<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)
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
[MICHAEL ANTHONY JEWELERS LOGO]
May 26, 2000
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 26,
2000 at 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 three directors
constituting Class 1 of the board of directors.
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,
/s/ Michael Paolercio
Michael Paolercio
Co-Chairman of the Board and
Chief Executive Officer
<PAGE> 3
MICHAEL ANTHONY JEWELERS, INC.
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
Mount Vernon, New York
May 26, 2000
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 26, 2000, at 10:00
A.M. for the following purposes:
1. To elect three (3) directors to Class 1 of the board of
directors to serve until 2003 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 3, 2000, will be
entitled to notice of and to vote at the meeting.
Stockholders who are unable to attend the meeting in person are
requested to complete, date and return the enclosed form of proxy in the postage
paid envelope provided. No postage is required if mailed in the United States.
/s/ Michael Wager
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 26,
2000, 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 29,
2000, are being mailed to stockholders on or about May 26, 2000. 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. In
addition, management will report on our performance during fiscal 2000 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, 2000, 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, 2000, will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
6,357,643 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 6-9).
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 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.
4
<PAGE> 6
Other Items. For each other item, 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, three directors for Class 1 of the board of
directors are to be elected for three-year terms expiring in 2003 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. 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 (or committee meeting if held on a separate
day from a board meeting) in person or $1,000 per board meeting attended (or
committee meeting if held on a separate day from a board meeting) 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. In 1999,
the compensation committee determined that Michael Anthony should adopt a Change
of Control Plan for Non-Employee Directors. The plan provides for payment of the
sum of the Non-Employee Director's regular compensation at the rate in effect at
the time of the change of control. The payment is 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 the services of the Director are terminated within 12
months of the change of control.
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:
6
<PAGE> 8
NOMINEES FOR DIRECTORS
CLASS 1
FOR A TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Michael A. Paolercio 53 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 W. and Anthony
Paolercio's cousin.
Michael Wager 48 1988 Since April 2000, Mr. Wager has been President of
(1)(3)(4) NaviNet, Inc. a wholly owned subsidiary of Navidec, Inc.
(NMS: NVDC). In addition, 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.
Mr. Wager is also a director of American Speedy Printing
Centers, Inc. and Navidec, Inc.
Donald R. Miller 72 1995 Mr. Miller has been a management consultant in the
(2)(3)(4) retail and consumer service sectors since 1956. Since
1995, he has been Board Chair of Nash Finch Company, a
wholesale/retail distributor of food and related
products. Mr. Miller has been a director of Nash Finch
Company since 1978.
</TABLE>
7
<PAGE> 9
CONTINUING DIRECTORS
CLASS 2
TERM EXPIRES IN 2001
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Michael W. Paolercio (1) 49 1977 Mr. Paolercio has been Co-Chairman of the Board of
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 56 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 (2)(3)(4) 40 1995 Mr. Harris has been a Managing Director at ING Barings,
LLC, an investment banking and securities brokerage firm,
since 1990, which Firm has been engaged by Michael Anthony
to provide financial advisory and investment banking
services for the 2001 fiscal year.
</TABLE>
8
<PAGE> 10
CLASS 3
TERM EXPIRES IN 2002
<TABLE>
<CAPTION>
NAME AGE HAS SERVED AS PRINCIPAL OCCUPATION
- ---- --- DIRECTOR SINCE AND BUSINESS EXPERIENCE
-------------- -----------------------
<S> <C> <C> <C>
Anthony Paolercio, Jr. 47 1977 Mr. Paolercio has been Co-Chairman of the Board since
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.
Nathan R. Light 65 1998 Since May 1999, Mr. Light has been Chairman and Chief
(1) Executive Officer of National Electronics Warranty
Company. From October 1998 to May 1999, he was President
of National Electronics Warranty Company, Jewelry
Division. 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.
Barry Scheckner 50 1999 Mr. Scheckner has been an independent consultant to
(2)(3) retailers and manufacturers since June 1999. From
December 1988 to May 1999 he was Senior Vice President
and Chief Financial Officer of Finlay Fine Jewelry.
</TABLE>
- -----------------------
(1) Member of Nominating Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Special Real Estate Committee
9
<PAGE> 11
The following persons serve as executive officers of Michael Anthony in
addition to certain of the persons set forth above:
- - Michelle Light, age 42, 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 and is the daughter of Nathan Light.
- - Mark C. Hanna, age 53, 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 45, has been Executive Vice President of
Operations, Chief Technology Officer and Assistant to the President
since September 1999, and previously served as (a) Chief Information
Officer and Senior Vice President from April 1998 until September 1999,
(b) as Vice President of Information Systems from 1995 until April
1998, and (c) 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.
- - B. Robert Hochberg, age 58, 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 twice during
the 2000 fiscal year. Each of the directors on the audit committee was
independent during the fiscal 2000 year within the meaning of section 121(A) of
the American Stock Exchange Listing Standards. 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.
10
<PAGE> 12
The board of directors also has a compensation committee, which met
twice during the 2000 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 once
during the 2000 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.
The board of directors has a special real estate committee, which met
once during the 2000 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 2000 fiscal year, the board of directors had five meetings
and each director attended at least 75% of the aggregate number of meetings of
the board of directors and standing committees on which he served.
BENEFICIAL OWNERSHIP OF COMMON STOCK
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 Asset Management and
Dimensional Fund Advisors Inc. 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,
2000, Michael Anthony had outstanding 6,357,643 shares of common stock. Unless
otherwise indicated, these stockholders 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%.
11
<PAGE> 13
<TABLE>
<CAPTION>
- ------------------------------------------- ------------ -------------- -------------- ----------------
OPTIONS PERCENTAGE
EXERCISABLE TOTAL OF
BENEFICIAL OWNER SHARES WITHIN 60 BENEFICIAL OUTSTANDING
OWNED DAYS OWNERSHIP STOCK
- ------------------------------------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Goldman Sachs Asset Management 486,800 0 486,800 7.66%
1 New York Plaza
New York, New York
- ------------------------------------------- ------------ -------------- -------------- ----------------
Dimensional Fund Advisors Inc. 487,600 0 487,600 7.67%
1299 Ocean Avenue 11th Floor
Santa Monica, California 90401
- ------------------------------------------- ------------ -------------- -------------- ----------------
Michael W. Paolercio 1,000,000 60,300 1,325,300(1) 20.65%
- ------------------------------------------- ------------ -------------- -------------- ----------------
Anthony Paolercio, Jr. 939,900 60,300 1,458,200(2) 22.72%
- ------------------------------------------- ------------ -------------- -------------- ----------------
Michelle Light 0 44,100 44,100 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
Allan Corn 4,000 33,140 37,140 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
Michael A. Paolercio 3,000 13,080 16,080 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
Gregory Torski 0 15,060 15,060 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
Mark C. Hanna 0 40,200 40,200 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
B. Robert Hochberg 0 15,300 15,300 *
- ------------------------------------------- ------------ -------------- -------------- ----------------
Michael Wager
Benesch, Friedlander, Coplan & Aronoff LLP 6,961 14,999 21,960 *
2300 BP Tower
200 Public Square
Cleveland, Ohio 44114
- ------------------------------------------- ------------ -------------- -------------- ----------------
David S. Harris
ING Barings, LLC 5,961 15,001 20,962 *
55 E 52nd Street
New York, New York 10055
- ------------------------------------------- ------------ -------------- -------------- ----------------
Donald R. Miller 5,961 13,334 19,295 *
68-10 108th Street
Forest Hills, New York 11375
- ------------------------------------------- ------------ -------------- -------------- ----------------
Nathan R. Light
11529 Tralee Drive 1,355 0 1,355 *
Great Falls, Virginia 22066
- ------------------------------------------- ------------ -------------- -------------- ----------------
Barry S. Scheckner 0 0 0 *
40 East 19th Street
New York, New York 10003
- ------------------------------------------- ------------ -------------- -------------- ----------------
All officers and directors as a group (13 1,967,138 324,814 3,014,952 45.12%
persons)
- ------------------------------------------- ------------ -------------- -------------- ----------------
</TABLE>
- --------
1 Includes 265,000 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.
12
<PAGE> 14
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, 2000, 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 785,500 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, 2000, 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, Nathan Light and Barry
Scheckner.
13
<PAGE> 15
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 2000" is the period from January 31, 1999 to January 29,
2000, "FY 1999" is the period from February 1, 1998 through January 30, 1999;
and "FY 1998" is the period from February 2, 1997 through January 31, 1998.
<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 2000 $297,000 $60,000 45,000(2) __
Co-Chairman of the Board FY 1999 $289,500 $40,000 __ __
and Chief Executive Officer FY 1998 $260,000 __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Anthony Paolercio, Jr. . . . . . FY 2000 $297,000 $60,000 45,000(3) __
Co-Chairman of the Board FY 1999 $289,500 $40,000 __ __
and President FY 1998 $260,000 __ __ __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Michelle Light. . . . . . . . . . FY 2000 $232,615 $50,000 __ __
Executive Vice President FY 1999 $229,327 $35,000 __ __
FY 1998 $207,346 __ 30,000(4) __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Mark C. Hanna. . . . . . . . . . . FY 2000 $237,115 $50,000 __ 123,228(6)
Senior Vice President, FY 1999 $229,460 $35,000 __ __
Sales and Marketing FY 1998 $63,173(5) __ 60,000(5) __
- ------------------------------------ -------------- -------------- ------------- ----------------- -----------------
Gregory Torski. . . . . . . . . . . FY 2000 $183,785 $25,000 9,000(7) __
Executive Vice President FY 1999 $179,282 $31,250 __ __
FY 1998 $145,500 __ __ __
- --------------------------------------------------------------------------------------------------------------------
</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) Mr. Paolercio received an option under the Long-Term Incentive Plan to
purchase 45,000 shares which vest annually over a three-year period that
commenced on April 9, 1999 in installments of 15,300 shares, 14,840 shares
and 14,850 shares at an exercise price of $3.625 per share.
(3) Mr. Paolercio received an option under the Long-Term Incentive Plan to
purchase 45,000 shares which vest annually over a three-year period that
commenced on April 9, 1999 in installments of 15,300 shares, 14,840 shares
and 14,850 shares at an exercise price of $3.625 per share.
(4) 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.
(5) 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.
(6) Mr. Hanna received a personal loan from the Company. See Certain
Relationships and Related Transactions (see page 24).
(7) Mr. Torski received an option under the Long-Term Incentive Plan to
purchase 9,000 shares which vest annually over a three-year period that
commenced on April 9, 1999 in installments of 3,060 shares, 2,970 shares
and 2,970 shares at an exercise price of $3.625 per share.
14
<PAGE> 16
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 their most recent base salary and
bonus. Other employees are entitled to severance payments equal to their most
recent base salary and bonus. 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. The 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
12 months after the change of control. Individual agreements have been 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 2000 fiscal year. There were no grants of stock
appreciation rights during the 2000 fiscal year.
15
<PAGE> 17
OPTION GRANTS IN 2000 FISCAL YEAR
<TABLE>
<CAPTION>
-------------------------------------------------------------- ----------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS 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 . . . 45,000 15.6% $3.625 4/8/04 $45,068 $99,589
- ------------------------------ ------------- -------------------- ----------- --------------- ---------- -----------
Anthony Paolercio, Jr. . . 45,000 15.6% $3.625 4/8/04 $45,068 $99,589
- ------------------------------ ------------- -------------------- ----------- --------------- ---------- -----------
Gregory Torski . . . . . . . 9,000 3.1% $3.625 4/8/04 $9,014 $19,918
- ------------------------------ ------------- -------------------- ----------- --------------- ---------- -----------
</TABLE>
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 2000 fiscal year. There were no exercises of stock
appreciation rights during the 2000 fiscal year.
AGGREGATED OPTION EXERCISES IN 2000 FISCAL YEAR
AND OPTION VALUES AT END OF 2000 FISCAL YEAR
<TABLE>
<CAPTION>
- --------------------------- ------------ ----------- ------------------------------- --------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the- Money Options at
Options at January 29, 2000 January 29, 2000 (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 45,000 $ -0- $ -0-
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Anthony Paolercio -0- $ -0- 45,000 45,000 $ -0- $ -0-
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Michelle Light -0- $ -0- 44,100 9,900 $ -0- $ -0-
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Mark C. Hanna -0- $ -0- 40,200 19,800 $115,575 $56,925
- --------------------------- ------------ ----------- -------------- ---------------- -------------- -----------------
Gregory Torski -0- $ -0- 12,000 9,000 $ -0- $ -0-
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the closing price of common stock on January 29, 2000, which was
$2.8750 per share.
16
<PAGE> 18
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
2000 fiscal year.
David Harris, a director of Michael Anthony and a member of the
compensation committee, is the Managing Director of ING Barings LLC, an
investment banking and securities brokerage firm which has been engaged by
Michael Anthony to provide financial advisory and investment banking services
during the 2001 fiscal year.
Unless specifically incorporated by reference, the following sections
"Report of the Compensation Committee", "Report of the Audit 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.
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.
17
<PAGE> 19
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
page 16 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 2000 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 2000 fiscal year, the chief executive officer received an increase in
base compensation and a bonus. Michael Anthony's performance supported this
increased compensation. Michael Anthony did grant stock options to the chief
executive officer during the 2000 fiscal year.
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 2000 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
Barry S. Scheckner
18
<PAGE> 20
CHARTER OF AUDIT COMMITTEE
The board of directors has adopted a written charter for its audit committee.
The Charter reads as follows:
1. This Charter will be reviewed by the Board of Directors at the Annual
Meeting of the Board of Directors and published in the Company's Proxy
Statement every three years commencing with the Year 2000;
2. The Audit Committee will regularly review for the Board the activities
of the Company's internal auditors and its independent accountants;
3. The Audit Committee will regularly evaluate the Company's organization,
internal controls, policies, procedures and practices to determine
whether they are reasonably designed to assure the accuracy and
adequacy of the Company's records and financial statements;
4. The Audit Committee will regularly review the Company's financial
statements and reports as well as monitor compliance with the Company's
internal controls, policies, procedures and practices; and
5. The Audit Committee will annually consider the qualifications of the
independent accountants of the Company and make recommendations to the
Board as to their selection; review and approve audit fees and fees for
non-audit services rendered or to be rendered by the independent
accountants; review the audit plan and services rendered or to be
rendered by the independent accountants for each year and the results
of their audit for the previous year. Audit Committee reviews and
oversees implementation of suggestions under letter of recommendation.
REPORT OF AUDIT COMMITTEE
-------------------------
The Audit Committee is comprised of three independent directors who are
financially literate.
The Audit Committee has reviewed and discussed the audited financial statements
with Management.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by SAS 61 (Codification of Statements on Auditing
Standards).
The Audit Committee has received the written disclosures and the letter from the
independent accountants required by Independent Standards Board Standard No. 1
and has discussed with the independent accountant the independent accountant's
independence.
19
<PAGE> 21
The Audit Committee has recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
the last fiscal year for filing with the Securities and Exchange Commission.
Audit Committee
David Harris, Chairman
Donald Miller
Barry Scheckner
20
<PAGE> 22
MICHAEL ANTHONY'S STOCK 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, 1995. The peer group index
consists of Oro America, Inc., DG Jewellery of Canada, and LJ International
Inc., all of which manufacture and distribute precious metal jewelry. 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.
[PERFORMANCE GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRY INDEXES AND/OR BROAD MARKETS
<TABLE>
<CAPTION>
----------------------------FISCAL YEAR ENDING ---------------------------
COMPANY/INDEX/MARKET 1/30/1995 1/26/1996 1/31/1997 1/30/1998 1/29/1999 1/28/2000
- -------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael A. Jewelers 100.00 78.33 83.33 58.33 90.00 78.33
Customer Selected Stock List 100.00 62.96 70.37 69.44 170.34 111.23
AMEX Market Index 100.00 128.18 137.96 157.36 163.03 192.14
</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. A Form 3 Statement of
Beneficial Ownership of Securities was not filed on a timely basis with the
Securities and Exchange Commission by Nathan Light.
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
2000 fiscal year, all other 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 leased 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 W. 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 2000 we paid rent of approximately $349,000 for
these facilities, plus real estate taxes and other occupancy costs. We believe
that the terms of these lease arrangements were no less favorable than those
that could have been obtained from an unaffiliated party. If we did not 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. 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. On September
16, 1999, the acquisition was consummated. Michael Anthony incurred $929,000 of
long term debt, which has a four year term and accrues interest at an annual
rate of 7.5% and paid the balance with cash from its operations. At January 29,
2000, $836,000 of principle remained outstanding under the loan.
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.
22
<PAGE> 24
On December 22, 1999, Michael Anthony made a personal loan in the
amount of $123,228.00 to Mr. Mark Hanna, Senior Vice President, Sales &
Marketing. Principle and interest on such loan are due and payable on December
31, 2000. Interest accrues at the rate of 8% per annum until maturity date of
December 31, 2000.
David Harris, a director of Michael Anthony and a member of the
compensation committee, is the Managing Director of ING Barings LLC, an
investment banking and securities brokerage firm which has been engaged by
Michael Anthony to provide financial advisory and investment banking services
during the 2001 fiscal year.
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 2000 fiscal year.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
On September 21, 1999, Michael Anthony filed a Form 8-K to report a
change in certifying accountants with the firm of Deloitte & Touche, LLP being
replaced by BDO Seidman, LLP effective September 15, 1999.
On September 15, 1999, Deloitte & Touche, LLP was dismissed as Michael
Anthony's principal accountant. Deloitte & Touche reports on the financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
approved by both the audit committee and full board of directors of Michael
Anthony. During Michael Anthony's two most recent fiscal years and subsequent
interim periods, there were no disagreements with Deloitte & Touche, LLP on any
matter of accounting or practices, financial statement disclosures or auditing
scope or procedure.
A representative of BDO Seidman, 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.
23
<PAGE> 25
STOCKHOLDERS PROPOSALS
All stockholder proposals which are intended to be presented at the
2001 annual meeting of stockholders of Michael Anthony must be received by
Michael Anthony no later than January 28, 2001 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, 2001, then
the proxies held by management of Michael Anthony for the 2001 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.
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 26, 2000
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 26, 2000
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, 2000 at the Annual Meeting of Stockholders to be held at Michael
Anthony's headquarters, 115 South MacQuesten Parkway, Mount Vernon, New York, on
June 26, 2000, 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, 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.
(CONTINUATION 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 26, 2000
- Please Detach and Mail in the Envelope Provided -
A. [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
FOR all nominees WITHHOLD
listed at right (except authority for
as marked to the all nominees
contrary below) listed at right
<S> <C> <C> <C> <C>
PROPOSAL 1. Election of NOMINEES: Michael A. Paolercio
Directors [ ] [ ] Michael Wager
Donald R. Miller
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S I PLAN TO ATTEND THE ANNUAL MEETING [ ]
NAME FROM THE LIST AT RIGHT.)
I HAVE NOTED COMMENTS BELOW [ ]
Change of Address [ ]
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
</TABLE>
Dated: , 2000
- --------------------------- ------------------------- ------------
SIGNATURE SIGNATURE
Note: Please sign this 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.
