<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Alfin, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Alfin, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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.
<PAGE> 2
/ / 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> 3
ALFIN, INC.
720 FIFTH AVENUE, NEW YORK, NEW YORK 10019
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Alfin, Inc., a New York corporation (the "Company") will be held
at the Omni Berkshire Hotel, 21 East 52nd Street, New York, New York, on March
28, 1996, at 3:00 p.m. (New York time), for the following purposes:
(1) To elect a board of five (5) directors to serve until the next Annual
Meeting of Shareholders or until their respective successors are elected and
qualified;
(2) To ratify the selection of Arthur Andersen & Co. as independent public
accountants for the Company for fiscal 1996; and
(3) To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
The shareholders of record at the close of business on February 27, 1996,
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
We hope you plan to attend the Meeting in person, but in any event you are
urged to mark, date, sign and return your proxy in the enclosed self-addressed
envelope as soon as possible so that your shares may be voted in accordance with
your wishes. Any proxy given by a shareholder may be revoked by the shareholder
at any time prior to the voting of the proxy.
By Order of the Board of Directors
MICHAEL D. FICKE
Secretary
New York, NY
February 29, 1996
<PAGE> 4
ALFIN, INC.
720 FIFTH AVENUE, NEW YORK, NEW YORK 10019
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Alfin, Inc. (the "Company") for use at the Annual Meeting of Shareholders to
be held March 28, 1996, at 3:00 p.m. (New York time) at the Omni Berkshire
Hotel, 21 East 52nd Street, New York, New York, and any adjournment thereof (the
"Meeting"). The matters to be considered and acted upon at the Meeting are
described in the foregoing Notice of Annual Meeting of Shareholders and this
Proxy Statement. This Proxy Statement and the related form of proxy are being
mailed on or about February 29, 1996, to all shareholders of record on February
27, 1996. Shares of the Company's Common Stock, $.01 par value ("Common Stock"),
represented by proxies will be voted as hereinafter described or as otherwise
specified by the shareholder. Any proxy given by a shareholder may be revoked by
the shareholder at any time prior to the voting of the proxy by delivering a
written notice to the Secretary of the Company, by executing and delivering a
later-dated proxy or by attending the Meeting and voting in person.
The persons named as proxies are Jean Farat, Chairman of the Board of the
Company, and Michael D. Ficke, Secretary of the Company. The cost of preparing,
assembling and mailing the proxy, this Proxy Statement and the other material
enclosed and all clerical and other expenses of solicitation will be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
directors, officers and employees of the Company may solicit proxies by
telephone, telegram or personal interview. The Company also will request
brokerage houses and other custodians, nominees and fiduciaries to forward
soliciting material to the beneficial owners of Common Stock held of record by
such custodians and will reimburse such custodians for their expenses in
forwarding soliciting materials.
VOTING RIGHTS
Only holders of shares of Common Stock of record at the close of business
on February 27, 1996 will be entitled to vote at the Meeting. On February 27,
1996, the Company had 11,612,926 outstanding shares of Common Stock, each such
share entitling the holder thereof to one vote on each matter. Holders of shares
of Common Stock are not entitled to cumulative voting rights.
The presence at the Meeting in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock entitled to vote shall
constitute a quorum for the transaction of business. If a quorum is present, the
affirmative vote of a plurality of the shares cast at the Meeting and entitled
to vote will be required to act on the election of directors, and the
affirmative vote by the holders of a majority of the shares cast at the Meeting
and entitled to vote will be required to act on all other matters to come
properly before the Meeting. If a shareholder, present in person or by proxy,
abstains on any matter, the shareholder's shares will not be treated as a vote
against such matter. Broker non-votes are treated as shares as to which voting
power has been withheld by the beneficial owners of such shares and, therefore,
as shares not cast.
<PAGE> 5
SECURITY OWNERSHIP
The following table sets forth certain information as of February 27, 1996
regarding (i) the share ownership of the Company by each person who is known to
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock, (ii) the share ownership of the Company of
each director; and the Chief Executive Officer and the other 4 most highly paid
current executive officers of the Company who earned in excess of $100,000
during the Company's last fiscal year (the "Named Executives") and (iii) the
share ownership of the Company of all directors and Named Executives, as a
group.
<TABLE>
<CAPTION>
AMOUNT OF COMMON STOCK PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1)
- ------------------------------------------------------------ ---------------------- ----------
<S> <C> <C>
Elisabeth Fayer,
3143040 Canada Inc.,
Fine Fragrances
Distribution, Inc. ("FFD")
3420 rue Drummond......................................... 7,188,935(2) 62.4
Jacques Desjardins.......................................... 100,000 0.8
Jean Farat.................................................. -0- -0-
Elisabeth Fayer............................................. 100,000 0.8
Steven Korda................................................ 100,000 0.8
Suzanne Langlois............................................ 100,000 0.8
Adrienne Newman............................................. 600,000 5.2
All Directors and Executive Officers as a Group (6
Persons).................................................. 8,188,935 71.0
</TABLE>
- ---------------
(1) For purposes of computing these percentages, shares not outstanding but
beneficially held through contract rights, stock options or warrants
exercisable within 60 days from the date hereof are deemed outstanding with
respect to such individual(s). Based upon 11,519,311 shares of Common Stock
outstanding on February 16, 1996.
(2) Consists of 7,188,935 shares of Common Stock which are owned of record by
FFD a wholly-owned subsidiary of 3143040 Canada, Inc. of which Elisabeth
Fayer is the sole owner. Elisabeth Fayer, through 3143040 Canada Inc., has
investment and voting discretion with respect to all shares owned by FFD.
PROPOSAL I -- ELECTION OF DIRECTORS
NOMINATIONS AND ELECTION OF DIRECTORS
The Board has nominated Jacques Desjardins, Jean Farat, Elisabeth Fayer,
Steven Korda and Suzanne Langlois (all of whom are members of the present Board)
to serve as directors of the Company until the 1997 Annual Meeting of
Shareholders and until their successors have been elected and qualified.
Unless otherwise specified, shares represented by proxies will be voted in
favor of the election of all of the nominees, except that, in the event any
nominee should not continue to be available for election, such proxies will be
voted for the election of such persons as the Board of Directors may recommend.
Management does not presently contemplate that any of the nominees will become
unavailable for any reason.
2
<PAGE> 6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
INFORMATION COVERING NOMINEES
The following table sets forth the names of the nominees and certain
information with regard to each nominee.
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE DIRECTOR SINCE POSITION WITH COMPANY
- ------------------------- --- -------------- ---------------------------------------------
<S> <C> <C> <C>
44 Jun. 1995 Chairman of the Board and Chief Executive
Jean Farat............... Officer
Jacques Desjardins....... 62 Nov. 1992 Director
Elisabeth Fayer.......... 49 Nov. 1992 Director
Steven Korda............. 55 Nov. 1992 Director
Suzanne Langlois......... 42 Nov. 1992 Director
</TABLE>
JEAN FARAT, a French citizen, was elected as Chairman of the Board and
Chief Executive Officer in June 1995. For the past three (3) years Mr. Farat has
acted as Vice Chairman of a private investment Company in France. For more than
five (5) years prior thereto, Mr. Farat was the Chief Executive Officer of
Sopagri, S.A. a publicly traded French investment company.
JACQUES DESJARDINS, a Canadian citizen, was elected a director of the
Company in November 1992 and has for more than the past five (5) years been
engaged in private practice as a general legal advisor (a notary and title
attorney) in Montreal, Quebec, Canada.
ELISABETH FAYER, a Canadian citizen, was elected a director of the Company
in November 1992 and for more than the past five (5) years through various
privately owned holding corporations controlled by herself and late her husband,
Erich Fayer, has owned and operated various commercial properties situated in
Canada, as well as various perfume producing and distributing corporations in
France, including the French designer, Pierre Balmain.
STEVEN KORDA, a Canadian citizen was elected a director of the Company in
November 1992 and has for more than the past five (5) years been the principal
of Korda & Associates, a law firm located in Montreal, Quebec, Canada, engaged
in the general and commercial practice of law.
SUZANNE LANGLOIS, a Canadian citizen was elected a director of the Company
in November 1992 and has been legal counsel to Zanimob Distributions Inc., a
privately owned Canadian holding corporation affiliated with Elisabeth Fayer
from January 1981 to the present.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES
The business and affairs of the Company are managed by the Board of
Directors, which met or acted by unanimous written consent 4 times during fiscal
1995. During fiscal 1995 all current directors attended 75% or more of the
meetings of the Board of Directors and the committees on which they served held
during fiscal 1995. The Board maintains standing Executive, Stock Option and
Audit Committees, but has no Nominating or Compensation Committees.
The Executive Committee is composed of Elisabeth Fayer and Jean Farat and
has the authority of the Board of Directors in the management of the business
and the affairs of the Company, except as prohibited by
3
<PAGE> 7
law or the Company's By-Laws. The Executive Committee did not have any formal
meetings during fiscal 1995.
The Stock Option committee is composed of Jacques Desjardins and Steven
Korda. It reviews and make recommendations to the Board of Directors on officer
and senior employee compensation and stock awards and generally oversees matters
relating to compensation, including nonmonetary benefits of employees of the
Company. The Stock Option Committee did not have any meetings during fiscal
1995.
The Audit Committee is composed of Jacques Desjardins and Steven Korda. The
Audit Committee recommends engagement of the Company's independent accountants,
reviews the scope of the audit and the activities and recommendations of the
auditors, and considers comments made by the independent accountants with
respect to weaknesses in the internal controls and consideration given or
corrective action taken by management. The Audit Committee did not have any
meetings during fiscal 1995.
EXECUTIVE OFFICERS
Set forth below is certain information, as of February 16, 1996, regarding
the executive officers of the Company:
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE POSITION WITH COMPANY SINCE
- ------------------------------------- --- ----------------------------------- -----------
<S> <C> <C> <C>
Jean Farat........................... 44 Chairman of the Board, Chief June 1995
Executive Officer
Adrienne Newman...................... 53 Executive Vice President; President April 1990
and Chief Executive Officer of
Adrien Arpel Inc.
Michael D. Ficke..................... 40 Vice President; Chief Financial July 1989
Officer; Secretary
</TABLE>
Information with respect to Jean Farat is set forth under "Information
Covering Nominees."
ADRIENNE NEWMAN joined the Company as an Executive Vice President in April
1990 and has served in this capacity since that time. Since April 1990, Ms.
Newman has also served as President and Chief Executive Officer of the Company's
Adrien Arpel, Inc. subsidiary. For more than five years prior thereto, Ms.
Newman served as Chairman of the Board and Chief Executive Officer of Adrien
Arpel, Inc.
MICHAEL D. FICKE joined the Company in July 1989. Mr. Ficke served Alfin,
Inc. as Corporate Controller until his promotion to Vice President and Chief
Financial Officer in November 1993. Mr. Ficke is a C.P.A. and prior to his
joining the Company in 1989 served as Assistant Controller of Chanel Inc., a
manufacturer and distributor of fragrance and cosmetic products.
4
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information for the fiscal years ended July
31, 1995, 1994, and 1993 respecting all compensation awarded to, earned by or
paid to the two Chief Executive Officers in fiscal 1995 and all other Named
Executives in all capacities in which each such officer served. Two other
officers of Adrien Arpel Inc., are not included as Named Executives because they
do not perform policy making functions for the Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION SECURITIES
--------------------- OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ COMPENSATION OPTIONS
- ---------------------------------------------------------- ---- -------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Jean Farat................................................ 1995 $ 33,750 $ -0- $ -0-(1) -0-
Chairman and Chief Executive Officer
Mayer D. Moyal............................................ 1995 222,131 -0- -0-(1) -0-
Chairman and Chief Executive Officer(2) 1994 116,900 -0- -0-(1) 300,000
Adrienne Newman........................................... 1995 250,000 3,374,990(3) 65,000(4) -0-
President and Chief Executive Officer 1994 250,000 986,488(3) 65,000(4) 1,000,000
of Adrien Arpel, Inc. 1993 250,000 -0- 65,000(4) -0-
</TABLE>
- ---------------
(1) Excludes personal benefits which did not exceed the lesser of $50,000 or
10%, on an annual basis, of such other officers salary and bonus.
(2) Terminated as of June 19, 1995.
(3) Represents commissions paid to Ms. Newman based on 1/3 of the revenues
received by the Company from television sales of cosmetics net of direct
expenses.
(4) Represents a non-accountable expense allowance of $65,000.
YEAR-END OPTION VALUES TABLE
The following table sets forth information at July 31, 1995, respecting
exercisable and non-exercisable options held by the Named Executives. During
fiscal 1995, none of the Named Executives exercised options. The table also
includes the value of "in-the-money" options which represents the spread between
the exercise price of the existing stock option and the year-end price of the
Common Stock.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
JULY 31, 1995 HELD AT JULY 31, 1995(3)
--------------------------- ---------------------------
NOT NOT
EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Adrienne Newman(1)............................ 100,000 -0- $ -0- $ -0-
Adrienne Newman(2)............................ 500,000 500,000 $ -0- $ -0-
</TABLE>
- ---------------
(1) 100,000 Warrants granted 4/4/90 $1.625.
(2) 1,000,000 Warrants granted 11/19/93 $1.25.
(3) Based on a July 31, 1995 closing price of $1.25.
5
<PAGE> 9
EMPLOYMENT AGREEMENTS
Ms. Newman is employed pursuant to an employment agreement with the Company
dated as of April 4, 1990 as amended November 18, 1991 and November 19, 1993.
This agreement terminates on the earliest to occur of (i) April 4, 1998, (ii)
the last day of any month in which Ms. Newman dies, (iii) the last day of the
month in which the Company elects to terminate Ms. Newman's employment due to
physical or mental disability, (iv) the termination by the Company of Ms.
Newman's employment for "good cause," as defined, and (v) the termination of
television marketing efforts after April 4, 1995. Pursuant to this agreement,
Ms. Newman serves as Executive Vice President of the Company and President and
Chief Executive Officer of the Company's Adrien Arpel, Inc. subsidiary at an
annual base salary of $250,000. Ms. Newman's employment agreement also provides
for a non-accountable expense allowance of $65,000 per year and benefits under
certain of the Company's insurance, pension and other fringe benefit programs.
In addition, this agreement prohibits Ms. Newman, during its terms, from
"engaging or being interested in," as defined, any business which operates
leased beauty cosmetics departments or concessions in stores, or which acts as a
direct vendor of or advisor with respect to cosmetics or facial services to any
store which is a member of a retail group which the Company does business at the
time Ms. Newman's employment terminates, or which is competitive with the
business activities of a business which is using the "Adrien Arpel" name and
trademark under license from Adrien Arpel, Inc. at the time Ms. Newman's
employment with the Company terminates. In September, 1991, the Company entered
into an incentive compensation plan agreement with Ms. Newman pursuant to which
she is paid an annual bonus based on 11% of the annual pre-tax profits (as
defined in the agreement) of Adrien Arpel, Inc. for each fiscal year during her
employment commencing with the fiscal year August 1, 1991 through July 31, 1994.
No bonus compensation was earned for fiscal 1993 or 1994 since there were no
pre-tax profits as calculated. Ms. Newman is entitled to receive 1/3 of revenues
from television sales of cosmetics after deducting direct expenses. For fiscal
1995 and 1994 she received $3,374,990 and $986,488, respectively, from such
revenues.
Ms. Langlois has been providing consulting services to the Company at a
rate of $9,600 per annum, commencing in December 1992. This was increased to
$16,800 per annum effective November 1, 1994. These services consist of legal
advice on contract matters as requested by the Company, are not full time and
may be terminated by the Company at will. There is no written agreement between
the Company and Ms. Langlois.
Ms. Fayer was retained to provide consulting services to the Company and
Adrien Arpel, Inc. commencing November 1, 1994 at an annual rate of $84,000.
This was increased to $290,000 per annum effective May 1, 1995. Ms. Fayer is
responsible for assisting in the purchase of package components and premium
items for the Company and Adrien Arpel, Inc. There is no written agreement
between the Company and Ms. Fayer.
Mr. Farat has been providing financial services to the Company since June
1995 at a rate of $270,000 per annum, plus certain benefits which do not exceed
10% of his compensation.
Mr. Ficke is currently an employee earning less than $100,000 per annum and
does not have a written employment agreement.
COMPENSATION FOR SERVICES AS DIRECTOR
Each Director who was not also an officer or employee of the Company
(Messrs. Desjardins and Korda for fiscal 1994) received $650 per meeting or $200
for telephonic participation. Directors who are officers or employees of the
Company receive no additional compensation for attendance at Board of Directors
or Committee meetings.
6
<PAGE> 10
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Board of Directors is responsible for matters pertaining to
compensation of officers, including the Named Executives and key employees, as
well as stock awards for all employees. The Board is advised on these matters by
the Stock Option Committee. The following report is presented by the Board.
The Board of Directors executive compensation program is designed to
attract, reward and retain executives who are important to the Company's long
term viability and success and to provide compensation that is competitive with
that of companies of comparable size and stature in the cosmetics and fragrance
industries. These comparable companies are not included on the Dow Jones
Cosmetic/Consumer Care Index, and generally have sales in the $20,000,000 to
$50,000,000 range, are engaged in the fragrance and/or cosmetics industry and
are primarily privately owned. The Board of Directors has access to compensation
professionals, such as executive recruiters, in determining execute
compensation.
With respect to all employees other than Adrienne Newman, the basic
component of executive compensation was salary. Ms. Newman's compensation was
continued at a base of $250,000 plus a non-accountable expense allowance of
$65,000 in extending the term through 1998 of her employment agreement. In
addition she was granted a 1/3 share of television sales of cosmetics after
deducting direct expenses. The large compensation received by Ms. Newman and the
extension of the employment contract, directly reflect her vital role in
generating the substantial part of the Company's revenues.
THE BOARD OF DIRECTORS
Jacques Desjardins
Jean Farat
Elisabeth Fayer
Steven Korda
Suzanne Langlois
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ms. Fayer and Mr. Farat participated on the Board of Directors in the
making of compensation discussions although each abstained in the consideration
of their respective compensation as a Consultant and the Chief Executive
Officer, respectively.
PROPOSAL II -- RATIFICATION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board believes it appropriate to submit for ratification by the
shareholders its selection of Arthur Andersen & Co. as independent public
accountants for the Company for fiscal year 1996. Arthur Andersen & Co. has
served as independent accountants for the Company since fiscal year 1983.
Representatives of Arthur Andersen & Co. are expected to be present at the
Meeting, will have the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions. Unless
otherwise specified, shares represented by proxies will be voted for
ratification of Arthur Andersen & Co. as independent public accountants. If the
shareholders do not so approve, the selection of independent public accountants
will be reconsidered by the Board.
7
<PAGE> 11
FIVE-YEAR SHAREHOLDER RETURN COMPENSATION
The graph below compares the cumulative total return of the Company against
the American Stock Exchange Composite Index and the Standard & Poor's
Cosmetics/Consumer Goods Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG AMERICAN STOCK EXCHANGE COMPOSITE INDEX,
STANDARD & POOR'S COSMETICS/CONSUMER GOODS INDEX AND ALFIN, INC.(1)
<TABLE>
<CAPTION>
STANDARD &
AMERICAN POOR'S COS-
STOCK EX- MET-
MEASUREMENT PERIOD CHANGE COM- ICS/CONSUMER
(FISCAL YEAR COVERED) POSITE INDEX GOOD S INDEX ALFIN, INC.
<S> <C> <C> <C>
1990 100 100 100
1991 104 148 50
1992 111 188 50
1993 124 193 50
1994 124 242 48
1995 161 284 50
</TABLE>
- ---------------
(1) Total return assumes reinvestment of dividends. The Company did not declare
dividends on its Common Stock during the period set forth above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Adrien Arpel, Inc. subsidiary periodically retains Display
Creations, Inc., a promotional display creator, to supply Adrien Arpel, Inc.
with point of purchase displays. Mr. Ronald Newman, husband of Ms. Adrienne
Newman, Executive Vice President of the Company and President and Chief
Executive Officer
8
<PAGE> 12
of the Company's Adrien Arpel, Inc. subsidiary, is the sole owner of Display
Creations, Inc. For the fiscal year 1995, Adrien Arpel, Inc. paid Display
Creations, Inc. $0 for services rendered. Adrien Arpel, Inc. intends to retain
Display Creations, Inc. from time to time throughout fiscal 1996 to supply point
of purchase displays. It is anticipated that payments by Adrien Arpel, Inc. to
Display Creations, Inc. during fiscal 1996 will exceed $60,000 in the aggregate.
The Company purchases inventory from vendors related to FFD. For the year
ended July 31, 1995, the Company made inventory purchases from vendors related
to FFD of $211,033.
INDEPENDENT ACCOUNTANTS
The Company has engaged Arthur Andersen & Co. as independent public
accountants for the Company for fiscal year 1996. Arthur Andersen & Co. has
served as independent accountants for the Company since fiscal year 1983.
Representatives of Arthur Andersen & Co. are expected to be present at the
Meeting, will have the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.
OTHER BUSINESS
Management of the Company knows of no other business which will be
presented for consideration at the Meeting, but should any other matters be
brought before the Meeting, it is intended that the persons named in the
accompanying proxy will vote such proxy at their discretion.
ANNUAL REPORT
The Annual Report for the fiscal year ended July 31, 1995, including
financial statements, is being furnished herewith to shareholders of record on
February 27, 1996. The Annual Report does not constitute a part of the proxy
soliciting material.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder desiring to present proposals to shareholders at the 1997
Annual Meeting must transmit such proposal to the Company so that it is received
by the Company on or before October 30, 1996. All such proposals should be in
compliance with applicable SEC regulations.
By Order of the Board of Directors
Michael D. Ficke
Secretary
9
<PAGE> 13
- --------------------------------------------------------------------------------
ALFIN, INC.
720 FIFTH AVENUE, NEW YORK, NEW YORK 10019
ANNUAL MEETING OF SHAREHOLDERS -- MARCH 28, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jean Farat and Michael D. Ficke, or either
of them proxies of the undersigned with full power of substitution, to vote all
the shares of Common Stock, $.01 par value, of Alfin, Inc. (the "Company") held
of record by the undersigned on February 27, 1996, at the Annual Meeting of
Shareholders to be held March 28, 1996 and at any adjournment thereof.
(1) Election of Directors
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(except as indicated otherwise below) vote for all nominees listed below
</TABLE>
INSTRUCTION: To withhold authority to vote for an individual nominee,
write such nominee's name in the space below.
NOMINEES: Jacques Desjardins, Jean Farat, Elisabeth Fayer, Steven Korda
and Suzanne Langlois.
------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
(2) Ratify the selection of Arthur Andersen & Co. as independent public FOR AGAINST ABSTAIN
accountants for the Company. / / / / / /
(3) In their discretion, the proxies are authorized to vote upon such matters FOR AGAINST ABSTAIN
as may come before the meeting or any other adjournment thereof. / / / / / /
</TABLE>
(CONTINUED AND TO BE SIGNED AND DATED ON OTHER SIDE)
- --------------------------------------------------------------------------------
<PAGE> 14
- --------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER, IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS
PROXY WILL BE VOTED "FOR" ITEMS (1), (2) AND (3), AND IN THE PROXIES' DISCRETION
ON ANY OTHER MATTERS COMING BEFORE THE MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all the
said attorneys, agents, proxies, their substitutes or any of them may lawfully
do by virtue hereof.
------------------------------
------------------------------
Dated: , 1996
Please date this Proxy and
sign your name exactly as it
appears hereon. When there is
more than one owner, each
should sign. When signing as
an attorney, administrator,
executor, guardian, or
trustee, please add your title
as such. If executed by a
corporation, this Proxy should
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