SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
LAKELAND INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
May 12, 2000
Dear Stockholder,
I am pleased to extend to you my personal invitation to attend the
2000 Annual Meeting of Stockholders of Lakeland Industries, Inc. (the
"Company") on Wednesday, June 21, 2000 at 9:30 a.m. at the Holiday Inn, 3845
Veterans Memorial Highway, Ronkonkoma, NY 11779.
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, 2000 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
2000 ANNUAL MEETING OF STOCKHOLDERS
June 21, 2000
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 21, 2000 at 9:30 a.m. at the Holiday Inn, 3845 Veterans
Memorial Highway, Ronkonkoma, NY 11779 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, 2000 will be entitled to notice and to vote at the
meeting.
May 12, 2000
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
2000 Annual Meeting of Stockholders
June 21, 2000
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 2000 Annual Meeting of Stockholders to be held on
June 21, 2000, and at any adjournment thereof (the "Annual Meeting").
This proxy statement, the accompanying form of proxy and the Company's
2000 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 12, 2000.
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, 2000, are entitled to notice of and to vote at the Annual Meeting. At
the close of business on April 29, 2000, there were 2,644,000 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.
2
<PAGE>
The following table sets forth information as of April 29, 2000, 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.
<TABLE>
<CAPTION>
Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
------------------- ------------------------- -----------
<S> <C> <C> <C>
Raymond J. Smith 579,500 (1) 21.92%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Christopher J. Ryan 251,977 (2) (6) 9.53%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Joseph P. Gordon 134,500 5.09%
177-23 Union Tpke.,
Flushing, NY 11366
John J. Collins, Jr. 123,400 (3) 4.67%
Eric O. Hallman 47,500 (3) 1.80%
Walter J. Raleigh 7,000 (4) .27%
All officers and directors
as a group (7 persons) 1,063,827 (5) 40.24%
</TABLE>
- --------------------------
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;
(2) 4,050 shares granted on January 1, 1994;
(3) 1,000 shares granted on June 15, 1994 and 1,000 shares
granted on June 18, 1997 to each of Mr. Hallman and Mr.
Collins;
(4) 3,000 shares granted on April 18, 1997 and 1,000 shares
granted June 17, 1998;
(5) 60,500 shares granted between January, 1, 1994 and June
17, 1998
(6) Mr. Ryan disclaims beneficial ownership of 15,000 shares
owned by his wife.
3
<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 2000 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 two directors in Class III
and the one directors in Class I 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.
Position
With the Director
Name Age Company Since
- --------------------------------------------------------------------------------
NOMINEES FOR DIRECTOR - CLASS
II (Nominee for three year Term
Expiring in June, 2003)
------------------------------------------
John J. Collins, Jr. 57 Director 1986
Eric O. Hallman 56 Director 1982
INCUMBENT DIRECTORS - CLASS
III (One year remaining on Term
Expiring in June, 2001)
-----------------------------------------
Raymond J. Smith 61 Chairman of the Board, 1982
President and Director
Walter J. Raleigh 72 Director 1991
INCUMBENT DIRECTOR - CLASS I
(Two years remaining on Term Expiring in June, 2002)
-----------------------------------------
Christopher J. Ryan 48 Executive Vice President 1986
Finance, Secretary and
Director
4
<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. was Executive Vice President of Chapdelaine GSI, a
government securities firm from 1977 to January 1987. He was Senior Vice
President of Liberty Brokerage, a government securities firm between January
1987 and November 1998. Presently, Mr. Collins is self-employed, managing a
direct investment portfolio of small business enterprises for his own accounts.
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 was an officer of Sylvan Lawrence, a real
estate development company, between 1992 and 1998. Mr. Hallman is presently
President of PREMCO, a real estate management 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 CMI Industries, Inc., the successor
company to 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. Mr. Raleigh is a former 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 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. Mr. Ryan has been a director of
Auerback, Pollack & Richardson and Lessing, Inc. since 1996.
During the year ended January 31, 2000, the Board of Directors of the
Company met two 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).
Potential Anti-Takeover Effect
The Board of Directors has the authority, without further approval of
the Company's shareholders, to issue preferred shares (the "Preferred Shares")
having such rights, preferences and privileges as the Board of Directors may
determine. Any such issuance of Preferred Shares could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company and may adversely affect the rights of holders of Common Stock. In
addition, the Company is subject to Delaware statutes regulating business
combinations, takeovers and control share acquisitions which might hinder or
delay a change in control of the Company. Anti-takeover provisions that could be
included in the Preferred Shares when issued and the Delaware statutes
regulating business combinations, takeovers and control share acquisitions can
have a depressive effect on the market price of the Company's securities and can
limit shareholders' ability to receive a premium on their shares by discouraging
takeover and tender offer bids.
5
<PAGE>
The Directors of the Company serve staggered three-year terms. The
Company's Restated Certificate of Incorporation sets forth a provision that
requires certain business combinations to be approved by at least 66.66% of the
Company's voting securities, unless 66.66% of the members of the Board of
Directors have approved the transaction, and require approval of holders of
66.66% of the Company's voting shares to amend these provisions. In addition,
the Company has an Employee Stock Ownership Plan ("ESOP"). In the past, other
companies have used similar plans to hinder or prevent a takeover situation. The
Company has also entered into employment contracts with certain executive
officers providing for lump sum payments of contracted salaries pursuant to
various formulas, should there be a change in control of the Company. These
factors could have an anti-takeover effect by making it more difficult to
acquire the Company by means of a tender offer, a proxy contest or otherwise or
the removal of incumbent officers and directors. These provisions could delay,
deter or prevent a tender offer or takeover attempt that a shareholder might
consider in his or her best interest, including those attempts that might result
in a premium over the market price for the Common Stock held by the Company's
shareholders.
6
<PAGE>
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 met once during the year ended January 31, 2000. The committee members
are:
John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh
Compensation Committee Interlocks and Insider Participation
Members of the Stock Option and Compensation Committee are outside
directors who 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, 2000.
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, 2000, 1999 and 1998:
Name and All Other
Principal Position Year Salary Bonus Compensation
Raymond J. Smith, 2000 $262,500 $92,500 $6,716
Chairman, President and CEO 1999 262,500 25,000 5,899
1998 225,000 3,089
Christopher J. Ryan, 2000 $175,000 $16,000 $3,252
Executive V.P.-Finance 1999 175,000 20,000 3,724
and Secretary 1998 169,003 7,750 1,262
Harvey Pride, Jr. 2000 $135,000 $12,800 $3,864
Vice President- 1999 135,000 3,465
Manufacturing 1998 115,000 23,000 910
James M. McCormick 2000 $115,000 $16,500 $4,139
VP - Treasurer 1999 115,000 13,500 4,214
1998 115,000 8,450 2,138
7
<PAGE>
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 2000. The Company has
entered into employment contracts with certain executive officers providing for
annual compensation of $262,500 for Mr. Smith and $215,000 for Mr. Ryan and
$135,000 for Mr. Pride. Messrs. Smith and Pride each have a three year contract
which expires on January 31, 2001, Mr. Ryan has a three year contract which
expires on February 13, 2001. 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 made a contribution to this
plan totaling $57,642, during the plan year ended December 31, 1999.
These employment contracts are similar in nature and include disability
benefits, vacation time, non-compete and 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. Accordingly,
the annual bonus accrued at January 31, 2000 (for payment in May 2000) for
Messrs. Smith, Ryan and Pride were $62,500, $0 and $0, respectively. All
contracts provide for lump sum payments of contracted salaries pursuant to
various formulas should there be a change in control of the Company.
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 who 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
<PAGE>
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 and Mr. Pride's employment contracts in January
1998, 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.
8
<PAGE>
Messrs. Smith, Pride and Ryan were awarded base compensations of
$262,500, $215,000 and $135,000, for fiscal 2001, 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 In-House 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 after reviewing Growth Resources
Officer Compensation Report Eleventh Edition - Panel Publications.
These contracts also provide for bonuses in addition to salary based
upon the Company's increase in earnings. (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's 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 of
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, including dividend reinvestment and with that of a peer
group:
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRY INDEXES AND/OR BROAD MARKETS
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY/INDEX/MARKET 1/31/1995 1/31/1996 1/31/1997 1/30/1998 1/29/1999 1/31/2000
Lakeland Industries 100.00 90.13 66.45 171.05 134.21 90.79
Customer Selected Stock List 100.00 66.38 70.52 79.53 63.18 47.77
S&P Industrials 100.00 137.27 173.41 218.77 300.28 339.59
</TABLE>
Option/SAR Grants in Last Fiscal Year - No stock options were granted to any
employee in fiscal 2000 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). The outstanding incentive stock
options as of January 31, 2000 are 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 9,000 $ 3.50 6/5/96 6/4/06 $31,500
Mr. Ryan 4,050 $2.25 1/1/94 1/1/04 $9,113
Mr. Pride 29,600 $2.25 - 3.50 6/5/96 & 1/1/94 6/4/06 & 1/1/04 $91,600
Mr. McCormick 9,850 $2.25 - 3.50 6/5/96 & 1/1/94 6/4/06 & 1/1/04 $28,413
</TABLE>
There are currently 250,000 option shares available for future grant
under this plan. During the year ended January 31, 2000, no stock options were
granted or exercised.
9
<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 1,000 $5.125 6/18/97 6/18/2003
Mr. Collins 1,000 3.88 6/15/94 6/15/2000
Mr. Hallman 1,000 5.125 6/18/97 6/18/2003
Mr. Hallman 1,000 3.88 6/15/94 6/15/2000
Mr. Raleigh 3,000 3.25 4/18/97 4/18/2003
Mr. Raleigh 1,000 10.75 6/17/98 6/17/2004
There are currently 39,000 option shares available for future grant
under this plan. During the year ended January 31, 2000, no stock options were
granted or exercised.
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 91,788 square
foot disposable garment manufacturing facility in Decatur, Alabama. Under a
lease effective September 1, 1999 and expiring on August 31, 2004, the Company
pays an annual rent of $364,900 and is the sole occupant of the facility.
On March 1, 1999, the Company entered into a one year (renewable for
four additional one year terms) lease agreement with Harvey Pride, Jr., an
officer of the Company, for 2400 sq. ft. customer service office. This is
located next to the existing Decatur, Alabama facility mentioned above.
On June 1, 1999, the Company entered into a five year lease agreement
with River Group Holding Co., L.L.P. for a 40,000 sq. ft. warehouse facility
located next to the existing facility in Decatur, Alabama. River Group Holding
Co., L.L.P. is a limited liability partnership made up of the Directors and
certain officers of the Company. The annual rent for this facility is $199,100
and the Company is the sole occupant of the facility.
During November 1999 Highland and Chemland divisions relocated from
Somerville, Alabama to the above mentioned Decatur facility. Highland had paid
$1,500 on a month to month lease for 12,000 sq. ft. of manufacturing space.
Chemland had paid $1,600 on a month to month lease, also for 12,000 sq. ft. That
Somerville facility was owned by Harvey Pride, Jr., an officer of the Company.
The Company believes that all rents paid to POMS, River Group Holding
Co., L.L.P. 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, River Group Holding Co., L.L.P. by the Company for
the year ended January 31, 2000, amounted to $497,636 and the total rent paid to
Harvey Pride, Jr. by the Company for use by its Highland, Chemland divisions and
the customer service office, for the year ended January 31, 2000, amounted to
$47,500.
An Qiu Holding Co., LLC ("An Qiu" a partnership consisting of all the
Directors of the Company and one officer) entered into a eight month lease
expiring April 2000 through its majority ownership interest in a Chinese Foreign
Joint Venture Holding Company, leasing a 46,000 square foot building in China at
an annual rental fee of $48,972 to the Company.
The Company paid or accrued legal fees of $843 for the fiscal year
ended January 31, 2000 to the Law Offices of Thomas J. Smith, the Company's
General Counsel. Mr. Thomas J. Smith, is the brother of Raymond J. Smith.
10
<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 2001 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement
for the 2001 Annual Meeting of Stockholders must be received by the Company not
later than January 31, 2001. 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 12, 2000
11
<PAGE>
REVOCABLE PROXY
LAKELAND INDUSTRIES, INC.
711-2 Koehler Avenue, Ronkonkoma, New York 11779-7410
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
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 power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated hereon, all the shares of common stock
of Lakeland Industries, Inc., held of record by the undersigned on April 29,
2000 at the annual meeting of stockholders to be held on June 21, 2000 or any
adjournment there of.
1. Election of Directors
John J. Collins, Jr. and Eric O. Hallman
With- For All
[ ] For [ ] hold [ ] Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in 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 your name appears on this card. 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.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
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Date
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Stockholder sign above
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Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
LAKELAND INDUSTRIES, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
