RICHTON INTERNATIONAL CORPORATION
----------
Notice of Annual Meeting of Stockholders
to be held April 29, 1998
----------
The Annual Meeting of Stockholders of Richton International Corporation
(the "Company") will be held at the American Stock Exchange, 86 Trinity Place,
New York, New York, on April 29, 1998 at 11:00 a.m. for the purpose of
considering and acting upon the following:
1. Election of two directors.
2. Confirmation of the appointment of Arthur Andersen & Co. L.L.P.
as independent auditors for the calendar year ending December
31, 1998.
3. Such other business as may legally come before the meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 18, 1998,
as the record date for determining the stockholders having the right to notice
of and to vote at the meeting. For a period of a least ten days prior to the
meeting, the Company will make available at its offices a complete list of the
stockholders entitled to vote at the meeting showing the address of each
stockholder and the number of shares registered in the name of each stockholder
as of the record date. You are cordially invited to attend.
By order of the Board of Directors
FRED R. SULLIVAN
Chairman of the Board
New York, New York
March 20, 1998
- --------------------------------------------------------------------------------
IMPORTANT
In order to ensure your representation at the meeting, you are urged to sign,
date and return the enclosed proxy in the enclosed envelope (on which no
postage is necessary if mailed in the United States).
We appreciate your giving this matter your prompt attention.
- --------------------------------------------------------------------------------
<PAGE>
RICHTON INTERNATIONAL CORPORATION
----------
PROXY STATEMENT
For Annual Meeting of Stockholders
to be held April 29, 1998
----------
Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Richton International Corporation ("Richton" or the
"Company") to be used at the Annual Meeting of Stockholders to be held at 11:00
a.m. on April 29, 1998, at the American Stock Exchange, 86 Trinity Place, New
York, New York or at any adjournments or postponements thereof (the "Meeting"),
for the purposes set forth in the Notice of Annual Meeting. The Company's
principal executive offices are located at 767 Fifth Avenue, New York, New York
10153. This Proxy Statement and the form of proxy will first be mailed to
stockholders on or about March 20, 1998.
THE VOTING AND VOTE REQUIRED
On the record date for the Meeting, March 18, 1998 (the "Record Date"),
there were outstanding 2,977,892 shares of common stock, par value $.10 per
share (the "Common Stock"), each of which is entitled to one vote. A majority of
the outstanding shares entitled to vote must be present at the Meeting in person
or by proxy to constitute a quorum.
Directors are elected by a plurality of the votes cast (i.e., the two
nominees with the highest number of votes will be elected). The affirmative vote
of a majority of the total shares represented in person or by proxy and entitled
to vote at the Meeting is required for the confirmation of the appointment of
the independent auditors. Abstentions and broker non-votes will be included for
purposes of determining the presence of a quorum.
In the election of directors, broker non-votes will be disregarded and
have no effect on the outcome of the vote. With respect to the confirmation of
the appointment of the independent auditors, abstentions will have the same
effect as a vote against the matter and broker non-votes will be disregarded and
will have no effect on the outcome of the vote.
All shares represented by valid proxies will be voted in accordance with
the instructions contained thereon. As to the election of the directors, the
proxy will be voted in favor of the nominees for director named herein unless a
direction is indicated to withhold authority to vote for either of the listed
nominees. As to the approval of the confirmation of the appointment of
independent auditors, the proxy will be voted in favor of such proposal unless a
direction is given to vote against or to abstain from voting thereon. Any
stockholder executing and returning a proxy has the power to revoke it at any
time before its exercise (i) by filing with the Secretary of the Company a
written instruction revoking it, (ii) by submitting a later dated proxy or (iii)
by attending the Meeting and voting in person.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors shall be divided
into three Classes as nearly equal as may be possible with terms of office
having staggered expiration dates. In accordance with the Company's By-laws, the
Board of Directors has fixed the number of directors of the Company at six. At
the Meeting, the stockholders will be asked to elect two directors to the Class
having a three-year term which expires at the 2001 Annual Meeting. The four
other directors, constituting the members of the two Classes whose terms of
office expire at the 1999 and 2000 Annual Meetings, will not be nominees for
election at the Meeting, and will continue in office until the expiration of
their respective terms.
Nominees for Election to Office for a term
expiring at the 2001 Annual Meeting
THOMAS J. HILB, 60, Chairman of the Board and Chief Executive Officer of Hilb &
Co., Inc., a holding company (1982 to date). Mr. Hilb was first elected as
a director in 1973 and presently serves on the Compensation Committee.
PETER A. WHITE, 53, Founder and President of International Skye, a consulting
and educational firm whose clients include businesses, individuals and
families of significant means. Mr. White practiced law, serving until 1986
as a partner in the firm of Fulbright & Jaworski. Mr. White was appointed
as a director in 1996 and presently serves on the Audit Committee.
Directors to continue in Office for a term
expiring at the 1999 Annual Meeting
FRED R. SULLIVAN, 83, Chairman of the Board and Chief Executive Officer of the
Company since May 1989. Formerly Chairman and President of Interim Systems
Corporation, a supplier of temporary personnel and health care services
(September 1987-December 1990). Prior to 1987, Mr. Sullivan was Chairman
of the Board and President of Kidde, Inc., a multi-market manufacturing
and service organization. Currently director of Sequa Corporation. Mr.
Sullivan served as a director of the Company from 1977 to 1980 and since
1981. Mr. Sullivan presently serves on the Executive Committee.
NORMANE. ALEXANDER, 84, Chairman of the Board and Chief Executive Officer of
Sequa Corporation, a company that manufactures, repairs and coats
components of gas turbine engines and produces military electro-optics and
machinery for the manufacture and printing of seamless aluminum beverage
cans. Mr. Alexander was first elected as a director in September, 1990 and
presently serves on the Executive Committee. He also currently serves as a
director of Chock Full O'Nuts Corporation.
Directors to continue in Office for a term
expiring at the 2000 Annual Meeting
STANLEY J. LEIFER, 68, Vice President, Marketing for Braunstein Co. Inc., a
manufacturer of jewelry, since November 1995. Mr. Leifer was Vice
President, Marketing for Paul H. Gesswein Co., a distributor of tools,
equipment and supplies for the manufacturing of jewelry, from March 1992
until October 1995. From March 1990 until March 1992, Mr. Leifer served as
Vice President, Marketing for CitiTraffic, a traffic information service.
Mr. Leifer was first elected a director in 1973 and presently serves on the
Audit Committee.
DONALDA. McMAHON, 67, private investor. Mr. McMahon was formerly the President
and Chief Executive Officer of Royal Crown Corporation, Inc. from 1975 to
1985 and the President of Baker Industries from 1970 to 1974. Mr. McMahon
currently serves as a director of Intelligent Systems Corp. and Norrell
Corporation. He was first elected as Director in 1997 and presently serves
on the Compensation Committee.
2
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings in calendar 1997. Each director
attended 100% of the aggregate number of meetings of the Board and committees on
which he served during 1997 except for one meeting in which four out of five
directors attended.
The Company has Audit, Executive and Compensation Committees. The Board
does not have a Nominating Committee. The Audit Committee met two times in 1997.
The Compensation Committee met once in 1997. The Executive Committee did not
meet in 1997.
The principal functions of the Audit Committee are to make recommendations
to the Board as to the engagement of independent auditors, to review the scope
of the audit and the auditors' fees, to discuss the results of the audit with
the independent auditors and determine what action, if any, is required with
respect to Richton's internal controls and to make a general review of
developments in financial reporting and accounting. In addition, the Audit
Committee reviews, considers and reports to the Board of Directors with respect
to any transactions which could involve actual or potential conflicts of
interest between the Company and any of its officers, directors, or affiliates.
The members of the Audit Committee, are Stanley J. Leifer and Peter A. White
neither of whom is a employee of the Company.
The Compensation Committee reviews and approves employment agreements
with, and annual salaries, bonuses, profit participation and other compensation
of, executives of the Company, and administers and grants benefits under the
Company's Long Term Incentive Plan. The members of the Compensation Committee
are Thomas J. Hilb and Donald A. McMahon.
Director Compensation
Each Director who was not compensated as an officer of the Company
received compensation in an amount of $16,000 for 1997, except Donald A. McMahon
who became a director in April, 1997 and received $12,000.
3
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table shows certain information with respect to beneficial
ownership of shares of the Common Stock as of March 18, 1998 by all persons
known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding shares:
Shares
Beneficially Percent
Name & Address of Beneficial Owner Owned of Class(1)
- ---------------------------------- ------------ -----------
Fred R. Sullivan ............................. 1,598,197(2) 46.5%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York
FRS Capital Company, LLC ..................... 1,239,274(3) 37.4%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York
The Franc M. Ricciardi Residuary Trust ....... 208,923(4) 7.0%
c/o Richton International Corporation
767 Fifth Avenue, New York, New York
The Hodas Family Limited Partnership ......... 151,000 5.1%
1887 Pine Ridge Lane
Bloomfield Hills, Michigan
Fred A. Sullivan ............................. 407,000(5) 13.7%
11625 Montana Avenue,
Los Angeles, California
- ----------
(1) In determining the percent of class, shares which could be acquired through
the exercise of stock options and warrants that are presently exercisable
or exercisable within 60 days are deemed outstanding for the purpose of
computing that person's, but only that person's, percentage.
(2) Includes 208,923 shares owned by the Franc M. Ricciardi Residuary Trust, of
which Mr. Fred R. Sullivan is the sole trustee and 120,000 shares which may
be acquired through the exercise of stock options all of which are
currently exercisable and shares held in FRS Capital Company, LLC. See Note
(3). Does not include 27,000 shares owned by Mr. Sullivan's wife, of which
Mr. Fred R. Sullivan disclaims beneficial ownership.
(3) These shares were transferred from Mr Fred R. Sullivan to this Company and
includes 336,250 shares which may be acquired through the exercise of
warrants which are currently exercisable. While Mr. Sullivan has sole
voting authority over the shares held by FRS Capital Company, LLC, his son,
Fred A. Sullivan , has an majority equity interest in FRS Capital Company,
LLC.
(4) Does not include 62,107 shares owned directly by Mrs. Rosemarie S.
Ricciardi, widow of Franc M. Ricciardi former Chairman of Richton.
(5) Does not include shares held by FRS Capital Company, LLC. See Note (3)
above.
4
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICER
The following table sets forth information regarding beneficial ownership
of the Common Stock, as of March 18, 1998, by the directors, the two most highly
compensated executive officers and by the directors and executive officers as a
group:
Shares Beneficially Percent of
Beneficial Owner Owned Class(1)
--------------- ------------------- ----------
Fred R. Sullivan ....................... 1,598,197(2) 46.5%
Norman E. Alexander .................... 5,000 *
Donald A. McMahon ...................... 3,000 *
Stanley J. Leifer ...................... 15,451 *
Thomas J. Hilb ......................... 51,137 1.7%
Peter A. White ......................... 5,000 *
Cornelius F. Griffin ................... 108,700(3) 3.6%
All Directors and Officers
as a group (8 persons) ............... 1,786,485(4) 50.9%
- ----------
* Less than one percent (1%).
(1) In determining the percent of class, shares which could be acquired through
the exercise of stock options and warrants that are presently exercisable
or exercisable within 60 days are deemed outstanding for the purpose of
computing that person's, but only that person's, percentage.
(2) Includes 208,923 shares owned by the Franc M. Ricciardi Residuary Trust, of
which Mr. Fred R. Sullivan is the sole trustee, 120,000 shares which may be
acquired through the exercise of stock options of which all are currently
exercisable and shares and warrants to acquire shares held in FRS Capital
Company, LLC. See Note (3) above under Principal Shareholders. Does not
include 27,000 shares held by Mr. Sullivan's wife, which Mr. Fred R.
Sullivan disclaims beneficial ownership.
(3) Includes 80,000 shares which may be acquired through the exercise of stock
options, all of which are currently exercisable.
(4) Includes (i) 208,923 shares owned by the Franc M. Ricciardi Residuary Trust
of which Fred R. Sullivan, Chairman of the Board and Chief Executive
Officer of the Company, is sole trustee, (ii) 200,000 shares which may be
acquired through the exercise of stock options all of which are currently
exercisable and (iii) 903,024 shares and 336,250 shares which may be
acquired through the exercise of warrants which are currently exercisable
held in FRS Capital Company, LLC. See Note (3) above under Principal
Shareholders.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND RELATED MATTERS
The following table sets forth the compensation information for the
Company's Chief Executive Officer and the only other executive officer of the
Company whose total compensation exceeds $100,000 (the "named executives") for
the three fiscal years ended December 31, 1997:
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
---------------------- ------------
Securities
Name and Underlying
Principal Position Year Salary Bonus Options
- ------------------ ---- ------ ------- ------------
Fred R. Sullivan ........... 1997 $250,000 $ 85,000 30,000
Chairman and 1996 100,000 150,000 5,000
Chief Executive Officer 1995 100,000(1) 10,000
Cornelius F. Griffin ....... 1997 $150,000 35,000
Vice President and 1996 142,000 25,000 --
Chief Financial Officer 1995 125,000
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(1) In 1995, Mr. Sullivan agreed to accept 18,745 shares of the Company's
common stock in lieu of $75,000 of the $100,000 of salary owed to him for
1995. The shares of the common stock were valued at an average price of
$2.98 per share for 1995, which approximated current market price at the
time of issuance.
Option Grants in Last Fiscal Year
The following table summarizes option grants during the fiscal year ended
December 31, 1997 to the named executives:
<TABLE>
<CAPTION>
Potential Realizable
Pecent of Value at
Total Options Exercise Assumed Rates of
Granted to or Base Stock Appreciation
Options Employees in Price Expiration for Option
Name Granted(#) Fiscal Year ($/Sh) Date Term (1)
5%($) 10%($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Sullivan ....... 30,000(2) 75 $5.36 Aug. 6, 2002 $44,426 $98,170
</TABLE>
- ----------
(1) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates, as set by the Securities and Exchange Commission's executive
compensation disclosure rules. Actual gains, if any, on stock option
exercises depend on future performance of the Company's common stock and
overall stock market conditions. No assurance can be made that the amounts
reflected in these columns will be achieved.
(2) These incentive stock options were granted pursuant to the Company's 1990
Long-Term Incentive Plan and become exercisable in full on a date six
months immediately following the date of grant. The options have a term of
five years.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised in
Share Acquired Value Realized Number of Unexercised the-Money Options
On Exercise(#) ($) Options at Year End (#) at Year End($)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred R. Sullivan -0- -0- 120,000/30,000 488,000/29,000
Cornelius F. Griffin -0- -0- 80,000/0 350,000/0
</TABLE>
- ----------
(1) Value is the difference between the market value of the Company's common
stock on December 31, 1997 and the exercise price. The market price on
December 31, 1997 was $6.31 per share.
6
<PAGE>
DEFINED BENEFIT OR ACTUARIAL PLANS
The Company maintained a Retirement Plan for Salaried Employees of Richton
International Corporation (the "Plan"), a non-contributory, defined retirement
benefit plan. Effective December 31, 1995 the Plan was terminated. On June 30,
1997 the remaining Plan assets were distributed to the remaining active
employees. Messrs. Sullivan and Griffin received $125,000 and $394,000,
respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served on the Compensation Committee during the last
completed calendar year: Thomas J. Hilb and Donald A. McMahon. No member of the
Compensation Committee had any relationship constituting an interlock or insider
participation under Item 402(j) of Regulation S-K.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The overall objectives of the Company's compensation program are to
attract and retain the best possible executive talent.
The primary element of the Company's compensation program consists of
fixed compensation in the form of base salary and discretionary cash bonus.
Another element of the Company's compensation program consists of variable
compensation in the form of stock option awards. The Compensation Committee's
policies with respect to each of these elements, including the bases for the
compensation awarded to Mr. Sullivan, the Company's chief executive officer, are
discussed below.
Base Salaries. Base salaries for executive officers are determined based
upon the Compensation Committee's evaluation of the responsibilities of the
position held, the experience of the individual, reference to historical levels
of salary paid by the Company, the cash flow needs of the Company and the
relative performance of the Company.
Cash Bonus. When appropriate in light of the prevailing business
conditions, the Compensation Committee approves a grant of a cash bonus to
certain executive officers. In determining whether to award such bonuses and the
amounts of any such bonuses, the Compensation Committee considers those factors
that it deems most relevant at the time, including the executive officer's
performance, subjectively determined, for the year.
Incentive Compensation Awards. The third component of executives'
compensation is stock options. Stock options reflect the Company's desire to
provide an equity incentive for the executive officers to have the Company
prosper over the long term. The exercise price of stock options is set at a
price equal to the market price of the Common Stock at the time of the grant. In
the case of Mr. Sullivan, the options granted to him are at a price equal to
110% of the market price of the Common Stock at the time of the grant. The
options therefore do not have any value to the executive unless the market price
of the Common Stock rises. The number of stock options in any year is based upon
the discretion of the Compensation Committee. In 1997, the Compensation
Committee granted options for 30,000 shares to Mr. Sullivan.
Chief Executive Officer Compensation. In setting Mr. Sullivan's
compensation, the Compensation Committee considered factors such as individual
performance (without reference to any specific performance-related targets) and
individual experience and expertise, subject, however, to the Compensation
Committee's intention to continue to provide Mr. Sullivan with a base salary
which the Compensation Committee considers to be low relative to what it
believes to be the compensation levels of chief executives of other comparable
companies (generally, privately held companies of similar size in the industry
and not the companies included in the peer group index) and subject to the cash
flow needs of the Company. No particular weight is given by the Compensation
Committee to any of the foregoing factors. In making these awards to Mr.
Sullivan in 1997, the Compensation Committee also took into account all the
factors described in "Base Salaries" above.
The Compensation Committee intends to limit executive compensation in
order to maximize cash flow and to ensure full deductibility of compensation in
light of the limitation on the deductibility of certain compensation in excess
of one million dollars under Section 162(m) of the Internal Revenue Code as
amended. Based on current levels of base salary, the Compensation Committee
recommended no adjustment with respect to compensation in light of these
limitations. The Compensation Committee considers it unlikely that the
limitations will apply to compensation of its executive officers in the near
future.
The Compensation Committee
of the Board of Directors
Thomas J. Hilb, Chairman
Donald A. McMahon
8
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates the return that would have been realized
(assuming reinvestment of dividends) by an investor who invested $100 on January
1, 1993 in each of (i) the Common Stock, (ii) the American Stock Exchange Market
Value Index and (iii) a market capitalization peer group of companies which are
traded on the American Stock Exchange.
[The following table was represented as a line graph in the printed material]
ASSUMES $100 INVESTED ON JAN. 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
<TABLE>
<CAPTION>
Fiscal Year Ending
----------------------------------------------------------------------
Company 1992 1993 1994 1995 1996 1997
- ---------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Richton International 100 130.77 219.23 207.69 276.92 388.46
Peer Group 100 111.47 69.22 59.75 68.35 97.81
AMEX Market 100 118.81 104.95 135.28 142.74 171.76
</TABLE>
- ----------
(1) Includes B&H Ocean Carriers Ltd., Calton Inc., Environmental Tectonics,
Goldfield Corp., Independent Bankshares, Kinark Corp., Morgan's Foods Inc.,
Pacific Gateway Properties, Randers Group Inc., Servotronics Inc., Team
Inc., and Thermwood CP. The Company does not believe it can reasonably
identify a peer group on an industry or line-of-business basis.
9
<PAGE>
RELATED TRANSACTIONS AND OTHER MATTERS
In October 1993, Fred R. Sullivan, Chairman of the Board of Directors and
Chief Executive Officer of the Company, loaned the Company $1,181,250 pursuant
to an unsecured promissory note which is subordinate to certain indebtedness.
The note bears interest at the rate of nine percent (9%) per annum, payable
quarterly, and provides for payment of principal in ten semi-annual installments
commencing in April 1996. In connection with such loan, Mr. Sullivan was issued
warrants to acquire 236,250 shares of the Company's Common Stock at an exercise
price of $1.375 per share. Mr. Sullivan, on July 1, 1994, agreed to receive
36,174 shares of Common Stock in lieu of interest owed to him through July 1,
1994. Subsequently, on September 30, 1994 and February 16, 1995, Mr. Sullivan
agreed to receive an aggregate of 21,261 shares of Common Stock at the then
current market price in lieu of interest owed to him for the six months ended
December 31, 1994. In addition, during 1995, Mr. Sullivan agreed to receive
21,794 shares of Common Stock at the then current market price in lieu of
interest owed to him by the Company for the nine month period ended September
30, 1995.
In March 1995, Mr. Sullivan loaned the Company $1.0 million pursuant to an
unsecured subordinated promissory note. The note bears interest at the rate of
ten percent (10%) per annum, payable quarterly, and provides for payment of
principal in ten semi-annual installments commencing October 1996. In connection
with such loan, Mr. Sullivan was issued warrants to acquire 100,000 shares of
the Company's common stock at an exercise price of $3.00 per share. During 1997,
the Company paid Mr. Sullivan $91,875 and $718,125, representing the interest
and principal respectively, due on the outstanding notes.
PROPOSAL 2
CONFIRMATION OF AUDITORS
The Board of Directors of Richton has appointed Arthur Andersen & Co.
L.L.P. ("Arthur Andersen") as the Company's independent auditors for the
calendar year ending December 31, 1998 and seeks confirmation by the
stockholders with respect to this appointment. If the appointment of Arthur
Andersen is not confirmed by stockholders, such appointment will be resubmitted
to the Board of Directors for further consideration.
Arthur Andersen has acted an independent auditors of Richton since fiscal
1970. During the fiscal year ended December 31, 1997, Arthur Andersen rendered
audit services to the Company consisting of the examination of the Company's
financial statements and consultation and assistance in connection with filing
the Company's Annual Report on Form 10-K with the Securities and Exchange
Commission.
One or more representatives of Arthur Andersen will be available at the
Meeting to respond to appropriate questions, and those representatives will also
have an opportunity to make a statement if they desire to do so.
The Board of Directors recommends
a vote FOR this proposal.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1998
ANNUAL MEETING OF STOCKHOLDERS
Under the proxy rules of the Securities and Exchange Commission,
stockholder proposals intended for inclusion in next year's proxy statement must
be received by the Company by November 20, 1998. These proposals should be sent
to the Secretary of the Company at 767 Fifth Avenue, New York, New York 10153.
10
<PAGE>
MISCELLANEOUS
Other Matters
Management knows of no matters other than the foregoing to be brought
before the Meeting, but if such other matters properly come before the Meeting,
or any adjournment or postponement thereof, the persons named in the
accompanying form of proxy will vote such proxy on such matters in accordance
with their best judgment.
Annual Report on Form 10-K
A copy of the Company's Annual Report, which includes a copy of Form 10-K
for the fiscal year ended December 31, 1997, accompanies this Proxy Statement.
The Company will provide copies of any exhibits to the Form 10-K to each
stockholder of record as of the Record Date, upon request of such person and
such person's payment of the Company's reasonable expenses of furnishing such
exhibit.
Solicitation of Proxies
The entire cost of the solicitation of proxies will be borne by the
Company. The Company has retained Georgeson & Company Inc. to solicit proxies in
the form enclosed and will pay such firm a fee of approximately $6,500. In
addition, proxies may be solicited by directors, officers and regular employees
of Richton, without extra compensation, by telephone, telegraph, facsimile
transmission, mail or personal interview. The Company will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable
expenses for sending proxies and proxy material to the beneficial owners of its
Common Stock.
EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE
ANNUAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
By Order of the Board of Directors
FRED R. SULLIVAN
Chairman of the Board
New York, New York
March 20, 1998
11
<PAGE>
PROXY
RICHTON INTERNATIONAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
For the Annual Meeting of Stockholders called for April 29, 1998
The undersigned hereby appoints FRED R. SULLIVAN and CORNELIUS F. GRIFFIN and
each of them as proxies with full power of substitution to represent the
undersigned at the Annual Meeting of Stockholders of RICHTON INTERNATIONAL
CORPORATION (the "Company"), to be held on April 29, 1998 at 11:00 a.m., at the
American Stock Exchange, 86 Trinity Place, New York, New York, or at any
adjournments or postponements thereof, and to vote in the name and on behalf of
the undersigned all shares which the undersigned would be entitled to vote as
fully and with the same effect as the undersigned might do if personally
present.
Election of two directors for a three-year term.
Nominees: Thomas J. Hilb
Peter A. White
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.
PLEASE SIGN AND DATE THIS CARD ON THE REVERSE SIDE
<PAGE>
|X| Please mark your
votes as in this
example
This proxy, when properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR the election of the
directors and FOR Item 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote
FOR the election of the directors and FOR Item 2 below.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of For, except vote withheld
Directors |_| |_| from the following nominee:
(See Reverse) __________________________
FOR AGAINST ABSTAIN
2. Ratification of
appointment of |_| |_| |_|
the independent
auditors
- --------------------------------------------------------------------------------
The proxies are hereby authorized to vote in their discretion upon such other
matters as may properly come before the meeting and any adjournments or
postponements thereof.
DATE _____________________________________, 1998
SIGNATURE(S) ___________________________________
________________________________________________
Note: Please sign exactly as your name appears hereon. Joint owners should each
sign. When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.
