<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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ALOETTE COSMETICS, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
/X/ $125 per Exchange Act Rules -011(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 0-11:1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
/ / 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>
April 30, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of the
Shareholders of Aloette Cosmetics, Inc., (the "Company") to be held at the
Company's Corporate Headquarters, 1301 Wright's Lane East, West Chester,
Pennsylvania on Tuesday, May 28, 1996 at 10:00 a.m. (Eastern Time). Official
notice of the meeting and the Proxy Statement of the Company pertaining to such
meeting accompany this letter.
At the meeting, shareholders of the Company will be asked: (i) to elect
two (2) directors; and (ii) to ratify the appointment of Coopers & Lybrand
L.L.P. as the Corporation's independent auditors for the 1996 fiscal year.
The 1995 Annual Report to Shareholders is enclosed.
Very truly yours,
/s/ Patricia J. Defibaugh
------------------------------
PATRICIA J. DEFIBAUGH
Chairman of the Board and
Chief Executive Officer
<PAGE>
ALOETTE COSMETICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1996
To the Shareholders of Aloette Cosmetics, Inc.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting")
of Shareholders of Aloette Cosmetics, Inc. (the "Company") will be held on
Tuesday, May 28, 1996 at 10:00 a.m., (Eastern Time) at the Company's Corporate
Headquarters, 1301 Wright's Lane East, West Chester, Pennsylvania. At the Annual
Meeting, shareholders will be asked to vote on the following proposals:
(1) The election of two (2) directors;
(2) The ratification of the appointment of Coopers & Lybrand L.L.P.
as the Company's independent auditors for the 1996 fiscal year.
The Board of Directors has fixed the close of business on April 19,
1996 as the record date for the purpose of determining those shareholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof.
Whether or not you plan to attend the Annual Meeting, all shareholders
are requested to mark, date, sign, and mail the enclosed proxy in the envelope
supplied as soon as possible. At any time prior to being voted, proxies are
revocable by written notice to the Company in accordance with instructions set
forth in the enclosed Proxy Statement or by voting at the Annual Meeting in
person. If you attend the Annual Meeting, you may withdraw your proxy before it
is voted and then vote your shares in person.
By Order of the Board of Directors,
/s/ Jean M. Lewis
------------------------------------
April 30, 1996 Jean M. Lewis
Assistant Secretary
<PAGE>
ALOETTE COSMETICS, INC.
1301 Wright's Lane East
West Chester, Pennsylvania 19380
(610) 692-0600
April 30, 1996
PROXY STATEMENT
This Proxy Statement is being furnished to holders of the Common Stock,
no par value (the "Common Stock"), of Aloette Cosmetics, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board of Directors") for use at the Annual Meeting of Shareholders
to be held on Tuesday, May 28, 1996 at 10:00 a.m. (Eastern Time) at the
Company's Corporate Headquarters, 1301 Wright's Lane East, West Chester,
Pennsylvania and at any and all adjournments thereof (such Annual Meeting and
adjournments (if any) are hereinafter referred to as the "Annual Meeting").
As of the date of this Proxy Statement, the Board of Directors knows of
no business that will be presented for consideration at the Annual Meeting other
than that referred to in the Notice of Annual Meeting of Shareholders attached
hereto. As to other business, if any, that may properly come before the Annual
Meeting, the proxy in the enclosed form will be voted in accordance with the
judgment of the person or persons voting the proxy, unless otherwise directed by
the Board of Directors.
The Company will bear the cost of the solicitation of proxies from
holders of the Common Stock. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone, telegram or otherwise by the
directors, officers, employees and agents of the Company. Arrangements will also
be made with banks and other institutions serving as custodians, nominees and
fiduciaries for the forwarding of proxy solicitation material to the beneficial
owners of the Common Stock held of record by such persons.
These proxy materials are first being mailed to holders of the Common
Stock on or about the date hereof.
Date, Time and Place of Meeting
The Annual Meeting will be held on Tuesday, May 28, 1996 at 10:00 a.m.
(Eastern Time), at Aloette Cosmetics, Inc., 1301 Wright's Lane East, West
Chester, Pennsylvania.
-1-
<PAGE>
Outstanding Securities, Quorum, Voting Rights and Record Date
The close of business on April 19, 1996 has been fixed as the record
date for the purpose of determining those shareholders entitled to notice of,
and to vote at, the Annual Meeting. As of the close of business on that date,
the Company had outstanding 2,157,253 shares of Common Stock and approximately
975 shareholders of record. Holders of the Common Stock are entitled to one vote
for each share of Common Stock held of record on the record date with respect to
each matter to be voted on at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of the Common Stock is necessary to constitute a quorum
at the Annual Meeting.
Solicitation of Proxies
Proxies in the form enclosed with this Proxy Statement are being
solicited by the Board of Directors of the Company.
Voting and Revocability of Proxies
Shares of Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated in the proxies. If no instructions are indicated on
such proxies, such shares will be voted in favor of all of the proposals
described herein.
It is not anticipated that any matters will be presented at the Annual
Meeting other than those set forth in the accompanying Notice of Annual Meeting.
In the event that any other matters are properly presented at the Annual
Meeting, proxies will be voted at the discretion of the proxy holders as to such
matters, unless otherwise directed by the Board of Directors.
A holder of shares of the Common Stock who executes and returns a proxy
has the power to revoke it at any time before it is exercised by delivering to
Ms. Jean M. Lewis, Assistant Secretary of the Company, at the offices of the
Company at the address indicated above, either an instrument revoking the proxy
or a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
BENEFICIAL OWNERSHIP OF SECURITIES
On April 19, 1996, there were outstanding and entitled to vote
2,157,253 shares of Common Stock. The following table sets forth information
concerning, as of April 19, 1996, the number of shares beneficially owned by
each director owning shares, each executive officer named in the "Summary
Compensation Table" set forth in this Proxy Statement, and officers and
directors as a group, and the percentage of outstanding shares of Common Stock
(based on a total of 2,157,253 shares outstanding as of April 19, 1996) so
owned, as determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended ("Rule 13d-3"). The address for each such person named
below is 1301 Wright's Lane East, West Chester, Pennsylvania 19380.
-2-
<PAGE>
Name of Number of Shares Percent of
Beneficial Owner Owned (1)(2) Class
- ---------------- ---------------- ----------
Patricia J. Defibaugh 788,121 (3) 35.9%
Arlene Goldwater 77,767 3.6%
Robert B. Throm 35,588 (4) 1.6%
John E. Defibaugh 25,000 1.2%
Mark J. DeNino - -
William J. Albertus, Sr. - -
Jean M. Lewis 47,714 (5) 2.2%
------
All officers and directors
as a group (7 persons) 974,190 43.5%
=======
- --------------
(1) Unless otherwise indicated, each Director and executive officer has
sole voting and investment power with respect to the shares indicated
as beneficially owned by such Director or executive officers.
(2) All percentages are rounded to the nearest tenth of a percent.
(3) Includes 37,501 options, which are immediately exercisable, and 3,138
shares of Common Stock granted pursuant to, and vested under the
Company's Employee Stock Ownership Plan.
(4) Includes 5,000 immediately exercisable Warrants issued pursuant to the
Company's Directors' Warrant Plan.
(5) Includes 37,501 options, which are immediately exercisable, and 9,013
shares of Common Stock granted pursuant to, and vested under, the
Company's Employee Stock Ownership Plan.
The following table sets forth information concerning, as of April 19,
1996, each person other than Patricia J. Defibaugh whose beneficial ownership is
noted above, known to the Company to be the beneficial owner of more than five
percent (5%) of the Company's Common Stock as determined in accordance with Rule
13d-3. Certain of the information set forth below is derived, without
independent investigation on the part of the Company, from filings made by such
beneficial owners pursuant to Rule 13d-3.
<TABLE>
<CAPTION>
Name and Business Address of Beneficial Owner Number of Shares Owned Percent of Class
- --------------------------------------------- ---------------------- ----------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 113,900 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
-3-
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors
The bylaws of the Company provide for a Board of Directors that is
divided into three classes of directors designated Class I, Class II and Class
III, respectively, with each class being as equal in number as possible.
Directors in Class I are standing for election at the Annual Meeting. The
current term of office of directors in Class I, if elected, will expire at the
1999 Annual Meeting of Stockholders, that of the directors in Class II will
expire at the 1997 Annual Meeting, and that of the directors in Class III will
expire at the 1998 Annual Meeting. Directors in each class have three-year
terms. The Company's bylaws provide that the Board of Directors shall consist of
between four and twelve members. Currently, the membership of the Board of
Directors is six members.
Each of the two persons named in the table below has been nominated by
the Board of Directors. Each nominee shall hold office for a three year term and
until their respective successors are elected and qualified. Each of the
nominees has informed the Company that he or she is willing to serve as a
Director. In the event that any nominee should decline to serve or be unable to
serve, the persons named as proxies may vote for the election of such other
person or persons as may be recommended by the Board of Directors.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Set forth below, with respect to each nominee for Director, is the
name, age, the time period, if any, during which he or she has served as a
Director of the Company and his or her principal occupation or employment and
business affiliations at present and during the past five years. Each nominee
has consented to be named as a nominee for Director and has agreed to serve if
elected.
<TABLE>
<CAPTION>
Principal Occupations Director
Name Age For Past Five Years Class Since
- ---- --- --------------------- ------- --------
<S> <C> <C> <C>
Arlene Goldwater 44 Vice President of the Company I 1986
since March, 1986; President of
Aloette Cosmetics of Canada Inc., a
subsidiary of the Company, since September,
1982.
John E. Defibaugh 62 Consultant to the Company since I 1995/
November 1995; President of the 1978-1991
Company from 1985 to 1991; Chief Operating
Officer of the Company from 1986 to 1991;
Secretary of the Company from 1986 to 1991;
Secretary-Treasurer of the Company from 1978
to 1986.
</TABLE>
-4-
<PAGE>
CONTINUING DIRECTORS
Set forth below, with respect to each continuing director, is the name,
age, the time period, if any, during which he or she has served as a Director of
the Company and his or her principal occupation or employment and business
affiliations at present and during the past five years.
<TABLE>
<CAPTION>
Principal Occupations Director
Name Age For Past Five Years Class Since
- ---- --- --------------------- ------- --------
<S> <C> <C> <C>
Patricia J. Defibaugh 49 Chairman of the Board of the III 1978
Company since May, 1978;
President and Chief Operating
Officer of the Company since
February, 1995; Chief Executive
Officer of the Company since
January, 1986; Treasurer of the Company
since March, 1986; Secretary of the
Company since April, 1991.
Mark J. DeNino 42 Managing Director, Technology III 1995
Leaders Management, Inc.
(venture capital management)
Wayne, Pennsylvania, since
October, 1994; Director,
Integrated Systems Consulting,
Inc., since 1995; Director, CRW
Financial, Inc., since 1995;
President, Crossroads Capital,
Inc. (investment banking),
Wayne, Pennsylvania,
from 1991 to 1994.
William J. Albertus, Sr. 63 President, CBA Steel Corp. II 1995
(steel sales)
Pennsylvania, since 1985.
Robert B. Throm 63 Vice President of the Company II 1985
from January, 1982, to March,
1990.
</TABLE>
Quorum and Voting Requirements
A quorum for the purpose of acting on this Proposal, requires the
presence, in person or by proxy, of the holders of at least a majority of the
outstanding shares of the Company.
The affirmative vote of the holders of a majority of the Company's
shares present in person or by proxy at the Annual Meeting is required for the
adoption of this Proposal.
-5-
<PAGE>
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT EACH OF THE NOMINEES BE ELECTED AS A
DIRECTOR.
The Board of Directors and its Committees
The Board of Directors met 12 times in 1995. No Director attended fewer
than seventy-five percent of the aggregate number of all meetings of the Board
and its committees on which each Director served in 1995.
Set forth below is information concerning certain committees of the
Company's Board of Directors:
The Audit Committee. The Audit Committee provides general oversight in
financial reporting and the adequacy of the Company's internal controls. The
Audit Committee also selects, subject to ratification by shareholders, the
Company's independent public accountants. The committee met 2 times during 1995.
Members of the committee are presently Messrs. Defibaugh, DeNino and Albertus.
The Executive Committee. The Executive Committee is authorized to
exercise all of the authority of the Board of Directors in the management of the
Company between board meetings unless otherwise provided by the Company's
bylaws. In cooperation with the officers of the Company, the committee also
makes recommendations to the Board of Directors with reference to general
matters pertaining to personnel and compensation of non-officer employees. The
committee meets from time to time on an informal basis. Members of the committee
are presently Ms. Defibaugh, Mr. Defibaugh and Mr. DeNino.
The Compensation Committee. The Compensation Committee reviews and
approves the remuneration of officers and approves remuneration and benefit
plans including bonus, incentive stock option, ESOP and Profit Sharing/401(k)
plans. The committee met 1 time in 1995. Members of the committee are presently
Messrs. Defibaugh, DeNino, and Throm.
The Nominating Committee. The Nominating Committee reviews candidates
and recommends to the Board of Directors nominees for membership on the Board of
Directors. The committee met one time in 1996. Members of the committee are
presently Ms. Defibaugh and Ms. Goldwater.
Remuneration of Directors
For the 1995 fiscal year, members of the Board of Directors of the
Company who were not also officers or employees of the Company received an
annual fee of $7,500. In lieu of the payment of cash fees for individual
meetings, the Company granted 1,000 warrants subject to vesting to purchase
Common Stock to each outside director, in accordance with the Company's Amended
and Restated Directors' Stock Warrant Plan. Mr. DeNino received 24,000 stock
options in 1995 which will vest in three equal installments at the end of each
year of service on the executive committee. Members of the Board of Directors
who are officers of the Company receive no additional remuneration beyond their
salaries as officers for serving as directors. Corporate officers are elected by
the Board of Directors and serve at the discretion of the Board.
-6-
<PAGE>
EXECUTIVE OFFICERS
In addition to Ms. Defibaugh and Ms. Goldwater, Jean M. Lewis, Vice
President of Finance is an executive officer of the Company. Ms. Lewis, age 34,
joined the Company in April, 1986 as Corporate Controller and became Vice
President of Finance in August, 1989. Ms. Lewis is a Certified Public
Accountant.
Remuneration of Executive Officers
The following table sets forth the compensation paid by the Company for
services rendered in all capacities to the Company and its subsidiaries during
1995 to Ms. Defibaugh, the Chief Executive Officer of the Company. No other
executive officer's compensation exceeded $100,000 in 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- ---------------------------
(a) (b) (c) (d) (f) (g) (i)
Name & Principal Year Salary Bonus Restricted Options/ All other
Position ($) ($) Stock Awards(s) SARs (#) Compensation
($) ($)
---------------- ---- ------ ----- --------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patricia J. Defibaugh 1995 $226,800 0 0 0 $8,464 (1)
Chairman of the Board and Chief 1994 225,000 0 0 150,000 3,929 (1)
Executive Officer 1993 226,408 0 0 0 11,361 (1)
</TABLE>
- -------------------------------------
(1) Represents the Company's contributions to its Profit Sharing/401(k)
Plan for the benefit of Ms. Defibaugh.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
(b)
Number of Securities
Underlying Unexercised Option/SARS
(a) at FY-End (#)
Name Exercisable/Unexercisable
Patricia J. Defibaugh 150,000
37,501/112,499
-7-
<PAGE>
Report on Repricing of Options
In the past, certain officers of the Corporation had been periodically
granted options under the Corporation's Stock Option Plan at varying exercise
prices. The exercise prices for certain of such options currently exceed the
fair market value of the Corporation's Common Stock. The stated purpose of the
Corporation's Stock Option Plan is to compensate executive officers for their
individual efforts on behalf of the Corporation by tying a portion of such
executive officer's compensation to the performance of the Corporation's common
stock. The Compensation Committee believes, however, that in certain
circumstances where the exercise price of such stock options granted to an
executive officer exceeds the market price of the Common Stock, an adjustment in
the exercise price may be required in order to accomplish the purposes of the
stock option plan and to fairly compensate such executive officers. After a
review of all the relevant factors, the Compensation Committee determined in
October 1995 that 25,000 options previously granted to Ms. Lewis with an
exercise price of $7.75 per share, should be repriced at an exercise price of
$3.375 per share but that no additional options would be granted to Ms. Lewis in
1995.
Employment Agreements and Arrangements
Patricia J. Defibaugh
The Company has an employment agreement with Ms. Defibaugh with a
five-year term expiring on March 31, 1998. Under this agreement, Ms. Defibaugh
is to receive a base salary of $225,000 per annum, subject to annual adjustment
in the discretion of the Compensation Committee of the Board of Directors, a
discretionary bonus, and incentive compensation equal to 2.5% of the increase,
if any, in the Company's pre-tax income for each fiscal year during the term of
the agreement. In addition, Ms. Defibaugh is to receive an automobile stipend
and the Company is to provide her with disability insurance. In the event of
termination (other than for cause) not involving a "change of control" of the
Company (as defined in the contract), Ms. Defibaugh will be entitled to receive
a severance payment equal to her then current year base salary. She will also be
subject to a two-year restrictive covenant.
The employment agreement provides Ms. Defibaugh with severance
arrangements which will be payable in the event of a significant change in the
beneficial ownership of the Company's Common Stock or a significant change in
the composition of the Company's Board of Directors or the adoption of a plan of
the liquidation of the Company (a "change in control") not approved by the Board
of Directors of the Company as then constituted, and the subsequent termination
or resignation of Ms. Defibaugh. Such severance arrangements provide for a lump
sum cash payment equal to Ms. Defibaugh's then current year annual salary,
including incentive compensation as described above for the last completed
fiscal year prior to termination or resignation, multiplied by a factor of
three, as well as full benefits provided under her agreement for a period of
three years (or the cash payment value thereof) after the date of such
termination or resignation. If a change in control were to occur on the date
hereof, Ms. Defibaugh will be entitled to receive approximately $700,000.
Arlene Goldwater
Upon expiration of a five-year employment agreement in January, 1991,
Ms. Goldwater's employment has continued on a month-to-month basis under terms
substantially similar to those provided for in her prior agreement. She is
entitled to receive an amount equal to one-quarter of one percent of the
aggregate worldwide retail sales of the Company's products. She is also entitled
to a monthly automobile allowance and a term life insurance policy paid for by
-8-
<PAGE>
the Company. In addition, Ms. Goldwater is entitled to receive $7,500 per annum
and certain disability benefits. Ms. Goldwater is also entitled to receive
severance pay equal to six months of her then monthly salary draw and shall be
subject to a five-year restrictive covenant upon termination of her employment.
Certain Transactions
John E. Defibaugh, the husband of the Chairman of the Board and
co-founder of the Company and a director nominee, had resigned as an officer and
director of the Company effective April 22, 1991. In November 1995, Mr.
Defibaugh entered into a one year consulting agreement with the Company.
On April 26, 1991, the Company consummated the repurchase of 777,881
shares of the Company's Common Stock owned by Mr. Defibaugh, at a price per
share of $10.8458, for aggregate consideration of $8,436,741.75. Of the purchase
price, $3,000,000 of such amount was paid upon consummation with the balance to
be paid over a ten year period. No payments were made in 1995. The Company and
Mr. Defibaugh are currently renegotiating the payment terms.
In February, 1992, the Company entered into a franchise and license
agreement with a limited liability company of the Federal Republic of Germany,
Alover Cosmetics GmbH ("Alover") for the exclusive right to use the tradename,
trademarks and marketing and product know-how of the Company in certain eastern
European countries. Mr. Defibaugh beneficially owns fifty percent of the shares
of outstanding stock of Alover.
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Independent Auditors
The Board of Directors of the Company has appointed Coopers & Lybrand
L.L.P. as its independent auditors for the fiscal year ending December 31, 1996,
and have further directed that the selection of auditors be submitted for
ratification by the shareholders at the Annual Meeting.
The Company has been advised by Coopers & Lybrand L.L.P. that neither
such firm nor any of its associates, has any present relationship with the
Company, other than the usual relationship that exists between independent
auditors and clients. Coopers & Lybrand L.L.P. will have a representative at the
meeting who will have an opportunity to make a statement, if he so desires, and
will be available to respond to appropriate questions.
Quorum and Voting Requirements
A quorum for the purpose of acting on this Proposal, requires the
presence, in person or by proxy, of the holders of at least a majority of the
outstanding shares of the Company.
The affirmative vote of the holders of a majority of the Company's
shares present in person or by proxy at the Annual Meeting is required for the
adoption of this Proposal.
-9-
<PAGE>
Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THIS PROPOSAL.
NOMINATIONS FOR DIRECTORS AND OTHER PROPOSALS FOR THE 1996 ANNUAL MEETING
Nominations for election to the Board of Directors and other proposals
for the Annual Meeting may only be made in writing by a shareholder entitled to
vote at the Meeting. Such nominations must be addressed to the Secretary,
Aloette Cosmetics, Inc., 1301 Wright's Lane East, West Chester, Pennsylvania,
19380. Nominations and other proposals must have been received by the Assistant
Secretary within a reasonable period of time prior to the Annual Meeting and, in
the case of nominees, must be accompanied by the written consent of the nominee.
Nominations should also have been accompanied by a description of the nominee's
business or professional background and otherwise contain the information
required by Schedule 14A of the Securities Exchange Act of 1934, as amended.
SHAREHOLDER PROPOSALS AND NOMINATIONS
FOR DIRECTORS FOR THE 1997 ANNUAL MEETING
Any shareholder who intends to present a proposal for consideration at
the Company's 1997 Annual Meeting of Shareholders must, on or before January 2,
1997, submit his proposal to the Company and notify the Company that he intends
to appear personally at the 1997 Annual Meeting to present his proposal, in
order to have the Company consider the inclusion of such proposal in the
Company's Proxy Statement and form of proxy relating to the 1997 Annual Meeting.
Reference is made to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, for information concerning the content and form of such proposal and
the manner in which such proposal must be made.
Nominations for election to the Board of Directors in 1997 may be made
only in writing by a shareholder entitled to vote at the 1996 Annual Meeting of
Shareholders and must be addressed to the Secretary, Aloette Cosmetics, Inc.,
1301 Wright's Lane East, West Chester, Pennsylvania 19380. Nominations must be
received by the Secretary on or before January 2, 1997, and must be accompanied
by the written consent of the nominee. Nominations should also be accompanied by
a description of the nominee's business or professional background and otherwise
contain the information required by Schedule 14A of the Securities Exchange Act
of 1934, as amended.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described above in the Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that the proxies hereby solicited will be voted with respect to
those other matters in accordance with the judgment of the persons voting the
proxies, unless otherwise directed by the Board of Directors.
-10-
<PAGE>
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers, and employees of the Company may
solicit proxies personally or by telephone without additional compensation. If
there are not sufficient votes for approval of any of the matters to be acted
upon the Annual Meeting, the Annual Meeting may be adjourned to permit further
solicitation of proxies.
By Order of the Board of Directors,
/s/ Jean M. Lewis
------------------------------------
Jean M. Lewis
Assistant Secretary
West Chester, Pennsylvania
April 30, 1996
---------------------------------------
The Annual Report to Shareholders of the Company for the fiscal year
ended December 31, 1995 accompanies this Proxy Statement. The Annual Report does
not constitute proxy solicitation material.
---------------------------------------
-11-
<PAGE>
PROXY PROXY
ALOETTE COSMETICS, INC.
This Proxy is Solicited by the Company's Board of Directors
The undersigned hereby appoints Johanne Toner and Janet V. Bizal, or
either of them acting singly in the absence of the other, with full power of
substitution, as Proxy or Proxies for the Undersigned to vote all of the
Common Stock of the Company registered in the name of the Undersigned, at the
Aloette Cosmetics, Inc. (the "Company") Annual Meeting of Shareholders of the
Company to be held on May 28, 1996 at 10:00 a.m. (Eastern Time) at Aloette
Cosmetics, Inc., 1301 Wright's Lane East, West Chester, Pennsylvania and any
adjournments thereof (the "Annual Meeting"), and especially to vote upon the
items of business specified below as more fully described in the Proxy
Statement accompanying the Notice of Annual Meeting, receipt of which is hereby
acknowledged, with power to vote as directed or, if there be no direction, and
in matters in which no proposal has been made but which is business which
properly may come before the Annual Meeting, with full discretion, except as
may be otherwise directed by the Company's Board of Directors. In their
discretion, on such other business as may properly be brought before the Annual
Meeting, or any adjournment thereof.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
ALOETTE COSMETICS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. X
[ ]
THIS PROXY WILL BE VOTED AS ABOVE SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
FOR WITHHOLD FOR ALL(Except Nominee(s)
1. Election of Company Directors: / / / / / / Written Below)
Nominees: Arlene Goldwater and
John E. Defibaugh ------------------
FOR WITHHOLD ABSTAIN
2. Ratification of appointment of independent auditors. / / / / / /
The Undersigned hereby revoke(s) any
Proxy or Proxies heretofore given to
vote or act with respect to such Common
Stock at the Annual Meeting and hereby
ratifies and confirms all action that
said Proxy or Proxies, their
substitutes, or any of them lawfully
take by virtue hereof.
Dated:
-------------------------
Signature(s)
----------------------------
----------------------------------------
(Please sign exactly as your name
appears at left. When signing as an
executor, administrator, guardian,
trustee or attorney, please give your
title as such. If signer is a
corporation, please sign the full
corporate name and then an authorized
officer should sign his name and and
title below signature. If the shares
are held in joint name, all owners
should sign.)
