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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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DRUG EMPORIUM, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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DRUG EMPORIUM
155 Hidden Ravines Drive o Powell, Ohio 43065
Telephone: 614/548-7080
May 22, 1997
Dear Stockholder:
Enclosed is a substitute proxy card. The proxy card you received with the
Proxy Statement and Annual Report did not provide space for you to vote on Items
3 and 4.
If you have already completed and returned your proxy card and you approve
of the Proxy being voted AGAINST Items 3 and 4, you DO NOT need to complete this
card.
If you have not yet completed your proxy card or you wish to vote FOR Items
3 and 4, please use the enclosed replacement proxy card.
We are sorry for the inconvenience.
Sincerely,
/s/ JANE H. LAGUSCH
Jane H. Lagusch
Secretary
JHL/lb
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DRUG EMPORIUM, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 25, 1997
The undersigned hereby appoints Jane H. Lagusch and Timothy S.
McCord and each of them, with full power of substitution, as proxies
to represent the undersigned at the Annual Meeting of Stockholders of
Drug Emporium, Inc. (the "Company") and any adjournments thereof and
to vote all shares of common stock the undersigned would be entitled
to vote as indicated upon all matters referred to herein and in their
discretion upon any other matters which may properly come before the
meeting.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below
(except as marked to
the contrary below)
Macy T. Block Thomas D. Igoe David L. Kriegel
(INSTRUCTION: To withhold authority to vote for any individual nominee
write the nominee's name on the space provided below.)
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2. To approve and ratify the appointment of Ernst & Young as
independent auditors for the fiscal year ending February 28, 1998.
[ ] For [ ] Against [ ] Abstain
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR
PROPOSAL 2.
3. Stockholder Proposal requesting elimination of election of
directors by class.
[ ] For [ ] Against [ ] Abstain
4. Stockholder Proposal requesting the Board of Directors to engage
an investment banker to explore alternatives to enhance the value
of the Company.
[ ] For [ ] Against [ ] Abstain
THE BOARD OF DIRECTORS RECOMMENDS VOTES AGAINST ITEMS 3 AND 4.
(continued on reverse side)
5. To take action and vote in their discretion upon such other
matters as may properly come before the Annual Meeting or any
adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF
NO DIRECTION IS INDICATED, THE SHARES WILL BE VOTED "FOR" PROPOSALS 1,
2 AND 5 AND "AGAINST" 3 AND 4.
Dated: , 1997
Signed
Signed
If the shares are issued in
the names of two or more
persons, each person should
sign the Proxy. If the shares
are issued in the name of a
corporation or a partnership,
please sign in the corporate
name, by president or other
authorized officer, or in the
partnership name, by an
authorized person.
Please sign exactly as your
name appears and return this
Proxy promptly in the
accompanying postage-paid
envelope. When signing as an
Attorney, Executor,
Administrator, Trustee,
Guardian or in any other
representative capacity,
please give your full title
as such.
PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY
[ ] WITHHOLD AUTHORITY to vote
for all nominees listed
below.
