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:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ARISTA INVESTORS CORP.
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(Name of Registrant as Specified in Its Charter)
ARISTA INVESTORS, CORP.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
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[X] 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 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:
$125
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(2) Form, schedule or registration statement no.:
Schedule 14A
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(3) Filing party:
Arista Investors Corp.
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(4) Date filed:
September 19, 1995
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<PAGE>
SUPPLEMENT
DATED SEPTEMBER 20, 1995
TO
PROXY STATEMENT
OF
ARISTA INVESTORS CORP.
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ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 12, 1995
INTRODUCTION
This Supplement to the Proxy Statement of Arista Investors Corp., a
Delaware corporation (the "Company"), dated September 18, 1995 (the "Proxy
Statement"), is being furnished to the stockholders of the Company in connection
with the solicitation by the Board of Directors of the Company of proxies for
use at the Annual Meeting of Stockholders (the "Meeting") of the Company to be
held at the Long Island Marriott Hotel and Conference Center, 101 James
Doolittle Boulevard, Uniondale, New York 11553-3637, at 10:00 a.m., local time,
on October 12, 1995, and at any adjournment or adjournments thereof. This
Supplement provides information relating to the purposes of the Meeting.
At the Meeting, stockholders entitled to notice and to vote will (i) elect
seven Directors, three by the Class A Common Stockholders and four by the Class
B Common Stockholders, to hold office for the ensuing year and until their
successors shall have been duly elected and qualified, and (ii) ratify the
appointment of Rosen Seymour Shapss Martin & Company as the independent public
accountants of the Company.
The Board of Directors has fixed the close of business on August 17, 1995
as the record date (the "Record Date") for the determination of those
stockholders of the Company entitled to notice of and to vote at the Meeting.
Only those holders of record on the books of the Company on the Record Date will
be entitled to vote at the Meeting. Each stockholder of the Company's Class A
common stock, par value $0.01 per share (the "Class A Common Shares" or "Class A
Common Stock"), will be entitled to cast, in person or by properly executed
proxy, one vote for each Class A Common Share so held for each of three nominees
to serve as "Class A" directors and on the ratification of the appointment of
the independent public accountants. The stockholder of the Company's Class B
common stock, par value $0.01 per share (the "Class B Common Shares" or "Class B
Common Stock"), will be entitled to cast one vote for each Class B Common Share
so held for each of four nominees to serve as "Class B" directors and on the
ratification of the appointment of the independent public accountants.
On the Record Date, there were outstanding 1,930,600 Class A Common Shares
and 47,400 Class B Common Shares. The presence, either in person or by properly
executed proxies, of the holders of a majority of the outstanding Class A Common
Shares entitled to vote and of the holders of a majority of the outstanding
Class B Common Shares entitled to vote are necessary to constitute a quorum at
the Meeting. In all matters other than the election of directors, an amendment
to the certificate of incorporation, or any merger, sale of assets or other
similar
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corporate matter, the affirmative vote of a majority of the Class A Common
Shares and the Class B Common Shares, voting as a single class, present in
person or represented by proxy at the Meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Abstentions will be
treated as votes against a proposal; and broker non-votes will be counted
towards a quorum, but will not be counted for purposes of determining whether a
matter has been approved by the stockholders. "Class A" directors and "Class B"
directors shall be elected by the plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors.
All Class A Common Shares represented at the Meeting by properly executed
proxies received by the Company, and not revoked prior to the taking of the vote
at the Meeting, will be voted at the Meeting in accordance with the instructions
on such proxies. If no instructions are indicated, such proxies will be voted
for the election to the Board of Directors of the Class A Common Stock nominees
named in the Proxy Statement and for the ratification of Rosen Seymour Shapss
Martin & Company as the independent public accountants of the Company. The
Class B Common Stock nominees will be elected by the vote of the holder of the
Class B Common Shares, all of which shares are owned by Bernard Kooper. No
proxies are being solicited for the Class B Common Shares. The Company does not
know of any matters, other than the election of Directors and the ratification
of the appointment of the independent public accountants, which will be
presented at the Meeting. However, if any other matters are properly presented
at the Meeting for action, the proxy holders will have the authority to vote on
such matters in their discretion.
Any proxy given pursuant to this solicitation may be revoked by the
stockholder who granted such proxy by giving notice thereof at any time before
the proxy is voted. Such revocation will not be effective until written notice
thereof is received by the Secretary of the Company. All notices of revocation
of proxies should be delivered to the Secretary either (i) at Arista Investors
Corp., 116 John Street, New York, New York 10038, prior to the Meeting, or (ii)
at the Meeting. Attendance by a stockholder at the Meeting will not, in itself,
constitute revocation of such stockholder's proxy.
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of the mails, proxies may be solicited by
the directors, officers, and employees of the Company by personal interview,
telephone, or telegram. Such directors, officers, and employees will not be
additionally compensated, but may be reimbursed for out-of-pocket expenses
incurred in connection with such solicitation. Arrangements will also be made
with brokerage houses and other custodians, nominees, and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons, and the Company will reimburse such custodians,
nominees, and fiduciaries for reasonable out-of-pocket expenses incurred in
connection therewith.
THIS SUPPLEMENT AMENDS AND SUPPLEMENTS THE INFORMATION CONTAINED IN THE
PROXY STATEMENT DATED SEPTEMBER 18, 1995.
By Order of the Board of Directors,
LOUIS H. SALTZMAN,
Secretary
New York, New York
September 20, 1995
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