NBTY, INC.
90 Orville Drive
Bohemia, New York 11716
January 28, 1997
To Our Stockholders:
It is our pleasure to invite you to attend the Annual Meeting of
Stockholders of NBTY, Inc. at 10:00 A.M., local time, on February 24, 1997 at
the Marriott Windwatch Hotel, 1717 Motor Parkway, Hauppauge, New York 11788.
During the meeting, in addition to considering and acting on the election
of four directors as described in the attached Proxy Statement, we will report
on NBTY's past year and our prospects for the future. Stockholders will have an
opportunity to ask questions of general interest about the affairs of the
Company.
I sincerely hope that you will join us on February 24, 1997.
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
Monday, February 24, 1997, at 10:00 A.M., local time for the following purposes:
(1) to elect Class II Directors, Scott Rudolph, Bud Solk, Murray Daly
and Nathan Rosenblatt to serve until the 2000 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 1997
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 January 27, 1997 are
entitled to notice of and to vote at the Meeting.
By order of the Board of Directors,
Scott Rudolph
Chairman of the Board,
Chief Executive Officer and President
Bohemia, New York
January 28, 1997
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 four Directors to Class II: Scott
Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt to serve until the 2000
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 1997 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 February 24, 1997, and at
any adjournments thereof. The persons named as proxies were selected by the
Board of Directors of the Company and are executive officers of the Company.
The Company anticipates first sending this Proxy Statement and the
enclosed Proxy to its stockholders on or about January 28, 1997. The Company's
Annual Report to Stockholders, which includes financial statements for the
fiscal year ended September 30, 1996 has been mailed simultaneously 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 1997
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. Under the General Corporation Law of the State of Delaware, the
state in which the Company is incorporated, an abstaining vote is deemed to be
"present" but is not deemed to be a "vote cast". As a result, abstentions and
broker "non-votes" are not included in the tabulation of the voting results on
the election of directors or issues requiring approval of a majority of the
votes cast and, therefore, do not have an effect of votes in opposition in such
tabulations. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Broker "non-votes" and the
shares as to which a stockholder abstains are included for purposes of
determining whether a quorum is present at a meeting.
All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If no instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors.
If any other matters are properly presented at the Annual Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the Annual Meeting to another time or place, the persons named in the
enclosed form of proxy and acting thereunder will have discretion to vote on
those matters in accordance with their best judgment to the same extent as the
person signing the proxy would be entitled to vote. The Company does not
currently anticipate that any other matters will be raised at the Annual
Meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A proxy may be revoked (i) by filing
with the Secretary of the Company, at or before the taking of the vote at the
Annual Meeting, a written notice of revocation or a duly executed proxy, in
either case later dated than the prior proxy relating to the same shares or (ii)
by attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not itself revoke a proxy). Any written notice of revocation
or subsequent proxy should be sent as to be delivered to NBTY, Inc., 90 Orville
Drive, Bohemia, New York 11716, Attention: Secretary, or hand delivered to the
Secretary, at or before the taking of the vote at the Annual Meeting.
A copy of the Company's Annual Report to Stockholders for the fiscal year
1996 including financial statements, has been sent simultaneously with this
Proxy Statement or has been previously provided to all stockholders entitled to
vote at the Annual Meeting.
The Company has fixed the close of business on January 27, 1997 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 September 30, 1996, the Company had
issued and outstanding 18,592,119 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
three members, Class II consisting of four 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 Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt for
election as Class II directors at the Annual Meeting. Each of the nominees are
currently serving as Class II directors of the Company.
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 abstention, 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 December 31, 1996, with
respect to each of the Company's directors and director nominees.
<TABLE>
<CAPTION>
Name and year first
became a Director Principal Occupation during
of the Company Age the past Five Years
------------------- --- ---------------------------
CLASS II - Terms Expiring at the 1997 Annual Meeting of Stockholders
<S> <C> <S>
Scott Rudolph 39 The Chairman of the Board of Directors, President,
1986 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.
Murray Daly 69 Formerly a Vice President of J. P. Egan Office
1971 Equipment Co., is currently a consultant to the
office equipment industry.
Bud Solk 62 Formerly President of Bud Solk Associates, Inc., a
1994 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 40 President and Chief Executive Officer of Ashland
1994 Maintenance Corp., a commercial maintenance
organization located in Long Island City, New
York.
CLASS III - Terms Expiring at the 1998 Annual Meeting of Stockholders
Arthur Rudolph 68 Founded the Company in 1971 and had served as the
1971 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.
Glenn Cohen 37 President of Glenn-Scott Landscaping & Design.
1988
CLASS I - Terms Expiring at the 1999 Annual Meeting of Stockholders
Aram Garabedian 61 A real estate developer in Rhode Island since
1971 1988. He had been associated with the Company for
20 years as Senior Vice President of Sales. He has
served as a Director since 1971.
Bernard G. Owen 68 President of Cafiero, Cuchel and Owen Insurance
1971 Agency.
Alfred Sacks 68 President of Al Sacks, Inc., an insurance agency.
1971
</TABLE>
The Board of Directors recommends a vote FOR the election of the Class II
Directors, Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt. In the
event that any nominee named in the Table as a Class II director is unable to
serve (which is not anticipated), the persons named in the Proxy may vote it for
another nominee of their choice.
Committees of the Board
The Audit Committee is comprised entirely of outside Directors and
recommends to the Board independent auditors to audit the Company's financial
statements; reviews the audit with the auditors and management; reviews the
Company's dealings with Directors and their affiliates; reviews the Company's
legal affairs; and consults with the auditors and management regarding risk
management and the adequacy of financial and accounting procedures and controls.
In carrying out its responsibilities, the Committee meets with the independent
auditors in executive session, without members of management present.
The Compensation Committee is comprised entirely of outside Directors and
is responsible for developing compensation policies consistent with and linked
to the Company's strategies. In addition, the Committee evaluates, in
consultation with all outside Directors, the performance of the Company's Chief
Executive Officer and recommends his compensation and that of all executive
management to the Board annually; reviews and approves all other officers'
compensation; and recommends to the Board the fees of outside Directors. The
Committee's report on executive compensation can be found on page 9.
The Nominating Committee establishes criteria for Board membership,
searches for and screens candidates to fill vacancies on the Board, recommends
an appropriate slate of candidates for election each year and, in this regard,
evaluates the performance of individual Directors, assesses the overall
performance of the Board and considers issues regarding the composition and size
of the Board. Shareholders wishing to nominate Director candidates for
consideration may do so by writing to the Secretary, NBTY, Inc., 90 Orville
Drive, Bohemia, New York 11716 and providing the candidate's name, biographical
data and qualifications.
Strategic Planning Committee which may exercise the broad powers and
authority granted to it under the Company's By-Laws.
The chart below sets forth the composition of the Board's committee as of
December 31, 1996, as well as the number of meetings each committee held in
1996.
<TABLE>
<CAPTION>
Committee Member Number of meetings in 1996
--------- ------ --------------------------
<S> <C> <C>
Audit Arthur Rudolph 2
Aram Garabedian 2
Compensation Arthur Rudolph 2
Glenn Cohen 2
Alfred Sacks 2
Strategic Scott Rudolph 4
Arthur Rudolph 4
Nominating Scott Rudolph 1
Arthur Rudolph 1
Nathan Rosenblatt 1
Bernard G. Owen 1
Murray Daly 1
</TABLE>
During 1996 the Board met four times. All Directors attended all the
meetings of the Board of Directors and of the committees of which they were
members.
Compensation of Directors
During fiscal 1996, each outside Director earned an annual retainer of
$17,500 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. Effective January 1997,
each outside Director will be paid $20,000 per year.
The Company does not offer a pension plan to its outside Directors.
Principal Stockholders and Security Ownership of Management
Except as otherwise set forth below the following table sets forth certain
information as of September 30, 1996 concerning shares of the Company's Common
Stock held by (a) each director or nominee for director of the Company, (b) each
executive officer of the Company named in the Summary Compensation Table (a
"Named Executive Officer") set forth below, (c) all directors and executive
officers of the Company as a group and (d) 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).................... 3,673,555 18.8
Arthur Rudolph(a)(b)(c)................... 671,500 3.6
Aram Garabedian(a)(b)..................... 24,000 *
Bernard G. Owen(a)(b)..................... 31,500 *
Alfred Sacks(a)(b)........................ 15,000 *
Murray Daly(a)(b)......................... 22,000 *
Glenn Cohen(a)(b)......................... 12,000 *
Bud Solk.................................. 0 0
Nathan Rosenblatt......................... 0 0
Other Named Executive Officers
------------------------------
Harvey Kamil(a)(b)........................ 718,439 3.8
Barry Drucker(a)(b)....................... 43,600 *
Other
-----
All Directors and Executive Officers
as a group (11 persons)(a)(b)(c)......... 4,801,994 23.70
NBTY, Inc. Profit Sharing Plan(a)......... 1,062,228 5.7
<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.
An asterisk (*) in the above 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> <C> <C>
Scott Rudolph 1996 474,600 275,000 5,709
Chairman of the Board, 1995 458,427 200,000 1,422
President and Chief 1994 440,092 0 3,256
Executive Officer
Harvey Kamil 1996 263,700 150,000 5,709
Executive Vice President 1995 254,383 100,000 1,178
Chief Financial Officer 1994 239,607 0 4,077
Barry Drucker 1996 263,700 150,000 5,709
Senior Vice President 1995 249,461 150,000 1,160
1994 249,519 150,000 4,016
James Flaherty 1996 154,500 25,000 5,709
Vice President 1995 145,960 25,000 834
Marketing & Advertising 1994 133,269 25,000 4,265
James H. Taylor 1996 130,295 100,000 5,709
Vice President 1995 121,191 75,000 919
Production 1994 116,539 60,000 4,300
<FN>
- --------------------
<F1> (1) None awarded during fiscal years 1994, 1995 or 1996.
</FN>
</TABLE>
Aggregate Option Exercises in Last Fiscal Year
An aggregate of 872,000 shares were issued to certain officers and
directors as a result of exercise of stock options.
Employment Agreements
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 officer's performance and an evaluation of the significance of the
executive's 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 five to 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.
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 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,
if any, may 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.
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 one
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.
Members of 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, 1991 (Base
Year) through September, 1996, 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.
[INSERT GRAPH HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------
9/91 9/92 9/93 9/94 9/95 9/96
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
NBTY, Inc.................. NBTY 100 1140 4668 2762 1496 4340
Nasdaq Stock Market--US.... INAS 100 112 147 148 204 243
Nasdaq Health Services..... INAH 100 111 129 163 172 225
</TABLE>
Nasdaq
<TABLE>
<CAPTION>
1997 1996 1995
Fiscal ---------------- ------------------ -----------------
Quarter High Low High Low High Low
------- ------ ------ -------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
First*............... 20-1/2 13-1/2 5-3/4 4 10-1/2 4-3/4
Second............... -- -- 7-13/16 4-5/8 8-3/8 5-1/16
Third................ -- -- 11-3/8 7-7/16 6-7/8 5-7/16
Fourth............... -- -- 17-7/8 9-3/8 7-1/4 5-1/2
<FN>
- --------------------
<F1> * Price through December 31, 1996.
</FN>
</TABLE>
The price of the Company's Common Stock on December 31, 1996 was 19.
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 1997 fiscal year. Representatives of Coopers &
Lybrand L.L.P. will be present at the Annual Meeting and will have an
opportunity to make a statement if 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, 1997 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.
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 urged 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: January 28, 1997
[PROXY CARD]
NBTY, Inc.
90 Orville Drive
Bohemia, New York 11716
Annual Meeting of Shareholders to be held on
February 24, 1997 @ 10:00 A.M., EST
CUSIP 628782104
DIRECTORS RECOMMEND:
A VOTE FOR ELECTION OF DIRECTORS AND A VOTE FOR PROPOSAL 2.
ELECTION OF DIRECTORS:
(1) SCOTT RUDOLPH (2) BUD SOLK (3) MURRAY DALY (4) NATHAN ROSENBLATT
[ ] FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
PLACE AN "X" IN THIS BOX [ ] AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED ABOVE.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS.
**NOTE** SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
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SIGNATURE DATE
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SIGNATURE IF HELD JOINTLY DATE
