<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:
[ ] 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
Marks Brothers Jewelers, 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)(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
MARKS BROS. JEWELERS, INC.
155 North Wacker Drive
Suite 500
Chicago, Illinois 60606
May 5, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of Marks Bros. Jewelers, Inc., a Delaware corporation, to be held
at 10:00 a.m. (Chicago time) on Thursday, June 4, 1998 at The Standard Club,
320 South Plymouth Court, Chicago, Illinois 60604.
The formal notice of the meeting, Proxy Statement and 1997 Annual Report
are enclosed. The matters to be considered at the meeting are described in the
accompanying Proxy Statement. Regardless of your plans for attending in
person, it is important that your shares be represented at the meeting.
Therefore, please complete, sign, date and return the enclosed proxy card in
the enclosed, postage prepaid envelope. This will enable you to vote on the
business to be transacted whether or not you attend the meeting.
We hope that you can attend the 1998 Annual Meeting of Stockholders.
Sincerely,
Hugh M. Patinkin
Chairman, Chief Executive Officer
and President
<PAGE> 3
MARKS BROS. JEWELERS, INC.
155 North Wacker Drive
Suite 500
Chicago, Illinois 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1998
To the Stockholders of
MARKS BROS. JEWELERS, INC.
The 1998 Annual Meeting of Stockholders of Marks Bros. Jewelers, Inc., a
Delaware corporation (the "Company"), will be held at The Standard Club, 320
South Plymouth Court, Chicago, Illinois, 60604 on Thursday, June 4, 1998, at
10:00 a.m., Chicago time, for the following purposes:
1. to elect two Class II directors;
2. to transact such other business as may properly come before
the Annual Meeting of Stockholders or any adjournments thereof.
The Board of Directors has fixed the close of business on April 24, 1998
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting of Stockholders.
Your attention is directed to the accompanying Proxy Statement. Whether
or not you plan to attend the meeting in person, you are urged to complete,
sign, date and return the enclosed proxy card in the enclosed, postage prepaid
envelope. If you attend the meeting and wish to vote in person, you may
withdraw your proxy and vote your shares personally.
This Notice of Annual Meeting of Stockholders is first being sent to
stockholders on or about May 5, 1998.
By Order of the Board of Directors,
Hugh M. Patinkin
Chairman, Chief Executive Officer
and President
May 5, 1998
<PAGE> 4
MARKS BROS. JEWELERS, INC.
155 North Wacker Drive
Suite 500
Chicago, Illinois 60606
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1998
GENERAL INFORMATION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Marks Bros. Jewelers,
Inc., a Delaware corporation (the "Company"), for use at the 1998 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 a.m.
(Chicago time) on June 4, 1998, at The Standard Club, 320 South Plymouth Court,
Chicago, Illinois, 60604.
The Board of Directors has fixed the close of business on April 24, 1998
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. On April 24, 1998, the Company had
outstanding (i) 10,172,638 shares of Common Stock, par value $.001 per share
("Common Stock") and (ii) 101.298 shares of Class B Common Stock, par value
$1.00 per share ("Class B Common Stock"). A list of stockholders of record
entitled to vote at the Annual Meeting will be available for inspection by any
stockholder, for any purpose germane to the meeting, during normal business
hours, for a period of 10 days prior to the meeting, at the office of the
Company located at 155 North Wacker Drive, Suite 500, Chicago, Illinois.
Whether or not you plan to attend the Annual Meeting, please sign, date
and mail your proxy in the enclosed self addressed postage prepaid envelope.
The proxies will vote your shares according to your instructions. If you
return a properly signed and dated proxy card but do not mark a choice on one
or more items, your shares will be voted in accordance with the recommendation
of the Board of Directors as set forth in this Proxy Statement. The proxy card
gives authority to the proxies to vote your shares in their discretion on any
other matter properly presented at the Annual Meeting.
You may revoke your proxy at any time prior to voting at the Annual
Meeting by delivering written notice to the Secretary of the Company, by
submitting a subsequently dated proxy, or by attending the Annual Meeting and
voting in person at the Annual Meeting.
This Proxy Statement is first being sent or given to stockholders on or
about May 5, 1998.
<PAGE> 5
VOTING INFORMATION
Each holder of outstanding shares of Common Stock is entitled to one vote
for each share of Common Stock held in such holder's name with respect to all
matters on which holders of Common Stock are entitled to vote at the Annual
Meeting. Each holder of outstanding shares of Class B Common Stock is entitled
to 35.4208 votes for each share of Class B Common Stock held in such holder's
name with respect to all matters on which holders of Class B Common Stock are
entitled to vote at the Annual Meeting. Except as otherwise required by law,
the holders of shares of Common Stock and Class B Common Stock (collectively,
the "Holders") shall vote together and not as separate classes. A Holder may,
with respect to the election of the Class II directors, vote FOR the election
of the director nominees or WITHHOLD authority to vote for such director
nominees. All properly executed and unrevoked proxies received in the
accompanying form in time for the Annual Meeting will be voted in the manner
directed therein. If no direction is made on a proxy, such proxy will be voted
FOR the election of the named director nominees to serve as Class II directors.
The proxy card gives authority to the proxies to vote your shares in their
discretion on any other matter properly presented at the Annual Meeting. If a
proxy indicates that all or a portion of the votes represented by such proxy
are not being voted with respect to a particular matter, such non-votes will
not be considered present and entitled to vote on such matter, although such
votes may be considered present and entitled to vote on other matters and will
count for purposes of determining the presence of a quorum. A quorum will be
present if a majority of the shares of Common Stock and Class B Common Stock
combined are represented in person or by proxy at the Annual Meeting.
The election of the Class II directors requires the affirmative vote of a
plurality of votes cast by the Holders present in person or represented by
proxy and entitled to vote on such matter at the Annual Meeting. Accordingly,
if a quorum is present at the Annual Meeting, the persons receiving the
greatest number of votes by the Holders will be elected to serve as the Class
II directors. Since the election of directors requires only the affirmative
vote of a plurality of the votes cast by the Holders present in person or
represented by proxy and entitled to vote with respect to such matter,
withholding authority to vote for a nominee and non-votes with respect to the
election of directors will not affect the outcome of the election of directors.
2
<PAGE> 6
PROPOSAL 1
ELECTION OF DIRECTORS
The business of the Company is managed under the direction of the
Company's Board of Directors. The Board of Directors is presently composed of
six directors, divided into three classes. At the Annual Meeting, two Class II
directors will be elected to serve until the annual meeting in the year 2001,
or until their successors are elected and qualified. The nominees for election
as Class II directors are identified below. In the event the nominees who have
expressed an intention to serve if elected, fail to stand for election, the
persons named in the proxy presently intend to vote for a substitute nominee
designated by the Board of Directors.
NOMINEES
The following persons, if elected at the Annual Meeting, will serve as
Class II directors until the annual meeting in the year 2001, or until their
successors are elected and qualified.
CLASS II DIRECTORS- TERM SCHEDULED TO EXPIRE IN 2001
Mr. John R. Desjardins, age 47, joined the Company in 1979 and has served
as Executive Vice President, Finance & Administration, Treasurer and Secretary
and as a director of the Company since 1989. Previously, he worked as a
certified public accountant with Deloitte & Touche L.L.P.
Mr. Jack A. Smith, age 62, has served as a director of the Company since
July 1996. Mr. Smith is Chairman of the Board and Chief Executive Officer of
The Sports Authority, Inc., a national sporting goods chain, which he founded
in 1987. Prior to founding The Sports Authority, Mr. Smith served as Chief
Operating Officer of Herman's Sporting Goods and held various executive
management positions with major national retailers, including Sears & Roebuck,
Montgomery Ward and Jefferson Stores. Mr. Smith serves on the Board of
Directors of Darden Restaurants, Inc.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS VOTES "FOR" THE NOMINEES FOR
CLASS II DIRECTORS.
OTHER DIRECTORS
The following persons are currently directors of the Company whose terms
will continue after the Annual Meeting, and where indicated, persons chosen to
become directors of the Company.
CLASS I DIRECTORS - TERM SCHEDULED TO EXPIRE IN 2000
Mr. Hugh M. Patinkin, age 47, has served as President and Chief Executive
Officer of the Company since 1989 and was elected its Chairman in February
1996. He has served as a director from 1979 to 1988 and from 1989 to the
present. He joined the Company as its Assistant Secretary in 1979. Prior
thereto he practiced law with the firm of Sidley & Austin.
Mr. Norman J. Patinkin, age 71, has served as a director of the Company
since 1989. He is the Chief Executive Officer of the Hi-Tech Group Inc., which
operates telemarketing services, motorclubs, travel clubs and direct response
merchandise programs for large corporations.
3
<PAGE> 7
Mr. Daniel H. Levy, age 54, has served as a director of the Company since
January 7, 1997 (and had served as a director from March 1996 until May 1996).
Mr. Levy served as Chairman and Chief Executive Officer of Best Products Co.
Inc., a large discount retailer of jewelry and brand name hardline merchandise,
from April 1996 until January 1997, which Company filed a petition for
bankruptcy under Chapter 11 of the Bankruptcy Code in the Eastern District of
Virginia on September 24, 1996. Prior to such time, Mr. Levy was a Principal
for LBK Consulting from 1994 until 1996. Mr. Levy served as Chairman and Chief
Executive Officer of Conran's during 1993. Prior to such time, Mr. Levy was
Vice Chairman and Chief Operating Officer for Montgomery Ward & Co. from 1991
until 1993.
CLASS III DIRECTORS - TERM SCHEDULED TO EXPIRE IN 1999
Mr. Matthew M. Patinkin, age 40, joined the Company in 1979 and has served
as Executive Vice President, Store Operations and as a director of the Company
since 1989.
Mr. Richard K. Berkowitz, age 56, has been chosen by the Board of
Directors to become a director of the Company to fill a vacancy created by the
resignation of Rodney L. Goldstein. Mr. Berkowitz has been employed by Arthur
Andersen, L.L.P. since 1972, became a partner of the firm in 1977, and has
served as the head of its tax division in Miami, Florida, since 1991. Mr.
Berkowitz' appointment as a director of the Company shall become effective upon
the effective date of his retirement from Arthur Andersen, L.L.P., which is
expected to occur in August 1998.
Messrs. Hugh M. Patinkin and Matthew M. Patinkin are brothers. Mr. Norman
J. Patinkin is a first cousin, once removed, of Messrs. Hugh and Matthew
Patinkin.
MEETINGS AND COMMITTEES
The Board of Directors of the Company held five meetings during fiscal
1997. Each director attended at least 75% of the meetings of the Board of
Directors and the committees thereof during the time in which each was a
director or committee member in fiscal 1997.
The Board of Directors presently does not have a formal nominating
committee.
The Audit Committee recommends Coopers & Lybrand, L.L.P. to be appointed
as independent accountants to audit financial statements and to perform
services related to the audit, reviews the scope and results of the audit with
the independent accountants, reviews with management and the independent
accountants the Company's year-end operating results and considers the adequacy
of the internal accounting procedures. The Audit Committee held two meetings in
fiscal 1997. The Audit Committee currently consists of Messrs. Norman J.
Patinkin (Chairman) and Daniel H. Levy.
The Compensation Committee, which currently consists of Messrs. Jack A.
Smith (Chairman), Norman J. Patinkin and Daniel H. Levy, reviews and recommends
the compensation arrangements for all officers, approves such arrangements for
other senior level employees, and administers and takes such other action as
may be required in connection with certain compensation and incentive plans of
the Company (including the grant of stock options). The Compensation Committee
held one meeting in fiscal 1997. The Company's By-Laws require that the
Compensation Committee consists of non-employee directors.
4
<PAGE> 8
COMPENSATION OF DIRECTORS
Non-employee directors receive compensation of $6,250 per fiscal quarter
and $500 per meeting of a committee thereof. Directors who are officers or
employees of the Company receive no compensation for serving as directors. All
directors are reimbursed for out-of-pocket expenses incurred in connection with
attendance at meetings of the Board of Directors and meetings of committees of
the Board of Directors.
Under the Company's 1998 Non-Employee Director Stock Option Plan, each
non-employee director of the Company may elect to receive non-qualified stock
options in lieu of receiving the directors' fees described above. The per
share exercise price of all such options is or will be equal to the fair market
value of the Common Stock on the date of grant, and such options vest or will
vest at the end of the fiscal quarter in which they are granted.
Under the Company's 1996 Long-Term Incentive Plan (the "1996 Plan"), upon
the consummation of the Company's Initial Public Offering on May 7, 1996 (the
"Initial Public Offering"), each non-employee director who is currently a
director was granted a nonqualified option to purchase 10,000 shares of Common
Stock at the public offering price. In addition, on the date on which a person
is first elected or begins to serve as a non-employee director, each such
non-employee director will be granted a nonqualified option to purchase 10,000
shares of Common Stock under either the Company's 1996 Plan or the Company's
1997 Long-Term Incentive Plan (the "1997 Plan"). Finally, both of the
Company's long-term incentive plans provide that non-employee directors may be
granted nonqualified options to purchase shares of Common Stock at the
discretion of the Compensation Committee to advance the interests of the
Company by retaining well-qualified directors. The per share exercise price of
all such options is or will be equal to the fair market value of the Common
Stock on the date of grant and such options vest or will vest with respect to
one-third of the options on the first, second and third anniversaries of the
date of grant.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to the executive
officer of the Company who is not identified above under "Election of Directors
- - Nominees" and "-- Other Directors."
Mr. Lynn D. Eisenheim, age 46, joined the Company in 1991 as its Executive
Vice President, Merchandising. He has 24 years of experience in the jewelry
business having served with Zale Corporation (where he served as Executive Vice
President, Merchandising immediately prior to joining the Company) and Service
Merchandise Co.
5
<PAGE> 9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
Summary Compensation. The following Summary Compensation Table sets forth
certain information concerning compensation for services rendered in all
capacities awarded to, earned by or paid to the Company's Chief Executive
Officer and the other named executive officers during the years ended January
31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
---------------------------
YEAR ANNUAL COMPENSATION RESTRICTED SHARES
NAME AND PRINCIPAL ENDED ----------------------- STOCK UNDERLYING
POSITION JAN. 31 SALARY BONUS AWARDS(1) OPTIONS
------------------ ------- ------ ----- --------- -------
<S> <C> <C> <C> <C> <C>
Hugh M. Patinkin 1998 $294,462 $ 75,000 $ --- ---
Chairman, President and 1997 $255,000 $127,500 $ --- 312,835
Chief Executive Officer 1996 $255,000 $191,250 $223,570 228,337
John R. Desjardins 1998 $254,520 $ 64,350 $ --- ---
Executive Vice 1997 $234,000 $117,000 $ --- 169,766
President, Finance & 1996 $234,000 $175,500 $128,001 154,603
Administration,
Treasurer and Secretary
Matthew M. Patinkin 1998 $217,538 $ 55,000 $ --- ---
Executive Vice President, 1997 $200,000 $100,000 $ --- 169,766
Store Operations 1996 $200,000 $150,000 $102,401 124,634
Lynn D. Eisenheim 1998 $174,031 $ 44,000 $ --- ---
Executive Vice 1997 $160,000 $ 80,000 $ --- 32,173
President, Merchandising 1996 $160,000 $120,000 $ --- 69,040
</TABLE>
(1) Represents restricted stock awards (which are the only restricted shares
held by such executive officers) which became no longer subject to
forfeiture upon the consummation of the Initial Public Offering. The
value is calculated by multiplying an assumed fair market value at January
31, 1996, utilizing an independent appraisal at September 28, 1995 (the
date of award) by the number of restricted shares awarded. Dividends will
be payable on the shares if and to the extent paid on shares of Common
Stock generally.
General Information Regarding Options. No stock options were granted to
the executive officers named in the Summary Compensation Table in fiscal 1997.
The following table shows information regarding stock options held by the
executive officers named in the Summary Compensation Table.
6
<PAGE> 10
OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Options as of Option Value as of
January 31, 1998 January 31, 1998 (1)
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Hugh M. Patinkin 19,537 $281,040 78,209 234,626 $264,346 $793,035
John R. Desjardins 9,988 $144,576 42,442 127,324 $143,454 $430,355
Matthew M. Patinkin 15,734 $226,334 42,442 127,324 $143,454 $430,355
Lynn D. Eisenheim 16,543 $241,528 8,044 24,129 $ 27,189 $ 81,557
</TABLE>
(1) Represents the aggregate dollar value of in-the-money, unexercised
options held at the end of the year, based on the difference between the
exercise price and $17.38, the closing price for the Common Stock as of
January 30, 1998, the last trading day in fiscal 1997, as reported for
NASDAQ National Market Issues in The Wall Street Journal.
EMPLOYMENT AGREEMENTS
The Company has entered into severance agreements with each of Hugh M.
Patinkin, Chairman, Chief Executive Officer and President; John R. Desjardins,
Executive Vice President, Finance & Administration, Treasurer and Secretary;
Matthew M. Patinkin, Executive Vice President, Store Operations; and Lynn D.
Eisenheim, Executive Vice President, Merchandising, as described below.
Employment Agreements with Named Executive Officers. The agreements,
dated May 7, 1996, provide for certain payments after a "change of control." A
"change of control" is defined under the agreements to include (i) an
acquisition by a third party (excluding certain affiliates of the Company) of
beneficial ownership of at least 25% of the outstanding shares of Common Stock,
(ii) a change in a majority of the incumbent Board of Directors and (iii)
merger, consolidation or sale of substantially all of the Company's assets if
the Company's stockholders do not continue to own at least 60% of the equity of
the surviving or resulting entity. Pursuant to these agreements such employees
will receive certain payments and benefits if they terminate employment
voluntarily six months after a "change of control," or earlier if they
terminate for "good reason," as defined in such agreements (such as certain
changes in duties, titles, compensation, benefits or work locations) or if they
are terminated by the Company after a change of control, other than for
"cause," as so defined. The severance agreements also provide for certain
payments absent a change of control if they terminate employment for "good
reason" or if they are terminated by the Company, other than for "cause".
Their payment will equal 2.5 times (1.5 times if a change of control has not
occurred) their highest salary plus bonus over the five years preceding the
change of control, together with continuation of health and other insurance
benefits for 30 months (18 months if a change of control has not occurred).
The severance agreements also provide for payment of bonus for any partial year
worked at termination of employment equal to the higher of (x) the employee's
average bonus for the immediately preceding two years and (y) 50% of the
maximum bonus the employee could have earned in the year employment terminates,
pro rated for the portion of the year completed. To the extent any payments to
any of the four senior executives under these agreements would constitute an
"excess parachute payment" under Section 280G(b)(1) of the Code, such payments
will be "grossed up" for any excise tax payable under such section, so that the
amount retained after paying all federal income taxes due would be the same as
such person would have retained if such section had not been applicable.
7
<PAGE> 11
MANAGEMENT BONUS PLAN
The Chief Executive Officer and each of the other executive officers named
in the Summary Compensation Table above are eligible to participate in the
Company's Management Bonus Plan. Under this bonus program, each executive
officer is entitled to receive a bonus (not to exceed 100% of base salary)
based on net income of the Company before extraordinary items. Awards are
determined by the Compensation Committee. During fiscal 1997, bonuses were
based on specified levels of earnings per share of Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
All compensation decisions for the Chief Executive Officer and each of the
other executive officers named in the Summary Compensation Table are currently
made by the Compensation Committee of the Board of Directors. The Compensation
Committee consists of Messrs. Jack A. Smith (Chairman), Norman J. Patinkin and
Daniel H. Levy. Each member of the Compensation Committee is a non-employee
director who has not previously been an officer or employee of the Company.
EXECUTIVE OFFICER COMPENSATION REPORT BY THE COMPENSATION COMMITTEE
This report is submitted by the Compensation Committee of the Board of
Directors.
All compensation decisions for the Chief Executive Officer and each of the
other executive officers named in the Summary Compensation Table are currently
made by the Compensation Committee of the Board of Directors. The Compensation
Committee consists of Messrs. Jack A. Smith (Chairman), Norman J. Patinkin and
Daniel H. Levy. Each member of the Compensation Committee is a non-employee
director who has not previously been an officer or employee of the Company.
Executive compensation consists of both annual and long-term compensation.
Annual compensation consists of a base salary and bonus. Long-term
compensation is generally provided through the 1995 Executive Incentive Stock
Option Plan (the "1995 Executive ISO Plan"), the 1995 Incentive Stock Option
Plan (the "1995 ISO Plan"), the 1996 Plan and the 1997 Plan.
The Compensation Committee's approach to annual base salary is to offer
competitive salaries in comparison with market practices. The base salary of
each officer is set at a level considered to be appropriate in the judgment of
the Compensation Committee based on an assessment of the particular
responsibilities and performance of such officer taking into account the
performance of the Company, other comparable companies, the retail jewelry
industry, the economy in general and such other factors as the Compensation
Committee may deem relevant. The comparable companies considered by the
Compensation Committee may include companies included in the peer group index
discussed below and/or other companies in the sole discretion of the
Compensation Committee. No specific measures of Company performance or other
factors are considered determinative in the base salary decisions of the
Compensation Committee. Instead, substantial judgment is used and all of the
facts and circumstances are taken into consideration by the Compensation
Committee in its executive compensation decisions.
8
<PAGE> 12
The Compensation Committee made salary adjustments to the base salary of
the Chairman, Chief Executive Officer and President; Executive Vice President,
Finance & Administration, Treasurer and Secretary; Executive Vice President,
Store Operations; and Executive Vice President, Merchandising during fiscal
1997.
In addition to base salary, the Chief Executive Officer and each of the
other executive officers named in the Summary Compensation Table above are
eligible to participate in the Company's Management Bonus Plan. Under this
bonus program each executive officer is entitled to receive a bonus based on
net income of the Company before extraordinary items. During fiscal 1997,
bonuses were based on specified levels of earnings per share of Common Stock.
The Summary Compensation Table above reports fiscal 1997 bonuses approved by
the Compensation Committee for the Chief Executive Officer and the other named
executive officers.
The executive officers are eligible to participate in the 1996 Plan and
the 1997 Plan. Each of Hugh M. Patinkin, John R. Desjardins and Matthew M.
Patinkin are eligible to participate in the Company's 1995 Executive ISO Plan,
and Lynn D. Eisenheim is eligible to participate in the Company's 1995 ISO
Plan. Each of the 1995 Executive ISO Plan, the 1995 ISO Plan, the 1996 Plan
and the 1997 Plan is administered by the Compensation Committee. Subject to
certain restrictions, the Chief Executive Officer of the Company also has the
power to grant options under the 1995 ISO Plan, the 1996 Plan and the 1997
Plan. Subject to the terms of such plans, the Compensation Committee (and the
Chief Executive Officer with respect to non-executive officers) is authorized
to select eligible directors, officers and other key employees for
participation in the plans and to determine the number of shares of Common
Stock subject to the awards granted thereunder, the exercise price, if any, the
time and conditions of exercise, and all other terms and conditions of such
awards. The purposes of such plans are to align the interests of the Company's
stockholders and the recipients of grants under such plans by increasing the
proprietary interest of such recipients in the Company's growth and success and
to advance the interests of the Company by attracting and retaining officers
and other key employees. The terms and the size of the option grants to each
executive officer will vary from individual to individual in the discretion of
the Compensation Committee. No specific factors are considered determinative
in the grants of options to executive officers by the Compensation Committee.
Instead, all of the facts and circumstances are taken into consideration by the
Compensation Committee in its executive compensation decisions. Grants of
options are based on the judgment of the members of the Compensation Committee
considering the total mix of information.
Section 162(m) of the Code. Section 162(m) of the Code generally limits
to $1 million the amount that a publicly held corporation is allowed each year
to deduct for the compensation paid to each of the corporation's chief
executive officer and the corporation's four most highly compensated officers
other than the chief executive officer, subject to certain exceptions. One
such exception is "qualified performance-based" compensation. Compensation
attributable to a stock option or a stock appreciation right is "qualified
performance-based compensation" if all of the following conditions are
satisfied: (i) the grant or award is made by a compensation committee
consisting solely of two or more "outside directors;" (ii) the plan under which
the option or right is granted states the maximum number of shares with respect
to which options or rights may be granted during a specified period to any
individual; (iii) under the terms of the option or right, the amount of
compensation the employee could receive is based solely upon an increase in the
value of the stock after the date of grant or award; and (iv) the material
terms of the plan under which the option or right is granted are disclosed to
the publicly held corporation's stockholders and approved by them before any
compensation under the plan is paid. The
9
<PAGE> 13
Compensation Committee consists solely of "outside directors," as defined for
purposes of Section 162(m) of the Code. Prior to the Initial Public Offering,
the Company received stockholder approval of the 1996 Plan. In addition, the
Company received stockholder approval of the 1997 Plan at the 1997 Annual
Meeting of Stockholders. As a result, stock options and SARs granted under
such plans will qualify as performance-based compensation within the meaning of
Section 162(m) of the Code. Due to these and other reasons, the Company does
not believe that the $1 million deduction limitation should have any effect on
the Company in the near future. If the $1 million deduction limitation is
expected to have any effect on the Company in the future, the Company will
consider ways to maximize the deductibility of executive compensation, while
retaining the discretion the Company deems necessary to compensate executive
officers in a manner commensurate with performance and the competitive
environment for executive talent.
By the Compensation Committee of the Board of Directors: Jack A. Smith
(Chairman), Norman J. Patinkin and Daniel H. Levy.
PERFORMANCE GRAPH
The rules of the Securities and Exchange Commission ("SEC") require each
public company to include a performance graph comparing the cumulative total
stockholder return on such company's common stock for the five preceding fiscal
years, or such shorter period as the registrant's class of securities has been
registered with the SEC, with the cumulative total returns of a broad equity
market index and a peer group or similar index. The Common Stock began trading
on the NASDAQ Stock Market under the symbol "MBJI" on May 2, 1996.
Accordingly, the performance graph included in this Proxy Statement shows the
period from May 2, 1996 through January 31, 1998.
The following chart graphs the performance of the cumulative total return
to stockholders (stock price appreciation plus dividends) between May 2, 1996
and January 31, 1998 in comparison to The NASDAQ Composite Index and an index
(the "Jewelry Stores Peer Group Index") comprised of securities of retail
jewelry stores traded on The NASDAQ Stock Market, The New York Stock Exchange
and The American Stock Exchange.
10
<PAGE> 14
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG MARKS BROS. JEWELERS, INC.,
THE JEWELRY STORES PEER GROUP INDEX
AND THE NASDAQ COMPOSITE INDEX
COMPARISON OF CUMULATIVE TOTAL RETURN
140.0 -
120.0 -
100.0 -
[PERFORMANCE GRAPH]
80.0 -
60.0 -
40.0 -
20.0 -
-
5/2/96 7/31/96 10/31/96 1/31/97 4/30/97 7/31/97 10/31/97 1/30/98
<TABLE>
<CAPTION>
Marks Bros. The Jewelry Stores The NASDAQ
Jewelers, Inc. Peer Group Index Composite Index
<S> <C> <C> <C>
5/2/96 $100 $100 $100
7/31/96 $ 98 $ 95 $ 92
10/31/96 $111 $103 $104
1/31/97 $ 51 $ 93 $117
4/30/97 $ 53 $101 $107
7/31/97 $ 61 $113 $135
10/31/97 $ 77 $114 $135
1/30/98 $ 83 $113 $137
</TABLE>
Assumes $100 invested on May 2, 1996 in Marks Bros. Jewelers, Inc. Common Stock,
The Jewelry Stores Peer Group Index and The NASDAQ Composite Index. Cumulative
total return assumes reinvestment of dividends.
11
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 24, 1998, by (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each of the executive officers named in the Summary Compensation Table and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount of
Beneficial Percent
Name of Beneficial Owner (1) Ownership of Class (2)
---------- ------------
<S> <C> <C>
Wasatch Advisors, Inc. (3)
68 South Main
Salt Lake City, UT 84101 1,317,092 13.0%
The TCW Group, Inc. and its affiliates(4)
865 South Figueroa Street
Los Angeles, CA 90017 1,182,200 11.6%
SAFECO Corporation and its affiliate (5)
SAFECO Plaza
Seattle, WA 98185 584,600 5.8%
The Capital Group Companies, Inc. and its affiliates (6) 510,000 5.0%
333 South Hope Street
Los Angeles, CA 90071
Hugh M. Patinkin* (7) 859,004 8.3%
Matthew M. Patinkin * (8) 502,731 4.9%
John R. Desjardins * (9) 333,231 3.2%
Lynn D. Eisenheim * (10) 65,863 **
Norman J. Patinkin + (11) 17,738 **
Jack A. Smith + (12) 8,405 **
Daniel H. Levy + (13) 5,334 **
All executive officers and directors as a group (7 persons) 1,755,855 16.7%
</TABLE>
* The mailing address of each of these individuals is c/o the Company, 155
North Wacker Drive, Suite 500, Chicago, Illinois, 60606.
+ The mailing address for Mr. N. Patinkin is c/o Winfield Marketing, 6001
North Clark Street, Chicago, Illinois, 60660. The mailing address for Mr.
Smith is c/o The Sports Authority, 3383 North State Road 7, Ft. Lauderdale,
Florida, 33319. The mailing address for Mr. Levy is 3332 Sabal Cove Lane,
Long Boat Key, Florida, 34228.
** Less than 1%.
(1) Except as set forth in the footnotes to this table, the persons named in
the table above have sole voting and investment power with respect to all
shares shown as beneficially owned by them.
12
<PAGE> 16
(2) Applicable percentage of ownership is based on 10,172,638 shares of Common
Stock outstanding on April 24, 1998. Where indicated in the footnotes to
this table, also includes Common Stock issuable pursuant to stock options
exercisable within 60 days of the filing of this Proxy Statement.
(3) Based solely on information contained on a Schedule 13G, dated February
10, 1998, filed with the SEC.
(4) Based solely on information contained on a Schedule 13G, dated February
12, 1998, filed with the SEC. Trust Company of the West, TCW Asset
Management Company and TCW Funds Management, Inc., affiliates of The TCW
Group, Inc., have sole voting and investment power with respect to an
aggregate of 1,182,200 shares of Common Stock of the Company. The TCW
Group, Inc. and its affiliates disclaim beneficial ownership of these
shares.
(5) Based solely on information contained on a Schedule 13G, dated February
10, 1998, filed with the SEC. SAFECO Corporation and its affiliate,
SAFECO Asset Management Company, have shared voting and investment power
with respect to an aggregate of 584,600 shares of Common Stock of the
Company. SAFECO Corporation and SAFECO Asset Management Company disclaim
beneficial ownership of these shares.
(6) Based solely on information contained on a Schedule 13G, dated February
10, 1998, filed with the SEC. Capital Research and Management Company and
SMALLCAP World Fund, Inc., affiliates of The Capital Group Companies,
Inc., have sole voting and investment power with respect to an aggregate
of 510,000 shares of Common Stock of the Company. The Capital Group
Companies, Inc. and its affiliates disclaim beneficial ownership of these
shares.
(7) Includes 156,418 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement. Includes 253,360
shares beneficially owned by Hugh M. Patinkin, which shares are held by
MJSB Investment Partners, L.P., a Delaware limited partnership, U/A/D
10/28/97, of which Hugh M. Patinkin is the sole managing agent of the
partnership. Includes 36,451 shares held by Hugh M. Patinkin, Mark A.
Patinkin, Matthew M. Patinkin, Douglas M. Patinkin and Nicholas Patinkin
as Trustees of the Patinkin 1994 Grandchildren's Trust U/A/D 11/18/94,
with respect to which shares Hugh M. Patinkin, Mark A. Patinkin, Matthew
M. Patinkin, Douglas M. Patinkin and Nicholas Patinkin share voting and
investment power.
(8) Includes 84,883 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement. Includes 123,472
shares beneficially owned by Matthew M. Patinkin, which shares are held by
Robin J. Patinkin and Debra Soffer, as Trustees of the Matthew M. Patinkin
1994 Family Trust U/A/D 12/19/94. Robin J. Patinkin and Debra Soffer have
shared investment power with respect to such shares. Includes 16,646
shares held by Matthew M. Patinkin and Robin J. Patinkin, as Trustees of
various trusts for the benefit of their children. Includes 8,854 shares
held by Robin J. Patinkin, as Trustee of various trusts for the benefit of
the children of Matthew M. Patinkin and Robin J. Patinkin, with respect to
which shares Matthew M. Patinkin disclaims beneficial ownership because
Robin J. Patinkin has sole voting and investment power with respect to
such shares. Includes 36,451 shares held by Matthew M. Patinkin, Hugh M.
Patinkin, Mark A. Patinkin, Douglas M. Patinkin and Nicholas Patinkin, as
Trustees of the Patinkin 1994 Grandchildren's Trust U/A/D 11/18/94, with
respect to which shares Matthew M. Patinkin, Hugh M. Patinkin, Mark A.
Patinkin, Douglas M. Patinkin and Nicholas Patinkin share voting power.
(9) Includes 84,883 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement. Includes 28,832
shares beneficially owned by John R. Desjardins, which shares are held by
Cheryl Desjardins and Stephen Kendig, as Trustees of the John R.
Desjardins 1995 Family Trust U/A/D 12/28/95. Cheryl Desjardins and
Stephen Kendig have shared investment power with respect to such shares.
Shares beneficially owned by Mr. Desjardins include shares allocated to
his account in the ESOP (8,293 shares), as to which he shares voting power
with the ESOP. The ESOP has sole investment power with respect to such
shares.
(10) Includes 16,087 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement. Shares beneficially
owned by Mr. Eisenheim include shares allocated to his account in the
ESOP (2,233 shares) as to which he shares voting power with the ESOP. The
ESOP has sole investment power with respect to such shares.
(11) Includes 7,738 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement.
13
<PAGE> 17
(12) Includes 4,405 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisable
within 60 days of the date of this Proxy Statement.
(13) Includes 3,334 shares of Common Stock issuable pursuant to presently
exercisable stock options or stock options which will become exercisablen
within 60 days of the date of this Proxy Statement.
SECTION 16 REPORTS
Section 16(a) of the Exchange Act and the rules and regulations thereunder
require the Company's directors and executive officers and persons who are
deemed to own more than ten percent of the Common Stock (collectively, the
"Reporting Persons"), to file certain reports ("Section 16 Reports") with the
SEC with respect to their beneficial ownership of Common Stock. The Reporting
Persons are also required to furnish the Company with copies of all Section 16
Reports they file.
Based solely on a review of the forms it has received and on written
representations from certain Reporting Persons that no such forms were required
for them, the Company believes that during fiscal 1997 all Section 16 filing
requirements applicable to its directors, executive officers and greater than
10% beneficial owners were complied with by such persons.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company provides certain office services to Double P Corp. ("Double
P"), Clark Foods Corp., and PDP Corporation which own and operate primarily
mall-based snack food stores, and in which Messrs. H. Patinkin, Desjardins and
M. Patinkin own a majority equity interest. For these services, Double P pays
the Company $300 per month. Messrs. H. Patinkin, Desjardins and M. Patinkin
spend a limited amount of time providing services to Double P, Clark Foods
Corp. and PDP Corporation. In two cases, the Company and Double P have
negotiated jointly with a landlord with respect to spaces offered by a landlord
and then divided and separately leased portions of the space offered. Since
the Company's Initial Public Offering, the Company's policy has required that
the terms of any such leases must be approved by a majority of the Company's
outside directors. The Company and Double P may conduct from time to time such
joint lease negotiations in the future.
14
<PAGE> 18
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of Coopers & Lybrand L.L.P., who served as the Company's
independent public accountants for the last fiscal year, are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
and to respond to appropriate questions raised by stockholders at the Annual
Meeting or submitted in writing prior thereto.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
In order to be considered for inclusion in the Company's proxy materials
for the 1999 Annual Meeting of Stockholders, any stockholder proposal must be
addressed to Marks Bros. Jewelers, Inc., 155 North Wacker Drive, Suite 500,
Chicago, Illinois 60606, Attention: Secretary, and must be received no later
than February 4, 1999.
EXPENSES OF SOLICITATION
Your proxy is solicited by the Board of Directors and its agents, and the
cost of solicitation will be paid by the Company. Officers, directors and
regular employees of the Company, acting on its behalf, may also solicit
proxies by telephone, facsimile transmission or personal interview. The Company
will, at its expense, request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares of record by such persons.
15
<PAGE> 19
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 1998, INCLUDING THE FINANCIAL STATEMENTS
AND THE SCHEDULES THERETO, UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER AS OF
THE RECORD DATE, AND WILL PROVIDE COPIES OF THE EXHIBITS TO THE REPORT UPON
PAYMENT OF A REASONABLE FEE THAT WILL NOT EXCEED THE COMPANY'S REASONABLE
EXPENSES INCURRED IN CONNECTION THEREWITH. REQUESTS FOR SUCH MATERIALS SHOULD BE
DIRECTED TO MARKS BROS. JEWELERS, INC., 155 NORTH WACKER DRIVE, SUITE 500,
CHICAGO, ILLINOIS, 60606, TELEPHONE (312) 782-6800, ATTENTION: JOHN R.
DESJARDINS.
OTHER BUSINESS
It is not anticipated that any matter will be considered by the
stockholders other than those set forth above, but if other matters are
properly brought before the Annual Meeting, the persons named in the proxy will
vote in accordance with their best judgment.
By order of the Board of Directors,
Hugh M. Patinkin
Chairman, Chief Executive Officer
and President
ALL STOCKHOLDERS ARE URGED TO SIGN, DATE
AND MAIL THEIR PROXIES PROMPTLY.
16
<PAGE> 20
MBJ73F DETACH HERE
- -------------------------------------------------------------------------------
PROXY
MARKS BROS. JEWELERS, INC.
Proxy Solicited on behalf of the Board of Directors of
the Company for Annual Meeting, June 4, 1998
The undersigned hereby appoints Hugh M. Patinkin and John R. Desjardins,
and each of them, as proxies, each with the power of substitution, and hereby
authorizes them to vote all shares of Common Stock and/or Class B Common Stock
which the undersigned is entitled to vote at the 1998 Annual Meeting of
Stockholders of Marks Bros. Jewelers, Inc. (the "Company"), to be held at The
Standard Club, 320 South Plymouth Court, Chicago, Illinois, 60604 on Thursday,
June 4, 1998 at 10:00 a.m. Chicago time, and at any adjournments or
postponements thereof (1) as hereinafter specified upon the proposal listed on
the reverse side and as more particularly described in the Company's Proxy
Statement and (2) in their discretion upon such other matters as may properly
come before the meeting.
The undersigned hereby acknowledges receipt of: (1) Notice of Annual
Meeting of Stockholders of the Company, (2) accompanying Proxy Statement, and
(3) Annual Report of the Company for the fiscal year ended January 31, 1998.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY
BE REPRESENTED AT THE MEETING.
- ------------ -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ------------ -----------
<PAGE> 21
May 5, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders to
be held at 10:00 a.m. Chicago time on Thursday, June 4, 1998, at The Standard
Club, 320 South Plymouth Court, Chicago, IL 60604. Detailed information as to
the business to be transacted at the meeting is contained in the accompanying
Notice of Annual Meeting and Proxy Statements.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as
soon as possible in the envelope provided. If you do plan to attend the
meeting, please mark the appropriate box on the proxy.
Sincerely,
John R. Desjardins
Secretary
MBJ73F DETACH HERE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
[X] Please mark ----|
votes as in |
this example.
The Board of Directors recommends a vote FOR the nominees in proposal 1.
The shares represented by this proxy will be voted as directed by the undersigned. If no direction is given with respect to
the election of any director, this proxy will be voted for such election of director(s).
1. Election of Directors. 2. In their discretion, the proxies are authorized to vote upon
Nominees: John R. Desjardins and Jack A. Smith any other business that may properly come before the meeting.
FOR WITHHELD
[ ] [ ]
[ ] _________________________________________
For both nominees except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon. Joint owners should
each sign. Executives, administrators, trustees, guardians or
other fiduciaries should give full title as such. If signing
for a corporation, please sign the full corporate name by a duly
authorized officer.
Signature:_________________________ Date:______________________ Signature: ___________________________ Date: _______________________
</TABLE>
<PAGE> 22
MB274F DETACH HERE
- --------------------------------------------------------------------------------
PROXY
MARKS BROS. JEWELERS, INC.
Voting Instructions for the Annual Meeting of Stockholders
Solicited by the ESOP Trustee
The undersigned participant in the MARKS BROS. JEWELERS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN does hereby instruct the ESOP Trustee to
vote at the Annual Meeting of Stockholders of Marks Bros. Jewelers, Inc.
(the "Company") to be held June 4, 1998, (the "Annual Meeting"), and at
all adjournments or postponements thereof, all the shares of Common Stock
of the Company in the undersigned's ESOP account, on the matter set out
P on the reverse side of this card and described in the Proxy Statement
and, in its discretion, on any other business which may properly come
R before the Annual Meeting.
O This card must be properly completed, signed, dated, and returned
in the envelope provided to be received by Boston EquiServe, the
X tabulator, by 5:00 P.M. Eastern Time on May 27, 1998. If your voting
instructions are not timely received, the Trustee will vote your shares
Y in its discretion. If this card is not received by 5:00 P.M. Eastern Time
on May 27, 1998, the Trustee cannot ensure that your voting instructions
will be tabulated. If you sign, date and return this card but do not
specifically instruct the Trustee how to vote, the Trustee will vote your
shares in accordance with the recommendations of the Board of Directors.
Your voting instructions to the Trustee are confidential as explained in
the accompanying Notice to Plan Participants.
PLEASE SPECIFY YOUR VOTING INSTRUCTIONS, SIGN, DATE AND MAIL THIS
VOTING INSTRUCTION CARD PROMPTLY IN THE ENVELOPE PROVIDED.
- ------------ -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ------------ -----------
<PAGE> 23
MB274F DETACH HERE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
[X] Please mark ----|
votes as in |
this example.
The Board of Directors recommends a vote FOR the nominees in proposal 1.
1. Election of Directors.
Nominees: John R. Desjardins and Jack A. Smith
FOR WITHHELD
[ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
[ ] _________________________________________ MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
For all nominees except as noted above
As a participant in the Plan, I hereby acknowledge receipt of
the Notice to Plan Participants and the accompanying Proxy
Statement relating to the Annual Meeting of Stockholders of
Marks Bros. Jewelers, Inc., and I hereby instruct the Trustee to
vote all shares of Company common stock in my account as I have
indicated above. If I sign, date and return this card but do
not specifically instruct the Trustee how to vote, I understand
that the Trustee will vote the shares credited to my account in
accordance with the recommendations of the Board of Directors.
Please sign exactly as name appears hereon. Joint owners
should each sign. Executives, administrators, trustees,
guardians or other fiduciaries should give full title as such.
If signing for a corporation, please sign the full corporate
name by a duly authorized officer.
Signature:_________________________ Date:______________________ Signature: ___________________________ Date: _______________________
</TABLE>
