus with
Class I Directors.
Directors are elected by a plurality of the votes cast at the Annual
Meeting by the holders of the shares present in person or represented by
proxy at a meeting at which a quorum is present. "Plurality" means that
the individuals who receive the largest number of votes cast are elected
as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by withholding
authority or broker non-vote) have no impact in the election of directors,
except to the extent the failure to vote for the individual results in
another individual receiving a larger number of votes.
Stockholders of the Company do not have cumulative voting rights
with respect to the election of directors. It is the intention of the
persons named in the enclosed form of Proxy to vote such Proxy "FOR" the
election of the named nominees for Class I directorships unless
authorization is withheld on the Proxy. Should any nominee be unable or
unwilling to serve as a director, which is not anticipated, it is intended
that the named proxies will vote for the election of such other person or
persons as they, in their discretion, may choose.
Information as to Director Nominees and Directors:
The following table provides information as of February 14, 1996,
with respect to each of the Company's directors and director nominees.
<TABLE>
<CAPTION>
Served as
Director of the
Name Age Position Company Since
- --------------------------------------------------------------------------
<S> <C> <S> <C>
CLASS I--Terms Expiring at the 1996 Annual Meeting of Stockholders
Aram Garabedian 60 Director 1971
Bernard G. Owen 67 Director 1971
CLASS II--Terms Expiring at the 1997 Annual Meeting of Stockholders
Murray Daly 68 Director 1971
Alfred Sacks 68 Director 1971
Scott Rudolph 38 President and Chairman 1986
Bud Solk 61 Director 1994
Nathan Rosenblatt 39 Director 1994
CLASS III--Terms Expiring at the 1998 Annual Meeting of Stockholders
Arthur Rudolph 67 Director 1971
Glenn Cohen 36 Director 1988
</TABLE>
Background
For more than the past five years, the following directors and
nominees have held the positions indicated:
Scott Rudolph is the Chairman of the Board of Directors, President,
Chief Executive Officer and is a principal shareholder of the Company. He
joined the Company in 1986. Mr. Rudolph is a Trustee of Dowling College,
Oakdale, New York.
Arthur Rudolph founded the Company in 1971 and has served as the
Company's Chief Executive Officer and Chairman of the Board of Directors
since that date until his resignation in September, 1993. In January, 1995
Mr. Rudolph agreed to act as a consultant to the Company. He remains a
member of the Board of Directors. He is the father of Scott Rudolph.
Aram Garabedian is and has been since 1988, a Senior Vice President
of BLISS Properties, a real estate firm engaged in development and
management in Rhode Island. He is also President of One Financial Center
Plaza L.L.C. He had been associated with NBTY, Inc. for 20 years as Senior
Vice President of Sales. He has served as a Director since 1971.
Bernard G. Owen is the President of Cafiero, Cuchel and Owen
Insurance Agency.
Alfred Sacks is the President of Al Sacks, Inc., an insurance
agency.
Murray Daly, formerly a Vice President of J. P. Egan Office
Equipment Co., is currently a consultant to the office equipment industry.
Glenn Cohen is the President of Glenn-Scott Landscaping & Design.
Bud Solk had been President of Bud Solk Associates, Inc., a full
service advertising and marketing agency located in Chicago, Illinois,
founded by him in 1958. Effective February, 1996, Mr. Solk's firm merged
with Chase/Ehrenberg & Rosene, Inc., an advertising and marketing
organization of which Mr. Solk became President.
Nathan Rosenblatt is the President and Chief Executive Officer of
Ashland Maintenance Corp., a commercial maintenance organization located
in Long Island City, New York.
The Board of Directors recommends a vote FOR the election of the
Class I Directors, Aram Garabedian and Bernard G. Owen and for the
election of Alfred Sacks (presently a Class II Director) to Class I. If
elected, the term of all such nominees will expire in 1999.
Committees and Meetings of the Board of Directors
The Company has established Audit, Acquisition, Nominating and
Compensation Committees to assist the Board of Directors in discharging
its responsibilities.
The Audit Committee currently consists of Scott Rudolph, Arthur
Rudolph and Aram Garabedian. The responsibilities assigned to the Audit
Committee include reviewing with the Company's independent auditors the
scope and results of the auditing engagement, review of the Company's
internal auditing procedures and adequacy of the internal controls. The
Compensation Committee reviews and determines the Company's policies with
respect to compensation of officers and directors and employee benefit
plans. Its members are Arthur Rudolph, Glenn Cohen and Alfred Sacks. The
Acquisition Committee, consisting of Scott Rudolph, Bernard G. Owen and
Murray Daly, identifies and evaluates potential acquisitions. The
Nominating Committee consists of Scott Rudolph, Arthur Rudolph and Nathan
Rosenblatt. Its function is to review nominations for executive positions.
The Company's Board of Directors held four meetings and the Audit,
Acquisition Nominating and the Compensation Committees each held one
meeting during 1995. In addition, various actions were taken by the Board
of Directors by written consent of the Directors.
Compensation of Directors
During fiscal 1995, the Company paid each of the eight Directors who
were not also officers of the Company $17,500 each, for a total of
$140,000 for services rendered as Directors. Each Director is entitled to
reimbursement for out-of-pocket expenses to attend meetings. Any Director
who is an officer of the Company did not receive additional compensation
for his services as a Director.
Principal Stockholders and Security Ownership of Management
Except as otherwise set forth below the following table sets forth
certain information as of January 29, 1996, concerning shares of the
Company's Common Stock held by (i) each director or nominee for director
of the Company, (ii) each executive officer of the Company named in the
Summary Compensation Table (a "Named Executive Officer") set forth below,
(iii) all directors and executive officers of the Company as a group and
(iv) each other stockholder owning beneficially at least 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percentage
Directors Owned Ownership
- -----------------------------------------------------------------------
<S> <C> <C>
Scott Rudolph (a)(b)(c) 3,337,686 17.14
Arthur Rudolph (a)(b)(c) 501,800 2.7
Aram Garabedian (a)(b)(e) 24,000 *
Bernard G. Owen (a)(b)(e) 41,000 *
Alfred Sacks (a)(b)(e) 24,000 *
Murray Daly (a)(b)(e) 27,000 *
Glenn Cohen (a)(b)(e) 12,000 *
Bud Solk 0 0
Nathan Rosenblatt 0 0
Other Named Executive Officers
Harvey Kamil (a)(b) 768,439 4.2
Barry Drucker (a)(b)(e) 43,600 *
Other
All Directors and Executive Officers
as a group (11 persons)(a)(b)(c) 4,779,525 24.30
Nature's Bounty, Inc.
Profit Sharing Plan (a) 1,021,806 5.25
Mathers & Company, Inc. (a)(d) 1,818,500 9.34
<FN>
- -------------------
<F1> (a) Each stockholder shown on the table has sole voting and investment
power with respect to the shares beneficially owned.
<F2> (b) Each named person or group is deemed to be the beneficial owner of
securities which may be acquired within 60 days through the
exercise or conversion of options, if any, and such securities are
deemed to be outstanding for the purpose of computing the
percentage beneficially owned by such person or group. Such
securities are not deemed to be outstanding for the purpose of
computing the percentage of class beneficially owned by any other
person or group. Accordingly, the indicated number of shares
includes shares issuable upon exercise of options (including
employee stock options) and any other beneficial ownership of
securities held by such person or group.
<F3> (c) Includes shares held in a Trust created by Arthur Rudolph for the
benefit of Scott Rudolph and others.
<F4> (d) Based on information set forth in the Schedule 13G and 13F filings
made by Mathers & Company, Inc., in September, 1994.
<F5> (e) An asterisk (*) in the table means percentage ownership of less
than one percent.
</FN>
</TABLE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation Awards(1) All Other
Annual Compensation ------------------------ Compensation:
Name and ------------------- Restricted Stock Pension Plan
Principal Position Year Salary $ Bonus $ Stock ($) Options # and 401(k) Plan
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Scott Rudolph 1995 458,427 200,000 1,422
Chairman of the Board, 1994 440,092 0 3,256
President and Chief 1993 346,077 100,000 4,212
Executive Officer
Harvey Kamil 1995 254,383 100,000 1,178
Executive Vice President 1994 239,607 0 4,077
Chief Financial Officer 1993 195,624 100,000 4,212
Barry Drucker 1995 249,461 150,000 1,160
Senior Vice President 1994 249,519 150,000 4,016
1993 207,789 50,000 4,062
James Flaherty 1995 145,960 25,000 834
Vice President 1994 133,269 25,000 4,265
Marketing & Advertising 1993 114,231 25,000 2,238
James H. Taylor 1995 121,191 75,000 919
Vice President 1994 116,539 60,000 4,300
Production 1993 98,461 48,000 2,660
<FN>
- -------------------
<F1> None awarded during fiscal 1995.
</FN>
</TABLE>
Aggregate Option Exercises in Last Fiscal Year
As a result of exercise of stock options, an aggregate of 430,000
shares were issued to certain officers and directors as a result of
exercise of stock options.
Employment Agreements
In February 1994, the Compensation Committee of the Board of
Directors recommended approval, and the Board of Directors approved
employment agreements for the two following senior officers:
Scott Rudolph, President of the Company, entered into an employment
agreement effective February 1, 1994, as amended, to terminate in January,
2004, providing for annual compensation of $450,000 with annual cost of
living index increases, bonuses and other fringe benefits accorded other
executives of the Company.
Harvey Kamil, Executive Vice President of the Company, entered into
an employment agreement effective February 1, 1994, to terminate in
January, 2004, providing for annual compensation of $250,000 with annual
cost of living index increases, bonuses and other fringe benefits accorded
other executives of the Company.
Each of the above agreements also provides for the immediate
acceleration of the payment of compensation and the registration and sale
of all issued stock, stock options and shares underlying options in the
event of a change of control, a tender offer for shares of the Company,
which offer was not authorized by the Board of Directors, or involuntary
(i) termination of employment, (ii) reduction of compensation, (iii)
diminution of responsibilities or authority.
Executive Compensation Policies
Compensation packages generally include base salary, stock options,
executive benefits, and in certain years, a performance bonus. Factors
considered have typically included the results of the performance review
of each executive officers' performance and an evaluation of the
significance of the executives' contribution. The compensation packages
have been designated to attract and retain experienced and well-qualified
executive officers who will enhance the performance of the Company.
The Company has attempted to set the base salary of its executive
officers to be competitive within the nutritional supplement industry. In
addition, base salaries have reflected the Company's operating philosophy,
strategic direction and cost-conscious orientation. The Company conducts
performance reviews to determine and adjust each executive officer's base
salary. During the past 10 years, stock options have generally been a
component of executive officers' total compensation. Since stock options
become exercisable over a ten year period, their ultimate value is
dependant on the long-term appreciation of the Company's stock price. Such
options are intended to increase executive officers' equity interests in
the Company, providing executives with the opportunity to share in the
future value they are responsible for creating. In addition to the
standard benefits package offered to its executives, the Company provides
company cars to all of its executive officers.
Profit Sharing Plan (formerly Employee Stock Ownership Plan)
The Company has a Profit Sharing Plan pursuant to which the Company
can elect to make contributions of cash and/or Common Stock to a related
trust for the benefit of all employees as defined.
NBTY, Inc. Profit Sharing Plan (formerly Employees Stock Ownership Plan
and Trust)
The basic terms of the Plan are as follows:
Eligibility
All employees of the Company, including officers, over the age
of 21 and who have been employed by the Company for one year or more
are eligible participants in the Plan.
Contributions
Contributions are made on a voluntary basis by the Company.
There is no minimum contribution required in any one year.
There will be no contributions required by an employee. All
contributions will be made by the Company at the rate of up to 15%
of the Company's annual payroll, at the discretion of the Company.
Each eligible employee receives an account or share in the Trust and
the cash and/or shares of stock contributed to the Plan each year
are credited to his or her account.
Vesting
Once an employee is eligible, a portion of the stock in his or
her account becomes "vested" each year. For all participating
employees after January 1, 1989, the vesting is as follows: less
than five years --no vesting; five or more years--fully vested.
Defined Contribution Savings Plan
The Company has adopted a defined Contribution Savings Plan qualified
under Section 401(k) of the Internal Revenue Code. The employees of the
Company who have completed six months of service and have attained the age
of twenty and one-half may elect to contribute to this plan in accordance
with the Company's guidelines. Each year the Board of Directors will vote
to determine the amount, if any, of matching contributions up to a maximum
equal to the lesser of two percent of each employee's annual gross
compensation or the amount contributed, if any, by each employee.
Compensation Committee's Report on Executive Compensation
The Company's Compensation Committee has determined generally to
retain base salary, stock options, executive benefits and performance
bonuses as components in the Company's executive compensation packages. In
setting the compensation levels for executive officers, the Committee
expects to be guided by the following considerations:
* compensation levels should be competitive with compensation
generally being paid to executives in other nutritional
supplement companies;
* a significant portion of the executive officer's compensation
may be awarded in the form of stock options to closely link
shareholder and executive interests and to encourage stock
ownership by executive officers;
* each individual executive officer's compensation should, to the
extent possible, reflect the performance of the Company as a
whole, the performance of the officers' business unit, and the
performance of the individual executive; and
* executive compensation should reflect the Company's unique,
entrepreneurial and cost-conscious orientation.
Summary
The Compensation Committee is committed to attracting, motivating
and retaining executives who will help the Company meet the increasing
challenges of the nutritional supplement industry. The Compensation
Committee recognizes its responsibility to the Company's stockholders to
increase the value of the Company's Common Stock and intends to continue
to review, establish and implement compensation policies that are
consistent with competitive practices, are based on the Company's and the
executives' performance and permit the Company to attract, motivate and
retain executives who will lead the Company.
The Compensation Committee
Arthur Rudolph, Chairman
Alfred Sacks
Glenn Cohen
The foregoing report of the Compensation Committee shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under
such Acts.
Performance Graph
The following graph illustrates, for the period from September, 1989
(Base Year) through September, 1995, the cumulative total shareholder
return of $100 invested in (1) The Company's common stock, (2) Nasdaq
Stock Market--US and (3) Nasdaq Health Services.
<TABLE>
<CAPTION>
Cumulative Total Return
9/90 9/91 9/92 9/93 9/94 9/95
- ---------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C>
NBTY, Inc. NBTY 100 63 717 2,938 1,738 941
Nasdaq Stock Market--US INAS 100 157 176 231 233 321
Nasdaq Health Services INAH 100 219 242 282 356 368
<F1> * $100 invested on 09/30/90 in stock or index--including reinvestment
of dividends. Fiscal year ending September 30.
</TABLE>
Nasdaq
<TABLE>
<CAPTION>
1996 1995 1994
Fiscal ------------ ---------------- ----------------
Quarter High Low High Low High Low
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First 5-3/4 4 10-1/2 4-3/4 21-1/2 16-1/8
Second 8-3/8 5-1/16 24-1/4 16
Third 6-7/8 5-7/16 22-1/4 7-1/4
Fourth 7-1/4 5-1/2 11-3/8 7-1/4
</TABLE>
The price of the Company's Common Stock on February 7, 1996 was 5-7/16.
The Company's Common Stock is traded over-the-counter and is
included in the Nasdaq-National Market System (symbol NBTY).
DIVIDEND POLICY
Determination as to the payment of cash or stock dividends will
depend upon the Company's results of operation, financial condition and
capital requirements and such other factors as the Company's Board of
Directors may consider.
PROPOSAL NUMBER ONE
The Board of Directors has designated Coopers & Lybrand L.L.P.,
independent certified public accountants, as auditors of the consolidated
financial statements for the year 1996. Representatives of Coopers &
Lybrand L.L.P. will be present at the Annual Meeting and will have an
opportunity to make a statement is they desire to do so and to respond to
appropriate questions.
The Board of Directors recommends that the Stockholders vote "FOR"
the designation of Coopers & Lybrand L.L.P.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Stockholder proposals for the next Annual Meeting of Stockholders of
the Company must be received at the principal executive offices of the
Company, 90 Orville Drive, Bohemia, New York 11716, not later than
December 31, 1996 in order to be included in the Company's Proxy Statement
for such meeting. All stockholder proposals should be submitted in writing
to the Secretary of the Company.
Additional Available Information
The Company is subject to information and reporting requirements of
the Securities and Exchange Act of 1934, as amended, and in accordance
therewith files periodic reports, documents and other information with the
Securities and Exchange Commission relating to its business, financial
statements and other matters. Such reports and other information may be
inspected and are available for copying at the offices of the Securities
and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. 20549.
Solicitation of Proxies
The entire expense of preparing, assembling and mailing this Proxy
Statement, the form of proxy, and other materials used in the solicitation
of proxies will be paid by the Company. In addition to the solicitation of
proxies by mail, arrangements may have been made with brokerage houses and
other custodians, nominees and fiduciaries to send proxy material to their
principals, and the Company will reimburse them for their expenses. The
extent to which this will be necessary depends entirely on how prompt
proxies are received and, for this reason, Stockholders are urges to send
their proxies without delay.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the only business which
Management intends to present or knows that others will present at the
meeting is that hereinabove set forth. If any other matter or matters are
properly brought before the meeting, or any adjournments thereof, it is
the intention of the persons named in the accompanying form of Proxy to
vote the proxy on such matters in accordance with their judgment.
Scott Rudolph
Chairman of the Board and President
Bohemia, New York
Dated: February 20, 1996
NBTY, INC.
90 Orville Drive
Bohemia, New York 11716
Proxy for Annual Meeting of Stockholders March 25, 1996
The undersigned hereby appoints Harvey Kamil and Michael C. Duban as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them, to represent and vote, as designated on the reverse, all
shares of Common Stock of NBTY, INC. (the "Company") held of record by the
undersigned on February 14, 1996, at the Annual Meeting of Stockholders to
be held on March 25, 1996 at 10:00 a.m., EST, or any adjournment thereof.
(To be Signed on Reverse Side)
[X] Please mark your
votes as in the
example.
DIRECTORS RECOMMEND A VOTE FOR ELECTION OF DIRECTORS AND A VOTE FOR PROPOSAL 2.
FOR WITHHOLD
ALL NOMINEES ALL NOMINEES NOMINEES: Aram Garabedian
1. ELECTION Bernard G. Owen
OF Alfred Sacks
DIRECTORS [ ] [ ]
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, PLACE AN "X" IN
THE WITHHOLD BOX ABOVE AND STRIKE A LINE
THROUGH THE NOMINEES NAME LISTED AT FRONT.
FOR AGAINST ABSTAIN
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS. [ ] [ ] [ ]
PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)----------------------------------------- DATE ----------------
(NOTE: Please sign exactly as your name appears hereon, executers,
administrators, trustees, etc. should so indicate when signing,
giving full title as such. If signer is a corporation, executer in
full corporate name by authorized officer. If more than one person,
all should sign.)
