<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 Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LAKELAND INDUSTRIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
0-11(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>
May 13, 1997
Dear Stockholder,
I am pleased to extend to you my personal invitation to attend the 1997
Annual Meeting of Stockholders of Lakeland Industries, Inc. (the "Company") on
Wednesday, June 18, 1997 at 10:00 a.m. at the Decatur Country Club, 2401 Country
Club Road SE, Decatur, AL 35601.
The accompanying Notice of Annual Meeting and Proxy Statement contain a
description of the formal business to be acted upon by the stockholders. At the
meeting, I intend to discuss the Company's performance for its fiscal year ended
January 31, 1997 and its plans for the current fiscal year. Certain members of
the Company's Board of Directors and officers of the Company, as well as a
representative of Grant Thornton LLP, the Company's independent auditors, will
be available to answer any questions you may have, or to make a statement if
they wish to.
While I am looking forward to seeing you at the meeting, it is very
important that those of you who cannot personally attend assure your shares are
represented. I urge you therefore to sign and date the enclosed form of proxy
and return it promptly in the accompanying envelope. If you attend the meeting,
you may, if you wish, withdraw any proxy previously given and vote your shares
in person.
Sincerely,
/s/ Raymond J. Smith
Raymond J. Smith
President and Chairman of the Board
<PAGE>
LAKELAND INDUSTRIES, INC.
NOTICE OF
1997 ANNUAL MEETING OF STOCKHOLDERS
June 18, 1997
TO THE STOCKHOLDERS OF LAKELAND INDUSTRIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of
Lakeland Industries, Inc., a Delaware corporation (the "Company"), will be held
on Wednesday, June 18, 1997 at 10:00 a.m. at the Decatur Country Club, 2401
Country Club Road SE, Decatur, AL 35601 for the following purposes:
1. To elect two Class II members of the Board of Directors, and
2. To transact such other business as properly may come before
the meeting or any adjournment thereof.
Each share of the Company's Common Stock will be entitled to one vote
upon all matters described above. Stockholders of record at the close of
business on April 29, 1997 will be entitled to notice and to vote at the
meeting.
May 13, 1997
BY ORDER OF THE BOARD OF DIRECTORS
Christopher J. Ryan, Secretary
PLEASE DATE, VOTE AND SIGN THE ENCLOSED PROXY AND RETURN PROMPTLY. AN ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS
PURPOSE.
<PAGE>
LAKELAND INDUSTRIES, INC.
711-2 Koehler Ave.
Ronkonkoma, New York 11779
PROXY STATEMENT
1997 Annual Meeting of Stockholders
June 18, 1997
GENERAL INFORMATION
-------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Lakeland Industries, Inc. (the "Company") of
proxies from the holders of the Company's $.01 par value Common Stock (the
"Common Stock") for use at the 1997 Annual Meeting of Stockholders to be held on
June 18, 1997, and at any adjournment thereof (the "Annual Meeting").
This proxy statement, the accompanying form of proxy and the Company's
1997 Form 10-K (which includes the Company's Annual Report to Stockholders) are
first being sent to the Company's stockholders on or about May 13, 1997.
The accompanying proxy may be revoked by the person giving it at any
time prior to its being voted; such revocation may be accomplished by a letter,
or by a properly signed proxy bearing a later date, filed with the Secretary of
the Company prior to the Annual Meeting. If the person giving the proxy is
present at the meeting and wishes to vote in person, he or she may withdraw his
or her proxy at that time.
The Company has borne all costs of solicitation of proxies. In addition
to solicitation by mail, there may be incidental personal solicitations made by
directors, officers and regular employees of the Company and its subsidiaries.
The cost of solicitation, including the payments to nominees who at the request
of the Company mail such material to their customers, will be borne by the
Company.
VOTING SECURITIES AND STOCK OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL STOCKHOLDERS
All holders of record of the Common Stock at the close of business on
April 29, 1997, are entitled to notice of and to vote at the Annual Meeting. At
the close of business on April 29, 1997, there were 2,550,000 shares of
outstanding Common Stock, each entitled to one vote per share on all matters to
be voted upon at the Annual Meeting. The Company's stockholders do not have
cumulative voting rights.
1
<PAGE>
The following table sets forth information as of April 25, 1997, with
respect to beneficial ownership of the Company's Common Stock by all persons
known by the Company to own beneficially more than 5% of the Common Stock, each
director and nominee for director of the Company and all directors and officers
of the Company as a group. All persons listed have sole voting and investment
power with respect to their shares of Common Stock.
Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
- ------------------- ------------------------ ----------
Raymond J. Smith 579,500 (1) 22.73%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Christopher J. Ryan 248,972 (2)(6) 9.76%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Joseph P. Gordon 140,500 5.51%
177-23 Union Tpke.,
Flushing, NY 11366
John J. Collins, Jr. 126,400 (3) 4.96%
Eric O. Hallman 74,000 (3) 2.90%
Walter J. Raleigh 6,000 (4) .24%
All officers and directors
as a group (7 persons) 1,079,822 (5) 42.35%
- --------------------------
Included in the above are fully exercisable options to purchase the Company's
common stock, as follows:
(1) 9,000 shares granted on June 5, 1996; and 44,500 shares
granted January 1 and 2, 1994;
(2) 40,000 shares granted on May 28, 1991; and 8,750 shares
granted January 1, 1994;
(3) 5,000 shares granted on June 5, 1991; and 1,000 shares granted
on June 15, 1994 to each of Mr. Hallman and Mr. Collins;
(4) 5,000 shares granted on April 18, 1997 and 1,000 shares
granted June 15, 1995;
(5) 164,700 shares granted between May 28, 1991 and April 18, 1997
(6) Mr. Ryan disclaims beneficial ownership of 15,000 shares owned
by his wife.
2
<PAGE>
Proposal 1 -
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for three classes
of directors with staggered terms of office and provides that upon the
expiration of the terms of office for a class of directors, nominees for each
class shall be elected for a term of three years to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office. The Company currently has one Class I director, two Class
II directors and two Class III directors. At the 1997 Annual Meeting there are
two nominees for director in Class II. The incumbent Class III and Class I
directors have one year and two years, respectively, remaining on their terms of
office.
The Company has no reason to believe that either of the nominees will
be disqualified or unable to serve, or will refuse to serve if elected. However,
if a nominee is unable or unwilling to accept election, the proxies will be
voted for such substitute as the Board of Directors may select. It is intended
that the shares represented by proxies will be voted, in the absence of contrary
instructions, for the election as director of the nominees for Class II named in
the following table. The Board of Directors has nominated and Management
recommends the election of the persons listed in the following table as Class II
directors. The table also sets forth the names of the one director in Class I
and the two directors in Class III whose terms of office have not expired, their
ages, their positions with the Company and the period each has served as a
director of the Company. There are no family relationships among the Board
members.
<TABLE>
<CAPTION>
Position
With the Director
Name Age Company Since
- ---------------------------------------------------------------------------------------------------------------
NOMINEES FOR DIRECTOR
CLASS II
(Nominees for 3 Year Term Expiring in June, 2000)
-----------------------------------------
<S> <C> <C> <C>
John J. Collins, Jr. 54 Director 1986
Eric O. Hallman 53 Director 1982
<CAPTION>
INCUMBENT DIRECTOR - CLASS I
(Two Years Remaining on Term Expiring in June, 1999)
-----------------------------------------
<S> <C> <C> <C>
Christopher J. Ryan 45 Executive Vice President - 1986
Finance, Secretary and Director
<CAPTION>
INCUMBENT DIRECTORS - CLASS III
(One Year remaining on Term Expiring in June, 1998)
------------------------------------------
<S> <C> <C> <C>
Raymond J. Smith 58 Chairman of the Board, 1982
President and Director
Walter J. Raleigh 69 Director 1991
</TABLE>
3
<PAGE>
The principal occupations and employment of the nominees for director
and for the directors continuing in office are set forth below:
John J. Collins, Jr. has been Senior Vice President of Liberty
Brokerage, a government securities firm, since January 1987. From 1977 to
January, 1987, he was Executive Vice President of Chapdelaine GSI, a government
securities firm.
Eric O. Hallman has been a director of the Company since its
incorporation. He was President of Naess Hallman Inc., a shipbrokering firm,
between 1984 and 1991. Mr. Hallman was also affiliated between 1991 and 1992
with Finanshuset (U.S.A.), Inc., a shipbrokering and international financial
services and consulting concern, and is currently an officer of Sylvan Lawrence,
a real estate development company.
Raymond J. Smith, a co-founder of the Company, has been Chairman of the
Board of Directors and President since its incorporation in 1982.
Walter J. Raleigh is a director of Clinton Mills, Inc. and was
president of Clinton Mills Sales, Co. Division, N.Y. from 1974 to 1995. Clinton
Mills was a textile manufacturer of woven fabrics. Mr. Raleigh retired from
Clinton Mills in 1995 and now is a Senior Adviser to CMI Industries, Inc., the
successor company to Clinton Mills. Mr. Raleigh is a director of Kerry Petroleum
Company, an oil and gas development company.
Christopher J. Ryan has served as Executive Vice President-Finance and
director since May, 1986 and Secretary since April 1991. From October 1989
until February 1991 Mr. Ryan was employed by Sands Brothers, Mitchell Co. Ltd.
and Rodman & Renshaw, Inc., both investment banking firms. Prior to that, he
was an independent consultant with Laidlaw Holding Co., Inc., an investment
banking firm, from January 1989 until September 1989. From February, 1987 to
January, 1989 he was employed as the Managing Director of Corporate Finance for
Brean Murray, Foster Securities, Inc. He was employed from June, 1985 to March,
1986 as a Senior Vice President with the investment banking firm of Laidlaw
Adams Peck, Inc., a predecessor firm to Laidlaw Holdings, Inc.
During the year ended January 31, 1997, the Board of Directors of the
Company met three times, and four of the five members of the Board of Directors
attended at least 75% of the aggregate of (1) the total number of meetings of
the Board of Directors held during the period when he was a director, and (2)
the total number of meetings held by all committees of the Board of Directors
on which he served (during the periods when he served).
Committees of the Board of Directors are as follows:
1- The Stock Option and Compensation Committee is responsible for
evaluating the performance of the Company's management, fixing or determining
the method of fixing compensation of the Company's salaried employees,
administering the Company's Stock Option and 401K/ESOP Plans, and reviewing
significant amendments to a subsidiary's employee pension benefit plan. The
Committee also, in conjunction with the Chief Executive Officer, considers the
qualifications of prospective Directors of the Company and, as vacancies occur,
recommends nominees to the Board of Directors. The Stock Option and Compensation
Committee (which also functions as a nominating committee for nominations to the
Board) will consider nominees to the Board recommended by stockholders. Such
recommendations must be in writing and sent to the Secretary of the Company no
later than January 31st of the year in which the Annual Meeting is to be held,
accompanied by a brief description of the proposed nominee's principal
occupation and his or her other qualifications which, in the stockholder's
opinion, make such person a suitable candidate for nomination to the Board. This
Committee did not meet during the year ended January 31, 1997.
The committee members are:
John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh
4
<PAGE>
Compensation Committee Interlocks and Insider Participation
Members of the Stock Option and Compensation Committee are outside
directors that do not serve in any other capacity with respect to the Company or
any of its subsidiaries. Messrs. Collins and Hallman are partners of POMS
Holding Co., see Certain Relationships and Related Transactions.
2- The Audit Committee was formed in September, 1987 and is responsible
for recommending to the Board of Directors the appointment of independent
auditors for the fiscal year, reviewing with the independent auditors the scope
of their proposed and completed audits, and reviewing with the Company's
financial management and its independent auditors, other matters relating to
audits and to the adequacy of the Company's internal control structure. This
Committee met once during the year ended January 31, 1997.
The committee members are:
John J. Collins, Jr., Eric O. Hallman, and Christopher J. Ryan
COMPENSATION OF EXECUTIVE OFFICERS
--------------------------------------
The table below sets forth all salary, bonus and all other compensation
paid to the Company's chief executive officer and each of the Company's other
executive officers (who earned more than $100,000 per year in salary and bonus)
for the years ended January 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
Raymond J. Smith, 1997 $225,000 $-------- $--------
Chairman, President and CEO 1996 225,000 28,653 --------
1995 195,000 29,250 --------
Christopher J. Ryan, 1997 115,000 23,250 --------
Executive V.P.-Finance 1996 115,000 55,956 --------
and Secretary 1995 115,000 17,250 --------
Harvey Pride, Jr. 1997 115,000 19,136 --------
Vice President- 1996 115,000 9,044 --------
Manufacturing 1995 108,619 16,044 --------
James McCormick 1997 89,000 16,350 --------
VP - Treasurer 1996 89,000 10,968 --------
1995 87,802 12,684 --------
</TABLE>
There are four executive officers with salary and bonus individually
exceeding $100,000. There were no pension or retirement plans or other benefits,
payable or accrued, for such persons during fiscal year 1997. The Company has
entered into employment contracts with certain executive officers providing for
annual compensation of $225,000 for Mr. Smith and $175,000 for Mr. Ryan and
$115,000 for Mr. Pride. Mr. Smith has a three year contract which expires on
January 31, 1998, Mr. Pride has a one year contract which expires on January 31,
1998 and Mr. Ryan has a three year contract which expires on February 13, 2000.
All contracts are automatically renewable for one or two year terms, unless in
various instances 30 to 120 days notice is given by either party. The above
named executives participate in the Company's 401-K Plan which commenced on
January 1, 1995. The Company has not made a contribution to this plan.
These employment contracts are similar in nature and include disability
benefits, vacation time, non-compete and
5
<PAGE>
confidentiality clauses. There are no provisions for retirement. Messrs. Smith,
Ryan and Pride's contracts have an additional provision for annual bonus based
on the Company's performance and based upon earnings per share formulas
determined by the Stock Option and Compensation Committee of the Board of
Directors of the Company. All contracts contain language substantially similar
to the following change in control clause:
"Upon the occurrence of a change in control..., you shall have
the right to terminate, at your option this agreement within 10 to 45
days after the occurrence of such change in control. Upon the effective
date of such termination, you shall be entitled to receive a lump sum
severance amount equal to the sum of (i) the greater of the present
value of your base salary in effect at the time of the change in
control for one year or the present value of your base salary in effect
at the time of the change of control for the remainder of the term and
(ii) the estimated amount which would have been payable to you pursuant
to any bonus as set forth in this agreement for the fiscal year during
which the change in control occurred, as determined in good faith by
the (Stock Option and Compensation Committee) Board of Directors of the
Company based upon the Company's results of operations for the fiscal
year through the effective date of the termination and its historical
results of operations and pro-rated to the effective date of
termination...
In the event of a disposition by the Company (whether direct
or indirect, by sale of assets or stock, merger, consolidation or
otherwise) of all or substantially all of its business and/or assets
the Company will require any successor, to expressly assume and agree
to perform this agreement in the same manner and to the same extent
that the Company would be required to perform if no such disposition
had taken place."
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Policies: The compensation policy of the Company is to provide its executive
officers and management with a level of pay and benefits that will assure the
Company's competitiveness and continued growth, and allow the Company to retain
key executives critical to this long-term success and attract and retain
qualified personnel. The Company competes for talented executives in a market
segment where successful entrepreneurial executives are highly compensated. It
also competes for executives with a background in manufacturing and selling
protective safety garments. As a result, to obtain and retain highly qualified
and motivated executives, the Compensation Committee has deemed it desirable to
structure employment arrangements which compensate highly for high profitability
and performance and to enter into written employment agreements with its senior
executive officers.
The Compensation Committee's responsibilities include overseeing the
Company's compensation policies., supervising compensation for management and
employee benefits and administering the Company's stock option and other
employee benefit plans.
The Compensation Committee also develops and negotiates employment
agreements with key executive officers. These employment agreements include base
salaries and incentive compensation arrangements designed to reward management
for achieving certain production or performance levels. The Compensation
Committee is also responsible for developing or reviewing incentive compensation
arrangements which the Company enters into with executive officers and key
individuals, other than those senior executives that have written employment
agreements. See "Compensation of Executive Officers".
In order to determine appropriate levels of executive compensation, the
Compensation Committee reviews various factors, including individual
performance, and evaluates the progress of the Company towards attaining its
long-term profit and return on equity goals. Compensation packages for senior
executive officers have been structured to attempt to compensate them to a
substantial extent based on both the profitability of the Company as a whole and
the productivity of their individual departments.
Particulars: Messrs. Eric O. Hallman, John J. Collins, Jr. and Walter J. Raleigh
were members of the Company's Stock Option and Compensation Committee when it
ratified Mr. Smith's employment contract on September 7, 1994, and Mr. Pride's
employment contract renewed February 1, 1995 and Mr.Ryan's which was ratified on
February 14, 1997. Mr. Walter J. Raleigh joined the Board of Directors on April
18, 1991, as a third outside director and with Messrs. Hallman and Collins,
these three outside directors presently make up the Stock Option and
Compensation Committee.
Messrs. Smith, Pride and Ryan were awarded base compensations of
$225,000, $115,000 and $115,000, for fiscal 1997, respectively. In addition, the
Committee reviewed what was normally paid the President and Chairman in Mr.
Smith's case and Executive Vice President Finance and InHouse Counsel in Mr.
Ryan's case and the Chief Manufacturing Executive in Mr. Pride's case, in public
companies of Lakeland's size and concluded that the compensation package
represented close to the median of what other officers were being compensated in
like public companies of comparable size
6
<PAGE>
after reviewing Growth Resources Officer Compensation Report Tenth Edition -
Panel Publications.
These contracts also provide for bonuses in addition to salary based
upon the Company's increase in earnings. No options were granted to any
executive officers during this period and no existing options were exercised by
any officer. (See Directors and Principal Stockholders.) The Stock Option and
Compensation Committee believes that the contracts covering Messrs. Smith, Pride
and Ryan are appropriately tied to their respective levels of expertise, were
constructed at or below industry norms, and any increases in compensation were
and will be tied to increases in the Company's earnings. The Stock Option and
Compensation Committee also took into consideration that since the inception of
the Company 15 years ago there have been no executive pension plans, deferred
compensation plans, or other compensation or benefit plans for executives of the
Company other than the Company Stock Option Plan and the 401-K/ESOP Plan, the
latter of which went into effect January 1, 1995.
The Board Compensation Committee Report on Executive Compensation shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act 1933
or the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
Performance Graph
The Corporate Performance Graph, appearing on the following page,
obtained from Media General Financial Services of Virginia, compares the five
year cumulative total return of the Company's common stock with that of a broad
equity market index (NASDAQ), including dividend reinvestment and with that of a
peer group:
Option/SAR Grants in Last Fiscal Year - No stock options were granted to any
employee not listed below in fiscal 1997 and no SAR grants have been made since
inception of the Stock Option Plan. See Directors' Compensation.
Stock Option Plan
Messrs. Smith, Ryan, Pride and McCormick participate in the Company's Incentive
Stock Option Plan (common stock) as follows:
<TABLE>
<CAPTION>
No. of Date(s) Grant
Name of Shares Option of Expiration Date
Executive Granted Price Grant Date(s) Value
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Smith 53,500 $2.25 - 3.50 6/5/96 & 1/2/94 & 1/1/94 6/4/06 & 1/2/99 & 1/1/99 $140,894
Mr. Ryan 48,750 $1.37 - 2.25 5/28/91 & 1/1/94 5/27/01 & 1/1/04 $74,487
Mr. Pride 29,600 $2.25 - 3.50 6/5/96 & 1/1/94 6/4/06 & 1/1/04 $91,600
Mr. McCormick 14,850 $2.25 - 3.50 6/5/96 & 1/1/94 6/4/06 & 1/1/04 $39,663
</TABLE>
There are currently 250,000 option shares available for future grant
under this plan. During the year ended January 31, 1997, 34,000 stock options
were granted (replacing same that expired); no stock options have ever been
exerecised under this Plan.
7
<PAGE>
[CHART]
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG LAKELAND INDUSTRIES, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------------
COMPANY 1992 1993 1994 1995 1996 1997
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
LAKELAND INDUSTRIES, INC. $100 $187.50 $262.50 $475.00 $428.13 $315.63
BROAD MARKET 100 99.66 125.55 118.65 166.13 218.63
PEER GROUP 100 75.15 83.71 78.60 52.53 50.93
</TABLE>
ASSUMES $100 INVESTED ON FEB. 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JAN. 31, 1997
8
<PAGE>
DIRECTORS' COMPENSATION
-----------------------------
Members of the Board of Directors, in their capacity as directors, are
reimbursed for all travel expenses to and from meetings of the Board. Outside
Directors received $750 for each meeting as compensation for serving on the
Board. There are no charitable award or director legacy programs. Messrs.
Collins, Hallman and Raleigh participate in the Company's Non-employee
Directors' Option Plan as follows:
# of Option Date of Expiration
Director Shares Price Grant Date
------------- -------- ------ -------- ----------
Mr. Collins 5,000 1.43 6/5/91 6/5/97
Mr. Hallman 5,000 1.43 6/5/91 6/5/97
Mr. Collins 1,000 3.88 6/15/94 6/15/2000
Mr. Hallman 1,000 3.88 6/15/94 6/15/2000
Mr. Raleigh 1,000 4.25 6/15/95 6/15/2001
Mr. Raleigh 5,000 3.25 4/18/97 4/18/2003
There are currently 42,000 option shares available for future grant
under this plan. During the year ended January 31, 1997, no options were granted
and no options have ever been exercised under this plan. On April 18, 1997,
5,000 option shares for Mr. Raleigh expired and were renewed for an additional
five year period at the market price at the close of business April 18, 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------------
POMS Holding Co. ("POMS", a partnership consisting of Raymond J. Smith,
Eric O. Hallman, John J. Collins, Jr., Joseph P. Gordon, Harvey Pride, Jr. and
certain other stockholders of the Company) leases to the Company a 90,308 square
foot disposable garment manufacturing facility in Decatur, Alabama. Under leases
effective January 1 and March 1, 1995 and expiring on August 31, 1999, the
Company pays an annual rent of $364,900 and is the sole occupant of the
facility.
The Company received a $3,000 monthly rent reduction from POMS (that
commenced August 1, 1991 and continued until August 31, 1994, and during January
1994, the Company received an additional one time rent reduction of $5,000. For
the years ended January 31, 1997, 1996 and 1995 this rent reduction amounted to
$0, $0, and $21,000, respectively.
During September 1992 Highland, a former wholly-owned subsidiary of the
Company, relocated to Somerville, Alabama from the above mentioned Decatur
facility. Highland entered into $1,500 month to month lease agreement for 12,000
sq. ft. of manufacturing space, sharing this same Somerville location with
Chemland, another former wholly-owned subsidiary of the Company. Chemland
currently has a $1,600 month to month lease agreement for 12,000 sq. ft. This
Somerville facility is owned by Harvey Pride, Jr., an officer of the Company.
The Company believes that all rents paid to POMS and Harvey Pride, Jr.
by the Company, Highland and Chemland Divisions are comparable to what would be
charged by an unrelated third party. The net rent paid to POMS by the Company
for the year ended January 31, 1997, amounted to $354,960 and the total rent
paid to Harvey Pride, Jr. by the Company for use by its Highland and Chemland
divisions, for the year ended January 31, 1997, amounted to $37,200.
During the year ended January 31, 1997 the Company made payments
totaling $4,396 to Madison Mobile Storage, Inc. for trailer rentals, and
$433,262 for expenses incurred by Madison Mobile Storage, Inc. in running the
Company's Missouri facility. Such expenses included payroll, insurance, auto and
other miscellaneous expenses. The principal shareholder of Madison Mobile
Storage, Inc. is Mr. Harvey Pride, Jr. who is also an officer of the Company.
The Company paid or accrued legal fees of $2,670 for the fiscal year
ended January 31, 1997 to the law firm of Wildman, Harrold, Allen, Dixon &
Smith, the Company's General Counsel, of which a partner, Mr. Thomas Smith, is
the brother of Raymond J. Smith.
9
<PAGE>
OTHER MATTERS
------------------
The Board of Directors knows of no matters other than those described
above that may come before the Annual Meeting. As to other matters, if any, that
properly may come before the Annual Meeting, the Board of Directors intends that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
---------------------------------------------
Stockholder proposals for inclusion in the Company's Proxy Statement
for the 1998 Annual Meeting of Stockholders must be received by the Company not
later than January 1, 1998. The person submitting the proposal must have been a
record or beneficial owner of the Company's Common Stock for at least one year
and must continue to own such securities through the date on which the meeting
is held, and the securities so held must have a market value of at least $1,000.
Any such proposal will be included in the Proxy Statement for such Annual
Meeting if the rules of the Securities and Exchange Commission are complied with
as to the timing and form of such proposal, and the content of such
stockholder's proposal is determined by the Company to be appropriate under
rules promulgated by the Commission.
By the Order of the Board of Directors
/s/ Christopher J. Ryan
Christopher J. Ryan,
Secretary
May 13, 1997
10
<PAGE>
<TABLE>
<S> <C> <C>
/x/ PLEASE MARK VOTES PROXY
AS IN THIS EXAMPLE LAKELAND INDUSTRIES, INC.
711-2 KOEHLER AVENUE, RONKONKOMA, NEW YORK 11779-7410
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Raymond J. Smith and Christopher J. Ryan 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 common
stock of Lakeland Industries, Inc., held of record by the undersigned on April
29, 1997, at the annual meeting of stockholders to be held on June 18, 1997 or
any adjournment thereof.
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PLEASE BE Dated: 1997
SURE TO
SIGN AND
DATE
THIS
PROXY IN
THE BOX
BELOW.
Signature Signature if held jointly
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<S> <C> <C>
FOR WITHHOLD
nominee AUTHORITY
listed to vote
below for
(except nominee
as listed
marked to below
the
contrary
below)
1. Election of Directors / / / /
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JOHN J. COLLINS, JR., ERIC O. HALLMAN
(Instruction: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
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2. Other Business
1. 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 MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give 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.
+ +
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
LAKELAND INDUSTRIES, INC.
PLEASE DATE, VOTE SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
