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
..................... The Dress Barn 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)(4) 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>
THE DRESS BARN, INC.
30 Dunnigan Drive
Suffern, New York 10901
NOTICE OF ANNUAL MEETING
To the Shareholders of THE DRESS BARN, INC.
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF SHAREHOLDERS OF THE DRESS
BARN, INC. (the "Company") will be held at the Company's principal executive
offices at 30 Dunnigan Drive, Suffern, New York, on Monday, December 11, 2000 at
9:00 A.M. for the following purposes:
1. To elect two Directors;
2 To transact such other business as may properly
come before the meeting or any adjournments thereof.
Only shareholders of record at the close of business on November 1,
2000 will be entitled to notice of and to vote at said meeting.
By Order of the Board of Directors.
ELLIOT S. JAFFE
Chairman of the Board
November 10, 2000
================================================================================
NOTE: Shareholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please complete, sign and send in your proxy
promptly in the enclosed envelope so your vote can be recorded. We enclose in
this mailing the Notice of Annual Meeting of Shareholders, Proxy Statement,
Proxy and the Annual Report of the Company for the fiscal year ended July 29,
2000.
================================================================================
<PAGE>
THE DRESS BARN, INC.
30 Dunnigan Drive
Suffern, New York 10901
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of The Dress
Barn, Inc. (the "Company") in connection with the solicitation by the Company's
Board of Directors of proxies to be voted at the Annual Meeting of Shareholders
of the Company to be held on December 11, 2000, and any adjournments thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting. This Proxy Statement and the enclosed form of Proxy are first being
mailed to shareholders on or about November 10, 2000.
The Company had outstanding 18,184,686 shares of common stock on the
record date of November 1, 2000. Each share of common stock of the Company
outstanding on the record date is entitled to one vote at the Annual Meeting and
any adjournments thereof.
The cost of this Proxy Statement and of solicitation of proxies will be
borne by the Company. The shareholder may revoke any proxy at any time prior to
its exercise (such as by attending the meeting and voting in person or by
sending a letter of revocation to the Secretary of the Company).
The Company is required to have a quorum to hold the Annual Meeting. A
quorum is a majority of the outstanding shares, present or represented by proxy.
Voting is not cumulative; directors will be elected by a plurality of the votes
cast at the Annual Meeting, which means that the two nominees with the most
votes will be elected Directors. We will count only votes cast for a nominee,
except that your proxy will be voted FOR the two nominees described in this
Proxy Statement unless you instruct us to the contrary in your proxy.
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTOR AND INCUMBENT DIRECTORS
The Certificate of Incorporation of the Company provides for a
classified Board of Directors divided into three classes, each with a staggered
three-year term of office and each class of Directors as nearly equal in the
number of Directors as possible. Two Directors are to be elected at the 2000
Annual Meeting of Shareholders for three-year terms expiring at the 2003 Annual
Meeting of Shareholders. The Board has nominated Roslyn S. Jaffe and Donald
Jonas, whose terms of office as Director expire at the 2000 Annual Meeting of
Shareholders. Mark S. Handler, whose term also expires at 2000 Annual Meeting,
is not standing for reelection, and the number of directors constituting the
entire board has been reduced to six effective with the 2000 Annual Meeting.
Certain information with respect to the nominees for election as a Director and
incumbent Directors is set forth on the following page:
<PAGE>
Nominees for Election as Director
Name of Nominee and Age Director Since
------------------------ --------------
Roslyn S. Jaffe, 71...........................................1966
Donald Jonas, 71..............................................1989
ROSLYN S. JAFFE has been the Company's Secretary since 1966 and
Treasurer since 1983. Roslyn S. Jaffe is the spouse of Elliot S. Jaffe, Chairman
of the Board, and they are the parents of David R. Jaffe and Elise Jaffe,
executive officers of the Company.
DONALD JONAS has been Chairman of the Board and a Director of Lechters,
Inc., a retailer of houseware products, since 1987. Mr. Jonas is currently also
the Chief Executive Officer of Lechters, Inc.
It is intended that votes will be cast pursuant to proxies received for
the election of Roslyn S. Jaffe and Donald Jonas for a term of three years and
until their successors are duly elected and qualified.
Directors With Terms Expiring in 2001
Name of Director and Age Director Since
------------------------ ---------------
Elliot S. Jaffe, 74...........................................1966
Burt Steinberg, 55............................................1983
ELLIOT S. JAFFE, Chairman of the Board and founder of the Company, has
been Chief Executive Officer since 1966. Mr. Jaffe serves as a Director of The
Zweig Fund, Inc., The Zweig Total Return Fund, Inc. and the Smith Barney Family
of Funds.
BURT STEINBERG, President and Chief Operating Officer of the Company
since 1989, has been in charge of the Company's merchandising activities since
1982. Mr. Steinberg is also a Director of Provident Bancorp, Inc.
Directors With Terms Expiring in 2002
Name of Director and Age Director Since
------------------------ --------------
Edward D. Solomon, 69.........................................1990
Klaus Eppler, 70..............................................1993
EDWARD D. SOLOMON is President of Edward D. Solomon & Co., which
provides consulting services primarily to the retailing industry. Until 1993 he
was Chief Executive Officer of Shoe-Town, Inc.
KLAUS EPPLER has, since 1965, been a partner in the law firm of
Proskauer Rose LLP, General Counsel for the Company. Mr. Eppler is also a
Director of Bed Bath & Beyond Inc.
<PAGE>
Committees and Meetings of the Board of Directors
The Company has a standing Audit and a standing Compensation and Stock
Option Committee of the Board of Directors. Donald Jonas and Edward D. Solomon
are the members of the Compensation and Stock Option Committee and Edward D.
Solomon, Mark S. Handler and Donald Jonas are the members of the Audit
Committee. The Company does not have a nominating committee. The Compensation
and Stock Option Committee reviews and determines the Company's policies and
programs with respect to compensation of executive officers and administers the
Company's stock option plans.
The functions of the Audit Committee include reviewing financial
reports and information and the Company's systems of internal controls. The
Committee reviews the audit and the quarterly reviews conducted by the Company's
independent auditors and monitors the Company's financial reporting process and
internal control systems. During the fiscal year ended July 29, 2000 ("fiscal
2000") the Committee and the Board adopted a formal charter, which, among other
things, sets forth the scope of the Audit Committee's responsibilities and how
it carries out those responsibilities.
The Company's Board of Directors held four meetings, the Audit
Committee held four meetings and the Compensation and Stock Option Committee
held two meetings during fiscal 2000. In addition, various actions were taken by
the Board of Directors and these Committees without a meeting.
Compensation of Directors
The Company pays its Directors who were not also officers of the
Company a Director's fee of $15,000 per year for services rendered as Director.
Directors who are officers of the Company do not receive additional compensation
for their services as Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The table on the following page sets forth information regarding
ownership of the common stock of the Company as of November 1, 2000 for any
person who is known to be the beneficial owner of more than 5% of the Company's
common stock, by each of the Company's Directors and executive officers named in
the Summary Compensation Table and by all Directors and executive officers as a
group. Unless otherwise noted in the footnotes to the table, the persons named
in the table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them.
<PAGE>
Number of
Shares of
Common Stock
Beneficially Percentage
Owned of Class
Name and Address of Beneficial Owner:
Directors and Executive Officers (1):
Elliot S. Jaffe (2)............................3,897,876 21.07%
Roslyn S. Jaffe (3)..............................275,124 1.49%
David R. Jaffe (4)...............................133,400 *
Burt Steinberg (5)................................70,115 *
Edward D. Solomon (6).............................11,000 *
Klaus Eppler (7)..................................10,366 *
Mark S. Handler (8)...............................10,250 *
Donald Jonas (9)..................................10,100 *
All Directors and Executive Officers as a group
(consisting of 11 persons) (10)...............4,436,921 23.98%
* Represents less than 1% of class
Other Beneficial Owners:
Snyder Capital Management, L.P. (11)...........2,025,000 10.94%
350 California Street, Suite 1460
San Francisco, CA 94104-1436
Franklin Mutual Advisors Inc. (11).............1,288,300 6.96%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Dimensional Fund Advisors, Inc. (11)...........1,203,123 6.50%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
PRIMECAP Management Company (11)...............1,151,000 6.22%
225 South Lake Avenue #400
Pasadena, CA 91101
(1) The business address for all Directors and Executive Officers is c/o The
Dress Barn Inc., 30 Dunnigan Drive, Suffern, New York 10901
(2) Consists of 173,336 shares (0.94%) owned directly by Elliot S. Jaffe,
34,310 shares (0.19%) owned by The Jaffe Family Foundation, a New York
not-for-profit corporation (the "Foundation"), 3,655,330 shares (19.75%)
owned by Elliot S. Jaffe as trustee of a family trust (the "Trust") and
34,900 shares covered by options exercisable within 60 days of November 1,
2000. Elliot S. Jaffe, Roslyn S. Jaffe and David R. Jaffe share voting and
investment power with respect to the shares owned by the Foundation and
under the rules of the Securities and Exchange Commission (the "SEC") they
are deemed to be the beneficial owners of such shares. They disclaim
beneficial ownership of the shares owned by the Foundation. Elliot S. Jaffe
has voting and investment power with respect to the shares owned by the
Trust and under the rules of the SEC is deemed to be the beneficial owner
of such shares.
<PAGE>
(3) Consists of 240,814 shares (1.30%) owned directly by Roslyn S. Jaffe and
34,310 shares (0.19%) owned by the Foundation. See Footnote (2) above.
(4) Consists of 133,400 shares covered by options exercisable within 60 days of
November 1, 2000. See Footnote (2) above.
(5) Consists of 115 shares owned directly by Mr. Steinberg and 70,000 shares
covered by options exercisable within 60 days of November 1, 2000.
(6) Consists of 1,000 shares owned directly by Mr. Solomon and 10,000 shares
covered by options exercisable within 60 days of November 1, 2000.
(7) Consists of 300 shares owned directly by Mr. Eppler and 10,066 shares
covered by options exercisable within 60 days of November 1, 2000.
(8) Consists of 250 shares owned directly by Mr. Handler and 10,000 shares
covered by options exercisable within 60 days of November 1, 2000.
(9) Consists of 100 shares owned directly by Mr. Jonas and 10,000 shares
covered by options exercisable within 60 days of November 1, 2000.
(10) Includes shares owned by the Trust and the Foundation as well as 319,366
shares covered by options held by Directors and executive officers
exercisable within 60 days of November 1, 2000.
(11) Based solely on information set forth in Schedule 13G's or Schedule 13G/A's
filed with the Securities and Exchange Commission.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding the
compensation for each of the three fiscal years earned by the Chief Executive
Officer and the four other highest-paid executive officers of the Company as of
July 29, 2000, whose total annual salary and bonus from the Company for the year
then ended exceeded $100,000.
<TABLE>
<CAPTION>
Long-Term
` Compensation Awards
Annual Compensation Stock Options All Other
-------------------
Name and Principal Position Year Salary ($) Bonus ($) Other ($) (#) Compensation ($)
--------------------------- ---- ---------- --------- --------- --- ---- ----------------
(1) (2) (3)
<S> <C> <C> <C> <C> <C> <C>
Elliot S. Jaffe 2000 650,000 $130,000 ----- 150,000 20,144
Chairman of the Board and 1999 650,000 ----- ----- ----- 17,500
Chief Executive Officer 1998 521,000 604,200 ----- ----- 17,500
Burt Steinberg 2000 450,000 90,000 ----- 150,000 63,627(4)
President and Chief 1999 450,000 ----- ----- ----- 55,339(4)
Operating Officer 1998 350,000 170,000 ----- ----- 68,517(4)
David R. Jaffe 2000 289,000 43,677 ----- 125,000 40,208(5)
Executive Vice President 1999 289,000 ----- ----- ----- 37,760(5)
1998 275,000 49,500 ----- ----- 37,888(5)
Eric Hawn 2000 226,000 20,000 ----- 40,000 16,243
Senior Vice President 1999 226,000 ----- ----- ----- 9,000
1998 215,000 38,700 ----- ----- 9,000
Armand Correia 2000 221,000 42,255 ----- 60,000 14,656
Senior Vice President and 1999 206,000 13,260 15,000(6) ----- 8,538
Chief Financial Officer 1998 195,000 37,800 15,000(6) ----- 8,538
<FN>
(1) Includes all payments of salary and salary deferred through the Company's
Executive Retirement Plan.
(2) Includes bonuses payable under the Company's Management Incentive Plan for
the fiscal year.
(3) Amounts consist of the Company's contribution under the Company's Executive
Retirement Plan and 401(k) plan, associated insurance and additional life
insurance as part of the Company's "split-dollar" insurance program for
designated executives and officers.
(4) Includes paid life insurance premiums of $37,249 in fiscal 2000, $37,479 in
fiscal 1999 and $50,657 in fiscal 1998 paid pursuant to two "split dollar"
agreements. .
(5) Includes paid life insurance premiums of $22,466 in fiscal 2000, $27,072 in
fiscal 1999 and $27,200 in fiscal 1998 paid pursuant to a "split dollar"
agreement.
(6) Represents loan forgiveness arising out of contractual arrangements in
connection with Mr. Correia's employment by the Company in 1991. During
fiscal 2000, Mr. Correia had no indebtedness to the Company.
</FN>
</TABLE>
Burt Steinberg is employed by the Company pursuant to a one-year
employment agreement expiring August 1, which contains automatic renewal
provisions.
<PAGE>
Compensation Committee's Report on Executive Compensation
In setting compensation levels for executive officers, the Compensation
and Stock Option Committee of the Board of Directors (the "Committee") continues
to be guided by the following considerations:
- compensation levels should be competitive with compensation generally
being paid to executives in other profitable and growing specialty
retail companies of a similar size;
- each individual executive officer's compensation should, to the extent
possible, reflect the performance of the Company as a whole, the
performance of the officer's business unit, and the performance of the
individual executive;
- a significant portion of the executive officer's compensation should be
awarded in the form of stock options to closely link shareholder and
executive interests and to encourage stock ownership by executive
officers; and
- executive compensation should reflect the Company's entrepreneurial and
cost-conscious orientation.
Under the Company's Management Incentive Plan, executives of the
Company, from the level of Department Directors up through and including the
Chairman and Chief Executive Officer, are entitled to bonuses up to a prescribed
percentage of their base salaries pursuant to a formula which involves the
achievement of selected Company financial goals and individual goals related to
the performance of the officer's business unit and the individual performance of
the officer. Since the Company's financial goals for fiscal 2000 were achieved,
bonuses under the Management Incentive Plan are payable to officers of the
Company, including all of the executive officers.
In view of the results achieved during fiscal 2000, the Committee
decided upon increases in the base salaries of certain executive officers,
including $50,000 increases in the salaries of the Chairman and the President to
$700,000 and $500,000 per annum, respectively. The Committee also approved goals
under the Management Incentive Plan for fiscal 2001. Stock options are usually
granted on a three-year cycle, so that an executive or employee will ordinarily
receive a new option when 3/5ths of the previously granted option has vested.
While stock options were granted to other executives following the end of fiscal
2000, no new options were granted to any of the executive officers named in the
above table since stock options had been granted to them during fiscal 2000.
The Compensation and Stock Option Committee
Mr. Donald Jonas
Mr. Edward D. Solomon
<PAGE>
Performance Graph
The following graph illustrates, for the period from July 28, 1995 (the
Base Year) through July 29, 2000, the cumulative total shareholder return of
$100 invested in 1) The Company's common stock, 2) The S&P Composite-500 Stock
Index, 3) The S&P Specialty Apparel Retailers Index and 4) an index of four peer
companies selected by the Company, assuming that all dividends were reinvested.
The Company has chosen to use this peer group index in its performance graph
because management believes the peer group index is a better reflection of the
Company's competitors in the marketplace. The peer group consists of all other
publicly traded women's specialty apparel chains known to the Company with which
it competes directly: Cato, Charming Shoppes, Deb Shops and United Retail Group.
Catherines Stores, which was included in last year's peer group index, was
purchased by Charming Shoppes and is therefore excluded from this year's peer
group index.
The comparisons in this table are required by the Securities and
Exchange Commission and, therefore, are not intended to forecast or be
indicative of possible future performance of the Company's common stock.
COMPARISON OF CUMULATIVE TOTAL RETURN
For the period from July 28, 1995 through July 29, 2000
Cumulative Total Return
7/95 7/96 7/97 7/98 7/99 7/00
The Dress Barn Inc. 100 85 204 219 150 207
S&P 500 100 117 177 212 254 273
S&P Specialty Apparel Index 100 102 130 105 90 57
Peer Group 100 114 88 146 160 128
<PAGE>
<TABLE>
Option Grants in the Last Fiscal Year
<CAPTION>
% of Total
Options
Number of Granted To Grant Date
Options Employees Exercise Price Expiration Present
Name(1) Granted (#) in Fiscal Year ($/share) Date Value (2)
------------------------------ --------------- ----------------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C>
Elliot S. Jaffe 150,000 16.95% $14.063 8/11/2009 $948,439
Burt Steinberg 150,000 16.95% 14.063 8/11/2009 948,439
David R. Jaffe 125,000 14.13% 14.063 8/11/2009 790,366
Eric Hawn 40,000 4.52% 14.063 8/11/2009 252,917
Armand Correia 60,000 6.78% 14.063 8/11/2009 379,375
<FN>
(1) All options were granted at the market price on the date of grant, for a
term of ten years, vesting 20% per year over a five-year period.
(2) The grant date present values are estimates only, arrived at using the
Black-Scholes option pricing model with the following weighted average
assumptions as of the August 1999 grant date: risk-free interest rate of
5.83%, expected life of option of 5.0 years, expected dividend yield of 0%
and expected stock volatility of approximately 41%. For an estimate of the
impact of all stock option grants on the Company's financial results using
the Black-Scholes valuation method, see note 6 to the Consolidated
Financial Statements in the Company's Annual Report to Stockholders for the
fiscal year ended July 29, 2000.
</FN>
</TABLE>
<TABLE>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
Shares
Acquired Number of Unexercised Value of Unexercised
on Value Options In the Money
Exercise Realized at July 29, 2000 Options(1)
---------------------------- --------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ---------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elliot S. Jaffe 60,000 $ 798,100 --- 190,000 $ --- $1,462,100
Burt Steinberg 160,000 1,682,812 40,000 230,000 375,000 2,234,300
David R. Jaffe 3,600 80,137 73,400 195,000 1,017,673 1,803,600
Eric Hawn 16,000 146,505 --- 40,000 --- 262,480
Armand Correia 24,766 290,381 --- 92,767 --- 784,824
<FN>
(1) Represents the difference between the closing market price of the Company's
common stock at July 29, 2000 ($20.625 per share) and the exercise price
per share of in-the-money options multiplied by the number of shares
underlying the in-the-money options.
</FN>
</TABLE>
<PAGE>
INTEREST OF MANAGEMENT AND
OTHERS IN CERTAIN TRANSACTIONS
The Company leases five of its store locations from Elliot S. Jaffe,
Chief Executive Officer, or members of his family or related trusts. The
following table describes the terms of these leases:
Minimum
Annual
Rent Per
Store Renewal Square Square
Location Expiration Options Feet Foot
-------------- -------- -------- ------ ----
Branford, CT June 30, 2002 Until June 2012 5,000 $14.13
Norwalk, CT DB/DBW April 30, 2011 Until April 30, 2031 12,700 $11.22
Branford, CT DBW June 30, 2002 Until June 2012 4,100 $12.94
Danbury, CT June 30,2005 Until June 2015 8,000 $13.00
Such store rentals approximate the range of minimum rentals paid by the
Company on its other store leases. The store leases also contain provisions for
payment of a percentage of sales as additional rent when sales reach specified
levels. The effective rent (total rent as a percentage of sales with respect to
particular stores) for such stores is approximately eight percent. The Company
believes that the leases with such affiliated parties are on terms that are
comparable to terms the Company could obtain in arms-length negotiations with
unrelated third parties for store locations in similar geographic areas. During
fiscal 2000, the Company paid a total of approximately $392,000 in rent under
leases with the affiliated parties. Also during fiscal 2000, the Mt. Kisco lease
was mutually terminated and the Dress Barn location was closed.
Under "split-dollar" insurance agreements with trusts established by
each of Burt Steinberg and David R. Jaffe and their wives, the Company has
agreed to pay, during the life of certain life insurance policies, a portion of
the premiums on these policies which are on the joint lives of each of David R.
Jaffe and his wife and Burt Steinberg and his wife, and which have fair values
of $5 million and $3.9 million respectively (the "Insurance Policies"). The
Company is obligated to continue to pay the premiums on the Insurance Policies
until the earlier of (a) such time as the cash value of each Insurance Policy is
sufficient to pay the premiums, estimated to be approximately 8 years, or (b)
the termination of the "split-dollar" agreements. These agreements terminate on
the earliest of a number of events including (i) reimbursement to the Company of
the premiums paid by it, (ii) the resignation or retirement of the executive or
(iii) the death of the survivor of the executive and his spouse. The premiums
are estimated to be approximately $37,500 in the case of Burt Steinberg, and
$22,500 in the case of David R. Jaffe, annually. Under the "split-dollar"
agreements, the premiums paid by the Company are to be returned no later than
(a) the death of the survivor of the executive and his spouse and (b) the
surrender or termination of each Insurance Policy. Consequently, the Insurance
Policies should not result in an expense to the Company, except to the extent of
costs incurred (if any) for advancing the premiums, and for the excess (if any)
of the premiums paid by the Company over the cash surrender value of the
insurance policies.
In fiscal 2000, the Company adopted a separate "split dollar" insurance
program for all officers and certain other executives, including all of the
executive officers named in the foregoing tables, which provides for guaranteed
levels of basic life insurance payable to each individual's designee, based on
the individual's position within the Company, at no cost to the individual for
the duration of the individual's term of employment. Pursuant to these policies,
each of the executive officers named in the foregoing tables are entitled to $1
million of basic life insurance at no additional cost to them.
<PAGE>
RECEIPT OF SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Company's 2001 Annual Meeting of Shareholders, which is expected to be held in
December 2001, must be received at the Company's principal executive offices no
later than July 13, 2001, and must comply with all other applicable legal
requirements in order to be included in the Company's proxy statement and form
of proxy for that meeting.
OTHER MATTERS
Management knows of no other business that will be presented for
consideration at the Annual Meeting other than as is stated in the Notice of
Meeting. If any other business should come before the meeting, it is intended
that the proxies named in the enclosed form of proxy will have discretionary
authority to vote all such proxies in the manner they shall decide.
Solicitation may be made by mail, personal interviews, telephone and
telegraph by regularly engaged officers and employees of the Company.
Insofar as the information contained in this Proxy Statement rests
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by such persons.
It is anticipated that Deloitte & Touche LLP will act as auditors with
respect to the financial statements of the Company for the current fiscal year.
A representative of Deloitte & Touche LLP is expected to attend the Annual
Meeting. Such representative will be given the opportunity to address the
meeting and will also be available to respond to questions.
The Annual Report of the Company, including financial statements, for
fiscal 2000 is included with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
ELLIOT S. JAFFE
Chairman of the Board
The Company's Board of Directors requests that you date and sign the
enclosed proxy and return it in the enclosed, self-addressed envelope. No
postage is required if you mail it in the United States. Your prompt response
will be helpful, and we appreciate your cooperation.
