<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MICHAEL ANTHONY JEWELERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHAEL ANTHONY JEWELERS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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> 2
[MICHAEL ANTHONY LOGO]
May 24, 1996
Dear Fellow Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 10:00 A.M. on Monday, June 24, 1996 at the American
Stock Exchange located at 86 Trinity Place, New York, New York.
You will be asked at the meeting to approve the election of two directors
constituting Class 3 of the Board of Directors. The Board of Directors
recommends that you vote FOR each director nominated.
The Board of Directors will also report on the Company's affairs and a
discussion period will be held for questions and comments.
The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs. Whether or not you plan to attend the meeting, it is
important that your shares be represented. Accordingly, please sign and date the
enclosed proxy and mail it in the envelope provided at your earliest
convenience.
Thank you for your cooperation.
Very truly yours,
/S/ Michael Paolercio
Michael Paolercio
Co-Chairman of the Board and
Chief Executive Officer
<PAGE> 3
MICHAEL ANTHONY JEWELERS, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Mount Vernon, New York
May 24, 1996
The Annual Meeting of the Stockholders of Michael Anthony Jewelers, Inc.
will be held at the American Stock Exchange located at 86 Trinity Place, New
York, New York on Monday, June 24, 1996 at 10:00 A.M. for the following
purposes:
1. To elect two (2) directors to Class 3 of the Board of Directors to
serve until 1999 or until their successors are duly elected and take
office.
2. To transact any other business which may properly come before the
meeting.
Stockholders of record at the close of business on April 30, 1996 will be
entitled to notice of and to vote at the meeting.
Stockholders who are unable to attend the meeting in person are requested
to complete, date and return the enclosed form of proxy in the postage paid
envelope provided. No postage is required if mailed in the United States.
/s/ M. Frances Durden
M. Frances Durden
Secretary
YOUR VOTE IS IMPORTANT.
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
<PAGE> 4
MICHAEL ANTHONY JEWELERS, INC.
115 SOUTH MACQUESTEN PARKWAY
MOUNT VERNON, NEW YORK 10550
---------------------------
PROXY STATEMENT
---------------------------
INTRODUCTION
This Proxy Statement is furnished to the holders of Common Stock, $.001 per
share ("Common Stock"), of Michael Anthony Jewelers, Inc. (the "Company") in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at the Annual Meeting of Stockholders to be held on June
24, 1996, or at any adjournment or postponement thereof, pursuant to the
accompanying Notice of Annual Meeting of Stockholders. A form of proxy for use
at the meeting and a return envelope for the proxy are enclosed. Stockholders
may revoke the authority granted by their execution of proxies at any time
before their effective exercise by filing with the Secretary of the Company a
written revocation or duly executed proxy, bearing a later date, or by voting in
person at the meeting.
This Proxy Statement and the accompanying form of proxy for use at the
meeting are being solicited by the Board of Directors of the Company. The proxy
materials and annual report are being mailed to stockholders with this Proxy
Statement on or about May 24, 1996. Proxies will be solicited chiefly by mail,
but additional solicitation may be made by the employees of the Company. All
solicitation expenses, including costs of preparing, assembling and mailing the
proxy material, will be borne by the Company.
The purposes of the meeting are to (i) elect two members to Class 3 of the
Board of Directors for a three year term expiring in 1999 or until their
successors are duly elected and take office and (ii) transact any other business
which may properly come before the meeting. While the Company is not currently
aware of any other matters which will come before the meeting, if any other
matters do properly come before the meeting, the persons designated as proxies
intend to vote in accordance with their best judgment on such matters. Shares
represented by executed and unrevoked proxies will be voted FOR each of the
nominees for director, unless otherwise indicated on the form of proxy. Votes
will be tabulated by or under the direction of an Inspector of Election who will
certify the results at the meeting. Abstentions are counted in determining the
total number of votes cast. While not counted as votes for or against a
proposal, abstentions have the same effect as votes against a proposal. If a
broker or other nominee holding shares for a beneficial owner does not vote on a
proposal (broker non-votes), the shares will not be counted in determining the
number of votes cast. Directors are elected by a plurality of votes cast, and
the affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote is required for approval of any other matter
anticipated to be considered at the meeting.
<PAGE> 5
ELECTION OF DIRECTORS
At the Annual Meeting, two directors for Class 3 of the Board of Directors
are to be elected for three-year terms expiring in 1999 or until their
successors are duly elected and take office. Unless otherwise specified, the
enclosed proxy will be voted FOR each of the nominees named below. Both of the
nominees are currently serving as directors of the Company. In the event any
nominee is unable to serve as a director, the shares represented by a proxy will
be voted for the person, if any, who is designated by the Board of Directors to
replace the nominee. The Board of Directors has no reason to believe that any of
the nominees will be unable to serve if elected.
In the event that a vacancy may occur during the term of a director, such
vacancy may be filled by the Board of Directors for the remainder of the full
term. In addition, the vacancy in Class 3 of the Board of Directors may be
filled by the Board prior to the next annual meeting. The directors will be
elected by a plurality of the votes cast at the meeting.
Directors who are not salaried officers of the Company receive (a) $2,000
per Board meeting attended in person or $1,000 per Board meeting by telephone
conference, up to an aggregate of $15,000 per fiscal year, (b) a stock option
award under the Company's 1993 Non-Employee Director's Plan for 5,000 shares of
the Company's Common Stock on each anniversary date of their election to the
Board and (c) an annual award of shares of the Company's Common Stock worth
$5,000 on the date of the Company's Annual Meeting of Stockholders.
The nominees and continuing directors, their ages, the year in which each
first became a director and their principal occupations or employment during the
past five years are:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINATED DIRECTOR
DESIGNATED ON THE PROXY
NOMINEES FOR DIRECTORS
CLASS 3
FOR A TERM EXPIRING IN 1999
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ------------------------------ --- -------------- -------------------------------------
<S> <C> <C> <C>
Anthony Paolercio, Jr.(1)..... 43 1977 Co-Chairman of the Board and
Executive Vice President of the
Company since 1986. Chief Operating
Officer of the Company (or its
predecessor) from 1977 to 1993.
Anthony Paolercio is Michael W.
Paolercio's brother and Michael A.
Paolercio's cousin.
Fredric R. 49 1986 Since 1993, President and Chief
Wasserspring(1)(2).......... Operating Officer of the Company.
President of Prudential-Bache Metal
Co. Inc. from 1986 to 1993.
</TABLE>
1
<PAGE> 6
CONTINUING DIRECTORS
CLASS I
TERM EXPIRING IN 1997
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ------------------------------ --- -------------- -------------------------------------
<S> <C> <C> <C>
Michael Anthony Paolercio..... 49 1986 Since February 1993, Senior Vice
President and Treasurer of the
Company. From 1991 to 1993,
financial consultant to the
Company. First Senior Vice
President of National Community
Bank of New Jersey from 1990 to
1991. Senior Vice President of
First Fidelity Bank, N.A., New
Jersey from 1987 to 1990. Mr.
Paolercio is Michael and Anthony
Paolercio's cousin.
Michael Wager(2)(3)(4)........ 45 1988 Since 1989, a partner in the law firm
of Benesch, Friedlander, Coplan &
Aronoff, counsel to the Company.
Secretary of the Company from 1991
to September 1994. In September
1994, Mr. Wager became Assistant
Secretary of the Company. Mr. Wager
is also a director of American
Speedy Printing Centers, Inc. and
Reynard International Partners Ltd.
Donald R. Miller (2)(3)....... 68 1995 Management consultant in retail and
customer service sectors since
1956. Since 1995, Board Chair of
Nash Finch Company, a wholesale
distributor of food and related
products. Director of Nash Finch
Company since 1978.
</TABLE>
2
<PAGE> 7
CLASS 2
TERM EXPIRING IN 1998
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE DURING THE PAST FIVE YEARS
- ------------------------------ --- -------------- -------------------------------------
<S> <C> <C> <C>
Michael W. Paolercio(1)(4).... 45 1977 Co-Chairman of the Board of the
Company since 1986. Chief Executive
Officer of the Company (or its
predecessor) since 1977. President
of the Company from 1977 to 1993.
Michael W. Paolercio is Anthony
Paolercio's brother and Michael A.
Paolercio's cousin and is married
to Michelle Light, an executive
officer of the Company.
Allan Corn(1)................. 52 1989 Since 1990, Senior Vice President of
the Company and Chief Financial
Officer of the Company since 1988.
From 1987 to 1988, Vice President
and Controller of the Company.
David S. Harris(2)(3)......... 36 1995 Managing Director at Furman Selz,
Inc., an investment banking and
securities brokerage firm, since
1990.
</TABLE>
- ---------------
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Nominating Committee
The following persons serve as executive officers of the Company in
addition to certain of the persons set forth above:
- Michelle Light, age 38, has been Senior Vice President of Sales and
Marketing since March, 1993, and previously served as Senior Vice
President of Merchandising for the Company since 1991. Prior to
joining the Company, Ms. Light had been employed by Jan Bell
Marketing, Inc. since 1984 and served as Jan Bell's Senior Vice
President of Merchandising since 1988. Ms. Light is married to
Michael W. Paolercio.
- RoseAnn Bosco, age 46, has been Senior Vice President of Human
Resources for the Company since 1991. Ms. Bosco served as Chief
Administrative Officer of the Company from 1986 until 1995. Ms.
Bosco also served as Vice President of Human Resources for the
Company from 1986 until 1991.
- Frances Durden, age 40, has been a Senior Vice President of the
Company since March 1995 and General Counsel and Secretary of the
Company since September, 1994.
3
<PAGE> 8
Prior to joining the Company, Ms. Durden had been an attorney in
private practice since 1986.
- Gregory Torski, age 41, has been Vice President of Information
Systems for the Company since 1995 and previously served as Director
of Information Systems since September 1994. Prior to joining the
Company, Mr. Torski had been Vice President and Chief Information
Officer of the Fine Jewelry Division at Town & Country Corporation
since 1991 and served as Town & Country's Director of Information
Systems since 1989.
The Board of Directors has an Executive Committee, which met 20 times
during the fiscal year ended January 27, 1996. The Executive Committee is
authorized to exercise all of the powers of the Board, except for approving
those matters that would require stockholder approval, declaring a dividend or
authorizing the issuance of stock.
The Board of Directors has an Audit Committee, which met two times during
the 1996 fiscal year. The primary functions of the Audit Committee are to
provide assistance to the Board of Directors in fulfilling its responsibilities
related to corporate accounting and reporting practices and to maintain a direct
line of communication among directors, the Company's internal accounting staff
and independent accountants. In addition, the Audit Committee approves the
professional services provided by the independent accountants of the Company
prior to the performance of such services and considers the range of audit fees.
The Board of Directors also has a Compensation Committee, which met two
times during the 1996 fiscal year. The primary functions of the Compensation
Committee are to provide assistance to the Board of Directors in assessing and
approving the compensation of the Company's officers. The Compensation Committee
also administers the Company's 1986 Incentive Stock Option Plan (the "1986
Plan"), the 1993 Long Term Incentive Plan (the "Long Term Incentive Plan") and
the 1993 Non-Employee Directors' Stock Option Plan (the "Directors' Plan").
The Board of Directors has a Nominating Committee, which met two times
during the 1996 fiscal year. The primary functions of the Nominating Committee
are to make nominations to fill vacancies on the Board or a committee of the
Board. The Nominating Committee will consider nominees recommended by
stockholders, if the nominations are submitted timely in writing and the nominee
has agreed in writing to serve, if elected.
During the 1996 fiscal year, the Board of Directors had five meetings and
each director attended at least 75% of the aggregate number of meetings of the
Board of Directors and standing committees on which he served.
BENEFICIAL OWNERSHIP OF COMMON STOCK
On April 30, 1996, the Company had outstanding 8,273,901 shares of Common
Stock. Each share of Common Stock is entitled to one vote upon each of the
matters to be presented at the meeting. The holders of a majority of the shares
of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the meeting. Stockholders of record at the close of
business on April 30, 1996 will be entitled to vote at the meeting.
4
<PAGE> 9
The following table sets forth information as of April 30, 1996 regarding
Common Stock owned beneficially by (1) each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, (2) each
director and each person nominated to become a director, (3) each of the
Company's executive officers named in the Summary Compensation Table set forth
below and (4) all present officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
- --------------------------------------- --------------- ------------
<S> <C> <C>
Liberty Investment Management.......... 1,005,400 12.2%
2502 Rocky Point Drive
Tampa, Florida 33607
Brinson Partners, Inc.................. 832,950 10.1%
209 S. LaSalle Street
Chicago, Illinois 60604
Dimensional Fund Advisors, Inc......... 447,200 5.4%
1299 Ocean Avenue
Santa Monica, California 90401
Michael W. Paolercio................... 1,034,000(3) 12.5%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Anthony Paolercio, Jr.................. 1,181,000(4) 14.3%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Fredric R. Wasserspring................ 86,333(5) 1.0%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michelle Light......................... 51,333(6) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Allan Corn............................. 31,666(7) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michael Anthony Paolercio.............. 32,000(8) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michael Wager, Esq..................... 17,500(9) *
c/o Benesch, Friedlander, Coplan &
Aronoff
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
- --------------------------------------- --------------- ------------
<S> <C> <C>
David S. Harris........................ 0(10) *
Furman Selz Incorporated
230 Park Avenue
New York, New York 10169
Donald R. Miller....................... 0(11) *
68-10 108th Street
Forest Hills, New York 11375
All officers and directors as a group 2,470,498(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) 29.8%
(12 persons).........................
</TABLE>
- ---------------
* Less than 1%
(1) Unless otherwise indicated, the persons shown have sole voting and
investment power over the shares listed.
(2) Common Stock includes all outstanding Common Stock plus, as required for
the purpose of determining beneficial ownership (in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended), all Common Stock
subject to any right of acquisition, through exercise or conversion of any
security, within 60 days of the record date declared for the Company's
Annual Meeting of Stockholders.
(3) Consists of (i) 754,000 shares held by Michael W. Paolercio, individually,
(ii) 265,000 shares held by trusts for the benefit of Mr. Paolercio's minor
children, of which Mr. Paolercio disclaims beneficial ownership and (iii)
15,000 shares subject to currently exercisable stock options. Mr. Paolercio
has also received a portion of an option to purchase an additional 30,000
shares which will vest in equal installments of 15,000 shares on June 26,
1997 and 1998, respectively, at an exercise price of $3.23 per share.
(4) Consists of (i) 708,000 shares held by Anthony Paolercio, individually,
(ii) 458,000 shares held by trusts for the benefit of Mr. Paolercio's
children, of which Mr. Paolercio disclaims beneficial ownership and (iii)
15,000 shares subject to currently exercisable stock options. Mr. Paolercio
has also received a portion of an option to purchase an additional 30,000
shares which will vest in equal installments of 15,000 shares on June 26,
1997 and 1998, respectively, at an exercise price of $3.23 per share.
(5) Consists of (i) 1,000 shares held by Mr. Wasserspring, individually, (ii)
15,000 shares held by Mr. Wasserspring's spouse and (iii) 70,333 shares
subject to currently exercisable stock options. Mr. Wasserspring has also
received the following options to purchase an additional 30,667 shares: (A)
a portion of an option under the Long Term Incentive Plan for 6,667 shares
which will vest in installments of 3,333 and 3,334 shares on August 10,
1996 and 1997, respectively, at an exercise price of $6.125 per share and
(B) a portion of an option under the Long Term Incentive Plan for 24,000
shares, which will vest in installments of 12,000 shares on June 26, 1997
and 1998, respectively, at an exercise price of $2.938 per share.
(6) Consists of 51,333 shares subject to currently exercisable stock options.
Ms. Light has also received the following options to purchase an additional
22,667 shares: (A) a portion of an outstanding option under the Long Term
Incentive Plan for 6,667 shares which will vest in installments of 3,333
shares and 3,334 shares on August 10, 1996 and 1997, respectively, at an
exercise price of $6.125 per share and (B) a portion of an option under the
Long Term Incentive Plan for 16,000 shares, which will vest in installments
of 8,000 shares on June 26, 1997 and 1998, respectively, at an exercise
price of $2.938 per share.
(7) Consists of (i) 3,000 shares held by Mr. Corn, individually, and (ii)
28,667 shares subject to currently exercisable stock options. Mr. Corn also
has received the following options to purchase an additional 17,333 shares:
(A) a portion of an option under the Long Term Incentive Plan for 3,333
shares which will vest in installments of 1,667 and 1,666 shares on June
29, 1997 and 1998,
6
<PAGE> 11
respectively, at an exercise price of $2.875 per share and (B) a portion of
an option under the Long Term Incentive Plan which will vest in equal
installments of 7,000 shares on June 26, 1997 and 1998, respectively, at an
exercise price of $2.938 per share.
(8) Consists of (i) 3,000 shares held by Mr. Paolercio, individually, and (ii)
29,000 shares subject to currently exercisable stock options. Mr. Paolercio
has also received the following options to purchase an additional 8,000
shares: (A) a portion of an option under the Long Term Incentive Plan for
2,000 shares which will vest in equal installments of 1,000 shares on
August 10, 1996 and 1997, respectively, at an exercise price of $6.125 per
share and (B) a portion of an option under the Long Term Incentive Plan for
6,000 shares which will vest in equal installments of 3,000 shares on June
26, 1997 and 1998, respectively, at an exercise price of $2.938 per share.
(9) Consists of (i) 1,000 shares held by Mr. Wager, individually, (ii) 6,500
shares held in a retirement plan of which Mr. Wager is the sole
beneficiary, and (iii) 10,000 shares subject to currently exercisable stock
options. Mr. Wager has also received the following options to purchase an
additional 10,000 shares; (A) a portion of an option under the Directors'
Plan for 1,667 shares which will vest on April 22, 1997 at an exercise
price of $5.00 per share; (B) a portion of an option under the Directors'
Plan to purchase an additional 3,334 shares which will vest annually over a
two-year period that commences on April 22, 1997 in installments of 1,667
shares, at an exercise price of $3.50 per share and (C) an option under the
Directors' Plan to purchase an additional 5,000 shares which will vest
annually over a three-year period that commences on April 22, 1997 in
installments of 1,666 shares, 1,667 shares and 1,667 shares, respectively,
at an exercise price of $3.00 per share.
(10) Mr. Harris has received an option under the Directors' Plan for 5,000
shares which will vest annually over a three year period that commences on
August 25, 1996 in installments of 1,666 shares, 1,667 shares and 1,667
shares, respectively, at an exercise price of $2.938 per share.
(11) Mr. Miller has received an option under the Directors' Plan for 5,000
shares which will vest annually over a three year period that commences on
December 3, 1996 in installments of 1,666 shares, 1,667 shares and 1,667
shares, respectively, at an exercise price of $2.625 per share.
(12) Includes 34,666 shares subject to currently exercisable options granted to
RoseAnn Bosco, Frances Durden and Greg Torski and 1,000 shares held by each
of Ms. Bosco and Ms. Durden, individually. Ms.Bosco also has received a
portion of an outstanding option under the Long Term Incentive Plan for
6,000 shares which will vest in equal installments of 3,000 shares on June
26, 1997 and 1998, respectively, at a purchase price of $2.938 per share.
Ms. Durden also has received the following options to purchase an
additional 27,334 shares: (A) a portion of an option under the Long Term
Incentive Plan for 13,334 shares which vest in equal installments of 6,667
shares on September 5, 1996 and 1997, respectively, at a purchase price of
$5.75 per share and (B) a portion of an option under the Long Term
Incentive Plan for 14,000 shares which will vest in equal installments of
7,000 shares on June 26, 1997 and 1998, respectively, at a purchase price
of $2.938 per share. Mr. Torski also has received the following options to
purchase an additional 18,000 shares: (A) a portion of an option under the
Long Term Incentive Plan for 10,000 shares which will vest in equal
installments of 5,000 shares on September 27, 1996 and 1997, respectively,
at a purchase price of $5.125 per share and (B) a portion of an option
under the Long Term Incentive Plan for 8,000 shares which will vest in
equal installments of 4,000 shares on June 26, 1997 and 1998, respectively,
at a purchase price of $2.938 per share.
7
<PAGE> 12
STOCK OPTIONS AND WARRANTS
The 1986 Incentive Stock Option Plan (the "1986 Plan") was adopted to
provide a method whereby employees of the Company who were making substantial
contributions to the successful management and growth of the Company would be
offered an opportunity to acquire Common Stock. The Compensation Committee of
the Board of Directors administered the 1986 Plan and recommended to the Board
which employees should be granted options thereunder.
The Company reserved 500,000 shares of Common Stock for issuance under the
1986 Plan, from its authorized but unissued shares. On April 1, 1991, the
Company registered 500,000 shares of its Common Stock, to be issued under the
1986 Plan, pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933. All of the authorized shares reserved for issuance under the 1986
Plan are subject to stock options which have been granted. As of April 30, 1996,
stock options for an aggregate of 54,500 shares were outstanding.
The 1993 Long Term Incentive Plan (the "Long Term Incentive Plan") was
adopted to encourage ownership of the Company's Common Stock by officers and
other key employees, to encourage their continued employment with the Company
and to provide the participants with additional incentives to promote the
success of the Company. Grants or awards of stock options, stock appreciation
rights, restricted stock awards, stock bonus awards and performance plan awards
are authorized under the Long Term Incentive Plan. The Compensation Committee of
the Board of Directors administers the Long Term Incentive Plan and recommends
to the Board which officers and employees should receive grants or awards
thereunder.
The Company has reserved 1,000,000 shares of Common Stock for issuance
under the Long Term Incentive Plan, from its authorized but unissued shares. As
of April 30, 1996, nine executive officers and approximately 50 employees were
eligible to participate in the Plan and stock options for an aggregate of
679,900 shares were outstanding.
The 1993 Non-Employee Director's Stock Option Plan (the "Directors' Plan")
was adopted to encourage non-employee directors of the Company to acquire or
increase their ownership of the Company's Common Stock on reasonable terms and
to foster a strong incentive for such directors to put forth maximum effort for
the continued success and growth of the Company. The Company has reserved
250,000 shares of Common Stock from its authorized but unissued shares for the
granting of non-qualified stock options to current and future non-employee
directors of the Company under the Directors' Plan. Under the Directors' Plan,
an option to purchase 5,000 shares of Common Stock is granted automatically on
the first day of a non-employee director's term and on each anniversary of such
date for so long as a non-employee director remains on the Board, not to exceed
a maximum of options to acquire 100,000 shares of Common Stock per non-employee
director. As of April 30, 1996, stock options to purchase an aggregate of 45,000
shares were outstanding under the Directors' Plan. The non-employee directors
eligible to receive stock options under such plan are Michael Wager, David
Harris and Donald Miller.
Prior to the adoption of the Directors' Plan, the Board of Directors
awarded warrants to purchase shares of Common Stock to the Company's
non-employee directors.
8
<PAGE> 13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides certain summary information relating to cash
and other compensation earned by, awarded to or paid to the Company's Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company.The periods covered are as follows: "FY 1996" is the
period from January 29, 1995 through January 27, 1996; "7 Mo. 1995" is the
Transition Period from July 1, 1994 to January 28, 1995, which is the result of
a change in the Company's fiscal year-end; "FY 1994" is the period from July 1,
1993 through June 30, 1994; and "FY 1993" is the period from July 1, 1992
through June 30, 1993.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
AWARDS
ANNUAL COMPENSATION -------------
--------------------------------- OPTIONS/ ALL OTHER
NAME AND SALARY BONUS SARS COMPENSATION
PRINCIPAL POSITION PERIODS ($) ($) (#) ($)
- ----------------------------------- ----------- ---------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Michael W. Paolercio............... FY 1996 $ 251,000 -- 45,000(1) --
Co-Chairman of the Board, 7 Mo. 1995 $ 151,666 -- -- --
Chief Executive Officer FY 1994 $ 260,000 $ 41,600 -- --
FY 1993 $ 255,000 $ 35,000 -- $283,079(2)
Anthony Paolercio, Jr.............. FY 1996 $ 251,000 -- 45,000(1) --
Co-Chairman of the Board 7 Mo. 1995 $ 151,000 -- -- --
and Executive Vice President FY 1994 $ 260,000 $ 41,600 -- --
FY 1993 $ 261,000 $ 35,000 -- $270,348(3)
Fredric R. Wasserspring............ FY 1996 $ 217,212 -- 36,000(5) --
President and Chief 7 Mo. 1995 $ 131,250 -- 10,000(6) --
Operating Officer FY 1994 $ 225,000 $ 36,000 -- --
FY 1993 $ 8,654(4) -- 55,000(7) --
Michelle Light..................... FY 1996 $ 193,077 -- 24,000(8) --
Senior Vice President of 7 Mo. 1995 $ 116,666 -- 10,000(9) --
Sales and Marketing FY 1994 $ 200,000 $ 28,000 -- --
FY 1993 $ 205,062 $ 35,000 20,000(10) --
Allan Corn......................... FY 1996 $ 145,570 -- 26,000(11) --
Chief Financial Officer 7 Mo. 1995 $ 87,966 -- -- --
and Senior Vice President FY 1994 $ 150,800 $ 21,250 -- --
FY 1993 $ 148,400 $ 35,000 15,000(12) --
</TABLE>
- ---------------
(1) Mr. Paolercio received an option under the Long Term Incentive Plan to
purchase 45,000 shares which vest annually over a three-year period that
will commence on June 26, 1996 in equal installments of 15,000 shares each
year, at an exercise price of $3.23 per share.
(2) The cash value of a life insurance policy transferred by the Company to
Michael Paolercio.
(3) The cash value of a life insurance policy transferred by the Company to
Anthony Paolercio.
(4) Mr. Wasserspring commenced employment with the Company in fiscal 1993 on
June 13, 1993.
(5) Mr. Wasserspring received an option under the Long Term Incentive Plan to
purchase 36,000 shares which vest annually over a three-year period that
commences June 26, 1996 in equal installments of 12,000 shares, at an
exercise price of $2.938 per share.
(6) Mr. Wasserspring received an option under the Long Term Incentive Plan to
purchase 10,000 shares which vest annually over a three-year period that
commenced August 10, 1995 in installments of 3,333 shares, 3,333 shares and
3,334 shares, respectively, at an exercise price of $6.125 per share.
9
<PAGE> 14
(7) Mr. Wasserspring received (a) an option under the Directors' Plan for 5,000
shares which vest annually over a three-year period that commenced on April
22, 1994 in installments of 1,667 shares, 1,667 shares and 1,666 shares,
respectively, at an exercise price of $4.19 per share and (b) an option
under the Long Term Incentive Plan for 50,000 shares which vest annually
over a three-year period that commenced on June 14, 1994 in installments of
16,665 shares, 16,665 shares and 16,670 shares, respectively, at an
exercise price of $5.75 per share.
(8) Ms. Light received an option under the Long Term Incentive Plan to purchase
24,000 shares which vest annually over a three-year period that commences
June 26, 1996 in equal installments of 8,000 shares, at an exercise price
of $2.938 per share.
(9) Ms. Light received an option under the Long Term Incentive Plan to purchase
10,000 shares which vest annually over a three-year period that commenced
August 10, 1995 in installments of 3,333 shares, 3,333 shares and 3,334
shares, respectively, at an exercise price of $6.125 per share.
(10) Ms. Light received an option under the Long Term Incentive Plan to purchase
20,000 shares which vest annually over a three-year period that commenced
April 26, 1994 in installments of 6,666 shares, 6,667 shares and 6,667
shares, respectively, at an exercise price of $4.125 per share.
(11) Mr. Corn received (a) an option under the Long Term Incentive Plan for
21,000 shares which vest annually over a three-year period that commences
June 26, 1996 in equal installments of 7,000 shares, at an exercise price
of $2.938 per share and (b) an option under the Long Term Incentive Plan
for 5,000 shares which vest annually over a three-year period that
commences June 29, 1996, in installments of 1,666 shares, 1,667 shares and
1,667 shares, respectively, at an exercise price of $2.875 per share.
(12) Mr. Corn received an option under the Long Term Incentive Plan to purchase
15,000 shares which vest in equal installments of 5,000 shares over a
three-year period that commenced on April 26, 1994 at an exercise price of
$4.125 per share.
10
<PAGE> 15
STOCK OPTIONS AND SAR GRANTS
The following table sets forth the information noted for all grants of
stock options and stock appreciation rights ("SARs") to each of the executive
officers named in the Summary Compensation Table during the 1996 fiscal year:
OPTION/SAR GRANTS IN 1996 FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
----------------------------- AT ASSUMED ANNUAL
% OF TOTAL
OPTIONS/ RATES OF STOCK PRICE
SARS
OPTIONS/ GRANTED TO EXPIRATION APPRECIATION
SARS EMPLOYEES EXERCISE DATE FOR OPTION TERM
GRANTED IN THE PRICE IN THE YEAR ------------------------
NAME # 1996 FISCAL YEAR ($/SH) 2000 5% ($) 10% ($)
- ---------------------------------------- ----------------- -------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael W. Paolercio............ 45,000(1) 12% $ 3.23 6/27 $ 23,350 $ 67,640
Anthony Paolercio, Jr........... 45,000(2) 12% $ 3.23 6/27 $ 23,350 $ 67,640
Fredric R. Wasserspring......... 36,000(3) 10% $2.938 6/27 $ 29,192 $ 64,624
Michelle Light.................. 24,000(4) 7% $2.938 6/27 $ 19,461 $ 43,083
Allan Corn...................... 21,000(5) 6% $2.938 6/27 $ 17,029 $ 37,697
Allan Corn...................... 5,000(5) 1% $2.875 6/30 $ 3,968 $ 8,783
</TABLE>
- ---------------
(1) Michael W. Paolercio received an option under the Long Term Incentive Plan
on June 26, 1995 to purchase 45,000 shares which vest annually over a
three-year period commencing June 26, 1996 in equal installments of 15,000
shares, at an exercise price of $3.23 per share.
(2) Anthony Paolercio received an option under the Long-Term Incentive Plan on
June 26, 1995 to purchase 45,000 shares which vest annually over a
three-year period commencing June 26, 1996 in equal installments of 15,000
shares, at an exercise price of $3.23 per share.
(3) Mr. Wasserspring received an option under the Long-Term Incentive Plan on
June 26, 1995 to purchase 36,000 shares which vest annually over a
three-year period commencing June 26, 1996 in equal installments of 12,000
shares, at an exercise price of $2.938 per share.
(4) Ms. Light received an option under the Long-Term Incentive Plan on June 26,
1995 to purchase 24,000 shares which vest annually over a three-year period
commencing June 26, 1996 in equal installments of 8,000 shares, at an
exercise price of $2.938 per share.
(5) Mr. Corn received the following options under the Long-Term Incentive Plan:
(A) on June 26, 1995 an option to purchase 21,000 shares which vest annually
over a three-year period commencing June 26, 1996 in equal installments of
7,000 shares, at an exercise price of $2.938 per share and (B) on June 29,
1996, an option to purchase 5,000 shares which vest annually over a
three-year period commencing June 29, 1996 in installments of 1,666 shares,
1,667 shares and 1,667 shares, at an exercise price of $2.875 per share.
11
<PAGE> 16
STOCK OPTION AND SAR EXERCISES
The following table sets forth the information noted for all exercises of
stock options and SARs by each of the executive officers named in the Summary
Compensation Table during the 1996 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN 1996 FISCAL YEAR
AND OPTION/SAR VALUES AT END OF 1996 FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT END OF AT END OF
1996 FISCAL YEAR(#) 1996 FISCAL YEAR($)
SHARES -------------------- --------------------
ACQUIRED ON VALUE EXERCISABLE(E)(1)/ EXERCISABLE(E)(1)/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(U) UNEXERCISABLE(U)
- --------------------------------------------- ------------ -------------------- --------------------
<S> <C> <C> <C> <C>
Michael W. Paolercio -- -- 15,000(E)(2) $ 0(E)(3)
30,000(U) $ 0(U)
Anthony Paolercio -- -- 15,000(E)(2) $ 0(E)(3)
30,000(U) $ 0(U)
Fredric R. Wasserspring -- -- 70,333(E)(4) $ 0(E)(3)
30,667(U) $ 0(U)
Michelle Light -- -- 51,333(E)(5) $ 0(E)(3)
22,667(U) $ 0(U)
Allan Corn -- -- 28,667(E)(6) $105(E)(3)
17,333(U) $210(U)
</TABLE>
- ---------------
(1) The "exercisable" shares include underlying options that are exercisable
within 60 days of the record date for the Company's Annual Meeting of
Stockholders.
(2) Consists of an option to purchase 45,000 shares under the Long Term
Incentive Plan. On June 26, 1996, 15,000 shares of the option will become
exercisable at an exercise price of $3.23 per share. On each of June 26,
1997 and 1998, an additional 15,000 shares will become exercisable at an
exercise price of $3.23 per share.
(3) Based on the closing stock price at January 26, 1996 of $2.938 per share.
(4) Consists of an option under the Directors' Plan for 5,000 shares ("Option
1"), an option under the Long Term Incentive Plan for 50,000 shares ("Option
2"), an option under the Long Term Incentive Plan for 10,000 shares ("Option
3") and an option under the Long Term Incentive Plan for 36,000 shares
("Option 4"). All shares of Option 1 are exercisable at an exercise price of
$4.187 per share. A total of 33,330 shares of Option 2 are exercisable, with
the remaining 16,670 shares to become exercisable on June 14, 1996, at an
exercise price of $5.75 per share. On August 10, 1995, 3,333 shares of
Option 3 became exercisable, with installments of 3,333 shares and 3,334
shares to become exercisable on August 10, 1996 and 1997, respectively, at
an exercise price of $6.125 per share. On June 26, 1996, 12,000 shares of
Option 4 will become exercisable, with additional installments of 12,000
shares to become exercisable on June 26, 1997 and 1998, respectively, at an
exercise price of $2.938 per share.
(5) Consists of an option under the 1986 Plan for 20,000 shares ("Option 1"), an
option under the Long Term Incentive Plan for 20,000 shares ("Option 2"), an
option under the Long Term Incentive Plan for 10,000 shares ("Option 3") and
an option under the Long Term Incentive Plan for 24,000 shares ("Option 4").
All 20,000 shares of Option 1 are exercisable at a price of $3.63 per share.
All 20,000
12
<PAGE> 17
shares of Option 2 are exercisable at a price of $4.125 per share. On August
10, 1995, 3,333 shares of Option 3 became exercisable and on August 10, 1996
an additional 3,333 shares will become exercisable, with the remaining 3,334
shares to become exercisable on August 10, 1997, all at an exercise price of
$6.125 per share. On June 26, 1996, 8,000 shares of Option 4 will become
exercisable and an additional 8,000 shares will become exercisable on June
26, 1997 and June 26, 1998, respectively, all at an exercise price of $2.938
per share.
(6) Consists of an option under the 1986 Plan for 5,000 shares ("Option 1"), an
option under the Long Term Incentive Plan for 15,000 shares ("Option 2"), an
option under the Long Term Incentive Plan for 21,000 shares ("Option 3") and
an option under the Long Term Incentive Plan for 5,000 shares ("Option 4").
All shares of Option 1 are exercisable at an exercise price of $3.63 per
share. All shares of Option 2 are exercisable at an exercise price of $4.125
per share. On June 26, 1996, 7,000 shares of Option 3 will become
exercisable, with additional installments of 7,000 shares to become
exercisable on June 26, 1997 and 1998, respectively, at an exercise price of
$2.938 per share. On June 29, 1996, 1,667 shares will become exercisable,
with installments of 1,667 shares and 1,666 shares to become exercisable on
June 29, 1997 and 1998, respectively, at an exercise price of $2.875 per
share.
13
<PAGE> 18
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Michael Wager, Esq., a director of the Company and Chairman of the
Compensation Committee, is a partner in the firm of Benesch, Friedlander, Coplan
& Aronoff, counsel to the Company, which provided the Company with general legal
services during the 1996 fiscal year.
The following Report of the Compensation Committee and the Performance
Graph included in this Proxy Statement shall not be deemed to be incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into the filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this Report or the Performance Graph by reference therein, and shall not be
deemed soliciting material or otherwise deemed filed under either of such Acts.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company
establishes the general compensation policies of the Company, establishes the
compensation levels for executive officers and administers the Company's Long
Term Incentive Plan. The Compensation Committee (the "Committee") is composed of
three independent directors.
EXECUTIVE OFFICER COMPENSATION
Individual executive officer compensation generally includes base salary,
annual incentive bonus and long-term incentive awards under the Company's Long
Term Incentive Plan. Salaries are determined annually based on factors that
include (i) job responsibilities, (ii) individual performance, ability and
experience, (iii) salaries at comparably-sized companies and (iv) specific
considerations that may be of particular importance to the Company at the time.
Annual cash bonuses are determined based on factors that include the
Company's performance as measured by earnings from operations before taxes and
individual performance for each officer. An award of a cash bonus by the
Committee is intended to reflect and promote the Company's values and reward the
individual officers for outstanding contributions to the Company's performance.
Long term incentive awards under the Company's Long Term Incentive Plan are
an important component of the Company's compensation philosophy. The Committee
believes that it is essential for the Company's executive officers to own
significant amounts of Common Stock in order to align the long-term interests of
such executives with those of the Company's stockholders and to encourage such
officers to increase stockholder value. The awards under the Long Term Incentive
Plan to date to each of the executive officers are described on pages 6 to 7 of
this Proxy Statement. With certain limited exceptions, upon the exercise of a
stock option, executives are expected to retain the shares received, after
satisfying the cost of exercise and taxes, in order to grow their equity
position in the Company. The Committee believes that the ownership of Common
Stock by each of the executive officers will encourage such officers to act on
behalf of all stockholders and to optimize the Company's overall performance.
These awards also aid in retaining executive officers and will assist in the
Company attracting the most qualified individuals in the future.
14
<PAGE> 19
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee determined the Chief Executive Officer's
Compensation for the 1996 fiscal year based upon a number of facts and criteria,
including consideration of the Company's overall performance and his individual
performance targets. The Chief Executive Officer's salary was determined based
on a review by the Committee of the Chief Executive Officer's performance. The
Chief Executive Officer voluntarily took a 5% reduction in his base salary in
May 1995 for the remainder of the 1996 fiscal year due to the Company's
decreased sales and earnings from operations. As of January 29, 1996, the Chief
Executive Officer's salary was restored to its prior level due to the Company's
improving operating results, but no raise was approved. The Chief Executive
Officer was not awarded a bonus for the 1996 fiscal year due to the Company's
decreased earnings from operations. During the 1996 fiscal year, the Chief
Executive Officer received a stock option award to purchase 45,000 shares of the
Company's Common Stock at $3.23 per share.
DEDUCTIBILITY
It is the present intention of the Company to preserve the deductibility
under the Internal Revenue Code of compensation paid to its executive officers.
CONCLUSION
Seven of the Company's most highly paid executive officers voluntarily took
reductions in their base salaries in May 1995 for the remainder of the fiscal
1996 that ranged from 5 - 10%. The salary reductions were restored as of January
29, 1996 due to improving operating results. No cash bonuses were awarded for
the 1996 fiscal year, due to decreased earnings from operations. During the 1996
fiscal year, stock options were awarded to all of the Company's executive
officers. This reflects the Committee's belief that executive compensation
should be linked to the Company's performance and the value that is created for
stockholders.
In the Committee's opinion, the Company's executive officers are properly
compensated at the present time when compared with others in comparable
positions in companies of similar size.
Compensation Committee
Michael Wager, Chairman
David S. Harris
Donald R. Miller
15
<PAGE> 20
COMPANY PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Company's Common Stock, the AMEX Market Index, and the peer group indexes over a
five-year period commencing July 1, 1991. The Peer Group Index consists of a
group of companies that both manufacture and distribute precious metal jewelry
as follows: Oro America, Inc., Harlyn Products, Inc., and Town & Country Corp.
The Company believes the Peer Group Index is comparable with the Company, since
the companies included in the Peer Group Index are jewelry manufacturers and
distributors (both wholesale and retail) like the Company. In calculating
cumulative total stockholder return, reinvestment of dividends was assumed, and
the returns of each member of the Peer Group Index are weighted for market
capitalization. The Company believes that this information demonstrates that the
compensation earned by its executive officers reflects the Company's
performance.
COMPARE CUMULATIVE TOTAL RETURN
MICHAEL ANTHONY JEWELERS, INC.,
AMEX MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
- ------------------------------FISCAL YEAR ENDING--------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
MICHAEL ANTHONY JEWELERS 100 49.77 63.10 62.16 31.04 18.15
PEER GROUP 100 49.87 63.23 67.93 39.17 23.10
BROAD MARKET 100 109.95 120.21 116.04 122.48 156.99
<FN>
ASSUMES $100 INVESTED ON JUNE 30, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR PERIOD ENDING JAN. 27, 1996
</TABLE>
16
<PAGE> 21
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file initial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 or 5), of Common Stock of the Company
with the Securities and Exchange Commission (the "SEC") and the AMEX. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no additional forms were required for those persons, the Company believes that
during the 1996 fiscal year, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied with,
except for a Form 4 filing for Anthony Paolercio, Jr. related to two gifts of
shares on November 1, 1995 for a total of 5,500 shares of Common Stock. The
requisite filing was made in May 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The manufacturing and distribution facilities of the Company are located in
three adjacent buildings in Mount Vernon, New York having a total of
approximately 74,000 square feet. Pursuant to two lease agreements entered into
in May 1991 and another lease agreement entered into in May 1995 with Michael
Anthony Company, now known as MacQuesten Realty Company ("MRC"), a New York
general partnership, the general partners of which are Michael W. Paolercio
("MP") and Anthony Paolercio, Jr. ("AP"), the Company pays in the aggregate an
average annual rent of $606,000 over the term of the leases, plus real estate
taxes and other occupancy costs. The Company believes that the terms of these
lease arrangements with MRC are no less favorable than those that could have
been obtained from an unaffiliated party.
On December 1, 1994, the Company acquired its corporate headquarters
premises in Mount Vernon, New York (the "Headquarters Property") from MRC. The
Headquarters Property has approximately 71,000 square feet.
A Special Real Estate Committee of the Board of Directors, comprised of the
Company's independent, outside directors obtained an appraisal of the
Headquarters Property, and after review of the appraisal and negotiation with
MRC as to the terms of purchase of the Headquarters Property, recommended the
acquisition to the Company's Board of Directors. On November 28, 1994, the Board
of Directors voted unanimously, with MP abstaining and AP absent, to authorize
the acquisition of the Headquarters Property for $2,490,000. The Company funded
the acquisition of the Headquarters Property with cash from its operations.
Michael Wager, a director of the Company, is a partner in the firm of
Benesch, Friedlander, Coplan & Aronoff, counsel to the Company, which provided
the Company with general legal services during the 1996 fiscal year.
17
<PAGE> 22
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP has been the independent accountants for the Company
since April 1, 1989 and will serve in that capacity for the 1997 fiscal year.
During the 1996 fiscal year, Deloitte & Touche LLP performed audit and tax
services for the Company, which included an audit of the Company's consolidated
financial statements.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting. Such representative will have an opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions from stockholders.
STOCKHOLDERS PROPOSALS
All stockholder proposals which are intended to be presented at the 1997
Annual Meeting of Stockholders of the Company must be received by the Company no
later than February 28, 1997 for inclusion in the Board of Directors' Proxy
Statement and form of proxy relating to the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their best judgment.
The prompt return of the proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the meeting,
please sign the proxy and return it in the enclosed envelope.
By the Order of the Board of
Directors
M. Frances Durden
Secretary
Dated: May 24, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: MICHAEL ANTHONY
JEWELERS, INC. 115 SOUTH MACQUESTEN PARKWAY, MOUNT VERNON, NEW YORK 10550,
ATTENTION: TREASURER.
18
<PAGE> 23
MICHAEL ANTHONY JEWELERS, INC.
PROXY/VOTING INSTRUCTIONS CARD
THIS IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON JUNE 24, 1996
The undersigned hereby appoints Michael W. Paolercio, Fredric R.
Wasserspring and M. Frances Durden, and each of them, as proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated herein all the shares of Common Stock
of Michael Anthony Jewelers, Inc. represented hereby and held of record
by the undersigned on April 30, 1996, at the Annual Meeting of
Stockholders to be held at the American Stock Exchange located at 86
Trinity Place, New York, New York, on June 24, 1996, at 10:00 a.m. and at
any postponements or adjournments thereof, upon all subjects that may
properly come before the meeting, including the matters described in the
proxy statement furnished herewith. This proxy, when properly executed,
will be voted in the manner directed herein by the undersigned
stockholder and in accordance with the determination of the named
proxies, and any of them, on any other matters that may properly come
before the meeting. If this proxy is signed and returned and no
directions are given, this proxy will be voted "FOR" each of the nominees
for director listed under item 1 of this card, and in accordance with the
determination of the named proxies, and any of them, on any other matters
that may properly come before the meeting. If you have made any comments
on this card, please mark the Comments box on the reverse of this card.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY / / EXCEPTIONS
to vote for all nominees listed below
</TABLE>
Nominees: Anthony Paolercio, Jr. Fredric R. Wasserspring
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and strike a line through that
nominee's name.)
(Continued on other side)
<TABLE>
<S> <C>
/ / I PLAN TO ATTEND THE ANNUAL MEETING / / I HAVE NOTED COMMENTS BELOW
</TABLE>
Please sign this proxy and return it promptly whether or not you plan to
attend the meeting. If signing for a corporation or partnership, or as an
agent, attorney or fiduciary, indicate the capacity in which you are
signing. If you do attend the meeting and decide to vote by ballot, such
vote will supersede this proxy.
/ / Change of Address
Signature(s) must agree with
the name(s) printed on this
Proxy. If shares are
registered in two names, both
stockholders should sign this
Proxy. If signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such.
Dated: , 1996
-----------------------------
Signature
-----------------------------
Signature
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
