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LAMONTS APPAREL, INC.
12413 WILLOWS ROAD N.E.
KIRKLAND, WASHINGTON 98034
(425) 814-5700
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NOTICE OF POSTPONED ANNUAL MEETING, TO BE HELD JULY 16, 1999
AND
NOTICE OF REDUCTION IN QUORUM FOR PURPOSES OF THE MEETING
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Lamonts Apparel, Inc., a Delaware corporation (the "Company"), hereby gives
notice that its annual meeting of stockholders (the "1999 Annual Meeting") has
been postponed from July 9, 1999 at 10:00 a.m. local time. THE 1999 ANNUAL
MEETING WILL NOW BE HELD ON JULY 16, 1999 AT 4:00 P.M. LOCAL TIME AT THE OFFICES
OF THE COMPANY, 12413 WILLOWS ROAD N.E., KIRKLAND, WASHINGTON 98034.
The record date for the 1999 Annual Meeting remains the close of business on
May 17, 1999 and the purposes for which the 1999 Annual Meeting is being held
remain the same as those listed in the Company's Notice of Annual Meeting dated
June 4, 1999 (the "Meeting Notice"), namely the election of directors for the
coming year, an amendment to the Company's Certificate of Incorporation and
certain amendments to the Company's Stock Option Plan. Stockholders who wish to
obtain another copy of the Meeting Notice and the Company's proxy statement
dated June 4, 1999 (the "1999 Proxy Statement") may contact the Company's proxy
solicitors, Mackenzie Partners, Inc., at the address set forth on the reverse
side of this notice.
The Board of Directors of the Company (the "Board") has postponed the 1999
Annual Meeting in order to enhance the likelihood that a quorum will be present.
The 1999 Proxy Statement indicated that a quorum for the conduct of business at
the 1999 Annual Meeting was a majority of the outstanding shares of the
Company's Common Stock entitled to vote at the 1999 Annual Meeting, represented
either in person or by proxy. The Board believes that this level of
representation may not be attained.
In order to maximize the ability of stockholders of the Company to conduct
business at the 1999 Annual Meeting in accordance with the Meeting Notice, the
Board has also amended the Company's bylaws so that, solely for the purposes of
the 1999 Annual Meeting, a quorum will be the minimum permitted by Delaware law,
namely one-third of the outstanding shares of the Company's Common Stock
entitled to vote at the 1999 Annual Meeting. If that percentage of shares is
represented at the 1999 Annual Meeting, either in person or by proxy, on July
16, 1999, the 1999 Annual Meeting may proceed with the items of business set
forth in the Meeting Notice.
YOUR VOTE IS IMPORTANT. PLEASE ENSURE THAT YOUR SHARES ARE REPRESENTED AT
THE 1999 ANNUAL MEETING BY COMPLETING AND RETURNING THE ENCLOSED PROXY CARD.
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All stockholders are cordially invited to attend the 1999 Annual Meeting in
person. However, to assure your representation, you are urged to mark, sign,
date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the 1999 Annual Meeting may vote in person even if he or she has previously
returned the proxy card.
By Order of the Board of Directors,
/s/ Debbie A. Brownfield
SECRETARY
Kirkland, Washington
July 6, 1999
IF YOUR HAVE ANY QUESTIONS OR NEED ASSISTANCE COMPLETING
YOUR PROXY CARD, PLEASE CALL:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue, New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY
2
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LAMONTS APPAREL, INC.
12413 WILLOWS ROAD, N.E., KIRKLAND, WA 98034 PROXY
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE POSTPONED
ANNUAL MEETING ON JULY 16, 1999.
The shares of stock you hold in your account will be voted as you specify
below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ALL PROPOSALS.
By signing the proxy, you revoke all prior proxies and appoint Alan R.
Schlesinger and Loren R. Rothschild, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Annual Meeting and all
adjournments.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF
YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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- Please detach here -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
1. Election of directors: 1. Alan R. Schlesinger 4. John J. Wiesner
2. Loren R. Rothschild 5. Paul M. Buxbaum
3. Stanford Springel
Vote FOR all nominees / / Vote WITHHELD / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S)
IN THE BOX PROVIDED TO THE RIGHT.) / /
2. Proposal (2) AMENDMENT TO CERTIFICATE OF INCORPORATION
Vote For / / Vote Against / / Abstain / /
3. Proposal (3) AMENDMENTS TO 1998 STOCK OPTION PLAN
Vote For / / Vote Against / / Abstain / /
In their discretion the Proxies are authorized to vote for the election of
such substitute nominee(s) for director(s) as such Proxies shall select if
any nominee(s) named above become(s) unable to serve and upon such other
business as may properly come before the meeting and any adjournments
thereof, including, among other things, a motion to adjourn the Annual
Meeting or the vote on any item of business to another time or place for,
among OTHER things, the purpose of soliciting additional proxies.
Address Change? Mark Box / /
Indicate changes below: Date
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Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators, etc., should
indicate full name of corporation and title of authorized officer signing the
proxy.
