<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CCA INDUSTRIES, 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):
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CCA INDUSTRIES, INC.
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 15, 1997
------------
To The Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), will be
held on July 15, 1997, at 4 p.m. at the Grand Hyatt Hotel, Park Avenue at
Grand Central Station, New York, New York, for the following purposes:
MANAGEMENT PROPOSALS
1. To elect directors to serve on the Board of Directors for the ensuing
year.
2. To approve the appointment of Sheft Kahn & Company L.L.P. as the
Company's independent certified public accountants for the fiscal year ending
November 30, 1997.
OTHER MATTERS
To transact such other business as may properly come before the meeting or
any adjournment thereof.
* * *
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
Only shareholders of record at the close of business on June 10, 1997 are
entitled to notice of the meeting, and to vote at the meeting and at any
continuation or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Ira W. Berman,
Corporate Secretary and Chairman of
the Board
East Rutherford, New Jersey
June 10, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES AND IN THE ENVELOPE PROVIDED
THEREFOR.
<PAGE>
CCA INDUSTRIES, INC.
EAST RUTHERFORD, NEW JERSEY 07073
------------
PROXY STATEMENT
------------
The enclosed proxy is solicited on behalf of the Board of Directors of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), for use
at its Annual Meeting of Shareholders to be held on July 15, 1997, at 4 p.m.
Shareholders of record on June 10, 1997 will be entitled to vote. The meeting
will be held at the Grand Hyatt Hotel, Grand Central Station, New York, New
York.
The Company intends to mail this Proxy Statement, and the Company's Annual
Report for the 1996 fiscal year, on or about June 13, 1997.
I. GENERAL
A. VOTING
There are two classes of stock authorized by the Company's Certificate of
Incorporation; Common Stock and Class A Common Stock. On May 23, 1997, there
were 7,208,551 total shares outstanding; consisting of 6,017,321 shares of
Common Stock and 1,191,230 shares of Class A Common Stock.
Owners of Common Stock and owners of Class A Common Stock are entitled to
one vote for each share of stock held, and voting on all matters other than
the election of directors is as though all such stock were Common Stock.
Moreover, except in respect of the election of directors (as hereinbelow
described), the Common Stock and Class A Common Stock, and attendant rights of
each, are equivalent.
The holders of Common Stock have the right to elect three directors, and the
holders of Class A Common Stock have the right to elect four. In a particular
election, each holder of Common Stock is entitled to vote the number of shares
held for as many persons as there are directors then to be elected by holders
of Common Stock, and each holder of Class A Common Stock is entitled to vote
shares held for as many persons as there are directors then to be elected by
holders of Class A Common Stock.
A quorum, counting proxies and shares represented in person, is necessary to
the voting upon proposals proposed by Management, and other business that may
properly come before the 1997 Annual Meeting. Fifty percent (50%) of all
outstanding shares constitutes a quorum for all purposes other than the
election of directors. In respect thereof, fifty percent (50%) of the
outstanding shares of Common Stock is a quorum for the election of directors
to be elected by holders of Common Stock, and fifty percent (50%) of the
outstanding shares of Class A Common Stock is a quorum for the election of
directors to be elected by holders of Class A Common Stock.
Nonvoting of shares (whether by abstention, broker non-vote or otherwise),
other than the potential effect of denying a quorum, has no impact on voting.
<PAGE>
B. SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND 5% OWNERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock and/or Class A Common Stock as of May 23, 1997
by (i) all those known by the Company to be owners of as much as five (5%)
percent of the outstanding shares of Common Stock or Class A Common Stock,
(ii) each officer and director who is an owner, and (iii) all officers and
directors as a group. Unless otherwise indicated, each of the shareholders has
sole voting and investment power with respect to the shares owned (subject to
community property laws, where applicable), and is beneficial owner of them.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OWNED:
----------------- OWNERSHIP
COMMON PERCENTAGE
NAME AND ADDRESS STOCK CLASS A (ALL SHARES)
---------------- ------- --------- ------------
David Edell............... 123,300 557,615 9.45
<S> <C> <C> <C>
c/o CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073
<CAPTION>
Ira W. Berman............. 128,300 534,615 9.20
<S> <C> <C> <C>
c/o CCA Industries, Inc.
<CAPTION>
Jack Polak................ 25,000 47,700 1.01
98 Park Avenue
New York, NY 10016
Dunnan Edell.............. 51,250 0 0.71
c/o CCA Industries, Inc.
Drew Edell................ 51,250 0 0.71
<S> <C> <C> <C>
c/o CCA Industries, Inc.
<CAPTION>
Sidney Dworkin............ 50,000 0 0.70
<S> <C> <C> <C>
1550 No. Powerline Road
Pompano, FL 33069
<CAPTION>
Officers and Directors as
a group (9 persons) ...... 429,100 1,139,930 21.77
</TABLE>
- --------
(1) David Edell, Ira Berman and Jack Polak own over 95% of the outstanding
shares of Class A Common Stock. Messrs David Edell, Dunnan Edell and Ira
Berman are officers and directors. Mr. Drew Edell is an officer. Messrs
Polak and Dworkin are directors.
2
<PAGE>
C. EXECUTIVE COMPENSATION
i. Summary Compensation Table
The following table summarizes compensation earned in 1996, 1995 and 1994 by
the Chief Executive Officer and all other executive officers (the "named
officers") who were paid as much as $100,000 in 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- --------------------------
NUMBER
OF SHARES
ALL OTHER COVERED BY OTHER
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS LONG-TERM
POSITION YEAR SALARY BONUS COMPENSATION(1) GRANTED(2) COMPENSATION
------------------ ---- -------- -------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
David Edell............. 1996 $337,080 $131,896 $21,560 0 0
President and Chief 1995 318,000 63,600 18,456 0 0
Executive Officer 1994 300,000 185,990 13,571 0 0
Ira W. Berman........... 1996 337,080(3) 131,896 22,876 0 0
Secretary and Executive 1995 318,000(4) 63,600 17,096 0 0
Vice President 1994 300,000(4) 185,990 11,609 0 0
Dunnan Edell............ 1996 185,096 25,000 15,659 0 0
Executive Vice 1995 175,000 3,365 13,440 0 0
President--Sales 1994 175,000 50,000 9,498 25,000 0
Drew Edell.............. 1996 112,100 15,000 12,063 0 0
Vice President-- 1995 98,000 1,885 2,925 0 0
Manufacturing 1994 98,000 30,000 1,973 25,000 0
Steven Manenti.......... 1996 300,000 0 24,485 100,000 0
Sr. Vice President-- 1995 0 0 0 0 0
Sales 1994 0 0 0 0 0
</TABLE>
- --------
(1) Includes the personal-use value of Company-leased automobiles, the value
of Company-provided life insurance, and health insurance that is made
available to all employees, plus directors fees.
(2) Information in respect of stock option plans appears below in the sub-
topic, Employment Contracts/Executive Compensation Program.
(3) Includes $110,046 paid to the law firm of Ira W. Berman & Associates, P.C.
(4) Includes $99,396 paid to the New York City law firm of Berman & Murray,
where Mr. Berman was the Senior Partner through 1995.
ii. 1996 Option Grants, Fiscal Year Option Exercises, Year-End Option
Valuation, Option Repricing
<TABLE>
<CAPTION>
FISCAL 1996 OPTION GRANTS
-----------------------------
% OF
NUMBER OF TOTAL POTENTIAL
UNDERLYING OPTIONS EXPIRATION REALIZABLE
SHARES GRANTED DATE VALUES(1)
---------- ------- ---------- ----------------
5% 10%
------- --------
<S> <C> <C> <C> <C> <C>
Mr. Manenti...................... 100,000 100 Dec., 2000 $94,334 $239,062
</TABLE>
- --------
(1) The "Potential Realizable Values" are the dollar values that would be
realized at the option-expiration date assuming appreciation as the U.S.
Securities And Exchange Commission requires for the example (i.e., at 5% and
10% per annum). In all events, these assumed rates and values and are not
intended to forecast any stock appreciation. Actual gains, if any, are
dependent upon the actual future performance of the Company and the Common
Stock, and overall economic conditions.
3
<PAGE>
Other than those to Mr. Manenti, no options were granted or issued to named
officers in the fiscal year ended November 30, 1996. The next table identifies
1996 fiscal-year option exercises by named officers, and reports a valuation
of their options.
FISCAL 1996 AGGREGATED OPTION EXERCISES
AND NOVEMBER 30, 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
COVERED BY UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED VALUE NOVEMBER 30, NOVEMBER 30,
ON EXERCISE REALIZED 1996 1996(1)
----------- -------- ------------ ------------
<S> <C> <C> <C> <C>
David Edell...................... 100,000 $116,600 497,500 $854,969
Ira W. Berman.................... 100,000 116,600 492,000 845,000
Dunnan Edell..................... 48,600 61,520 25,000 0
Drew Edell....................... 50,000 107,350 25,000 0
Steven Manenti................... 0 0 100,000 81,250
</TABLE>
- --------
(1) Represents the difference between a greater market price and the
respective exercise prices of options at November 30, 1996.
REPRICED OPTIONS
The following table identifies the stock options held by the named officers,
the exercise prices of which have been reduced during the past 10 years.
<TABLE>
<CAPTION>
ORIGINAL
NUMBER GRANT ORIGINAL DATE NEW
OF SHARES DATE PRICE REPRICED PRICE
--------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
David Edell................ 100,000 1/90 $1.50 3/91 .625
Ira W. Berman.............. 100,000 1/90 1.50 3/91 .625
David Edell................ 100,000 3/90 .75 3/91 .625
Ira W. Berman.............. 100,000 3/90 .75 3/91 .625
David Edell................ 200,000(2)(3) 2/86 1.59(2)(3) 12/87(1) .55
Ira W. Berman.............. 200,000(2)(3) 2/86 1.59(2)(3) 12/87(1) .55
David Edell................ 197,500(3) 2/87 2.50(3) 12/87(1) .50
Ira W. Berman.............. 192,000(3) 2/87 2.50(3) 12/87(1) .50
</TABLE>
- --------
(1) In fact, these are options that were canceled and replaced. In respect
thereof, the original price and new price columns represent the canceled
option price and the "replacement' option price.
(2) Represents 101,235 "Nonqualified Stock Options" at $1.38 per share, and
98,765 "Employee Incentive Stock Options" at $1.80 per share.
(3) These options were canceled and 185,000 Employee Incentive Stock Options
at $.55 and 15,000 such options at $.50 were issued to Mr. David Edell and
to Mr. Berman.
iii. Executive Compensation Principles; Audit and Compensation Committee
The Company's Executive Compensation Program is based on guiding principles
designed to align executive compensation with Company values and objectives,
business strategy, Management initiatives, and financial performance. In
applying these principles the Audit and Compensation Committee of the Board of
Directors, comprised of David Edell, Ira W. Berman, Stanley Kreitman and Jack
Polak, endeavors to:
. Reward executives for long-term strategic management and the enhancement
of shareholder value.
. Integrate compensation programs with the Company's annual and long-term
strategic planning.
4
<PAGE>
. Support a performance-oriented environment that rewards achievement of
Company goals, and performance by the Company as compared to performance
throughout the industry in which it competes and the economy in general.
iv. Employment Contracts/Compensation Program
The total compensation program consists of both cash and equity based
compensation. The Audit and Compensation Committee (the "Committee")
determines the level of salary and bonuses, if any, for key executive officers
other than Messrs. David Edell and Ira Berman. The Committee determines the
salary or salary range based upon competitive norms. Actual salary changes are
based upon performance.
Bonuses (see the Summary Compensation Tables), other than Mr. David Edell's
and Mr. Berman's, were awarded in consideration of the Company's performance
during 1996.
On March 17, 1994, the Board of Directors approved 10-year employment
contracts for David Edell and Ira Berman (with Mr. Edell and Mr. Berman
abstaining). Pursuant thereto, each was provided a base salary of $300,000 in
fiscal 1994, with a year-to-year CPI or 6% increment, and each is paid 2 1/2%
of the Company's pre-tax income, less depreciation and amortization, plus 20%
of the base salary, as bonus.
Long-term incentives are provided trough the issuance of stock options.
v. Stock Option Plans
The Company's 1984 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1986 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1994 Stock Option Plan covers 1,000,000 shares of its Common
Stock.
The 1994 Option Plan provides (as had the 1984 and 1986 plans) for the
granting of two (2) types of options: "Incentive Stock Options" and
"Nonqualified Stock Options". The Incentive Stock Options (but not the
Nonqualified Stock Options) are intended to qualify as "Incentive Stock
Options" as defined in Section 422(a) of The Internal Revenue Code. The Plans
are not qualified under Section 401(a) of the Code, nor subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Options may be granted under the plan to employees (including officers and
directors who are also employees) and consultants of the Company, provided,
however, that Incentive Stock Options may not be granted to any non-employee
director or consultant.
The plan is administered and interpreted by the Board of Directors. (Where
issuance to a Board member is under consideration, that member must abstain.)
The Board has the power, subject to plan provisions, to determine the persons
to whom and the dates on which options will be granted, the number of shares
subject to each option, the time or times during the term of each when options
may be exercised, and other terms. The Board has the power to delegate
administration to a Committee of not less than two (2) Board members, each of
whom must be disinterested within the meaning of Rule 16b-3 under the
Securities Exchange Act, and ineligible to participate in the option plan or
in any other stock purchase, option or appreciation right under plan of the
Company or any affiliate. Members of the Board receive no compensation for
their services in connection with plan administration.
The 1994 Option Plan permits the exercise of options for cash, other
property acceptable to the Board or pursuant to a deferred payment
arrangement. It specifically authorizes that payment may be made for stock
issuable upon exercise by tender of Common Stock of the Company; and the
Executive Committee is authorized to make loans to option exercisers to
finance optionee tax-consequences in respect of option exercise, but such
loans must be personally guaranteed and secured by the issued stock.
5
<PAGE>
The maximum term of each option is ten (10) years. No option granted is
transferable by the optionee other than upon death.
The plan provides that options will terminate three (3) months after the
optionee ceases to be employed by the Company or a parent or subsidiary of the
Company unless (i) the termination of employment is due to such person's
permanent and total disability, in which case the option may, but need not,
provide that it may be exercised at any time within one (1) year of such
termination (to the extent the option was vested at the time of such
termination); or (ii) the optionee dies while employed by the Company or a
parent or subsidiary of the Company or within three (3) months after
termination of such employment, in which case the option may, but need not,
provide that it may be exercised (to the extent the option was vested at the
time of the optionee's death) within eighteen (18) months of the optionee's
death, by the person or persons to whom the rights under such option pass by
will or by the laws of descent or distribution; or (iii) the option by its
terms specifically provides otherwise.
The exercise price of all Nonqualified Stock Options must be at least equal
to 85% of the fair market value of the underlying stock on the date of grant.
The exercise price of all Incentive Stock Options must be at least equal to
the fair market value of the underlying stock on the date of grant. The
aggregate fair market value of stock of the Company (determined at the date of
the option grant) for which any employee may be granted Incentive Stock
Options in any calendar year may not exceed $100,000, plus certain carryover
allowances. The exercise price of an Incentive Stock Option granted to any
participant who owns stock possessing more than ten (10%) of the voting rights
of the Company's outstanding capital stock must be at least 110% of the fair
market value on the date of grant and the maximum term may not exceed five (5)
years.
Consequences to the Company: There are no Federal income tax consequences to
the Company by reason of the grant or exercise of an Incentive Stock Option.
As at May 23, 1997, 1,242,000 stock options, yet exercisable, to purchase
1,242,000 shares of the Company's Common Stock, were outstanding.
6
<PAGE>
vi. Performance Graph
Set forth below is a line graph comparing cumulative total shareholder
return on the Company's Common Stock, with the cumulative total return of
companies in the NASDAQ Equity Market (U.S.) and the cumulative total return
of Dow Jones's Cosmetics/Personal Care Index.
[Chart Appears Here]
<TABLE>
<CAPTION>
Cumulative Total Return
----------------------------------------
11/91 11/92 11/93 11/94 11/95 11/96
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
CCA Industries, Inc. .......................... 100 255 964 545 209 336
DJ Equity Market .............................. 100 119 131 132 182 233
DJ Cosmetics/Personal Care .................... 100 136 134 162 219 294
</TABLE>
* $100 INVESTED ON 11/30/91 IN STOCK OR INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING NOVEMBER 30.
D. THE BOARD OF DIRECTORS AND STANDING COMMITTEES
The Company's Board of Directors has no nominating committee. Its Audit and
Compensation Committee members are Messrs. David Edell, Ira W. Berman, Stanley
Kreitman and Jack Polak. They meet as such approximately once every three
months, to review financial information in respect of the Company's business.
During the 1996 fiscal year there were three formal meetings of the full
Board. Informal meetings of members of the Board were held quarterly.
7
<PAGE>
E. RELATED DIRECTORS AND/OR OFFICERS
David Edell is the Company's President and Chief Executive Officer. He is
also a director. Drew Edell and Dunnan Edell are his sons. Both are Vice-
Presidents of the Company, and Dunnan Edell is also a director.
F. REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has the
power to revoke it at any time before its exercise. Thus, it may be revoked
prior to its exercise by the filing of an instrument of revocation, or a duly
executed proxy bearing a later date, with the Secretary of the Company at the
Company's principal executive office. A proxy holder can also revoke a filed
proxy by attending the meeting and voting in person.
G. SOLICITATION OF PROXIES
It is estimated that the costs associated with proxy solicitation will be
approximately $15,000. The Company will bear the entire cost of solicitation,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy, and any additional material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by
others, for forwarding of such material to beneficial owners. The Company may
reimburse such persons their forwarding costs. Original solicitation of
proxies by mail may be supplemented by telephone, telegram, or personal
solicitation by directors, officers or employees of the Company. No additional
compensation will be paid for any such services.
H. SHAREHOLDER PROPOSALS FOR 1998
Proposals of shareholders that are intended to be presented at the Company's
1998 Annual Meeting of Shareholders must be received by the Company no later
than December 31, 1997 in order to be included in the Proxy Statement and
proxy relating to that meeting.
II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS
Management proposes that seven directors be elected at the 1997 Annual
Meeting; three by holders of Common Stock and four by holders of Class A
Common Stock. Each elected director will hold office until the next Annual
Meeting of Shareholders and until a successor is elected and has qualified, or
until death, resignation or removal.
Management recommends that holders of Common Stock vote in favor of the
three nominees they propose for election by holders of Common Stock. Each of
such nominees has agreed to serve if elected. Unless otherwise instructed, the
proxy holders will vote the received proxies for Management's nominees.
Set forth below is information regarding Management's Common Stock nominees,
including information they have furnished concerning their principal
occupations and certain other directorships, and their ages as of May 1, 1997.
(Mr. Abada does not own any Company stock. The stock ownership of each of the
other Common Stock nominees, Messrs. Sidney Dworkin and Dunnan Edell, is
presented above, under "Share Ownership of Directors, Officers and 5%
Owners.")
a. Common Stock Nominees
Sidney Dworkin, age 76, has been a director since 1985. He was one of the
founders, and from 1966 until 1987, was the President and Chairman of the
Board, of Revco D.S., Inc., one of the largest drug store chains in the United
States. (He terminated his association with Revco in September 1987.) Mr.
Dworkin is a certified
8
<PAGE>
public accountant and a graduate of Wayne State University. He is also a
director of Northern Technologies, Inc., Crager Industries, Inc. and Viragen
Inc., and is Chairman of the boards of Comtrex Systems, Inc., General Computer
Corp., MarbleEdge Group, Inc., and Interactive Technologies, Inc. He was a
director of Neutrogena Corp. until its acquisition by Johnson & Johnson in
1994, and is a former Chairman of the National Association of Chain Drug
Stores.
Dunnan Edell, the 41 year-old son of David Edell, became a director in 1994.
A Senior Vice President-Sales, he joined the Company in 1984, and was
appointed Divisional Vice-President in 1986. He was employed by Alleghany
Pharmacal Corporation from 1982 to 1984, and by Hazel Bishop from 1977 to
1981.
Rami G. Abada, age 37, is the Executive Vice President and Chief Operating
Officer of the publicly-owned Jennifer Convertibles, Inc. He has held that
position since April of 1994. From 1982 to 1994, he was a Vice President of
Operations in the Jennifer Convertibles organization. Mr. Abada, who is Ira
Berman's son-in-law, earned a B.B.A. in 1981 upon his graduation from Bernard
Baruch College of The City University of New York.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF THE COMMON
STOCK NOMINEES AS PROPOSED IN THIS PROPOSAL NO. 1.
b. Class A Common Stock Nominees
The four nominees proposed for election by the holders of the Company's
Class A Common Stock have agreed to continue to serve as directors, and will
be elected since three of them (Messrs. Berman, Polak and David Edell) own, in
aggregate, more than 95% of the outstanding shares of Class A Common Stock,
and they have nominated themselves and the fourth Class A director and nominee
(Mr. Stanley Kreitman). Thus, no vote or proxy is solicited in respect of the
Class A nominees. (Mr. Kreitman does not own any Company Stock. The stock
ownership of each of the other Class A nominees is presented above, under
"Share Ownership of Directors, Officers and 5% Owners.")
David Edell, age 65, is President and Chief Executive Officer. Prior to his
association with the Company he was a marketing and financial consultant; and,
by 1983, he had extensive experience in the health and beauty aids field as an
executive director and/or officer of Hazel Bishop, Lanolin Plus and Vitamin
Corporation of America.
Ira W. Berman, age 65, is the Company's Executive Vice President and
Corporate Secretary. He is also Chairman of the Board of Directors. Mr. Berman
is an attorney who has been engaged in the practice of law since 1955. He
received a Bachelor of Arts Degree (1953) and Bachelor of Laws Degree (1955)
from Cornell University, and is a member of the American Bar Association.
Jack Polak, age 84, has been a private investment consultant since April
1982, and holds a tax consultant certification in The Netherlands. Mr. Polak
is a director and Vice President of New York Offices, Inc., Chicago Offices,
Inc. and Atlanta Offices, Inc. (each a private company engaged in subleasing
and providing office services). From 1977 until 1995, he was a director of
Petrominerals Corporation, a public company engaged in oil and gas production,
located in Tustin, California. From August 1993 until February 1995, he was a
director of Convergent Solutions, Inc. Since February 1995 (upon a merger
involving Convergent Solutions), he has been a director of K.T.I. Industries,
Inc. of Guttenberg, NJ, and a member of its Board's Audit and Compensation
Committee. Convergent Solutions was, and K.T.I. is, a public company engaged
in the waste-to-energy business.
Stanley Kreitman, age 65, has been Vice Chairman of the Board of Manhattan
Associates, an equity- investment firm, since 1994. He is also a director of
Medallion Financial Corp., an SBIC. Mr. Kreitman has been Chairman of the
Board of Trustees of The New York Institute of Technology since 1989, and of
Crime-Stoppers of Nassau County (NY), since 1994. He is also a director and/or
executive committee member of the following organizations: The New York City
Board of Corrections, The New York City Police Foundation, St. Barnabas
Hospital, The New York College of Osteopathic Medicine, and The Police
Athletic League. From 1975 until 1993, he was President of United States
Banknote Corporation, a security printer.
9
<PAGE>
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Sheft Kahn & Company
L.L.P., independent certified public accountants (the "Auditors"), to audit
the accounts and certify the financial statements of the Company for the
fiscal year ending November 30, 1997. The appointment shall continue at the
pleasure of the Board of Directors, subject to approval by the shareholders.
The Auditors have acted as the Company's auditors since 1983.
The Board of Directors expects that one or more representatives of the
Auditors will be present at the meeting. The Auditors will then be given the
opportunity to make a statement, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. 2.
III. OTHER MATTERS
The Board of Directors knows of no other matters to be presented, but if any
other matters properly come before the Annual Meeting it is intended that the
persons holding proxies will vote thereon in accordance with their best
judgments.
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted as indicated
thereon or, if no direction is indicated, in accordance with the
recommendations of the Board of Directors.
IV. CERTAIN REPORTS
Based upon reports furnished to the Company, all reports required to be
filed during or concerning the Company's 1996 fiscal year, by officers,
directors and principal shareholders, pursuant to Section 16 of the Securities
Exchange Act of 1934 (Form 3, Initial Statement of Beneficial Ownership; Form
4, Statement of Changes of Beneficial Ownership; and Form 5, Annual Statement
of Beneficial Ownership), were timely filed with the Securities and Exchange
Commission.
By Order of the Board of Directors
Ira W. Berman,
Chairman of the Board of Directors
East Rutherford, New Jersey
June 3, 1997
10
<PAGE>
CCA INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, revoking all prior proxies, hereby appoints David Edell and
Ira W. Berman, and each of them, proxies and attorneys in fact, with power of
substitution, to vote all shares the undersigned is entitled to vote at the
Annual Meeting of Shareholders of CCA INDUSTRIES, INC., to be held at the Grand
Hyatt Hotel, Park Avenue at Grand Central Station, New York, New York, on July
15, 1997 at 4:00 p.m., and to vote as directed below upon the proposals, and in
their discretion upon such other business as may properly come before the
meeting or any adjournment thereof (all as more fully set forth in the Notice
of Meeting and Proxy Statement, receipt of which is hereby acknowledged).
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED, IT WILL BE VOTED "FOR" THE ELECTION OF SIDNEY DWORKIN, RAMI G. ABADA
AND DUNNAN EDELL AS DIRECTORS, AND "FOR" THE PROPOSAL IN RESPECT OF THE
APPOINTMENT OF SHEFT KAHN & COMPANY L.L.P.
SEE
REVERSE
SIDE
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS EXAMPLE.
1. Election of FOR WITHHELD
Directors [_] [_] Nominees:
Sidney Dworkin
Rami G. Abada
Dunnan Edell
For, except vote withheld from the following nominee(s):
_______________________________________________________
2. Ratification of the Board of FOR AGAINST ABSTAIN
Directors' appointment of Sheft Kahn [_] [_] [_]
& Company L.L.P. as the Company's
independent, certified public
accountants for the fiscal year
ending November 30, 1997
SIGNATURE(S) _____________________________ DATE _____________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. EACH JOINT OWNER
MUST SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE
THOSE CAPACITIES.
