<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [] Confidential, for use of the
[X] Definitive Proxy Statement the Commission only
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14A-ll(c) or Rule 14a-12
NEWS COMMUNICATIONS, INC.
-------------------------
(Name of Registrant as Specified In Its Charter)
NEWS COMMUNICATIONS, INC.
-------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(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: __________________
__________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
NEWS COMMUNICATIONS, INC.
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on September 30, 1999
To the Stockholders of News Communications, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of News Communications, Inc. ("NCI") will be held on Thursday,
September 30, 1999, at the offices of NCI's counsel, Piper & Marbury L.L.P.,
1251 Avenue of the Americas, 29th Floor, New York, NY 10020, at 10:00 a.m. local
time.
The Meeting will be held for the following purposes:
1. To elect nine directors of NCI to serve until the next annual meeting
of stockholders or until their successors are duly elected and
qualified (Proposal 1);
2. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of BDO Seidman, LLP as independent auditors for NCI
for the 1999 fiscal year (Proposal 2); and
3. To transact such other business as may properly come before the
Meeting or any and all adjournments thereof.
The Board of Directors of NCI fixed the close of business on August 30,
1999 as the record date for the determination of stockholders entitled to notice
of and to vote at the Meeting and at any and all adjournments thereof.
Consequently, only the holders of record of NCI's common stock and $10
Convertible Preferred Stock at the close of business on August 30, 1999 are
entitled to notice of and to vote at the Meeting and at any and all adjournments
thereof.
Whether or not you plan to attend the Meeting, please complete, date and
sign the enclosed proxy card, and return it promptly in the enclosed envelope to
ensure your representation at the Meeting. You are cordially invited to attend
the Meeting and, if you do so, you may personally vote, regardless of whether
you have signed a proxy.
Fresh Meadows, New York
September 16, 1999
By Order of the Board of Directors
Steven Farbman
President and Chief Executive Officer
<PAGE>
NEWS COMMUNICATIONS, INC.
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
___________________________
This Proxy Statement and the accompanying proxy card are being furnished in
connection with the solicitation of proxies by and on behalf of the Board of
Directors (the "Board") of News Communications, Inc. ("NCI"), to be used at the
Annual Meeting of Stockholders of NCI (the "Meeting") to be held on Thursday,
September 30, 1999, at 10:00 a.m. local time, at the offices of NCI's counsel,
Piper & Marbury L.L.P., 1251 Avenue of the Americas, New York, NY 10020, and at
any and all adjournments thereof. This Proxy Statement and the accompanying
proxy card are first being mailed to the holders of record of NCI's common stock
and $10 Convertible Preferred Stock on or about September 16, 1999.
Stockholders of NCI represented at the Meeting will consider and vote upon
(i) the election of nine directors to serve until the next annual meeting of
stockholders or until their successors have been duly elected and qualified; and
(ii) such other business as may properly come before the Meeting or any and all
adjournments thereof. NCI is not aware of any other business to be presented
for consideration at the Meeting.
VOTING AND SOLICITATION OF PROXIES
Only holders of record of shares of common stock and $10 Convertible
Preferred Stock at the close of business on August 30, 1999 (the "Record Date")
are entitled to vote at the Meeting. As of the Record Date, 6,829,167 shares of
common stock were outstanding. Each (i) common stockholder is entitled to one
vote for each share of common stock and (ii) $10 Convertible Preferred
Stockholder is entitled to [one vote] for each share of $10 Convertible
Preferred Stock held of record on the Record Date for each proposal submitted
for stockholder consideration at the Meeting. The presence, in person or by
proxy, of the holders of a majority of the shares of common stock and $10
Convertible Preferred Stock, collectively, entitled to vote at the Meeting is
necessary to constitute a quorum for the conduct of business at the Meeting.
The election of each nominee for director requires the approval of a majority of
the total number of votes cast. Abstentions will be considered shares present
for purposes of determining whether a quorum is present at the Meeting and,
therefore, will have the same legal effect as a vote against a motion presented
at the Meeting. Broker non-votes will be considered as shares not entitled to
vote and will, therefore, not be considered in the tabulation of votes.
<PAGE>
All shares represented by properly executed proxies will, unless such
proxies have previously been revoked, be voted at the Meeting in accordance with
the directions on the proxies. A proxy may be revoked at any time prior to
final tabulation of the votes at the Meeting. Stockholders may revoke proxies
by written notice to the Chief Financial Officer of NCI, by delivery of a proxy
bearing a later date, or by personally appearing at the Meeting and casting a
contrary vote. If no direction is indicated, the shares represented by properly
executed proxies will be voted in favor of the Board's nominees for director, as
listed in this Proxy Statement. The persons named in the proxies will have
discretionary authority to vote all proxies with respect to additional matters
that are properly presented for action at the Meeting. Each of the executive
officers and directors has indicated his or her intent to vote all shares of
common stock owned or controlled by him or her in favor of each item set forth
herein.
The proxy solicitation is made by and on behalf of the Board. Solicitation
of proxies for use at the Meeting may be made in person or by mail, telephone or
telegram, by officers and regular employees of NCI. Such persons will receive
no additional compensation for any solicitation activities. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of common stock beneficially owned
by others to forward to such beneficial owners. NCI may reimburse persons
representing beneficial owners of common stock for their costs of forwarding
solicitation materials to such beneficial owners. NCI will bear the entire cost
of the solicitation of proxies, including the preparation, assembly, printing
and mailing of this Proxy Statement, the proxy card and any additional
information furnished to stockholders.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
NCI's common stock, as of August 30, 1999 by each person known to us to own
beneficially more than 5% of our outstanding common stock, by each person who is
a director of NCI, by each person listed in the Summary Compensation Table and
by all directors and officers of NCI as a group.
The information contained in the table was furnished by the persons listed
therein. The calculations of the percent of shares beneficially owned are based
on 6,829,167 shares of common stock outstanding on August 30, 1999.
<TABLE>
<CAPTION>
Beneficial Ownership of Current Percent
Name and Address Common Stock of Class
- ---------------- ------------ --------
<S> <C> <C>
Gary Ackerman 300,408 (1) 4.4%
218-14 Northern Boulevard
Bayside, NY 11432
Thomas Allon 20,000 (2) *
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
Martin A. Bell** 0 (3) 0
D.H. Blair Investment Banking Corp.
44 Wall Street
New York, NY 10005
Carl Bernstein 1,667 (2) *
35 East 84th Street
New York, NY 10028
Steven Farbman (4)** 250,000 3.7%
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
Jerry Finkelstein** 757,334 (2)(6) 10.3%
150 East 58th Street
33rd Floor
New York, NY 10158
Paul Mastronardi 0 0
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
Martin Mendelsohn** 0 0
901 15th Street, N.W., Suite 700
Washington, D.C. 20005
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership of Current Percent
Name and Address Common Stock of Class
- ---------------- ------------ --------
<S> <C> <C>
Robert E. Nederlander** 39,333 (2)(5) *
810 7th Avenue, 21st Floor
New York, NY 10019
Steven Price (4)** 0 0
711 Westchester Avenue, 3rd Floor
White Plains, New York 10604
Daniel Rattiner 56,103 (2)(7) *
26 Three Mile Harbor
Hog Creek Road
East Hampton, NY 11932
Wilbur L. Ross, Jr.** 558,102 (2)(5)(8) 8.0%
1251 Avenue of the Americas
New York, NY 10020
Michael Schenkler** 280,612 (2)(9) 4.1%
174-15 Horace Harding Expressway
Fresh Meadows, NY 11365
Hillel Weinberger 223,667 (2)(5) 3.2%
667 Madison Avenue
New York, NY 10021
Gary Weiss** (11) 150,000 (2) 2.1%
99 Seaview Boulevard
Port Washington, New York 11050
Melvyn I. Weiss (11) 1,172,858 (2)(4)(10) 17.0%
One Pennsylvania Plaza
New York, NY 10119
J. Morton Davis 2,439,909 (12) 34.6%
D.H. Blair Investment Banking Corp.
44 Wall Street
New York, NY 10005
All Directors and Executive Officers as a Group (13 2,561,123 (13) 32.8%
persons)
</TABLE>
______________________
* Less than one percent.
** Nominee for election to the Board.
(1) Includes 1,779 shares owned by Mr. Ackerman's children for whom Mr.
Ackerman is custodian.
(2) Includes the following numbers of shares purchasable upon the exercise
of presently exercisable options and warrants: Mr. Bernstein--1,667;
Mr. Allon--20,000; Mr. Finkelstein--493,333; Mr. Nederlander--15,000;
Mr. Rattiner--11,667; Mr. Ross--121,667; Mr. Schenkler--47,500; Mr.
Weinberger--33,667; Mr. Gary Weiss--150,000; Mr. Melvyn I. Weiss--
26,667.
(3) Mr. Bell disclaims beneficial ownership of all securities of NCI owned
by D.H. Blair Investment Banking Corp. See footnote 12 below.
4
<PAGE>
(4) Steven Price is the brother-in-law of Steven Farbman.
(5) Includes the following numbers of shares issuable upon conversion of
shares of $10 convertible preferred stock: Mr. Nederlander--16,667;
Mr. Ross--66,667; Mr. Weinberger--40,000; Mr. Melvyn I. Weiss--33,334
(6) Includes
(a) 9,945 shares owned by The Jerry Finkelstein Foundation,
Inc., of which Mr. Finkelstein is President, and
(b) 66,667 shares owned by Mr. Finkelstein's wife.
(7) Includes
(a) 167 shares owned by Mr. Rattiner's wife and
(b) 600 shares issuable upon conversion of our 10% preferred
stock.
(8) Does not include
(a) 16,667 shares owned by Rothschild Inc.
(b) 16,667 shares issuable upon conversion of shares of $10
convertible preferred stock
owned by Rothschild North America Inc. ("RNA"), and
(c) 13,333 shares issuable upon exercise of warrants owned by
RNA. Mr. Ross disclaims beneficial ownership of all of such
shares.
Includes 100,000 shares issuable upon exercise of warrants owned by
the Rothschild Recovery Fund L.P.
(9) Includes
(a) 3,000 shares that are issuable upon conversion of our 10%
preferred stock and
(b) 13,678 owned by Mr. Schenkler's wife as custodian for two
minor children of which Mr. Schenkler disclaims beneficial
ownership.
(10) Includes 160,071 shares owned by the M&B Weiss Family Partnership.
(11) Gary Weiss is the son of Melvyn I. Weiss.
(12) Includes
(a) 1,372,303 shares of common stock and warrants to purchase
207,867 shares owned by D.H. Blair Investment Banking Corp.,
of which J. Morton Davis is a director and the sole
stockholder,
(b) 41,006 shares owned by Rivkalex Corporation ("Rivkalex"), a
private corporation owned by Rosalind Davidowitz, Mr.
Davis's wife,
(c) 808,900 shares of common stock owned by Rosalind Davidowitz
and
(d) 9,833 shares of common stock issuable upon exercise of 1,967
shares of $10 convertible preferred stock. Mr. Davis and
D.H. Blair Investment Banking Corp. expressly disclaim
beneficial ownership of all securities held by Rivkalex and
Rosalind Davidowitz.
(13) Includes shares issuable upon exercise of the options referenced in
(2) above, conversion of the $10 convertible preferred stock
referenced in (5) above, conversion of the 10% preferred stock
referenced in (9) above, as well as 7,500 shares issuable to Mr.
Robert Berkowitz, Controller of NCI, upon exercise of presently
exercisable stock options.
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Nine directors will be elected at the Meeting to serve until the next
Annual Meeting of Stockholders or until their successors are duly elected and
qualified. Proxies not marked to the contrary will be voted "FOR" the election
to the Board of each nominee. Management has no reason to believe that any of
the nominees will not be a candidate or will be unable to serve. However, in
the event that any of the nominees should become unable or unwilling to serve as
a director, the proxy will be voted for the election of such person or persons
as shall be designated by the current directors. Each of the following
incumbent directors has consented to be named a nominee in this Proxy Statement
and to serve as a director if elected:
Martin A. Bell Steven Price
Steven Farbman Wilbur L. Ross, Jr.
Jerry Finkelstein Michael Schenkler
Martin Mendelsohn Gary Weiss
Robert E. Nederlander
Information about the foregoing nominees is set forth under "MANAGEMENT"
below.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION TO THE BOARD OF ALL
NOMINEES NAMED ABOVE.
6
<PAGE>
MANAGEMENT
Our executive officers and other significant employees and their ages and
positions are as follows:
<TABLE>
<CAPTION>
Name of Individual Age Position with NCI and Subsidiaries
- ------------------ --- ----------------------------------
<S> <C> <C>
Jerry Finkelstein (1)(2) 83 Chairman of the Board and Director of NCI
Steven Farbman (2) 38 President, Chief Executive Officer and
Director of NCI
Paul Mastronardi 40 Vice President and Chief Financial Officer of
NCI
Michael Schenkler (1)(2) 54 Director of NCI and director and officer of
subsidiaries
Gary Ackerman 56 Director of NCI
Martin A. Bell (2) 48 Director of NCI
Carl Bernstein 54 Director of NCI
Martin Mendelsohn (2) 56 Director of NCI
Robert E. Nederlander (2) 65 Director of NCI
Steven Price (2) 37 Director of NCI
Wilbur L. Ross, Jr. (1)(2) 61 Director of NCI
Hillel Weinberger 45 Director of NCI
Gary Weiss (2) 37 Director of NCI
Thomas Allon 35 Executive Vice President of NCI
Robert Berkowitz 51 Controller of NCI
Daniel Rattiner 59 President, Publisher, Editor and Director of
Dan's Papers Inc.
Marty Tolchin 71 President, Publisher, and Editor of The Hill.
</TABLE>
_________________
(1) Member of Executive Committee
(2) Nominee to the Board
Jerry Finkelstein has been a director of NCI since December 1987 and became
Chairman of the Board in August 1993. He served as publisher of The New York
Law Journal from 1960 to 1984. Mr. Finkelstein was Chairman of the Board of
Struthers Wells Corporation for more than five years prior to November 1993,
when he resigned. Mr. Finkelstein is also a former member of the Board of
Directors of Rockefeller Center, Inc., Chicago Milwaukee Corporation, Chicago
Milwaukee Railroad Corporation, Struthers Wells Corporation and TPI Enterprise,
Inc., formerly Telecom Plus International Inc., a communications company. He is
also a former Commissioner of the Port Authority of New York and New Jersey.
Steven Farbman was appointed President, Chief Executive Officer and
Director of NCI on July 28, 1999. Prior to such date, from December 1997 to
July 1999, Mr. Farbman was a Vice President and the Chief Operating Officer of
American Lawyer Media, Inc. From December 1992 to December 1997, Mr. Farbman
served as Senior Vice President and Chief Operating Offering of the National Law
Publishing Company (subsequently purchased by American Lawyer Media).
Paul Mastronardi was appointed Vice President and Chief Financial Officer
of NCI on August 16, 1999. Prior to such date, from December 1997 to June 1999,
Mr. Mastronardi served
7
<PAGE>
as Vice President, Finance of American Lawyer Media. From March 1996 to December
1997, he was Vice President and Chief Financial Officer of the National Law
Publishing Company (subsequently purchased by American Lawyer Media). He served
as Director of Financial Planning for Bantam Doubleday Dell, a division of
Bertelsmann Inc. from April 1995 to March 1996. Prior to that time, Mr.
Mastronardi spent fourteen years at Gruner & Jahr USA Publishing, where he
served in a variety of capacities, including Staff Accountant, Manager of
Information Systems, Senior Financial Manager and Director of Financial
Planning.
Michael Schenkler has been a director of NCI since March 1990, and served
as its President from December 1991 until July 28, 1999. He has been President
of The Queens Tribune since 1979 and is its publisher. Prior to taking over the
Queens Tribune in 1982, Mr. Schenkler spent 15 years as an educator employed by
the Board of Education of New York City, where he served as a teacher, assistant
principal and principal. Mr. Schenkler is President of all of NCI's
subsidiaries other than DPI and NCNG, of which he is Vice President.
Gary Ackerman has been a director of NCI since March 1990. He has served
in the United States House of Representatives as a Representative from New York
since March 1983. From 1979 until 1983, Mr. Ackerman was a member of the New
York State Senate. From 1970 to 1979, Mr. Ackerman was the founder, editor and
publisher of The Queens Tribune.
Martin A. Bell was elected a director of NCI on July 28, 1999. Mr. Bell
has been Vice Chairman of D.H. Blair Investment Banking Corp. since 1995 and its
General Counsel since 1991. Mr. Bell is also a director of Venus Exploration,
Inc., a company that uses geoscience technology to search for undiscovered
onshore oil and gas reserves in the United States.
Carl Bernstein has been a director of NCI since October 1996. Mr.
Bernstein is a noted author and journalist. He has been a Contributing Editor
to Time Magazine and is presently a Contributing Editor to Vanity Fair. Mr.
Bernstein was the co-author, with Robert Woodward, of "All the President's Men"
and "The Final Days." His most recent publications are "Loyalties: A Son's
Memoir," published by Simon & Schuster, and, as co-author, "His Holiness: Pope
John Paul II and The Hidden History of Our Times," published by Doubleday.
Martin Mendelsohn was elected a director of NCI on July 28, 1999. He has
been a partner in the law firm of Verner, Liiipfert, Bernhard, McPherson and
Hand since January 1991.
Robert E. Nederlander has been a director of NCI since October 1996. He is
the managing member of The Nederlander Company LLC, the owner and/or operator of
legitimate theatres outside of metropolitan New York City, and since 1981, he
has been an officer and/or director of Nederlander Organization Inc., the owner
and/or operator of theatres in New York City. Mr. Nederlander is also a director
of Riddell Sports, Inc., Mego Financial Corp., Allis-Chalmers Corp. and Cendant
Corp.
Steven Price was elected a director of NCI on July 28, 1999. Mr. Price has
been the President and Chief Executive Officer of LiveWire Corporation, a
telecommunications investment and management company since June 1998. From 1996
to 1998, Mr. Price was the President and Chief Executive Office of PriCellular
Corporation, a publicly traded cellular
8
<PAGE>
telephone operator which was sold in June 1998. Mr. Price served as Senior Vice
President, Corporate Development, of PriCellular Corporation between 1994 and
1996 and as Director of Business Development between 1993 and 1994. From 1991
until 1993, he was an attorney with Davis Polk & Wardwell. Prior to practicing
law, Mr. Price served in the U.S. State Department as Special Assistant to the
Chief U.S. Nuclear Arms Negotiator, under appointment by President Bush, and
also worked in the mergers and acquisitions department of Goldman, Sachs & Co.
Mr. Price has been a member of the executive committee of the board of directors
of the Cellular Telecommunications Industry Association.
Wilbur L. Ross, Jr. was elected a director of NCI in October 1996 and was
its Chief Executive Officer from October 1996 until July 28, 1999. Since 1988,
Mr. Ross has been Senior Managing Director of Rothschild Inc. Mr. Ross is also
a director of Mego Financial Corp., a premier developer of timeshare properties,
Syms Corp., a clothing retailer, KTI Corp., a waste-energy conversion company
and World Airways, an airline.
Hillel Weinberger has been a director of NCI since October 1996. Since
1988, he has been Senior Vice President and Senior Portfolio Manager of
Loews/CNA Holdings, a diversified holding company. He is also a director of
Global Crossing Ltd., a provider of fiber optic global Internet and long-
distance telecommunications facilities and services.
Gary Weiss was elected a director of NCI on July 28, 1999. Since May 1997,
Mr. Weiss has been the President of Weiss Capital Group, LLC, an investment and
financial consulting company. From March 1992 to May 1997, Mr. Weiss was a
Managing Director of Bennis & Reissman, Inc., a real estate project management
consulting company.
Thomas Allon has been Executive Vice President of NCI since November 1994.
He has been Publisher of the Manhattan Spirit and Our Town since 1992. From
1990 to 1991 he was Managing/Associate Publisher of the Manhattan Spirit.
Robert Berkowitz has served as Controller of NCI since December 1992. From
November 1991 to November 1992, Mr. Berkowitz was a financial and management
consultant with Gobstein, Weingarten & Goldfarb, a certified public accounting
firm. From August 1989 to November 1991 he was the Chief Accounting Officer for
Meringoff Equities, an owner and manager of commercial real estate. From August
1980 to August 1989 he was Vice-President and Controller of the Trump Group, a
private investment company specializing in the acquisition and operation of both
public and private companies. From 1977 to 1980, he was with the public
accounting firm of Price Waterhouse.
Daniel Rattiner is Publisher and Editor of Dan's Papers, having held these
positions since he founded the publication in 1960. He has also been President
and a director of DPI since its organization in October 1988.
Marty Tolchin is publisher and editor-in-chief of The Hill. This capped a
40-year career at the New York Times, including two decades in the Washington
Bureau. With his wife Susan he is the co-author of five books, including "To
the Victor: Political Patronage from the Clubhouse to the White House," which
was cited in three decisions of the U.S. Supreme Court.
9
<PAGE>
Their last two books have been on international trade. Mr. Tolchin has been with
The Hill since its inception in September 1994.
The directors serve until the next annual meeting of stockholders and until
their respective successors are elected and qualified. Officers serve at the
discretion of the Board of Directors.
On July 27, 1999, at a special meeting of the Board, the Board unanimously
elected Steven Farbman as President and Chief Executive Officer and, subject to
receiving resignations from all incumbent directors other than Jerry
Finkelstein, Wilbur L. Ross, Robert E. Nederlander and Michael Schenkler, the
Board unanimously approved the reduction in the size of the Board from 16 to 9
members. The Board then elected Steven Farbman, Steven Price, Martin A. Bell,
Gary Weiss and Martin Mendelsohn to fill the newly created vacancies. The
reduction in the size of the Board was made possible by the waiver by the
holders of a majority of the $10 Convertible Preferred Stock of their right to
designate members representing one-half of the Board.
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth information for each of the fiscal years
ended November 30, 1998, 1997 and 1996 concerning compensation of all
individuals serving as executive officers of NCI during the fiscal year ended
November 30, 1998 and each other executive officer or key employee of NCI whose
total annual salary and bonus exceeded $100,000 in fiscal 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Other Annual Compensation
Annual Compensation Compensation Awards
--------------------------------------------------------------------------
Salary Bonus Options
Name and Principal Position Year ($) ($) ($) (#)
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jerry Finkelstein, Chairman of the 1998 195,000 --- --- ---
Board of NCI 1997 195,000 --- --- ---
1996 195,000 --- --- 3,334
Wilbur L. Ross, Jr., Chief 1998 $ 1 --- --- ---
Executive Officer of NCI (1) 1997 $ 1 --- --- ---
1996 $ 1 --- --- 66,667
Michael Schenkler, President of 1998 167,223 --- --- ---
NCI and officer of subsidiaries 1997 158,197 --- --- ---
(2) 1996 154,621 30,000 --- 3,334
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Other Annual Compensation
Annual Compensation Compensation Awards
--------------------------------------------------------------------------
Salary Bonus Options
Name and Principal Position Year ($) ($) ($) (#)
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Thomas Allon, Executive Vice 1998 90,516 45,000 --- ---
President of NCI 1997 84,141 45,000 --- ---
1996 82,341 45,000 --- ---
Daniel Rattiner, Publisher, Editor 1998 146,890 95,000 15,000 (3) ---
and President of Dan's Papers, 1997 133,770 81,000 15,000 (3) ---
Inc. 1996 130,869 110,235 15,000 (3) ---
</TABLE>
(1) Mr. Ross resigned as the Chief Executive Officer of NCI on July 28, 1999.
(2) Mr. Schenkler's term as President of NCI ended on July 28, 1999.
(3) Mr. Rattiner is entitled to receive an aggregate of $15,000 per year for
discounted trade-sale merchandise from advertisers. These advertisers
provide such merchandise to Mr. Rattiner in lieu of paying NCI. Beginning
in November 1997, Mr. Rattiner became entitled to a new leased or purchased
automobile every two years, having a value not in excess of $40,000, and a
new leased portable computer every two years, having a value not in excess
of $4,000.
AGGREGATE YEAR-END OPTION VALUES
(November 30, 1998)
<TABLE>
<CAPTION>
Number of unexercised options at Value of unexercised in-the-money
fiscal year-end (#) options at fiscal year-end ($)
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- -------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Wilbur L. Ross 66,667 --- 0 ---
Michael Schenkler 47,500 --- 417 ---
Jerry Finkelstein 232,500 --- 417 ---
Daniel Rattiner 11,667 --- 0 ---
</TABLE>
Employment Agreements
Steven Farbman. On July 28, 1999, Steven Farbman entered into an
Employment Agreement with NCI (the "Employment Agreement"). The Employment
Agreement expires on November 30, 2004 unless it is terminated earlier by Mr.
Farbman or NCI.
Under the Employment Agreement, Mr. Farbman will be paid an initial base
salary of $185,000. The base salary will increase annually by an amount equal
to the percentage increase in the cost of living for the New York metropolitan
area, and the Board will annually review Mr.
11
<PAGE>
Farbman's compensation to determine whether a further increase is warranted. In
addition to his base salary, Mr. Farbman will receive an annual bonus based upon
increases in earnings before interest, taxes, depreciation and amortization for
such period ("EBITDA"). For the fiscal year ending November 30, 1999, the bonus
will be 15% of the amount by which EBITDA for the six months ending November 30,
1999 exceeds the EBITDA for the six months ending November 30, 1998. Thereafter,
the amount of Mr. Farbman's bonus will be 15% of the amount by which EBITDA for
the fiscal year ending November 30, 1999 exceeds the EBITDA for the immediately
preceding fiscal year. Mr. Farbman will also be eligible to receive other cash
or stock bonuses as the Board may determine from time to time in its sole
discretion.
Mr. Farbman's designated beneficiary will also have the right to receive
$1,000,000 of a $3,000,000 key man insurance policy that NCI has agreed to
maintain on the life of Farbman. NCI has also agreed to provide Mr. Farbman
with an automobile allowance of $20,000 per year.
The Employment Agreement may be terminated by NCI at any time for Cause (as
defined in the Employment Agreement). If Mr. Farbman's employment is terminated
for Cause, NCI will have no further obligations under the Employment Agreement
other than base salary and expenses accrued through the date of termination.
The Employment Agreement may also be terminated by NCI upon Mr. Farbman's death
or disability. In such event, NCI will pay to Mr. Farbman or his estate an
amount equal to his annual base salary at the time of his death unless, in the
case of his death, Mr. Farbman's estate receives the insurance proceeds
described above.
The Employment Agreement may also be terminated by Mr. Farbman for "Good
Reason," which includes, among other things, Mr. Farbman's removal as President
and Chief Executive Officer and as a director of NCI, a material change in Mr.
Farbman's duties or responsibilities, a reduction in Mr. Farbman's compensation,
the breach of a certain Stockholders' Agreement, dated July 28, 1999, or a
change in control of NCI. If Mr. Farbman terminates his employment for Good
Reason, he will be entitled to receive an amount equal to (A) the sum of (x) his
Base Salary then in effect and (y) the greater of the Bonus for the year
preceding his termination or the Bonus that he would have received had he
completed the year in which his termination occurred multiplied by (B) the
lesser of (x) two (2) or (y) the number of years remaining in the Term
(including fractional portions of a year), but in no event shall the multiplier
be less than one (1).
The Employment Agreement contains a restrictive covenant that restricts Mr.
Farbman from engaging in (i) publication of community oriented newspapers in the
communities served by NCI, (ii) publication of newspapers, magazines or
periodicals the content of which is similar to or competitive with any
publication of NCI having a circulation that is directed to a specific
demographic group to whom publications of NCI are directed or (iii) a business
that directly competes within the same geographic market in which a business of
NCI accounts for, or is projected to account for, more than 5% of NCI's gross
revenues. The Employment Agreement also prohibits Mr. Farbman from soliciting
customers and employees of NCI. These restrictions apply both during the term
and for (x) two (2) years after the termination of Mr. Farbman's employment by
NCI for Cause or by Mr. Farbman without Good Reason or (y) one (1) year after
the termination of Mr. Farbman's employment by NCI without Cause, by Mr. Farbman
for Good
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Reason or as a result of Mr. Farbman's disability.
In connection with Mr. Farbman's employment by NCI, on July 28, 1999, Mr.
Farbman also entered into a Restricted Stock Agreement and a Stock Option
Agreement with NCI. Under the terms of the Restricted Stock Agreement, NCI
issued to Mr. Farbman 250,000 shares of common stock. These shares vest as to
50% on July 28, 2000 and 50% on July 28, 2001 so long as Mr. Farbman remains an
employee of NCI on such dates. The vesting may be accelerated upon the
occurrence of certain events, including the occurrence of a change of control of
NCI or the termination of Mr. Farbman's Employment Agreement by the NCI without
Cause or by Mr. Farbman for Good Reason.
Under the terms of the Stock Option Agreement, NCI granted Mr. Farbman
options to purchase 830,000 shares of its common stock at an exercise price of
$1.8125 per share. The options vest in four equal installments of 207,500
shares commencing on July 28, 2000 and on each July 28 thereafter. The vesting
may be accelerated if NCI achieves certain EBITDA performance targets.
Jerry Finkelstein. Pursuant to an amended and restated employment
agreement entered into by NCI and Jerry Finkelstein as of August 20, 1993, and
amended on July 28, 1999, and terminating on August 19, 2003, Mr. Finkelstein is
employed as Chairman of the Board of Directors of NCI at an annual salary of
$95,000. Mr. Finkelstein may also be paid annual bonuses at the discretion of
the Board, based upon such factors as our results of operations and transactions
involving NCI which are introduced to us by Mr. Finkelstein or in which he is
otherwise involved on our behalf. We also provide Mr. Finkelstein with medical
and other benefits and perquisites. Mr. Finkelstein may terminate the agreement
at any time by giving us at least 10 days' notice. In the event of his
permanent disability or death, salary and bonuses shall continue to be paid to
him or the legal representative of his estate until the end of the term of the
agreement.
Michael Schenkler. Pursuant to an employment agreement entered into by NCI
and Michael Schenkler as of October 15, 1994, and terminating October 14, 1999,
until July 28, 1999, Mr. Schenkler was employed as President of News
Communications and President of Tribco and is currently employed as President of
Tribco. The employment agreement provides for a minimum base salary of $150,000
per year, subject to cost-of-living increases, and such annual bonuses as the
Board of Directors of NCI may determine in its sole discretion. The agreement
requires Mr. Schenkler to protect confidential information of NCI and restricts
him from engaging in certain competitive activities during the term of his
employment and for one year thereafter.
Daniel Rattiner. Pursuant to an employment agreement between DPI and
Daniel Rattiner terminating in 2007, Mr. Rattiner earns a base salary from DPI
of $149,000 per year, adjusted for increases in the consumer price index, plus a
bonus in each fiscal year based on net profits, as defined, of DPI and fringe
benefits totaling approximately $37,000 annually. Mr. Rattiner may terminate
his employment at any time. Mr. Rattiner has pledged to keep secret
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DPI's confidential matters and, in the event he leaves the employ of DPI, not to
compete with DPI for specific periods of time, depending on the reasons for his
separation.
We have no established compensation arrangements with our directors. See
"Directors' and Officers' Options" for a discussion of our Directors and
Officers Stock Option Plan and options granted to certain directors and
officers.
Directors' and Officers' Options
On August 17, 1993, the Board adopted a Discretionary Directors and
Officers Stock Option Plan pursuant to which, as amended, the Board may award
options to purchase an aggregate of 500,000 shares of common stock to directors
and officers of News Communications and its subsidiaries which shall be
exercisable at the market price on the date of grant for periods, and under
conditions, specified by the Board in such grants. Options under the
Discretionary Option Plan are non-qualified and non-incentive options for
purposes of income taxation and are not intended to qualify under Section 422A
of the Internal Revenue Code of 1986. No grants were made under the
Discretionary Option Plan during the fiscal year ended November 30, 1998.
On August 17, 1993, the Board also adopted a Non-Discretionary Directors
Stock Option Plan pursuant to which each director was granted on August 17, 1993
and is granted each anniversary thereof on which he or she continues to be a
director, a five-year option to purchase 3,333 shares of common stock at the
market price on the date of grant. The Non-Discretionary Option Plan also
provides that any person becoming a director within the six months after any
August 17, 1998 will be granted an option for 3,333 shares on the date he or she
becomes a director. Pursuant to the Non-Discretionary Option Plan, each person
who was a director of NCI, other than Mr. Ackerman, on August 17, 1996 received
a grant of an option to purchase 3,333 shares of common stock exercisable at
$4.875 per share and each person who became a director on October 28, 1996
received a grant of an option to purchase 1,666.67 shares of common stock
exercisable at $6.75 per share. The latter grants completed the grants that may
be made under the Non-Discretionary Option Plan.
On July 28, 1999, NCI granted to Steven Farbman, NCI's new President, Chief
Executive Officer and director, an option to purchase 830,000 shares of common
stock. See "Employment Agreements - Steven Farbman" above.
On July 28, 1999, in consideration for Jerry Finkelstein's continued
service to NCI as its Chairman of the Board of Directors, NCI granted to Mr.
Finkelstein options to purchase 200,000 shares of common stock at an exercise
price of $2.25 per share. Such options expire on July 28, 2004. In addition,
on July 28, 1999, NCI also extended the termination date of all unexpired
options previously granted to Mr. Finkelstein to July 28, 2004.
Meetings and Committees of the Board of Directors
The Board held no meetings during the fiscal year ended November 30, 1998.
All Board business was transacted through written consents of corporate actions.
During fiscal 1998, the Board had three committees: the Executive Committee,
the Audit Committee and the
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Compensation Committee.
During fiscal 1998, the Executive Committee was comprised of Messrs. Ross,
Finkelstein and Schenkler. Mr. Ross served as Chairman of the Executive
Committee.
The Audit Committee was comprised of Messrs. Nederlander and Tarlow. The
Audit Committee recommends the independent accountants appointed by the Board to
audit our the financial statements, which includes an inspection of our books
and accounts, and reviews with such accountants the scope of their audit and
their report thereon, including any questions and recommendations that may arise
relating to such audit and report or our internal accounting and auditing system
procedures. The composition of the Audit Committee complies with the
independent director requirements of Nasdaq. Subsequent to this Meeting, the
Board will appoint new members of the Audit Committee.
The Compensation Committee was comprised of Messrs. Catsimatidis and
Tarlow. The function of the Compensation Committee is to review and approve the
compensation of executive officers and establish targets and incentive awards
under our incentive compensation plans. The Compensation Committee reports to
the Board. Subsequent to this Meeting, the Board will appoint new members of
the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
NCI's Compensation Committee was composed of Messrs. Catsimatidis and
Tarlow. Neither Mr. Catsimatidis nor Mr. Tarlow is or was an officer or
employee of NCI.
Board Report on Executive Compensation
General. The Compensation Committee of the Board is responsible for
determining and administering NCI's compensation policies for the remuneration
of NCI's officers. In the absence of a Compensation Committee, the Board is
responsible for such activities. The Compensation Committee or the Board, as
the case may be, annually evaluates individual and corporate performance from
both a short-term and long-term perspective.
Salaries. The policy is to provide salaries (i) that are approximately at
the median of the salaries paid to similar executive officers in similar
companies, adjusted in the Compensation Committee's or the Board's subjective
judgment to reflect differences in duties of the officers and differences in the
size and stage of development of the companies, in order to attract and retain
qualified executives and (ii) that compensate individual employees for their
individual contributions and performance. The Compensation Committee or the
Board determines comparable salaries paid by other companies similar to NCI
through its subjective evaluation of its members' knowledge of salaries paid by
other companies, any studies conducted about NCI's industry, salary requests of
individuals interviewed by NCI for open positions and recommendations of
management. The Compensation Committee or the Board subjectively evaluates this
information and NCI's financial resources and prospects to determine the salary
and severance arrangements for an executive officer.
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Components of Executive Compensation. Historically, NCI's executive
employees have received cash-based and equity-based compensation.
Cash-Based Compensation. Base salary represents the primary cash
-----------------------
component of an executive employee's compensation, and is determined by
evaluating the responsibilities associated with an employee's position at NCI
and the employee's overall level of experience. In addition, the Committee, in
its discretion, may award bonuses. The Compensation Committee and the Board
believe that NCI's management and employees are best motivated through stock
option awards and cash incentives.
Equity-Based Compensation. Equity-based compensation principally has
-------------------------
been in the form of stock options. The Compensation Committee and the Board
believe that stock options represent an important component of a well-balanced
compensation program. Because stock option awards provide value only in the
event of share price appreciation, stock options enhance management's focus on
maximizing long-term stockholder value and thus provide a direct relationship
between an executive's compensation and the stockholders' interests. No specific
formula is used to determine stock option awards for an employee. Rather,
individual award levels are based upon the subjective evaluation of each
employee's overall past and expected future contributions to the success of NCI.
Employment Agreements and Miscellaneous Personal Benefits. The
Compensation Committee's and the Board's policy has been to have employment
agreements with each of its executive officers to provide them with specified
minimum positions, periods of employment, salaries, fringe benefits and
severance benefits. These benefits are intended to permit the executive officer
to focus his attention on performing his duties to NCI, rather than on the
security of his employment, and to provide the officer with benefits deemed by
the Compensation Committee or the Board to be suitable for the executive's
office.
Compensation of the Chief Executive Officer
The philosophy, factors and criteria of the Compensation Committee and the
Board generally applicable to NCI's officers are also applicable to the Chief
Executive Officer. However, Wilbur L. Ross, Jr., NCI's Chief Executive Officer
during fiscal 1998, agreed to receive only $1 in compensation from NCI. The new
Chief Executive Officer's salary for fiscal 1999 will be based on the factors
set forth above under "Salaries" and "Components of Executive Compensation."
By the Board of Directors
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 28, 1999, NCI became a party to, a certain Stockholders' Agreement
by and among NCI; Jerry Finkelstein, The Jerry Finkelstein Foundation, Inc. and
Shirley Finkelstein (collectively, the "Finkelstein Group"); Wilbur L. Ross,
Jr.; J. Morton Davis, D.H. Blair Investment Banking Corp., Rivkalex Corporation
and Rosalind Davidowitz (collectively, the "Davis Group"); Melvyn I. Weiss
("Weiss") and the M&B Weiss Family Partnership (collectively, the "Weiss
Group"); and Steven Farbman (each member of the Finkelstein Group, Mr. Ross, the
Davis Group, the Weiss Group and Mr. Farbman, individually, a "Stockholder" and
collectively the "Stockholders").
Under the terms of the Stockholders' Agreement, while Mr. Farbman is
President and Chief Executive Officer of NCI, the Stockholders have agreed to
act to maintain the size of the Board at 9 members. The Stockholders have also
agreed to vote their shares so as to elect as directors of NCI (i) Jerry
Finkelstein; (ii) two persons designated by Mr. Ross, one of whom is initially
Ross and the other of whom is initially Robert E. Nederlander; (iii) three
persons designated by Mr. Farbman, one of whom is Mr. Farbman, one of whom is
initially Steven Price and one of whom is initially Michael Schenkler; (iv) one
person to be designated by the Weiss Group who is initially Gary Weiss; (v) one
person to be designated by the Davis Group who is initially Martin A. Bell; and
(vi) one person to be designated by the Davis Group, the Weiss Group and the
Finkelstein Group acting jointly who is initially Martin Mendelsohn. As a
result of the Stockholders' Agreement and the collective ownership by the
Stockholders of more than 66% of NCI's common stock, upon the receipt of
resignations from the existing Board members who are not being designated as
directors of NCI as described above, the Stockholders will control the election
of the members of the entire Board of Directors.
On July 28, 1999, the maturity of the $1,000,000 aggregate principal amount
of indebtedness of NCI's subsidiaries, Tribco Incorporated and Access Network
Corp., to D.H. Blair Investment Banking Corp. was extended to January 31, 1999.
This indebtedness is now coterminous with the indebtedness of Dan's Papers Inc.
in the principal amount of $1,500,000. With respect to the repayment of the
such indebtedness, on July 28, 1999, Messrs. Weiss, Ross and Davis entered into
a Subscription Agreement with NCI pursuant to which Mr. Weiss, Mr. Ross and Mr.
Davis have agreed to purchase 445,671, 129,400 and 853,500 shares of NCI's
common stock, respectively, at a purchase price of $1.75 per share, on January
31, 2000, at the request of NCI in order to repay this indebtedness and accrued
interest thereon.
January 12, 1999, Messrs. Ross, Weiss and Davis entered into a Standby
Agreement with NCI pursuant to which they purchased the shares remaining unsold
in NCI's rights offering. The Standby Agreement grants each such person certain
registration rights that allow them to register for sale such shares during the
three-year period following the closing of the rights offering.
NCI has the option, in certain circumstances, to acquire Mr. Rattiner's
shares in DPI. In addition, Mr. Rattiner can require NCI to purchase his 20%
interest in DPI at any time for a price equal to 20% of DPI's retained earnings,
if any, plus the greater of $200,000 or 20% of DPI's
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gross collected revenues, after deduction of advertising agency commissions, for
the full fiscal year prior to the year in which notice is given.
DPI leases from Mr. Rattiner 1,910 square feet of office space at an annual
rate of $38,200, plus cost-of-living adjustments, in a building on Montauk
Highway, Bridgehampton, New York, for a term of ten years terminating in October
2008. Pursuant to the lease, NCI has agreed to an increased rental amount if
Mr. Rattiner expands the building. DPI has the option to renew the lease for
one additional 5 year term.
Rothschild Inc., of which Wilbur L. Ross, Jr. is Senior Managing Director,
and of which Sydney Gruson, a deceased former director of NCI, was Senior
Advisor, furnished investment banking services to NCI in connection with the
issuance and sale of our $10 Convertible Preferred Stock and associated
warrants. In consideration for such services, we issued Rothschild Inc. 16,668
shares of common stock, valued at $6.00 per share.
On November 5, 1997, DPI and NCI entered into the Rothschild Recovery Fund
Loan Agreement with Rothschild Recovery Fund L.P. pursuant to which DPI borrowed
$1,500,000 from Rothschild Recovery Fund pursuant to a promissory note bearing
interest payable monthly at the rate of 9.75% per annum and with a maturity date
of December 31, 1998. The maturity date of the loan has been extended to
January 31, 2000. The note is secured by a lien on all of DPI's assets and is
guaranteed by NCI. In August 1999, Mr. Ross purchased the promissory note from
Rothschild Recovery Fund. In addition, in connection with the execution of the
Rothschild Recovery Fund Loan Agreement, we issued to Rothschild Recovery Fund a
five-year warrant to purchase 100,000 shares of our common stock at an initial
exercise price of $6.75 per share, subject to adjustment. Wilbur L. Ross, Jr.
is Chairman of Rothschild Recovery Fund.
In May 1996, NCI, Tribco and Access obtained a $1,000,000 loan from D. H.
Blair Investment Banking Corp., one of our principal stockholders. The loan is
repayable on June 21, 1999 and bears interest at the rate of 8.5% per annum
payable quarterly. The loan is secured by a security interest granted by the
borrowers to D.H. Blair Investment Banking Corp. on all of their personal
property and fixtures and by a pledge made by NCI to D.H. Blair Investment
Banking Corp. of all of the outstanding common stock of Tribco and Access. As
additional consideration for the loan, we issued D.H. Blair Investment Banking
Corp. a five-year warrant to purchase 66,667 shares of our common stock at an
initial exercise price of $7.50 per share, subject to adjustment.
Effective May 17, 1996, NCI entered into an agreement with D.H. Blair
Investment Banking Corp. pursuant to which D.H. Blair Investment Banking Corp.
was engaged as a non-exclusive financial advisor and investment banker to NCI.
As an inducement to D.H. Blair Investment Banking Corp.'s providing such
services, we issued D.H. Blair Investment Banking Corp. a five-year warrant to
purchase 133,000 shares of our common stock at an initial exercise price of
$7.50 per share, subject to adjustment.
Gristede's and Red Apple Markets, supermarket chains that are owned by Red
Apple Group, Inc., of which Mr. Catsimatidis is Chairman, and Sloan's
Supermarkets, Inc., of which Mr. Catsimatidis is Chairman, advertise in various
of our publications and also utilize various of
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our printing services. Such advertising and printing services are charged at our
standard rates and totaled approximately $44,750 during the fiscal year ended
November 30, 1998.
The transactions described above are on terms as favorable to NCI as those
that could have been obtained from independent third parties and arms-length
negotiations.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee of the Board of Directors,
none of whose members is an officer of NCI, the Board of NCI has selected the
firm of BDO Seidman LLP, as independent auditors, for its fiscal year ending
November 30, 1999, subject to ratification by the stockholders. BDO Seidman
served as NCI's independent auditors during 1998. If the appointment of the
firm of BDO Seidman is not approved or if that firm shall decline to act or
their employment is otherwise discontinued, the Board of Directors will appoint
other independent auditors. Representatives of BDO Seidman will be present at
the Meeting, will be afforded an opportunity to make a statement and will be
available to respond to inquiries from stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF BDO SEIDMAN, LLP.
COMPLIANCE WITH 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
NCI's directors, executive officers and persons who own more than ten percent of
the common stock (the "Ten Percent Stockholders") to file with the Securities
and Exchange Commission initial reports of beneficial ownership on Form 3 and
reports of changes in beneficial ownership on Form 4 or Form 5. Directors,
executive officers and Ten Percent Stockholders are required to furnish NCI with
copies of all such forms that they file. Based solely on the review of such
forms furnished to NCI, NCI believes that during fiscal 1998, NCI's directors,
executive officers and Ten Percent Stockholders complied with all applicable
Section 16(a) filing requirements.
OTHER MATTERS
The Board knows of no other matters which are likely to be brought before
the Meeting. If, however, any other matters are properly brought before the
Meeting, the persons named in the enclosed proxy or their substitutes shall vote
thereon in accordance with their judgment pursuant to the discretionary
authority conferred by the form of proxy.
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NCI's Annual Report, including certain financial statements, is being
mailed concurrently with this Proxy Statement to all persons who were holders of
record of common stock and $10 Preferred Stock at the close of business on
August 30, 1999, which is the record date for voting purposes. The Annual
Report does not constitute a part of the proxy soliciting material.
Upon the written request of any stockholder, NCI will provide, without
charge, a copy of NCI's Annual Report on Form 10-KSB for the fiscal year ended
November 30, 1998. Written requests for such report should be directed to the
Chief Financial Officer of NCI, 174-15 Horace Harding Expressway, Fresh Meadows,
NY 11365.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholders who wish to present proposals at the 2000 annual meeting of
stockholders and who wish to have their proposals presented in the proxy
statement distributed by the Board in connection with such annual meeting must
submit their proposals in writing, to the attention of the Chief Financial
Officer of NCI, on or before May 19, 2000.
By Order of the Board of Directors
Steven Farbman
President and Chief Executive Officer
Fresh Meadows, New York
September 16, 1999
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PROXY
NEWS COMMUNICATIONS, INC.
174-15 Horace Harding Expressway, Fresh Meadows, NY 11365
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
The undersigned hereby appoints Steven Farbman and/or Paul Mastronardi as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the common
stock of News Communications, Inc. held of record by the undersigned on August
30, 1999, at the Annual Meeting of Stockholders to be held on September 30,1999
or at any adjournment thereof.
1. Election of Martin A. Bell, Steven Farbman, Jerry Finkelstein, Martin
Mendelsohn, Robert E. Nederlander, Steven Price, Wilbur L. Ross, Jr.,
Michael Schenkler and Gary Weiss as directors.
[_] FOR all nine nominees listed (except as marked [_] WITHHOLD
to the contrary above) AUTHORITY
(INSTRUCTION: To withhold authority to vote for any of the nominees,
strike a line through the nominee's name in the list above.)
2. Ratification of the appointment of BDO Seidman LLP as NCI's independent
auditors for the fiscal year ending November 30, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when
properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is given, this proxy will be
voted FOR each of the three proposals.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
- -------------------------------------------------------------------------------
Receipt of Notice of Annual Meeting and Proxy Statement dated September
16, 1999 is hereby acknowledged.
Dated:______________________________, 1999
Signature:________________________________
Signature if held jointly:________________
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If a corporation, please sign in
full corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED PRE-
PAID ENVELOPE OR DELIVER TO: Continental Stock Transfer & Trust Company, 2
Broadway, New York, New York 10004. Facsimile copies of the Proxy, properly
completed and duly executed, will be accepted at (212) 509-5150. If you have
any questions, please call Continental Stock Transfer & Trust Company at (212)
509-4000.
