<PAGE>
ALOETTE COSMETICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 1997
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 27, 1997 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 1997
fiscal year.
The Board of Directors has fixed the close of business on April 18,
1997 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 29, 1997 Jean M. Lewis
Assistant Secretary
<PAGE>
ALOETTE COSMETICS, INC.
1301 Wright's Lane East
West Chester, Pennsylvania 19380
(610) 692-0600
April 29, 1997
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 27, 1997 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 April 29, 1997.
Date, Time and Place of Meeting
The Annual Meeting will be held on Tuesday, May 27, 1997 at 10:00 a.m.
(Eastern Time), at Aloette Cosmetics, Inc., 1301 Wright's Lane East, West
Chester, Pennsylvania.
<PAGE>
Outstanding Securities, Quorum, Voting Rights and Record Date
The close of business on April 18, 1997 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
1,100 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 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 18, 1997 there were outstanding and entitled to vote 2,157,253
shares of Common Stock. The following table sets forth information concerning,
as of April 18, 1997, 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 18, 1997) 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 826,904 (3) 37.0%
Robert B. Throm 35,588 (4) 1.6%
John E. Defibaugh 44,000 (5) 2.0%
Mark J. DeNino 9,000 (5)(6) *
William J. Albertus, Sr. 1,000 (7) *
Jean M. Lewis 61,054 (8) 2.8%
------
All officers and directors
as a group (6 persons) 977,546 (9) 42.5%
=======
(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 75,001 options, which are immediately exercisable, and 4,421
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 1,000 immediately exercisable Warrants issued pursuant to the
Company's Directors' Warrant Plan.
(6) Includes 8,000 options, which are immediately exercisable.
(7) Consists of 1,000 immediately exercisable warrants issued pursuant to
the Company's Directors' Warrant Plan.
(8) Includes 50,001 options, which are immediately exercisable, and 9,853
shares of Common Stock granted pursuant to, and vested under, the
Company's Employee Stock Ownership Plan.
(9) Includes 141,002 options, which are immediately exercisable.
* Less than 1%
The following table sets forth information concerning, as of April 18,
1997, 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. 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. 127,100 5.9%
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 II are standing for election at the Annual Meeting. The term
of office of directors in Class II, if elected, will expire at the 2000 Annual
Meeting of Stockholders, that of the directors in Class I will expire at the
1999 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
five 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 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>
William J. Albertus, Sr. 64 President, CBA Steel Corp. (steel sales) II 1995
Pennsylvania, since 1985.
Robert B. Throm 64 Vice President of the Company from II 1985
January, 1982, to March, 1990.
</TABLE>
-4-
<PAGE>
CONTINUING DIRECTORS
Following, 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 50 Chairman of the Board of the Company III 1978
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 43 Managing Director, Technology Leaders III 1995
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.
John E. Defibaugh 63 Consultant to the Company since November I 1995/
1995; President of the Company from 1985 1978-1991
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>
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 Common Stock of the Company.
The affirmative vote of the holders of a majority of the Company's
Common Stock present in person or by proxy at the Annual Meeting is required for
the adoption of this Proposal.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT EACH OF THE NOMINEES BE ELECTED AS A
DIRECTOR.
-5-
<PAGE>
The Board of Directors and its Committees
The Board of Directors met 10 times in 1996. 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 1996.
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 two times during
1996. 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 one time in 1996. 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 Mr. Defibaugh.
Remuneration of Directors
For the 1996 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 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.
EXECUTIVE OFFICERS
In addition to Ms. Defibaugh, Jean M. Lewis, Vice President of Finance
is an executive officer of the Company. Ms. Lewis, age 35, 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.
-6-
<PAGE>
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
1996 to Ms. Defibaugh, the Chief Executive Officer of the Company. No other
executive officer's compensation exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
----------------------------- -----------------------------
(a) (b) (c) (d) (f) (g) (i)
Name & Principal Year Salary Bonus Restricted Stock Options/ All other
Position ($) ($) Awards(s) ($) SARs (#) Compensation ($)
---------------- ---- ------ ----- ---------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Patricia J. Defibaugh 1996 $228,600 $30,500 0 0 $8,974 (1)
Chairman of the Board and 1995 226,800 0 0 0 8,464 (1)
Chief Executive Officer 1994 225,000 0 0 150,000 3,929 (1)
</TABLE>
- ------------
(1) Represents the Company's contributions to its Profit Sharing/401(k)
Plan for the benefit of Ms. Defibaugh.
The following table sets forth the number of securities underlying
unexercised options at the end of 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
(d)
Number of Securities
Underlying Unexercised Option/SARS
(a) at FY-End (#)
Name Exercisable/Unexercisable
---- ----------------------------------
Patricia J. Defibaugh 150,000
75,001/74,999
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. As of December 31, 1996 the bonus due Ms. Defibaugh has been
accrued and will be paid to her in 1997. 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.
-7-
<PAGE>
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
Effective September 1, 1996, Ms. Goldwater resigned from her position
as Vice President of Aloette Cosmetics, Inc. as well as President of Aloette
Cosmetics of Canada, Inc. Ms. Goldwater will continue to provide consulting
services on an as needed basis to the Company from August 1996 to December 31,
1997 and will receive an aggregate of $150,000 over the period for providing
such services. She is subject to an eighteen month restrictive covenant and a
three year non-solicitation.
Certain Transactions
John E. Defibaugh, a director and the husband of the Chairman of the
Board and co-founder of the Company, 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 which is currently being
continued on a monthly basis. Mr. Defibaugh was re-elected as a director in
1995.
On April 26, 1991, the Company repurchased 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. This agreement was restructured in April 1996. The new terms
provided for an initial payment of $200,000, interest to accrue on the unpaid
balance at the rate of 7% and monthly payments of $50,000 which began in May
1996. Interest payments will be deferred until all principal has been paid in
full. Upon repayment of principal, monthly payments of $50,000 will continue
until all deferred interest has been paid. In 1996, $600,000 was paid to Mr.
Defibaugh as a reduction in principal.
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. This agreement expired in February 1997; and at
this time it does not appear that the agreement will be renewed.
-8-
<PAGE>
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, 1997,
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.
Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THIS PROPOSAL.
NOMINATIONS FOR DIRECTORS AND OTHER PROPOSALS FOR THE 1997 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 1998 ANNUAL MEETING
Any shareholder who intends to present a proposal for consideration at
the Company's 1998 Annual Meeting of Shareholders must, on or before January 2,
1998, submit his proposal to the Company and notify the Company that he intends
to appear personally at the 1998 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 1998 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.
-9-
<PAGE>
Nominations for election to the Board of Directors in 1998 may be made
only in writing by a shareholder entitled to vote at the 1997 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, 1998, 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.
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 29, 1997
---------------------------------------
The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 1996 accompanies this Proxy Statement. The Annual Report
does not constitute proxy solicitation material.
---------------------------------------
-10-
<PAGE>
PROXY PROXY
ALOETTE COSMETICS, INC.
This Proxy is Solicited by the Company's Board of Directors
The undersigned hereby appoints Johanne Toner and Jim Bonacorsi, 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 27, 1997 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.
1.Election of Company Director(s):
Nominee(s); William J. Albertus, Sr. and Robert B. Throm
For Withheld For All
All All (Except Nominee(s) Written Below)
[ ] [ ] [ ]
--------------------------------------
2. Ratification of appointment of independent auditors.
For Against Abstain
[ ] [ ] [ ]
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 ,1997
---------------------------------------
Signature(s)
--------------------------------------
- --------------------------------------------------
(Please sign exactly as your name appears at left. When signing as an executor,
administer, guardian, trustee or attorney, please give your title as such. If
either is a corporation, please sign the full corporate name and then an
authorized officer should sign his name and title below his signature. If the
shares are held in joint name, all owners should sign.)
- --------------------------------------------------------------------------------
* PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE *
YOUR VOTE IS IMPORTANT!
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
