<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)
XXXXXXXXXXXXXXXX
(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)(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
May 23, 1997
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 23, 1997 at the Company's
headquarters located at 115 South MacQuesten Parkway, Mount Vernon, New York
10550.
You will be asked at the meeting to approve the election of three
directors constituting Class 1 of the Board of Directors and to approve and
ratify certain amendments to the Company's Long Term Incentive Plan. The Board
of Directors recommends that you vote FOR each director nominated and FOR the
amendments to the Long Term Incentive Plan.
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,
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 23, 1997
The Annual Meeting of the Stockholders of Michael Anthony Jewelers, Inc.
will be held at the Company's headquarters located at 115 South MacQuesten
Parkway, Mount Vernon, New York on Monday, June 23, 1997 at 10:00 A.M. for the
following purposes:
1. To elect three (3) directors to Class 1 of the Board of Directors to
serve until 2000 or until their successors are duly elected and take
office.
2. To approve and ratify certain amendments to the Company's Long Term
Incentive Plan.
3. To transact any other business which may properly come before the
meeting.
Stockholders of record at the close of business on May 5, 1997 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.
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
23, 1997, 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 23, 1997. 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 three members of Class 1
of the Board of Directors for a three year term expiring in 2000 or until their
successors are duly elected and take office, (ii) approve and ratify certain
amendments to the Company's Long Term Incentive Plan and (iii) 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 wil 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 of 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
ITEM 1:
ELECTION OF DIRECTORS
At the Annual Meeting, three directors for Class 1 of the Board of
Directors are to be elected for three-year terms expiring in 2000 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. All 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 attended
by telephone conference, up to an aggregate of $15,000 per fiscal year, (b) a
stock option awarded under the Company's 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 BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINATED DIRECTOR
DESIGNATED ON THE PROXY
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:
1
<PAGE> 6
NOMINEES FOR DIRECTORS
CLASS 1
TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
---- --- -------------- -----------------------
<S> <C> <C> <C>
Michael Anthony Paolercio 50 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 (1)(2)(3) 46 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 (1)(2) 68 1995 Management Consultant in retail and
consumer service sectors since 1956.
Since 1995, Board Chair of Nash Finch
Company, a wholesale/retail
distributor of food and related
products. Director of Nash Finch
Company since 1978.
</TABLE>
2
<PAGE> 7
<TABLE>
<CAPTION>
CONTINUING DIRECTORS
CLASS 2
FOR A TERM EXPIRING IN 1998
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE DURING THE PAST FIVE YEARS
---- --- -------------- --------------------------
<S> <C> <C> <C>
Michael W. Paolercio (3)(4) 46 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 (4) 53 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 (1)(2) 37 1995 Managing Director at Furman Selz, Inc.,
an investment banking and securities
brokerage firm, since 1990.
CLASS 3
FOR A TERM EXPIRING IN 1999
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
---- --- -------------- -----------------------
<S> <C> <C> <C>
Anthony Paolercio, Jr. (4) 44 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. Wasserspring (1)(4) 50 1986 Since 1993, President and Chief
Operating Officer of the Company.
President of Prudential-Bache Metal
Co., Inc. from 1986 to 1993.
</TABLE>
[FN]
--------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Nominating Committee
(4) Member of Executive Committee
3
<PAGE> 8
The following persons serve as executive officers of the Company in
addition to certain of the persons set forth above:
- Michelle Light, age 39, 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.
- Frances Durden, age 41, has been Senior Vice President of
Human Resources for the Company since March 1995 and General
Counsel and Secretary of the Company since September 1994.
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 16 times
during the fiscal year ended February 1, 1997. 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 1997 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 1997 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 1993 Long Term Incentive Plan (the "Long Term
Incentive Plan").
The Board of Directors has a Nominating Committee, which met one time
during the 1997 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 in writing on a timely basis and
the nominee has agreed in writing to serve, if elected.
During the 1997 fiscal year, the Board of Directors had nine 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.
4
<PAGE> 9
ITEM 2: APPROVING AND RATIFYING CERTAIN AMENDMENTS TO THE LONG
TERM INCENTIVE PLAN
The Board of Directors believes it is in the best interest of the
Company and its stockholders to amend the Long Term Incentive Plan to (a)
increase the number of authorized shares of Common Stock of the Company
available for issuance from 1,000,000 to 2,000,000, (b) allow the
transferability of non-qualified options granted under the Long Term Incentive
Plan and (c) make certain other amendments as permitted under recent amendments
to Section 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act").
The Long Term Incentive Plan currently authorizes the grant to officers
and key employees of awards ("Awards") consisting of "incentive stock options,"
as that term is defined under the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Tax Code"), non-qualified stock options,
reload options, stock appreciation rights ("SARs"), restricted stock awards,
stock bonus awards and performance plan awards. Currently there are 1,000,000
shares of Common Stock authorized for issuance under the Long Term Incentive
Plan. As of May 5, 1997, incentive stock options for a total of 683,500 shares
of Common Stock had been granted, leaving only 316,500 shares of Common Stock
available for issuance under Awards.
The increase in the number of shares of Common Stock authorized for
issuance as Awards under the Long Term Incentive Plan is necessary to
accommodate future Awards that may be granted from time to time by the Board of
Directors. A portion of these Awards may be granted from time to time to
employees in connection with acquisitions and to provide key employees with
additional incentive to increase stockholder value. As of May 5, 1997, eight
officers and approximately 40 other key employees were eligible to participate
in the Long Term Incentive Plan.
The complete text of the proposed amendments to the Long Term Incentive
Plan is attached as Exhibit A to this Proxy Statement. The following summary of
the amendments does not purport to be complete and is qualified in its entirety
by reference to Exhibit A.
In addition to increasing the number of shares authorized for issuance
under the Long Term Incentive Plan, the amendments will allow non-qualified
stock options to be transferred by a holder after giving the Company written
notice of the planned transfer. As of May 5, 1997, no Awards consisting of
non-qualified stock options had been made under the Long Term Incentive Plan.
Certain sections of the Long Term Incentive Plan were amended so that
it will meet the requirements provided in recent amendments to Section 16b-3 of
the Exchange Act. Those amendments permit, among other things, either the
Compensation Committee of the Board of Directors or the Board itself, to take
certain actions under the Plan, including the determination of employees to whom
Awards will be granted, the number of shares to be covered by an Award, the term
of an Award, acceleration of vesting of an Award and cancellation or amendment
of Awards.
BENEFICIAL OWNERSHIP OF COMMON STOCK
On May 5, 1997, the Company had outstanding 7,740,923 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 May 5, 1997 will be entitled to vote at the meeting.
5
<PAGE> 10
The following table sets forth information as of May 5, 1997 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
BENEFICIAL
NAME AND ADDRESS OF ------------ PERCENTAGE OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
---------------- --------------- ------------
<S> <C> <C>
Brinson Partners, Inc. ......................... 852,639 11.01%
209 S. LaSalle Street
Chicago, Illinois 60604
Liberty Investment Management .................. 819,700 10.59%
2502 Rocky Point Drive
Tampa, Florida 33607
Dimensional Fund Advisors, Inc. ................ 449,500 5.81%
1299 Ocean Avenue
Santa Monica, California 90401
Maxus Investment Group ......................... 403,700 5.22%
28601 Chagrin Boulevard
Cleveland, OH 44122
Michael W. Paolercio ........................... 1,049,000(3) 13.55%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Anthony Paolercio, Jr .......................... 1,196,000(4) 15.45%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Fredric R. Wasserspring ........................ 96,666(5) 1.25%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michelle Light Paolercio ....................... 42,666(6) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Allan Corn ..................................... 35,333(7) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS OF ------------ PERCENTAGE OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
---------------- --------------- ------------
<S> <C> <C>
Michael Anthony Paolercio ...................... 36,000(8) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michael Wager, Esq ............................. 19,038(9) *
c/o Benesch, Friedlander, Coplan &
Aronoff
2300 BP American Building
200 Public Square
Cleveland, Ohio 44114
David S. Harris ................................ 3,204(10) *
Furman Selz Incorporated
230 Park Avenue
New York, New York 10169
Donald R. Miller ............................... 3,204(11) *
68-10 108th Street
Forest Hills, New York 11375
All officers and directors as a group
(11 persons) 2,526,444(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) 32.64%
</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) 30,000 shares subject to currently exercisable
stock options. Mr. Paolercio has also received an option to purchase an
additional 15,000 shares which will vest on June 26, 1998, 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
(ii) 30,000 shares subject to currently exercisable stock options. Mr.
Paolercio has also received an option to purchase an additional 15,000
shares which will vest on June 26, 1998, 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) 80,666
shares subject to currently exercisable stock options. Mr. Wasserspring
has also received the following options to purchase an additional
15,334 shares: (A) a portion of an option
7
<PAGE> 12
under the Long Term Incentive Plan for 3,334 shares which will vest on
August 10, 1997, at a exercise price of $6.125 per share and ( B) an
option under the Long Term Incentive Plan for 12,000 shares, which will
vest on June 26, 1998, at an exercise price of $2.938 per share.
(6) Consists of 42,666 shares subject to currently exercisable stock
options. Ms. Light has also received the following options to purchase
an additional 11,334 shares: (A) an option under the Long Term
Incentive Plan for 3,334 shares which will vest on August 10, 1997, at
an exercise price of $6.125 per share and (B) an option under the Long
Term Incentive Plan for 8,000 shares, which will vest on June 26, 1998,
at an exercise price of $2.938 per share.
(7) Consists of (i) 3,000 shares held by Mr. Corn, individually, and (ii)
32,333 shares subject to currently exercisable stock options. Mr. Corn
also has received the following options to purchase an additional
13,667 shares: (A) an option under the Long Term Incentive Plan for
1,666 shares which will vest on June 29, 1998, at an exercise price of
$2.875 per share and (B) an option under the Long Term Incentive Plan
for 7,000 shares which will vest on June 26, 1998, at an exercise price
of $2.938 per share.
(8) Consists of (i) 3,000 shares held by Mr. Paolercio, individually, and
(ii) 33,000 shares subject to currently exercisable stock options. Mr.
Paolercio has also received the following options to purchase an
additional 4,000 shares: (A) an option under the Long Term Incentive
Plan for 1,000 shares which will vest on August 10, 1997, at an
exercise price of $6.12 per share and (B) an option under the Long Term
Incentive Plan for 3,000 shares which will vest on June 26, 1998, at an
exercise price of $2.938 per share.
(9) Consists of (i) 2,538 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, 1998
at an exercise price of $3.50 per share; (B) a portion of an option
under the Directors' Plan to purchase an additional 3,333 shares which
will vest annually over a two-year period that commences on April 22,
1998 in installments of 1,667 shares, at an exercise price of $3.00 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, 1998 in installments of 1,666
shares, 1,667 shares and 1,667 shares, respectively, at an exercise
price of $3.00 per share.
(10) Consists of (i) 1,538 shares held by Mr. Harris, individually and (ii)
1,666 shares subject to currently exercisable stock options. Mr. Harris
has also received the following options to purchase an additional 8,334
shares: (A) a portion of an option under the Directors' Plan for 3,333
shares which will vest annually over a two-year period that commences
on August 25, 1997 in installments of 1,667 shares, at an exercise
price of $2.938 per share and (B) an option under the Directors' Plan
to purchase 5,000 shares which will vest annually over a three-year
period that commences on August 26, 1997 in installments of 1,667
shares, 1,666 shares on August 26, 1998 and 1,666 shares on August 26,
1999.
(11) Consists of (i) 1,538 shares held by Mr. Miller, individually and (ii)
1,666 shares subject to currently exercisable stock options. Mr. Miller
has also received the following options to purchase an additional 8,334
shares: (A) an option under the Directors' Plan for 3,334 shares which
will vest annually over a two-year period that commences on December 3,
1997 in installments of 1,667 shares, at an exercise price of $2.625
per share and (B) an option under the Directors' Plan to purchase 5,000
shares which will vest annually over a three-year period that commences
on December 2, 1997 in installments of 1,667 shares, 1,666 shares on
December 2, 1998 and 1,666 shares on December 2, 1999.
(12) Includes 44,333 shares subject to currently exercisable options granted
to Frances Durden and Greg Torski and 1,000 shares held by Ms. Durden,
individually. Ms. Durden also has received the following options to
purchase an additional 13,667 shares: (A) a portion of an option under
the Long Term Incentive Plan for 6,667 shares which vest on September
5, 1997, at a purchase price of $5.75 per share and (B) a portion of an
8
<PAGE> 13
option under the Long Term Incentive Plan for 7,000 shares which will
vest on June 26, 1998, at a purchase price of $2.938 per share. Mr.
Torski also has received the following options to purchase an
additional 9,000 shares: (A) a portion of an option under the Long
Term Incentive Plan for 5,000 shares which will vest on September 27,
1997, at a purchase price of $5.125 per share and (B) a portion of an
option under the Long Term Incentive Plan for 4,000 shares which will
vest on June 26, 1998, at a purchase price of $2.938 per share.
STOCK OPTIONS AND WARRANTS
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 May 5, 1997, eight executive officers and approximately 40 other key
employees were eligible to participate in the Plan and stock options for an
aggregate of 683,500 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 May 5, 1997, stock options to purchase an aggregate of 50,000
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.
9
<PAGE> 14
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 1997" is the
period from January 29, 1996 through February 1, 1997; "FY 1996" is the period
from January 29, 1995 through January 28, 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; and "FY 1994" is the period from July 1, 1993
through June 30, 1994.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------------
OPTIONS/
NAME AND SALARY BONUS SARS
PRINCIPAL POSITION PERIODS ($) ($) (#)
------------------ ------- ------ ----- ------------
<S> <C> <C> <C> <C>
Michael W. Paolercio FY 1997 $260,000 -- --
Co-Chairman of the Board FY 1996 $251,000 -- 45,000(1)
Chief Executive Officer 7 Mo. 1995 $151,666 -- --
FY 1994 $260,000 $41,600 --
Anthony Paolercio, Jr. FY 1997 $260,000 -- --
Co-Chairman of the Board FY 1996 $251,000 -- 45,000(1)
and Executive Vice President 7 Mo. 1995 $151,000 -- --
FY 1994 $260,000 $41,600 --
Fredric R. Wasserspring FY 1997 $225,000 -- --
President and Chief FY 1996 $217,212 -- 36,000(2)
Operating Officer 7 Mo. 1995 $131,250 -- 10,000(3)
FY 1994 $225,000 $36,000 --
Michelle Light FY 1997 $200,000 -- --
Senior Vice President of FY 1996 $193,077 -- 24,000(4)
Sales and Marketing 7 Mo. 1995 $116,666 -- 10,000(5)
FY 1994 $200,000 $ 28,000 --
Allan Corn FY 1997 $150,800 -- --
Chief Financial Officer FY 1996 $145,570 -- 26,000(6)
and Senior Vice President 7 Mo. 1995 $ 87,966 -- --
FY 1994 $150,800 $ 21,250 --
</TABLE>
10
<PAGE> 15
(1) Each of Michael and Anthony Paolercio received an option under the Long
Term Incentive Plan to purchase 45,000 shares which vest annually over
a three-year period that commenced on June 26, 1996 in equal
installments of 15,000 shares each year, at an exercise price of $3.23
per share.
(2) 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 commenced on June 26, 1996 in equal installments of 12,000 shares,
at an exercise price of $2.938 per share.
(3) 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 on 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.
(4) 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 commenced on June 26, 1996 in equal installments of 8,000 shares,
at an exercise price of $2.838 per share.
(5) 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 on 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.
(6) 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
commenced on 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 commenced on June 29, 1996, in installments of
1,666 shares, 1,667 shares and 1,667 shares, respectively, at an
exercise price of $2.875 per share.
11
<PAGE> 16
STOCK OPTION AND SAR EXERCISES
The following table sets forth the information noted for all exercises
of stock options and SARs by each of the executive officers named in the Summary
Compensation Table during the 1997 fiscal year:
AGGREGATED OPTION / SAR EXERCISES IN 1997 FISCAL YEAR
AND OPTION / SAR VALUES AT END OF 1997 FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT END OF AT END OF
SHARES 1997 FISCAL YEAR(#) 1997 FISCAL YEAR($)
ACQUIRED ON VALUE EXERCISABLE (E)(1)/ EXERCISABLE(E)(1)/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE (U) UNEXERCISABLE(U)
<S> <C> <C> <C> <C>
Michael W. Paolercio __ __ 30,000(E)(2) $ 0(E)(3)
15,000(U) $ 0(U)
Anthony Paolercio __ __ 30,000(E)(2) $ 0(E)(3)
15,000(U) $ 0(U)
Fredric R. Wasserspring __ __ 80,666(E)(4) $ 4,488(E)(3)
15,334(U) $ 2,244(U)
Michelle Light __ __ 42,666(E)(5) $ 2,992(E)(3)
11,334(U) $ 1,496(U)
Allan Corn __ __ 32,333(E)(6) $ 3,451(E)(3)
13,667(U) $ 1,726(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 31, 1997 of $3.125 per
share.
(4) Consists of an option under the Long Term Incentive Plan for 50,000
shares ("Option 1"), an option under the Long Term Incentive Plan for
10,000 shares ( "Option 2" ) and an option under the Long Term
Incentive Plan for 36,000 shares ("Option 3"). All shares of Option 1
are exercisable at an exercise price of $5.75 per share. A total of
6,666 shares of Option 2 are exercisable, with the remaining 3,334
shares to become exercisable on August 10, 1997, at an exercise price
of $6.125 per share. As of June 26, 1997, 24,000 shares of Option 3
will be exercisable, with an additional installment of 12,000 shares to
become exercisable on June 26, 1998, at an exercise price of $2.938 per
share.
(5) Consists of an option under the Long Term Incentive Plan for 20,000
shares ("Option 1"), an option under the Long Term Incentive Plan for
10,000 shares ("Option 2") and an option under the Long Term Incentive
12
<PAGE> 17
Plan for 24,000 shares ("Option 3"). All 20,000 shares of Option 1 are
exercisable at a price of $4.125 per share. On each of August 10, 1995
and 1996, respectively, 3,333 shares of Option 2 became 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
and 1997, respectively, 8,000 shares of Option 3 became exercisable,
with the remaining 8,000 shares to become exercisable on June 26, 1998,
at an exercise price of $2.938 per share.
(6) Consists of an option under the Long Term Incentive Plan for 15,000
shares ("Option 1"), an option under the Long Term Incentive Plan for
21,000 shares ("Option 2") and an option under the Long Term Incentive
Plan for 5,000 shares ("Option 3"). All shares of Option 1 are
exercisable at an exercise price of $4.125 per share. As of June 26,
1996 and 1997, respectively, 14,000 shares of Option 2 will be
exercisable, with an additional installment of 7,000 shares to become
exercisable on June 26, 1998, at an exercise price of $2.938 per share.
As of June 29, 1996 and 1997, respectively, 3,334 shares will be
exercisable, with an installment of 1,666 shares to become exercisable
on June 29, 1998, at an exercise price of $2.875 per share.
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, which provided the Company with legal services during the
1997 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
13
<PAGE> 18
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 7 to 9 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.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee determined the Chief Executive Officer's
Compensation for the 1997 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.
During the 1997 fiscal year, the Chief Executive Officer did not receive a
raise or a bonus, since although the Company's overall performance improved,
the Company's pre-tax income did not support payment of a bonus. The Company
did not grant any stock options during the 1997 fiscal year.
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
No cash bonuses were awarded to any executive officers for the 1997
fiscal year, nor were any stock options awarded. 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
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, 1992. 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.; however, Harlyn Products was dropped from the group in 1996
since its stock was delisted by AMEX. 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.
14
<PAGE> 19
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
- -----------------FISCAL YEAR ENDING---------------------
COMPANY 1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
MICHAEL ANTHONY JEWELERS 100 192.31 196.15 115.38 90.38 96.15
PEER GROUP 100 126.79 136.21 78.54 46.32 44.68
BROAD MARKERT 100 109.33 105.54 111.39 142.78 153.67
</TABLE>
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 each of Michael Wager, David
Harris and Donald Miller related to the automatic awards of 5,000 shares each on
the Annual Stockholder Meeting date. The requisite filings were made in July
1996.
15
<PAGE> 20
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"), during fiscal 1997, the Company paid
rent of approximately $624,000, for the adjacent buildings housing its
manufacturing facilities located at 50, 60 and 70 South MacQuesten Parkway in
Mount Vernon, 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.
Subject to the Company's option to acquire the properties located at 60 and 70
South MacQuesten Parkway, Mt. Vernon, discussed in more detail below, the
Company will pay an average annual rent of approximately $478,000 over the term
of the leases, plus real estate taxes and other occupancy costs.
As part of its long-term strategic plan, the Company plans to acquire
during fiscal 1998, one of the buildings housing its manufacturing facilities
(the "50 Building") from MRC for a purchase price of $1,150,000. The 50 Building
has approximately 22,000 square feet.
The Special Real Estate Committee of the Board of Directors, comprised
of the Company's independent, outside directors, obtained an appraisal of the 50
Building, and after reviewing the appraisal and negotiation with MRC as to the
terms of purchase, recommended the acquisition to the Company's Board of
Directors. On April 4, 1997, the Board of Directors voted unanimously, with
Michael and Anthony Paolercio abstaining, to authorize the acquisition of the 50
Building, subject to (1) receipt of an updated, satisfactory appraisal and (2)
the Company obtaining an exclusive, two-year option to acquire from MRC the
remaining manufacturing facilities housed in the buildings located at 60 and 70
South MacQuesten Parkway, Mt. Vernon at an aggregate purchase price of
$2,350,000 and on terms and conditions substantially the same as those agreed to
for the purchase of the 50 Building.
The general terms of a Contract of Sale for the acquisition of the 50
Building have been agreed to, subject to the Company reviewing its financing
alternatives.
In the event the Company acquires the 50 Building and subsequently
exercises its option to acquire the properties located at 60 and 70 South
MacQuesten Parkway, the Company may incur additional long-term indebtedness in
order to finance the purchases.
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.
The Special Real Estate Committee of the Board of 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 and subsequently obtained a mortgage loan secured by
the Headquarters Property.
Michael Wager, a director of the Company, is a partner in the firm of
Benesch, Friedlander, Coplan & Aronoff, which provided the Company with legal
services during the 1997 fiscal year.
16
<PAGE> 21
David Harris, a director of the Company, is a principal in the firm of
Furman Selz, Inc., which provided the Company with investment banking and
securities brokerage services during the 1997 fiscal year.
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 1998 fiscal
year. During the 1997 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
1998 Annual Meeting of Stockholders of the Company must be received by the
Company no later than February 28, 1998 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 23, 1997
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.
17
<PAGE> 22
EXHIBIT A
AMENDMENT
TO THE LONG-TERM INCENTIVE PLAN
OF MICHAEL ANTHONY JEWELERS, INC.
1. Section 2.6 of the Plan is hereby amended by adding the phrase ",to
the extent practical," after the word "eligibility" in the phrase "whose members
meet the requirements for eligibility to serve" near the end of the sentence.
2. Section 3 of the Plan is hereby amended to increase the number of
Shares reserved for use, upon the issuance, vesting or exercise of Awards to be
granted from time to time under the Plan, from 1,000,000 to 2,000,000 Shares.
3. Section 4 of the Plan is hereby amended by deleting the first two
sentences of the paragraph and adding the following three sentences at the
beginning of the paragraph:
"The Board may appoint a Committee to administer the Plan, which
Committee shall consist of not less than two (2) disinterested
directors, to the extent practical, as defined in Rule 16b- 3. Subject
to the provisions of the Plan, the Committee or the Board shall have
full authority, in its discretion, to determine the Employees to whom
Awards shall be granted, the number of Shares to be covered by each of
the Awards, and the terms of any such Award; to amend or cancel Awards
(subject to Section 23 of the Plan), to accelerate the vesting of
Awards; to require the cancellation or surrender of any previously
granted awards under this Plan or any other plans of the Company as a
condition to the granting of an Award, to interpret the Plan; and to
prescribe, amend, and rescind rules and regulations relating to the
Plan, and generally to interpret and determine any and all matters
whatsoever relating to the administration of the Plan and the granting
of Awards hereunder. Notwithstanding anything in the Plan to the
contrary any and all rights conferred upon the Committee shall also be
conferred upon the Board."
4. Section 17 of the Plan is hereby amended by adding the phrase
"(other than Awards of non-qualified stock options, which Awards may be freely
transferred by the recipient upon prior written notice to the Company)" after
the words "An Award" at the beginning of the first sentence in the paragraph.
5. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
6. This Amendment to the Plan shall be effective when approved by the
Board. Unless this Amendment to the Plan is approved by the affirmative votes of
the holder of shares having a majority of the voting power of all shares
represented at a meeting duly held in accordance with Delaware law within twelve
(12) months after being approved by the Board, this Amendment and all Awards
granted under it shall be void and of no force and effect.
As approved by the Board of Directors of the Company on November 8, 1996,
subject to stockholder approval.
<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 23, 1997
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 May 5, 1997, at the Annual Meeting of Stockholders
to be held at the Company's headquarters located at 115 South MacQuesten
Parkway, Mount Vernon, New York, on June 23, 1997, 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 "FOR" the amendments to
the Long Term Incentive Plan under Item 2 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
Nominees: Michael Anthony Paolercio Michael Wager Donald R. Miller
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and
strike a line through that nominee's name.)
2. APPROVAL OF AMENDMENTS TO LONG TERM INCENTIVE PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on other side)
[ ] 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: _______________, 1997
----------------------------
Signature
----------------------------
Signature
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
