<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
MICHAEL ANTHONY JEWELERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
MICHAEL ANTHONY
Michael Anthony Jewelers, Inc.
May 28, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Michael Anthony Jewelers, Inc. to be held at 10:00 A.M. on Monday, June 21,
1999 at the Michael Anthony'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 two directors
constituting Class 3 of the board of directors. You will also be asked to act
on one stockholder proposal to be presented.
Management will report on Michael Anthony's affairs and a discussion period
will be held for questions and comments.
The board of directors appreciates and encourages stockholder participation in
Michael Anthony'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 28, 1999
The annual meeting of the stockholders of Michael Anthony Jewelers,
Inc. will be held at Michael Anthony's headquarters located at 115 South
MacQuesten Parkway, Mount Vernon, New York on Monday, June 21, 1999, at 10:00
A.M. for the following purposes:
1. To elect two (2) directors to Class 3 of the board of
directors to serve until 2002 or until their successors are
duly elected and take office.
2. To act on one stockholder proposal to be presented.
3. To transact any other business which may properly come before
the meeting.
Stockholders of record at the close of business on May 3, 1999, 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.
Michael Wager
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
- --------------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the board of directors of Michael Anthony Jewelers, Inc.
for use at the annual meeting of stockholders to be held on Monday, June 21,
1999, at Michael Anthony's headquarters located at 115 South MacQuesten Parkway,
Mount Vernon, New York at 10:00 a.m., local time, and at any adjournment or
postponement of the meeting. This statement and the accompanying proxy, together
with our annual report to stockholders for the fiscal year ended January 30,
1999, are being mailed to stockholders on or about May 28, 1999. Proxies will be
solicited primarily by mail, but additional solicitation may be made by our
employees. All solicitation expenses, including the costs of preparing,
assembling and mailing the proxy materials, will be paid for by Michael Anthony.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, stockholders will act upon the matters outlined
in the accompanying notice of meeting, including the election of directors and a
stockholder proposal related to the composition of the board of directors. In
addition, management will report on our performance during fiscal 1999 and
respond to questions from stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record
date, May 3, 1999, are entitled to receive notice of the annual meeting and to
vote the shares of common stock that they held on that date at the meeting or
any postponement or adjournment of the meeting. Each outstanding share entitles
its holder to cast one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly appointed
proxies, may attend the meeting. Registration will begin at 9:00 a.m.
3
<PAGE> 5
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the common stock outstanding on May 3, 1999, will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
6,831,223 shares of common stock were outstanding. Proxies received but marked
as abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and
return it to American Stock Transfer, our transfer agent and registrar, it will
be voted as you instruct on the proxy card. If you attend the meeting, you may
deliver your completed proxy card in person or you may vote in person.
CAN I CHANGE MY VOTE OR REVOKE MY PROXY AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with the Secretary of
Michael Anthony either a notice of revocation or a duly executed proxy bearing a
later date. If you vote in person at the meeting, your proxy will be revoked.
However, attendance at the meeting will not by itself revoke a previously
granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendations of the board of directors. In summary, the board recommends a
vote:
- FOR election of the nominated slate of directors (see
pages 6-8); and
- AGAINST approval of the stockholder proposal related
to the composition of the board of directors (see
pages 10-12).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the board of directors,
or if no recommendation is given, using their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
- Election of Directors. The affirmative vote of a plurality of
the votes cast at the meeting is required for the election of
directors. A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors
4
<PAGE> 6
will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of
determining whether there is a quorum.
- Other Items. For each other item, including the stockholder
proposal, the affirmative vote of the holders of a majority of
the shares represented in person or by proxy at the meeting and
entitled to vote on the item will be required for approval. A
properly executed proxy marked "ABSTAIN" with respect to any
such matter will not be voted, although it will be counted for
purposes of determining whether there is a quorum. Accordingly,
an abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum.
5
<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS
At the annual meeting, two directors for Class 3 of the board of
directors is to be elected for three-year terms expiring in 2002 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 Michael Anthony. 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 Michael Anthony 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 Michael Anthony's Non-Employee Director's Plan for
5,000 shares of Michael Anthony's common stock on each anniversary date of their
election to the board and (c) an annual award of shares of Michael Anthony's
common stock worth $5,000 on the date of Michael Anthony'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:
NOMINEES FOR DIRECTORS
CLASS 3
FOR A TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Anthony Paolercio, 46 1977 Mr. Paolercio has been Co-Chairman of the Board since
Jr. 1986 and President since October 1997. He served as
Executive Vice President from 1986 to 1997. Mr. Paolercio
was Chief Operating Officer of Michael Anthony (or
its predecessor) from 1977 to 1993. Anthony Paolercio
is Michael W. Paolercio's brother and Michael A. Paolercio's
cousin.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Nathan R. Light 61 1998 Since October 1998, Mr. Light has been President of the
Jewelry Division of National Electronics Warranty
Company. From 1996 to 1998, he was the founder and
Chairman of LDC Group, Inc. the operator of the Only
Diamonds retail chain. From 1977 to 1995, Mr. Light was
Chairman and Chief Executive Officer of Sterling, Inc.,
one of the nation's largest jewelry retailers. Mr. Light
is Michelle Light's father and Michael W. Paolercio's
father-in-law.
</TABLE>
CONTINUING DIRECTORS
CLASS 1
TERM EXPIRES IN 2000
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Michael A. Paolercio 52 1986 Since February 1993, Mr. Paolercio has been Senior Vice
President and Treasurer of Michael Anthony. From 1991 to
1993, he was a financial consultant to Michael Anthony.
Prior to joining Michael Anthony, Mr. Paolercio was First
Senior Vice President of National Community Bank of New
Jersey from 1990 to 1991 and was 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)(4) 48 1988 Since 1989, Mr. Wager has been a partner in the law firm
of Benesch, Friedlander, Coplan & Aronoff LLP, counsel to
Michael Anthony. He has been Secretary of Michael Anthony
since November 1998 and was previously Secretary from
1991 to September 1994. In September 1994, Mr. Wager
became Assistant Secretary of Michael Anthony. Mr. Wager
is also a director of American Speedy Printing Centers,
Inc.
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Miller has been a director of Nash Finch Company since
1978.
</TABLE>
CLASS 2
TERM EXPIRES IN 2001
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE DURING THE PAST FIVE YEARS
-------------- --------------------------
<S> <C> <C> <C>
Michael W. Paolercio 48 1977 Mr. Paolercio has been Co-Chairman of the Board of
(1) Michael Anthony since 1986. He has been Chief Executive
Officer of Michael Anthony (or its predecessor) since
1977. He has also been President of Michael Anthony from
1977 to 1993. Michael W. Paolercio is Anthony Paolercio's
brother, Michael A. Paolercio's cousin and is married
to Michelle Light, an executive officer of Michael Anthony.
Mr. Paolercio is also Nathan Light's son-in-law.
Allan Corn 55 1989 Since 1990, Mr. Corn has been Senior Vice President of
Michael Anthony and, since 1988, he has been Chief
Financial Officer of Michael Anthony. From 1987 to 1988,
Mr. Corn was Vice President and Controller of Michael
Anthony.
David S. Harris 39 1995 Mr. Harris has been a Managing Director at Furman Selz,
(2)(3)(4) Inc., an investment banking and securities brokerage
firm, since 1990.
</TABLE>
- -----------------------
(1) Member of Nominating Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Special Real Estate Committee
The following persons serve as executive officers of Michael Anthony in
addition to certain of the persons set forth above:
8
<PAGE> 10
- - Michelle Light, age 41, 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 from 1991 until March 1993. Prior to
joining Michael Anthony, Ms. Light was employed by Jan Bell Marketing,
Inc. from 1984 until 1991 and served as Jan Bell's Senior Vice
President of Merchandising from 1988 until 1991. Ms. Light is married
to Michael W. Paolercio.
- - Mark C. Hanna, age 52, has been Senior Vice President of Sales and
Marketing since October 1997. Prior to joining Michael Anthony, 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 44, has been Chief Information Officer and Senior
Vice President of Michael Anthony since April 1998 and previously
served as Vice President of Information Systems for Michael Anthony
from 1995 until April 1998, and Director of Information Systems from
September 1994 until 1995. Prior to joining Michael Anthony, 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.
- - Robert B. Hochberg, age 57, has been Senior Vice President of Sales and
Merchandising since March 1999. Prior to joining Michael Anthony, Mr.
Hochberg served as Executive Director of Merchandising and Marketing of
Jacmel Jewelry from 1995 until March 1999, and an equity owner of
Skalet Manufacturing Inc. from 1973 until 1995 and served as Skalet's
National Sales Manager from 1969 until 1973.
The board of directors has an audit committee, which met once during
the 1999 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, Michael Anthony's internal accounting
staff and independent accountants. In addition, the audit committee approves the
professional services provided by the independent accountants of Michael Anthony
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
three times during the 1999 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 Michael Anthony's officers. The
compensation committee also administers Michael Anthony's 1993 Long Term
Incentive Plan.
The board of directors has a nominating committee, which met one time
during the 1999 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
9
<PAGE> 11
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.
The board of directors has a special real estate committee, which did
not meet during the 1999 fiscal year. The primary function of the real estate
committee is to evaluate potential real estate opportunities and advise
management of their findings.
During the 1999 fiscal year, the board of directors had seven 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.
- --------------------------------------------------------------------------------
PROPOSAL 2
STOCKHOLDER PROPOSAL AND MICHAEL ANTHONY RESPONSE
- --------------------------------------------------------------------------------
The following proposal was submitted by Private Capital Management,
Inc. for consideration by Michael Anthony's stockholders. Private Capital
Management, Inc. can be reached at 3003 Tamiami Trail North, Naples, Florida
34103. As of February 26, 1999, the date we received this proposal, Private
Capital Management, Inc. was the beneficial owner of 177,000 shares of common
stock (2.6 % of the issued and outstanding common stock).
RESOLUTION PROPOSED BY STOCKHOLDER
WHEREAS, the board of directors is meant to be an independent body
elected by stockholders and is charged by law with the duty, authority and
responsibility to formulate and direct corporate policies;
WHEREAS, most of the directors of Michael Anthony (or affiliated
entities) are officers of Michael Anthony or receive income from Michael Anthony
other than for their service as directors;
WHEREAS, Michael Anthony's stockholders believe that the lack of
independent directors, especially given the classified structure of the Board,
has resulted, and will continue to result, in corporate decision-making that is
not in the best interests of Michael Anthony's stockholders;
WHEREAS, evidence of such poor decision-making is presented by the
directors' rejection of the recent $6 per share cash offer for all of Michael
Anthony's common shares at an approximately 85% premium over Michael Anthony's
February 10, 1999 closing stock price, without meeting with the offeror or
taking more than one day to consider the offer;
10
<PAGE> 12
WHEREAS, further evidence of such poor decision-making is borne out by
Michael Anthony's stock price, which since 1993 has declined substantially and
lagged behind the AMEX Market Index;
NOW THEREFORE, BE IT RESOLVED, that Article III of Michael Anthony's
By-laws is hereby amended to add the following Section 14:
Section 14. INSIDE DIRECTOR LIMITATION. The Board of Directors of the
Corporation shall, at no time following the Annual Meeting of
Stockholders to be held in 2002, contain more than one inside director
and the Board of Directors, prior to such annual meeting, shall not
nominate any person as a director if such person would be an inside
director and the Board of Directors already has at least one inside
director. For purposes of this Section 14, "inside director" means a
director who is an officer or employee of the corporation, or who
otherwise derives, either directly or indirectly, income from the
corporation, other than compensation for his/her services as a
director. Notwithstanding any other provision of these bylaws, this
Section 14 may not be altered, amended or repealed, except by the
holders of a majority of the outstanding shares of the Company's stock.
SUPPORTING STATEMENT OF STOCKHOLDER
Independent outside directors, who receive no compensation from a
corporation other than for their service as directors, are, in our judgment, the
one's best able to promote stockholder value, because they do not have personal
or professional ties to Michael Anthony that may cloud their judgment or prevent
them from acting in the stockholders' best interests. We believe that Michael
Anthony's current problems are attributable, at least in part, to a lack of
focus on stockholder value by Michael Anthony's directors, a majority of whom
are officers of Michael Anthony or otherwise derive substantial income from
Michael Anthony.
To ensure that Michael Anthony's stockholders receive independent,
objective and vigilant oversight of management by the board, we request your
support for the above resolution to limit the number of inside directors.
STATEMENT IN OPPOSITION TO PROPOSAL
The members of the nominating committee of the board of directors
nominate those individuals which they, consistent with their fiduciary duties,
believe will be best able to serve Michael Anthony and act in the best interests
of stockholders. While it is true that fifty percent of the current board are
employees of Michael Anthony, we do not believe that this affects the ability of
these inside directors to act in the best interest of the stockholders. In fact,
since all of the directors are also stockholders and may receive other
compensation from Michael Anthony for their services as employees, these
individuals have additional incentive to promote the welfare of Michael Anthony
and its stockholders.
11
<PAGE> 13
Stockholders elect members of the board. If the stockholders feel that
a candidate to the board could not promote the interests of the stockholders due
to his or her position as an employee of Michael Anthony or because he or she
otherwise derives income from Michael Anthony, other than for services as a
director, we are confident that our stockholders will express their reservations
through the exercise of their vote or withholding their vote.
This proposal could limit the nominating committee's ability to
nominate a qualified candidate to the board, because that person was deemed to
be an "inside director" under this proposal. This would unnecessarily limit the
prospective choices of the nominating committee and stockholders.
The proposal is based on criteria that we feel has no correlation to
the ability of that person to act in the best interests of stockholders.
Additionally, this proposal eliminates the right of the stockholders to
ultimately determine if the candidate will act in the best interests of
stockholders. For these reasons, the board believes this proposal should not be
adopted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL
12
<PAGE> 14
BENEFICIAL OWNERSHIP OF COMMON STOCK
In general, "beneficial ownership" includes those shares a stockholder
has the power to vote or transfer and stock options that are exercisable within
60 days. Information with respect to Goldman Sachs Group LP, Dimensional Fund
Advisors Inc., and Maxus Investment Group is generally as of the date of the
most recent filing by the beneficial owner with the Securities and Exchange
Commission pursuant to Section 13(d) and 13(g) of the Securities Exchange Act of
1934, as amended, and is based solely on information contained in such filings.
On May 3, 1999, Michael Anthony had outstanding 6,831,223 shares of common
stock. Unless otherwise indicated, these stockholder's may be reached at Michael
Anthony's headquarters located at 115 South MacQuesten Parkway, Mount Vernon,
New York 10550. As used in the following table, an asterisk in the Percentage of
Outstanding Stock column means less than 1%.
<TABLE>
<CAPTION>
- --------------------------------------- ---------- -------------- -------------- --------------
Beneficial Owner Shares Options Total Percentage
Owned Exercisable Beneficial of
Within 60 Ownership Outstanding
Days Stock
- --------------------------------------- ---------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Goldman Sachs Group LP 590,800 0 590,800 8.65%
85 Broad Street
New York, New York
- --------------------------------------- ---------- -------------- -------------- --------------
Dimensional Fund Advisors Inc. 468,100 0 468,100 6.85%
1299 Ocean Avenue 11th Floor
Santa Monica, California 90401
- --------------------------------------- ---------- -------------- -------------- --------------
Maxus Investment Group 351,525 0 351,525 5.15%
28601 Chagrin Boulevard
Cleveland, Ohio 44122
- --------------------------------------- ---------- -------------- -------------- --------------
Michael W. Paolercio 921,500 45,000 1,226,500(1) 17.84%
- --------------------------------------- ---------- -------------- -------------- --------------
Anthony Paolercio, Jr. 890,800 45,000 1,393,800(2) 20.27%
- --------------------------------------- ---------- -------------- -------------- --------------
Michelle Light 0 44,200 44,200 *
- --------------------------------------- ---------- -------------- -------------- --------------
Allan Corn 3,000 26,000 29,000 *
- --------------------------------------- ---------- -------------- -------------- --------------
Michael A. Paolercio 3,000 12,000 15,000 *
- --------------------------------------- ---------- -------------- -------------- --------------
Gregory Torski 0 27,000 27,000 *
- --------------------------------------- ---------- -------------- -------------- --------------
Mark C. Hanna 0 20,400 20,400
- --------------------------------------- ---------- -------------- -------------- --------------
Michael Wager 5,606 15,000 20,606 *
Benesch, Friedlander, Coplan &
Aronoff LLP
2300 BP Tower
200 Public Square
Cleveland, Ohio 44114
- --------------------------------------- ---------- -------------- -------------- --------------
David S. Harris
Furman Selz Incorporated
230 Park Avenue 4,606 11,701 16,307 *
New York, New York 10169
- --------------------------------------- ---------- -------------- -------------- --------------
</TABLE>
- --------
1 Includes 260,000 shares held by trusts for the benefit of Mr. Paolercio's
minor children, of which Mr. Paolercio disclaims beneficial ownership.
2 Includes 458,000 shares held by trusts for the benefit of Mr. Paolercio's
children, of which Mr. Paolercio disclaims beneficial ownership.
13
<PAGE> 15
<TABLE>
<CAPTION>
- --------------------------------------- ---------- -------------- -------------- --------------
Beneficial Owner Shares Options Total Percentage
Owned Exercisable Beneficial of
Within 60 Ownership Outstanding
Days Stock
- --------------------------------------- ---------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Donald R. Miller 4,606 9,967 14,573 *
68-10 108th Street
Forest Hills, New York 11375
- --------------------------------------- ---------- -------------- -------------- --------------
Nathan R. Light *
3456 Bannockburn Drive 0 0 0
Ridgefield, Ohio 44286
- --------------------------------------- ---------- -------------- -------------- --------------
All officers and directors as a group 256,268 2,807,386 39.61%
(11 persons) 1,833,118
- --------------------------------------- ---------- -------------- -------------- --------------
</TABLE>
14
<PAGE> 16
STOCK OPTIONS AND WARRANTS
The 1993 Long Term Incentive Plan was adopted to encourage ownership of
Michael Anthony's common stock by officers and other key employees, to encourage
their continued employment with Michael Anthony and to provide the participants
with additional incentives to promote the success of Michael Anthony. 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.
Michael Anthony 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 3, 1999, eight executive officers and approximately 40 other
key employees were eligible to participate in the Long Term Incentive Plan, and
stock options for an aggregate of 877,500 shares were outstanding.
The 1993 Non-Employee Director's Stock Option Plan (the "Directors'
Plan") was adopted to encourage non-employee directors of Michael Anthony to
acquire or increase their ownership of Michael Anthony'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 Michael Anthony.
Michael Anthony 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 Michael Anthony 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 3, 1999, stock options to
purchase an aggregate of 70,000 shares were outstanding under the Directors'
Plan. The non-employee directors eligible to receive stock options under such
plan are Michael Wager, David Harris, Donald Miller and Nathan Light.
15
<PAGE> 17
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides summary information relating to
compensation earned by Michael Anthony's chief executive officer and each of the
other four most highly compensated executive officers of Michael Anthony. As
used in this table, "FY 1999" is the period from February 1, 1998 through
January 30, 1999; "FY 1998" is the period from February 2, 1997 through January
31, 1998; and "FY 1997" is the period from January 29, 1996 through February 1,
1997.
<TABLE>
<CAPTION>
------------------------------------------- -----------------
ANNUAL COMPENSATION(1) LONG-TERM
COMPENSATION
AWARDS
- ------------------------------------ ------------------------------------------- ----------------- -----------------
NAME AND PRINCIPAL POSITION PERIODS SALARY BONUS OPTIONS/ ALL OTHER
($) ($) SARS COMPENSATION
(#)
$
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Michael W. Paolercio. . . . . . FY 1999 $289,500 $40,000 __ __
Co-Chairman of the Board FY 1998 $260,000 _ __ __
and Chief Executive Officer FY 1997 $260,000 __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Anthony Paolercio, Jr. . . . . . FY 1999 $289,500 $40,000 __ __
Co-Chairman of the Board FY 1998 $260,000 __ __ __
and President FY 1997 $260,000 __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Michelle Light. . . . . . . . . . FY 1999 $229,327 $35,000 __ __
Executive Vice President FY 1998 $207,346 __ 30,000(2) __
FY 1997 $200,000 __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Mark C. Hanna. . . . . . . . . . . FY 1999 $229,460 $35,000 __ __
Senior Vice President, FY 1998 $ 63,173(3) __ 60,000(3) __
Sales and Marketing FY 1997 ---- __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Gregory Torski. . . . . . . . . . . FY 1999 $179,282 $37,500 __ __
Chief Information Officer FY 1998 $145,500 __ __ __
and Senior Vice President FY 1997 $133,000 __ __ __
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) As permitted by the rules issued by the SEC, excludes certain
perquisites 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) Ms. Light received an option under the Long-Term Incentive Plan to
purchase 30,000 shares which vest annually over a three-year period
that commenced on October 14, 1997 in installments of 10,200 shares,
9,900 shares and 9,900 shares at an exercise price of $3.00 per share.
(3) Mr. Hanna was hired on October 22, 1997 and received an option under
the Long-Term Incentive Plan to purchase 60,000 shares which vest
annually over a three period that commenced on October 23, 1997 in
installments of 20,400 shares, 19,800 shares and 19,800 shares at an
exercise price of $2.875 per share.
- --------------------------------------------------------------------------------
16
<PAGE> 18
EMPLOYMENT AND SEVERANCE AGREEMENTS
In early 1999, the compensation committee determined that Michael
Anthony should adopt a Change of Control Plan. The Plan will provide for
severance payments to Michael W. Paolercio, Anthony Paolercio, Michelle Light,
Mark Hanna, Greg Torski and other key employees. The severance payments to the
executive officers will be an amount equal to three times their most recent base
salary and bonus and a tax "gross up" payment. Other employees are entitled to
severance payments ranging from one to three times their most recent base salary
and bonus plus a tax "gross up" payment. The plan also provides for continuation
of medical and dental benefits for a period of one year and automatic vesting of
stock options if permissible under the stock option plan. These severance
benefits are triggered upon (1) a change of control which is not approved by the
board or (2) a change of control which is approved by the board and either (a)
the employee is terminated, actually or constructively, including any
substantial change in duties or scope of authority but not to include "for
cause" termination or (b) the employee resigns for "good reason", including
reduction in salary or benefits, change in title or scope of authority or
relocation beyond a 25 mile radius of Michael Anthony's Mount Vernon, New York
headquarters. The Plan covers a termination of employment or resignation for
"good reason" that occurs within 24 months after the change of control.
Individual agreements will be entered into by each of these executive officers
and other key employees.
Michael Anthony does not have employment agreements with its executive
officers.
Under Michael Anthony's severance policy, if an executive officer's
employment is terminated without 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, Michael Anthony entered into a Severance Agreement
with Mark Hanna, who joined Michael Anthony as Senior Vice President of Sales
and Marketing. Under the terms of the Severance Agreement, if Mr. Hanna's
employment with Michael Anthony is terminated without cause prior to October 22,
2000, he will be entitled to receive an amount equal to three month's base
compensation.
STOCK OPTION AND SAR GRANTS
The following table sets forth the information noted for all grants of
stock options to each of the executive officers named in the Summary
Compensation Table during the 1999 fiscal year. There were no grants of stock
appreciation rights during the 1999 fiscal year.
17
<PAGE> 19
<TABLE>
<CAPTION>
OPTION GRANTS IN 1999 FISCAL YEAR
---------------------------------------------------------------- --------------------
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
FOR OPTION TERM
- ------------------------------ ---------------------------------------------------------------- --------------------
% OF TOTAL OPTIONS EXERCISE
OPTIONS GRANTED TO PRICE EXPIRATION
NAME GRANTED # EMPLOYEES ($/SH) DATE 5% ($) 10%($)
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael W. Paolercio . . . 0 - $ - - $ - $ -
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
Anthony Paolercio, Jr. . . 0 - $ - - $ - $ -
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
Michelle Light . . . . . . . 0 - $ - - $ - $ -
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
Mark C. Hanna .. . . . . . . 0 - $ - - $ - $ -
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
Gregory Torski . . . . . . . 0 - $ - - $ - $ -
- ------------------------------ ------------- -------------------- ----------- ----------------- -------- -----------
</TABLE>
18
<PAGE> 20
STOCK OPTION EXERCISES
The following table sets forth the information noted for all exercises
of stock options by each of the executive officers named in the Summary
Compensation Table during the 1999 fiscal year. There were no exercises of stock
appreciation rights during the 1999 fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1999 FISCAL YEAR
AND OPTION VALUES AT END OF 1999 FISCAL YEAR
- --------------------------- ------------ ----------- ------------------------------- --------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the- Money Options at
Options at January 29, 1999 January 29, 1999 (1)
- --------------------------- ------------ ----------- ------------------------------- --------------------------------
Name Shares Value Exercisable Unexercisable Exercisable Unexercisable
Acquired Realized
on Exercise
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Michael W. Paolercio -0- $ -0- 45,000 -0- $151,875 $ -0-
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Anthony Paolercio -0- $ -0- 45,000 -0- $151,875 $ -0-
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Michelle Light -0- $ -0- 44,200 19,800 $149,175 $ 66,825
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Mark C. Hanna -0- $ -0- 20,400 39,600 $ 68,850 $133,650
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Gregory Torski -0- $ -0- 27,000 -0- $ 91,125 $ -0-
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the closing price of common stock on January 29, 1999, which was
$3.375 per share.
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Michael Wager, Esq., a director of Michael Anthony and chairman of the
compensation committee, is a partner in the firm of Benesch, Friedlander, Coplan
& Aronoff LLP, which provided Michael Anthony with legal services during the
1999 fiscal year.
Unless specifically incorporated by reference, the following sections
"Report of the Compensation Committee" and "Michael Anthony's Performance" will
not be deemed to be incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934. In addition,
these sections will 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 Michael Anthony
establishes the general compensation policies of Michael Anthony, establishes
the compensation levels for executive officers and administers Michael Anthony's
Long Term Incentive Plan. The compensation committee is composed of three
independent directors.
19
<PAGE> 21
EXECUTIVE OFFICER COMPENSATION
Individual executive officer compensation generally includes base
salary, annual incentive bonus and long-term incentive awards under Michael
Anthony's Long Term Incentive Plan. Salaries are determined annually, based on
factors that include:
- - job responsibilities - individual performance,
ability, and experience
- - salaries at comparably-sized companies - specific considerations that
may have particular importance
to Michael Anthony at the time
Annual cash bonuses are determined based on factors that include
Michael Anthony'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 Michael Anthony's values and
reward the individual officers for outstanding contributions to Michael
Anthony's performance.
Long term incentive awards under Michael Anthony's Long Term Incentive
Plan are an important component of Michael Anthony's compensation philosophy.
The committee believes that it is essential for Michael Anthony's executive
officers to own significant amounts of common stock in order to align the
long-term interests of such executives with those of Michael Anthony'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 17-19 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 Michael Anthony. 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 Michael Anthony's overall performance. These awards also aid in
retaining executive officers and will assist in Michael Anthony 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 1999 fiscal year based upon a number of facts and criteria, including
consideration of Michael Anthony'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 1999 fiscal year, the chief executive officer received a raise and a
bonus. Michael Anthony's performance supported payment of a raise and bonus.
Michael Anthony did not grant any stock options to the chief executive officer
during the 1999 fiscal year.
20
<PAGE> 22
DEDUCTIBILITY
It is the present intention of Michael Anthony to preserve the
deductibility under the Internal Revenue Code of compensation paid to its
executive officers.
CONCLUSION
Cash bonuses were awarded to executive officers for the 1999 fiscal year. In the
committee's opinion, Michael Anthony'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
MICHAEL ANTHONY'S PERFORMANCE
The following graph compares the cumulative total stockholder return on
Michael Anthony's common stock, the AMEX market index, and the peer group
indexes over a five-year period commencing July 1, 1994. The peer group index
consists of Oro America, Inc., Town & Country Corp. and DG Jewelry, all of which
manufacture and distribute precious metal jewelry. Town & Country Corp. was
dropped from the graph in 1997 since its stock was delisted by AMEX. Michael
Anthony believes the peer group index is comparable with Michael Anthony, since
the companies included in the peer group index are jewelry manufacturers and
distributors, both wholesale and retail, like Michael Anthony. 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.
[GRAPH]
<TABLE>
<CAPTION>
COMPANY/INDEX/MARKET 6/30/1994 1/30/1995 1/26/1996 1/31/1997 1/30/1998 1/29/1999
<S> <C> <C> <C> <C> <C> <C>
Michael A Jewelers 100.00 58.82 46.08 49.02 34.31 52.94
Customer Selected Stock List 100.00 63.53 40.00 44.71 44.12 108.31
AMEX Market Index 100.00 105.55 135.29 145.61 166.09 172.08
</TABLE>
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1- (800) 446-7922
FAX: 1- (804) 649-6826
21
<PAGE> 23
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires Michael Anthony's officers
and directors, and persons who own more than 10% of Michael Anthony'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
Michael Anthony with the Commission and the AMEX. Officers, directors and
greater than ten-percent stockholders are required by law to furnish Michael
Anthony with copies of all such forms they file.
To our knowledge, based on our review of the copies of such forms
received by us, or written representations from certain reporting persons that
no additional forms were required for those persons, we believe that during the
1999 fiscal year, all filing requirements applicable to its officers, directors,
and greater than ten-percent beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our manufacturing and distribution facilities are located in three
adjacent buildings in Mount Vernon, New York, having a total of approximately
74,000 square feet. We lease the buildings housing our manufacturing facilities
located at 60 and 70 South MacQuesten Parkway in Mount Vernon from Michael
Anthony Company, now known as MacQuesten Realty Company, a New York general
partnership, whose general partners are Michael Paolercio, Co-Chairman and Chief
Executive Officer of Michael Anthony, and Anthony Paolercio, Co-Chairman and
President of Michael Anthony. These leases were entered into in May 1991, and
May 1995. During fiscal 1999 we paid rent of approximately $504,000 for these
facilities, plus real estate taxes and other occupancy costs. We believe that
the terms of these lease arrangements are no less favorable than those that
could have been obtained from an unaffiliated party. If we did exercise our
option to acquire the properties located at 60 and 70 South MacQuesten Parkway,
Mt. Vernon, discussed in more detail below, we would have paid an average annual
rent of approximately $536,000 over the remaining term of the leases, plus real
estate taxes and other occupancy costs.
As part of our long-term strategic plan, on May 16, 1997, we acquired
the other building housing our manufacturing facilities, located at 50 South
MacQuesten Parkway, Mount Vernon (the "50 Building"), from MacQuesten Realty for
a purchase price of $1,150,000. This facility has approximately 22,000 square
feet.
The special real estate committee of the board of directors, comprised
of our independent, outside directors, obtained an appraisal of the 50 Building,
and after reviewing the appraisal and negotiation with MacQuesten Realty as to
the terms of purchase, recommended the acquisition to our 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) Michael
Anthony obtaining an exclusive,
22
<PAGE> 24
two-year option to acquire from MacQuesten Realty the remaining manufacturing
facilities housed in the buildings located at 60 and 70 South MacQuesten
Parkway, Mt. Vernon.
On April 9, 1999, Michael Anthony exercised its option to purchase the
remaining manufacturing facilities housed in the buildings located at 60 and 70
South MacQuesten Parkway, Mt. Vernon at an aggregate purchase price of
$2,450,000 and on terms and conditions substantially the same as those agreed to
for the purchase of the 50 building.
We also own the building housing our sales and administrative offices
located at 115 South MacQuesten Parkway, in Mount Vernon, New York, and an
adjacent parking area. The headquarters building has approximately 71,000
square feet.
Michael Wager, a director of Michael Anthony, is a partner in the
firm of Benesch, Friedlander, Coplan & Aronoff LLP, which provided Michael
Anthony with legal services during the 1999 fiscal year.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP has been the independent accountants for Michael
Anthony since April 1, 1989 and will serve in that capacity for the 2000 fiscal
year. During the 1999 fiscal year, Deloitte & Touche LLP performed audit and tax
services for Michael Anthony, which included an audit of Michael Anthony'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
2000 annual meeting of stockholders of Michael Anthony must be received by
Michael Anthony no later than January 28, 2000 for inclusion in the board of
directors' proxy statement and form of proxy relating to the meeting. If Michael
Anthony is not notified of a stockholder proposal before April 12, 2000, then
the proxies held by management of Michael Anthony for the 2000 annual meeting of
stockholders will provide discretionary authority to vote against such
stockholder proposal even though the proposal is not discussed in the proxy
statement.
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.
23
<PAGE> 25
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
Michael Wager
Secretary
Dated: May 28, 1999
A COPY OF MICHAEL ANTHONY'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.
24
<PAGE> 26
MICHAEL ANTHONY JEWELERS, INC.
PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON JUNE 21, 1999
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 of the shares of Common Stock of Michael
Anthony Jewelers, Inc. represented hereby and held of record by the undersigned
on May 3, 1999 at the Annual Meeting of Stockholders to be held at Michael
Anthony's headquarters, 115 South MacQuesten Parkway, Mount Vernon, New York, on
June 21, 1999, at 10:00 a.m. and at any postponements or adjournments thereof,
upon all other 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 AS PROPOSAL 1
OF THIS CARD, "AGAINST" THE STOCKHOLDER PROPOSAL RELATED TO THE COMPOSITION OF
THE BOARD OF DIRECTORS LISTED AS PROPOSAL 2 ON 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 side of this card.
(CONTINUED ON OTHER SIDE)
<PAGE> 27
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
MICHAEL ANTHONY JEWELERS, INC.
JUNE 21, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Please Detach and Mail in the Envelope Provided
A PLEASE MARK YOUR
/X/ VOTE AS IN THIS
EXAMPLE.
FOR all nominees WITHHOLD
listed at right authority for
(except as marked all nominees
to the contrary listed at
below) right
PROPOSAL 1 / / / / PROPOSAL 2 FOR AGAINST ABSTAIN
Election of NOMINEES: Anthony Paolercio, Jr. Stockholder Proposal / / / / / /
Directors Nathan R. Light related to the Composition
of Board of Directors
(INSTRUCTIONS: To withhold authority to vote for any I PLAN TO ATTEND THE ANNUAL MEETING / /
individual nominees, strike a line through that nominee's
name form the list at right.)
I HAVE NOTED COMMENTS BELOW / /
CHANGE OF ADDRESS / /
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
DATED
- ------------------------------------------------ ------------------------------------------------ ------------, 1999
SIGNATURE SIGNATURE
Note: Please sign the proxy card 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.
</TABLE>
