CROWN LABORATORIES, INC.
TO THE SHAREHOLDERS:
As the Company previously announced, the Annual Meeting was
adjourned on September 16 with regard to two proxy items due to
the shortness of the time for shareholders to return their proxy
cards. The adjourned Annual Meeting will resume on October 6,
1997, at the Rio Suite Hotel and Casino, 3700 West Flamingo, Las
Vegas, Nevada 89103, at 9:00 a.m. local time.
The two items were a proposal to approve amendments to the
Certificate of Incorporation which create a classified board of
directors (Proposal One) and a proposal to approve the Company's
1997 Incentive Plan (Proposal Four). As of today's date, the
Company has received sufficient votes for approval of the
Incentive Plan on October 6.
For your convenience, we have enclosed an additional proxy
card and return envelope. You are encouraged to vote if you have
not had the opportunity to do so. You are, in addition, free to
recast your previously cast votes on Proposals One and Four if
you so wish.
If you have any questions, please contact the Company at
(702) 696-9300 or write: Corporate Secretary, Crown Laboratories,
Inc., 6780 Caballo Street, Las Vegas, NV 89119.
/s/ Craig E. Nash
_________________________
Craig E. Nash
Chairman of the Board and
Chief Executive Officer
Las Vegas, Nevada
September 24, 1997
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CROWN LABORATORIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS ON SEPTEMBER 16, 1997
The undersigned hereby appoints Craig E. Nash and Scott O.
Nash, or either of them with full power of substitution to each
of them, as proxies to represent the undersigned at the Annual
Meeting of Shareholders of Crown Laboratories, Inc., to be held
at 10:00 am local time, September 16, 1997, at Monte Carlo Resort
& Casino, 3770 Las Vegas Blvd., South, Las Vegas, Nevada 89109,
and at any adjournment thereof and to vote all shares of stock
which the undersigned may be entitled to vote at such meeting in
the following manner:
1. To approve Proposal One to amend the Certificate of
Incorporation to adopt a classified Board of Directors.
FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
2. For all Nominees listed below except as set forth
to the contrary below.
Class I Directors: Dr. Linda Carrick and Lee A. Hooker
Class II Directors: Herbert G. Altman and Arthur M. Berkowitz
Class III Directors: Christopher C. Demetree, Craig E. Nash and
Scott O. Nash
[ ] For all Nominees
[ ] Withholding All Nominees
To withhold authority for any individual Nominee, write the
Nominee's name: _______________________________________
3. To approve Proposal Three to amend the Certificate of
Incorporation to eliminate the designations of Series A and
Series B Preferred Stock. FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
4. To approve Proposal Four to adopt the Crown Laboratories,
Inc. 1997 Incentive Plan.
FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
5. To vote with discretionary authority upon any other business
which may properly come before the meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED
FOR EACH OF THE ABOVE PROPOSALS.
The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Shareholders and Proxy Statement dated
August 22, 1997.
Date____________________, 1997.
__________________________________ _________________________________
Signature of Shareholder Signature of Shareholder
This proxy should be signed exactly as your name appears
hereon. Joint owners should both sign. If signed by executors,
administrators, trustees and other persons signing in
representative capacity, they should give full titles. Please
complete, date, and sign this proxy and return it in the enclosed
envelope.
