<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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
May 22, 1998
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 22, 1998 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 2 of the Board of Directors.
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 22, 1998
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 22, 1998 at 10:00 A.M. for the
following purposes:
1. To elect three (3) directors to Class 2 of the Board of Directors
to serve until 2001 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 May 4, 1998 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
22, 1998, 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 22, 1998. 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 2 of
the Board of Directors for a three year term expiring in 2001 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 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 2 of the Board of
Directors are to be elected for three-year terms expiring in 2001 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 vacancies 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 2
FOR A TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE DURING THE PAST FIVE YEARS
---- --- -------------- --------------------------
<S> <C> <C> <C>
Michael W. Paolercio (1) 47 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 54 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) 38 1995 Managing Director at Furman Selz, Inc., an
investment banking and securities brokerage
firm, since 1990.
</TABLE>
CONTINUING DIRECTORS
CLASS 3
TERM EXPIRES IN 1999
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
---- --- -------------- -----------------------
<S> <C> <C> <C>
Anthony Paolercio, Jr. 45 1977 Co-Chairman of the Board since 1986 and
President since October 1997. Executive
Vice President from 1986 to 1997. 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.
</TABLE>
2
<PAGE> 7
CLASS 1
TERM EXPIRES IN 2000
<TABLE>
<CAPTION>
HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
---- --- -------------- -----------------------
<S> <C> <C> <C>
Michael Anthony Paolercio 51 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) 47 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 a
director of American Speedy Printing
Centers, Inc. and Sulcus Hospitality
Technologies.
Donald R. Miller (2)(3) 69 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.
<FN>
- ----------
(1) Member of Nominating Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
</TABLE>
The following persons serve as executive officers of the Company in
addition to certain of the persons set forth above:
- - Michelle Light, age 40, has been Executive Vice President since October,
1997, and previously served as (a) Senior Vice President of Sales and
Marketing from March 1993 until October 1997 and (b) Senior Vice
President of Merchandising for the Company from 1991 until March 1993.
Prior to joining the Company, Ms. Light was employed by Jan Bell
Marketing, Inc. from 1984 until 1991 and
3
<PAGE> 8
served as Jan Bell's Senior Vice President of Merchandising from 1988
until 1991. Ms. Light is married to Michael W. Paolercio.
- - Mark Hanna, age 51, has been Senior Vice President of Sales and
Marketing since October 1997. Prior to joining the Company, Mr. Hanna
served as President of Dalow Industries from 1995 until October 1997 and
President of Leach & Garner International from 1990 until 1995.
- - Gregory Torski, age 43, has been Chief Information Officer and Senior
Vice President of the Company since April 1998 and previously served as
Vice President of Information Systems for the Company from 1995 until
April 1998, and Director of Information Systems from September 1994
until 1995. 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.
- - Frances Durden, age 42, has been Senior Vice President of the Company
since March 1995 and General Counsel and Secretary of the Company since
September 1994. Prior to joining the Company, Ms. Durden was an attorney
in private practice from 1986 until 1994.
The Board of Directors has an Audit Committee, which met one time during
the 1998 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 1998 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 1998 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 1998 fiscal year, the Board of Directors had eight 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 May 4, 1998, the Company had outstanding 7,284,793 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 4, 1998 will be entitled to vote at the meeting.
4
<PAGE> 9
The following table sets forth information as of May 4, 1998 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
NAME AND ADDRESS OF BENEFICIAL PERCENTAGE OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
------------------ -------------- ------------
<S> <C> <C>
Liberty Investment Management ........ 818,500 11%
2502 Rocky Point Drive
Tampa, Florida 33607
Brinson Partners, Inc ................ 764,839 10%
209 S. LaSalle Street
Chicago, Illinois 60604
Maxus Investment Group ............... 617,400 8%
28601 Chagrin Boulevard
Cleveland, Ohio 44122
Dimensional Fund Advisors, Inc ....... 463,500 6%
1299 Ocean Avenue
Santa Monica, California 90401
Michael W. Paolercio ................. 1,118,300(3) 15%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Anthony Paolercio, Jr ................ 1,211,000(4) 16%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michelle Light Paolercio ............. 34,000(5) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Allan Corn ........................... 29,000(6) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Michael Anthony Paolercio ............ 15,000(7) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENTAGE OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
---------------- --------------- ------------
<S> <C> <C>
Gregory Torski ....................... 27,000(8) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, NY 10550
Michael Wager, Esq ................... 13,828(9) *
c/o Benesch, Friedlander, Coplan &
Aronoff
2300 BP American Building
200 Public Square
Cleveland, Ohio 44114
David S. Harris ...................... 7,861(10) *
Furman Selz Incorporated
230 Park Avenue
New York, New York 10169
Donald R. Miller ..................... 7,795(11) *
68-10 108th Street
Forest Hills, New York 11375
All officers and directors as a group
(11 persons) 2,505,784(3)(4)(5)(6)(7)(8)(9)(10)(12) 34%
<FN>
* 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) 813,300 shares held by Michael W. Paolercio, individually,
(ii) 260,000 shares held by trusts for the benefit of Mr. Paolercio's minor
children, of which Mr. Paolercio disclaims beneficial ownership and (iii)
45,000 shares subject to currently exercisable stock options.
(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)
45,000 shares subject to currently exercisable stock options.
(5) Consists of 34,000 shares subject to currently exercisable stock options.
Ms. Light has also received an option under the Long Term Incentive Plan
for 30,000 shares which will vest annually over a three year period that
commences on October 14, 1998 in equal installments of 10,000 shares at an
exercise price of $3.00 per share.
</TABLE>
6
<PAGE> 11
(6) Consists of (i) 3,000 shares held by Mr. Corn, individually, and (ii)
26,000 shares subject to currently exercisable stock options.
(7) Consists of (i) 3,000 shares held by Mr. Paolercio, individually, and (ii)
12,000 shares subject to currently exercisable stock options.
(8) Consists of 27,000 shares subject to currently exercisable stock options
held by Mr. Torski.
(9) Consists of (i) 3,828 shares held by Mr. Wager, individually, and (ii)
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, 1999 at an exercise price of $3.00 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, 1999 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, 1999 in installments of 1,666
shares, 1,667 shares and 1,667 shares, respectively, at an exercise price
of $2.69 per share.
(10) Consists of (i) 2,828 shares held by Mr. Harris, individually and (ii)
5,033 shares subject to currently exercisable stock options. Mr. Harris has
also received the following options to purchase an additional 9,967 shares:
(A) a portion of an option under the Directors' Plan for 1,667 shares which
will vest on August 25, 1998 at an exercise price of $2.938 per share,
(B) a portion of an option under the Directors' Plan for 3,300 shares
which will vest over a two-year period that commences on August 26, 1998 in
installments of 1,650 shares at an exercise price of $3.06 per share and
(C) 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, 1998 in
installments of 1,700 shares, 1,650 shares and 1,650 shares at an exercise
price of $3.06 per share.
(11) Consists of (i) 2,828 shares held by Mr. Miller, individually and (ii)
4,967 shares subject to currently exercisable stock options. Mr. Miller has
also received the following options to purchase an additional 10,033
shares: (A) a portion of an option under the Directors' Plan for 1,700
shares which will vest on December 3, 1998, at an exercise price of $2.625
per share, (B) a portion of an option under the Director's Plan for 3,300
shares which will vest annually over a two-year period that commences
December 2, 1998 in installments of 1,667 shares at an exercise price of
$3.06 per share and (C) 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, 1998 in installments of 1,700 shares, 1,650 shares
and 1,650 shares at an exercise price of $2.69 per share.
(12) Includes 41,000 shares subject to currently exercisable options granted to
Frances Durden and 1,000 shares held by Ms. Durden, individually. Mark
Hanna received a stock option to purchase 60,000 shares that will vest in
equal annual installments of 20,000 shares commencing on October 23, 1998
at an exercise price of $2.875 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 2,000,000 shares of Common Stock for issuance
under the Long Term Incentive Plan, from its authorized but unissued shares. As
of May 4, 1998, eight executive officers and
7
<PAGE> 12
approximately 40 other key employees were eligible to participate in the Plan
and stock options for an aggregate of 545,500 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 4, 1998, 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.
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, each of the other four most highly compensated executive
officers of the Company and one former officer who resigned during fiscal 1998.
The periods covered are as follows: "FY 1998" is the period from February 2,
1997 through January 31, 1998; "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.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION(1) AWARDS
---------------------- ------
OPTIONS/ ALL OTHER
NAME AND SALARY BONUS SARS COMPENSATION
PRINCIPAL POSITION PERIODS ($) ($) (#) $
------------------ ------- --- --- --- -----------
<S> <C> <C> <C> <C> <C>
Michael W. Paolercio .......................... FY 1998 $260,000 -- -- --
Co-Chairman of the Board FY 1997 $260,000 -- -- --
and Chief Executive Officer FY 1996 $251,000 -- 45,000(2) --
Anthony Paolercio, Jr ......................... FY 1998 $260,000 -- -- --
Co-Chairman of the Board FY 1997 $260,000 -- -- --
and President FY 1996 $251,000 -- 45,000(2) --
Michelle Light FY 1998 $207,346 -- 30,000(3) --
Executive Vice President FY 1997 $200,000 -- -- --
FY 1996 $193,077 -- 24,000(3) --
Allan Corn .................................... FY 1998 $150,800 -- -- --
Chief Financial Officer FY 1997 $150,800 -- -- --
and Senior Vice President FY 1996 $145,570 -- 26,000(4) --
Fredric R. Wasserspring(5) .................... FY 1998 $147,115 -- 96,000(5) $ 86,885(5)
FY 1997 $225,000 -- -- --
FY 1996 $217,212 -- -- --
Gregory Torski ................................ FY 1998 $145,500 -- -- --
Chief Information Officer FY 1997 $133,000 -- -- --
and Senior Vice President FY 1996 $130,000 -- 12,000(6) --
</TABLE>
9
<PAGE> 14
- --------
(1) As permitted by the rules issued by the SEC, excludes certain prerequisites
since there are none in an amount exceeding the lesser of either $50,000 or
10% of the total of annual salary and bonus.
(2) 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.
(3) Ms. Light received (a) an option under the Long Term Incentive Plan to
purchase 30,000 shares which vest annually over a three-year period that
commences on October 14, 1998 in equal installments of 10,000 shares at an
exercise price of $3.00 per share and (b) 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.
(4) 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.
(5) Mr. Wasserspring resigned as Chief Operating Officer and President
effective October 13, 1997. As part of his severance arrangement, he
received severance in an amount equal to six months of his base
compensation rate, $9,000 for outplacement services and a non-qualified
stock option to purchase 96,000 shares at an exercise price of $3.00 per
share. All of his prior outstanding options were cancelled.
(6) Mr. Torski received an option under the Long Term Incentive Plan for 12,000
shares which vest annually over a three-year period that commenced June 26,
1996 in equal installments of 4,000 shares.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company does not have employment agreements with its executive officers.
Under the Company's severance policy, if an executive officer's employment is
terminated not for cause, the officer is entitled to one month's base
compensation (without bonus) for each year of service, up to a maximum of six
months.
On October 22, 1997, the Company entered into a Severance Agreement with Mark
Hanna, who joined the Company as Senior Vice President of Sales and Marketing.
Under the terms of the Severance Agreement, if Mr. Hanna's employment with the
Company is terminated not for cause prior to October 22, 2000, he will be
entitled to receive an amount equal to three month's base compensation.
10
<PAGE> 15
STOCK OPTION AND SAR GRANTS
The following table sets forth the information noted for all grants of
stock options and stock appreciation rights ("SARs") to each of the executive
officers named in the Summary Compensation Table during the 1998 fiscal year:
OPTION/SAR GRANTS IN 1998 FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
------------------------------- AT ASSUMED
% OF TOTAL ANNUAL
OPTIONS/ RATES OF STOCK
SARS PRICE
OPTIONS/ GRANTED TO APPRECIATION
SARS EMPLOYEES EXERCISE FOR OPTION TERM
GRANTED IN THE PRICE EXPIRATION ------------------
NAME # 1998 FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- --------- ---------------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Michael W. Paolercio ....... 0 -- $ -- -- $ -- $ --
Anthony Paolercio, Jr ...... 0 -- $ -- -- $ -- $ --
Michelle Light ............. 30,000(1) 12% $3.00 10/15/2003 $24,865 $54,946
Allan Corn ................. 0 -- $ -- -- $ -- $ --
Fredric R. Wasserspring .... 96,000(2) 39% $3.00 10/14/2001 $45,396 $95,328
Gregory Torski ............. 0 -- $ -- -- $ -- $ --
</TABLE>
1) Ms. Light received an option under the Long-Term Incentive Plan on
October 14, 1997 to purchase 30,000 shares which vest annually over a
three-year period commencing October 14, 1998 in equal installments of
10,000 shares, at an exercise price of $3.00 per share.
2) Mr. Wasserspring resigned from the Company effective October 13, 1997. As
part of Mr. Wasserspring's severance arrangement, he received a
non-qualified stock option to purchase 96,000 shares at an exercise price
of $3.00 per share. The shares are fully vested.
11
<PAGE> 16
STOCK OPTION AND SAR EXERCISES
The following table sets forth the information noted for all exercises
of stock options and SARs by each of the executive officers named in the Summary
Compensation Table during the 1998 fiscal year
Aggregated Option / SAR Exercises in 1998 Fiscal Year and Option/SAR Values at
End of 1998 Fiscal Year
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT END OF AT END OF
SHARES 1998 FISCAL YEAR(#) 1998 FISCAL YEAR(S)
ACQUIRED ON VALUE EXERCISABLE (E)(1)/ EXERCISABLE(E)(1)/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(U) UNEXERCISABLE(U)
---- ----------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Michael W. Paolercio -- -- 45,000(E)(2) $ 0(E)(3)
0(U) $ 0(U)
Anthony Paolercio -- -- 45,000(E)(2) $ 0(E)(3)
0(U) $ 0(U)
Michelle Light -- -- 34,000(E)(4) $ 0(E)(3)
30,000(U) $ 0(U)
Allan Corn 26,000(E)(5) $ 0(E)(3)
0(U) $ 0(U)
Fredric R. Wasserspring -- -- 96,000(E)(6) $ 0(E)(3)
0(U) $ 0(U)
Gregory Torski -- -- 27,000(E)(7) $ 0(E)(3)
0(U) $ 0(U)
<FN>
- ----------
(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 at an exercise price of
$3.23 per share under the Long Term Incentive Plan.
(3) Based on the closing stock price at January 30, 1998 of $2.125 per share.
(4) Consists of an option under the Long Term Incentive Plan for 10,000 shares
("Option 1"), an option under the Long Term Incentive Plan for 24,000
shares ("Option 2"), and an option under the Long Term Incentive Plan for
30,000 options ("Option 3"). All 10,000 shares of Option 1 are exercisable
at a price of $6.125 per share. On June 26, 1996 and 1997, respectively,
8,000 shares of Option 2 became exercisable, with the remaining 8,000
shares to become exercisable on June 26, 1998, at an exercise price of
$2.938 per share. The shares of Option 3 will become exercisable in equal
annual installments of 10,000 shares commencing on October 14, 1998 at an
exercise price of $3.00 per share.
</TABLE>
12
<PAGE> 17
(5) Consists of an option under the Long Term Incentive Plan for 21,000 shares
("Option 1") and an option under the Long Term Incentive Plan for 5,000
shares ("Option 2"). All shares of Option 1 are exercisable at an exercise
price of $2.938 per share. All shares of Option 2 are exercisable at an
exercise price of $2.875 per share.
(6) Mr. Wasserspring resigned from the Company as of October 13, 1997. As part
of his severance arrangement he received a non-qualified stock option to
purchase 96,000 shares at an exercise price of $3.00 per share. The shares
are fully vested. The option will expire on October 13, 2000.
(7) Consists of an option under the Long Term Incentive Plan for 15,000 shares
("Option 1") and an option under the Long Term Incentive Plan for 12,000
shares ("Option 2"). All 15,000 shares of Option 1 are exercisable at a
price of $5.125 per share. On June 26, 1996 and 1997, respectively, 8,000
share of Option 2 became exercisable, with the remaining 4,000 shares to
become exercisable on June 26, 1998, at an exercise price of $2.938 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 1998 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 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.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee determined the Chief Executive Officer's
Compensation for the 1998 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 1998 fiscal year, the Chief Executive Officer did not receive a raise
or a bonus, since the Company's performance did not support payment of a raise
or bonus. The Company did not grant any stock options to the Chief Executive
Officer during the 1998 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 1998
fiscal year, and stock options were awarded only to two executive officers. 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, 1993. The Peer Group Index consists
of a group of companies that both manufacture and distribute precious metal
jewelry as follows: Oro America, Inc., Town & Country Corp. and DG Jewelry. Town
& Country Corp. was dropped from the graph in 1997 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
COMPARE CUMULATIVE TOTAL RETURN
AMONG MICHAEL ANTHONY JEWELERS, INC.,
AMEX MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------------------
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
MICHAEL ANTHONY JEWELERS, INC. 100 102.00 60.00 47.00 50.00 35.00
PEER GROUP INDEX 100 107.43 61.94 36.53 35.24 28.36
AMEX MARKET INDEX 100 96.53 101.88 130.59 140.55 160.32
</TABLE>
ASSUMES $100 INVESTED ON JUNE 30, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JAN. 31, 1998
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 1998 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 (1) Michael Wager related to an
automatic award of 5,000 shares under the Non-Employee Directors' Plan on the
anniversary of his joining the Board; the filing was made on May 14, 1997, and
(2) Donald Miller related to an automatic award of 5,000 shares under the
Non-Employee Directors' Plan on the anniversary of his joining the Board, the
filing was made on March 25, 1998.
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 1998, the Company paid
rent of approximately $498,000, 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 $504,000 over the term
of the leases, plus real estate taxes and other occupancy costs.
On May 16, 1997, the Company acquired 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.
In the event the Company 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.
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 1998 fiscal year.
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 1998 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 1999 fiscal
year. During the 1998 fiscal year, Deloitte & Touche LLP performed audit and tax
services for the Company, which included an audit of the Company's consolidated
financial statements.
16
<PAGE> 21
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 1999
Annual Meeting of Stockholders of the Company must be received by the Company no
later than February 28, 1999 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 22, 1998
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
MICHAEL ANTHONY JEWELERS, INC.
PROXY/VOTING INSTRUCTIONS CARD
THIS IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON JUNE 22, 1998
The undersigned hereby appoints Michael W. Paolercio, Anthony
Paolercio, Jr. and Michael A. Paolercio, 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 4, 1998, 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 22, 1998, 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: Michael W. Paolercio Allan Corn David S. Harris
(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)
[ ] I PLAN TO ATTEND THE ANNUAL MEETING [ ] I HAVE NOTED
COMMENTS BELOW
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: ________________, 1998
-----------------------------
Signature
-----------------------------
Signature
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
