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
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
LIFETIME HOAN CORPORATION
(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 0-11:1
(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:
LIFETIME HOAN CORPORATION
One Merrick Avenue
Westbury, New York 11590
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 9, 1999
Notice is hereby given that the Annual Meeting of Stockholders
of Lifetime Hoan Corporation, a Delaware corporation (the "Company"),
will be held at the offices of the Company, One Merrick Avenue,
Westbury, New York 11590 on Wednesday June 9, 1999, at 10:30 a.m.,
local time, for the following purposes:
(1) To elect a board of six directors to
serve until the next Annual Meeting of
Stockholders or until their successors are
duly elected and qualified;
(2) To approve and ratify the appointment
of Ernst & Young LLP as the independent
auditors of the Company; and
(3) To transact such other business
as may properly come before the meeting,
or any adjournment(s) or postponement(s)
thereof.
Stockholders of record at the close of business on April 15,
1999 are entitled to notice of and to vote at the Annual Meeting and
any adjournment(s) or postponement(s) thereof. A complete list of
the stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder at the Company's
offices, One Merrick Avenue, Westbury, New York 11590, for any
purpose germane to such meeting, during ordinary business hours, for
a period of at least 10 days prior to the Annual Meeting.
By Order of the Board of Directors
Craig Phillips, Secretary
Westbury, New York
April 28, 1999
THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL
STOCKHOLDERS TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN AS
PROMPTLY AS POSSIBLE THE ENCLOSED PROXY IN THE ACCOMPANYING REPLY
ENVELOPE. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR
PROXIES AND VOTE IN PERSON.
LIFETIME HOAN CORPORATION
One Merrick Avenue
Westbury, New York 11590
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on June 9, 1999
INTRODUCTION
The accompanying proxy is solicited by the Board of Directors
(the "Board") of Lifetime Hoan Corporation, a Delaware corporation
(the "Company"), for use at the Annual Meeting of Stockholders of the
Company (the "Meeting") to be held on the date, at the time and place
and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Company's principal offices are located
at One Merrick Avenue, Westbury, New York 11590 and its telephone
number is (516) 683-6000. Stockholders of record at the close of
business on April 15, 1999 are entitled to notice of and to vote at
the Meeting. This Proxy Statement and the accompanying Proxy shall
be mailed to stockholders on or about May 10, 1999.
THE MEETING
Voting at the Meeting
On April 15, 1999, there were 12,598,264 shares of the Company's
common stock, $.01 par value (the "Common Stock"), issued and
outstanding. Each share of Common Stock entitles the holder thereof
to one vote on all matters submitted to a vote of stockholders at the
Meeting.
A majority of the Company's outstanding shares of Common Stock
represented at the Meeting, in person or by proxy, shall constitute a
quorum. Assuming a quorum is present, (1) the affirmative vote of a
plurality of the shares so represented is necessary for the election
of directors; and (2) the affirmative vote of a majority of the
shares so represented is necessary to approve and ratify the
appointment of Ernst & Young LLP as the independent auditors of the
Company.
Proxies and Proxy Solicitation
All shares of Common Stock represented by properly executed
proxies will be voted at the Meeting in accordance with the
directions marked on the proxies, unless such proxies have previously
been revoked. If no directions are indicated on such proxies, they
will be voted for the election of each nominee named below under
"Election of Directors" and for the approval and ratification of the
appointment of Ernst & Young LLP as the independent auditors of the
Company. If any other matters are properly presented at the Meeting
for action, the proxy holders will vote the proxies (which confer
discretionary authority upon such holders to vote on such matters) in
accordance with their best judgment. Each proxy executed and
returned by a stockholder may be revoked at any time before it is
voted by timely submission of a written notice of revocation or by
submission of a duly executed proxy bearing a later date (in either
case directed to the Secretary of the Company), or, if a stockholder
is present at the Meeting, he may elect to revoke his proxy and vote
his shares personally. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for
the transaction of business. If a stockholder, present in person or
by proxy, abstains on any matter, such stockholder's shares of Common
Stock will not be voted on such matter. Thus, an abstention from
voting on any matter has the same legal effect as a vote "against"
the matter, even though the stockholder may interpret such action
differently. Except for determining the presence or absence of a
quorum for the transaction of business, broker non-votes are not
counted for any purpose in determining whether a matter has been
approved.
The Company will bear the cost of preparing, printing,
assembling and mailing the proxy, Proxy Statement and other material
which may be sent to stockholders in connection with this
solicitation. It is contemplated that brokerage houses will forward
the proxy materials to beneficial holders at the request of the
Company. In addition to the solicitation of proxies by the use of
the mails, officers and regular employees of the Company may solicit
proxies by telephone without additional compensation. The Company
will reimburse such persons for their reasonable out-of-pocket
expenses in accordance with the regulations of the Securities and
Exchange Commission.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of April
15, 1999, regarding the beneficial ownership of Common Stock by each
stockholder known by the Company to be the beneficial owner of 5% or
more of the Common Stock, each director, each executive officer named
under "Executive Compensation" and all directors and executive
officers as a group. Unless otherwise noted, the persons named in
the table have sole voting and investment power with respect to all
shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
<S> <C> <C>
Percent of
Outstanding
Shares
Amount and Nature of Beneficially
Name and Address Beneficial Ownership Owned (12)
Milton L. Cohen (1) 1,902,385(2) 15.0%
Jeffrey Siegel (1) 1,450,605(3) 11.4%
Ronald Shiftan 957,076(4) 7.5%
c/o The Port Authority of
NY & NJ
One World Trade Center,
67 West
New York, NY 10048
Pamela Staley 962,423(5) 7.6%
1200 S. Gaylord
Denver, CO 80210
Craig Phillips (1) 929,867(6) 7.4%
Howard Bernstein (1) -0- -
Robert McNally (1) 30,000(7) *
Bruce Cohen (1) 11,968(8) *
Royce & Associates, Inc. 1,127,190(9) 8.9%
1414 Avenue of the Americas
New York, NY 10019
Neuberger Berman, LLC. 986,600(10) 7.8%
605 Third Avenue
New York, NY 10158
All Directors and Executive
Officers as a Group (6 persons) 5,281,901(11) 40.8%
* Less than 1%
(1) The address of such individuals is c/o the Company,
One Merrick Avenue, Westbury, NY 11590.
(2) Includes 53,185 shares issuable upon the exercise of options which
are exercisable within 60 days. Does not include 938,572 shares
owned by nineteen separate irrevocable trusts for the benefit of Mr.
Milton L. Cohen's children, their spouses and his grandchildren. Mr.
Cohen, who is not a trustee of such trusts, disclaims beneficial
ownership of said shares.
(3) Includes 80,864 shares issuable upon the exercise of options which
are exercisable within 60 days. Excludes 962,423 shares owned by ten
separate irrevocable trusts for the benefit of Mr. Siegel's children,
nieces and nephews as to which Mr. Siegel, who is not a trustee of
such trusts, disclaims beneficial ownership.
(4) Includes (i) 180,186 shares issuable upon the exercise of options
which are exercisable within 60 days; (ii) 143,256 shares held by
certain of the trusts referred to in footnote (2) above, over which
Mr. Shiftan has sole voting control and sole power to dispose of said
shares; and (iii) 633,634 shares held by certain of the trusts
referred to in footnote (2) above, over which Mr. Shiftan has shared
voting control and under certain circumstances, the sole power to
dispose of said shares. Mr. Shiftan disclaims beneficial ownership
of the shares held by the trusts.
(5) Includes 962,423 shares for which Ms. Staley is the sole
trustee of the trusts referred to in footnote (3) above over which
she has sole voting control and sole power to dispose of said shares.
Ms. Staley disclaims beneficial ownership of the shares held by the
trusts.
(6) Includes 28,278 shares held under a trust of which Mr. Phillips is
a beneficiary and 3,175 shares issuable upon the exercise of options
which are exercisable within 60 days. Excludes 9,525 shares issuable
upon the exercise of options which are not exercisable within 60
days.
(7) Includes 30,000 shares issuable upon the exercise of options which
are exercisable within 60 days, but excludes 120,000 shares issuable
upon the exercise of options which are not exercisable within 60
days.
(8) Includes 11,968 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 3,300 shares
issuable upon the exercise of options which are not exercisable
within 60 days. Does not include 208,589 shares held in trusts
referred to in footnote (2).
(9) The information available to the Company regarding the ownership
of the Company's Common Stock by Royce & Associates, Inc. was as of
December 31, 1998 as set forth in Schedule 13G filed with the
Securities and Exchange Commission on February 9, 1999. Excludes
74,691 shares owned by an affiliated company.
(10) The information available to the Company regarding the ownership
of the Company's Common Stock by Neuberger Berman LLC was as of
December 31, 1998 as set forth in Schedule 13G filed with the
Securities and Exchange Commission on February 10, 1999. Excludes
67,000 shares owned by principal(s) of Neuberger Berman LLC.
(11) Includes 359,378 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 132,825
shares issuable upon the exercise of options which are not
exercisable within 60 days.
(12) Calculated on the basis of 12,598,264 shares of Common Stock
outstanding, except that shares underlying options exercisable within
60 days are deemed to be outstanding for purposes of calculating the
beneficial ownership of securities owned by the holders of such
options.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A board of six directors is to be elected at the Meeting to hold
office until the next Annual Meeting of Stockholders, or until their
successors are duly elected and qualified. The following nominees
have been recommended by the Board of Directors. It is the intention
of the persons named in the enclosed proxy to vote the shares covered
thereby for the election of the six persons named below, unless the
proxy contains contrary instructions:
Director or Executive
Officer of the Company
Name Age Position or its Predecessor Since
Milton L. Cohen 70 Chairman of the Board, 1958
President, Chief Executive
Officer and a Director
Jeffrey Siegel 56 Executive Vice President 1967
and a Director
Craig Phillips 49 Vice-President - Manufacturing, 1973
Secretary and a Director
Bruce Cohen 41 Vice President - National Sales 1998
Manager and a Director. Mr. Bruce
Cohen has held this position with
the Company since 1991.
Ronald Shiftan 54 Director. Mr. Shiftan has served 1991
as Deputy Executive Director of
The Port Authority of New York &
New Jersey since September 1998.
Prior to becoming Deputy Executive
Director of the Port Authority of
New York & New Jersey, he had, since
1996, been Chairman of Patriot Group,
LLC, a financial advisory firm.
Prior thereto, Mr. Shiftan held
executive management positions in
venture capital, investment banking
and financial advisory firms.
Howard Bernstein 78 Director. Mr. Bernstein has been 1992 1992
a member of the firm of
Certified Public Accountants, Cole,
Samsel & Bernstein LLC (and its
predecessors) for approximately
forty-eight years.
Milton L. Cohen is the father of Bruce Cohen.
Jeffrey Siegel and Craig Phillips are cousins.
The Company has no reason to believe that any of the nominees
will not be a candidate or will be unable to serve. However, should
any of the foregoing nominees become unavailable for any reason, the
persons named in the enclosed proxy intend to vote for such other
persons as the present Board may nominate.
The Board recommends that stockholders vote FOR the election of
the nominated directors, and signed proxies which are returned will
be so voted unless otherwise instructed on the proxy card.
INFORMATION CONCERNING THE BOARD OF DIRECTORS OF LIFETIME HOAN
The directors and officers of the Company are elected annually
by the stockholders and Board of Directors of the Company,
respectively. They will serve until the next annual meeting of the
stockholders and Board of Directors of the Company, respectively, and
until their successors have been elected and qualified or until their
earlier resignation or removal.
Directors who are not employees of the Company receive an annual
fee of $5,000 plus $1,000 for each meeting of the Board attended.
Directors who are employees of the Company do not receive
compensation for such services. The officers and directors of the
Company have entered into indemnification agreements with the
Company.
The Board has established an Audit Committee, the members of
which are Messrs. Ronald Shiftan (Chairman) and Howard Bernstein.
The Audit Committee meets with the Company's independent auditors
during the course of their audit to review audit procedures and
receive recommendations and reports from the auditors. In addition,
the Audit Committee monitors all corporate activities to assure
conformity with good practice and government regulations. The Audit
Committee held two meetings during the year ended December 31, 1998.
The Board has established a Compensation Committee, the members
of which are Messrs. Milton L. Cohen (Chairman) and Jeffrey Siegel.
The Compensation Committee reviews and establishes the general
employment and compensation practices and policies of the Company and
approves procedures for the administration thereof, including such
matters as the total salary and fringe benefit programs. The
Compensation Committee held two meetings during the year ended
December 31, 1998.
The Board has established a Stock Option Committee, the members
of which are Messrs. Milton L. Cohen (Chairman) and Jeffrey Siegel.
The Stock Option Committee is responsible for administering the
Company's 1991 Stock Option Plan. The Board also established the 1996
Incentive Stock Option Plan Committee, the members of which are
Messrs. Ronald Shiftan (Chairman) and Howard Bernstein. The 1996
Incentive Stock Option Plan Committee is responsible for
administering the 1996 Incentive Stock Option Plan. The Stock Option
Committees held three meetings during the year ended December 31,
1998.
The Board does not have a standing nominating committee; rather,
the Board as a whole performs the functions which would otherwise be
delegated to such committee.
The Board of Directors held six meetings during the fiscal year
ended December 31, 1998.
Each director attended every Board Meeting and every meeting of
the committee(s) on which he served.
CERTAIN TRANSACTIONS
On April 6, 1984, the Company, pursuant to its 1984 Stock Option
Plan, which has since been terminated, issued options to Messrs.
Milton L. Cohen, Jeffrey Siegel and Craig Phillips, officers and
directors of the Company. On December 17, 1985, such individuals
exercised their options and the following table reflects the numbers
of shares issued (the "Option Shares"), the aggregate purchase price,
average price per share and method of payment.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of
Shares of Average
Common Stock Purchase Price per
Name Issued Price Share Cash Notes
Milton L. Cohen 1,713,204 $469,120 $0.27 $46,912 $422,208
Jeffrey Siegel 1,390,860 382,720 0.27 38,272 344,448
Craig Phillips 519,334 149,120 0.27 14,912 134,208
Total 3,623,398 $1,000,960 $100,096 $900,864
The promissory notes issued by Messrs. Milton L. Cohen, Jeffrey
Siegel, and Craig Phillips all bear interest at the rate of 9% per
annum, are secured by such individuals' respective Option Shares and
were originally due and payable on December 17, 1995. In December
1995, the Board of Directors determined to extend the due dates of
the notes to December 31, 2000. The interest has been paid each year
when due.
In August 1998, Mr. Shiftan was paid $200,000 and received a
fully vested option to purchase 100,000 shares of Common Stock at
$10.63 per share as a financial advisory fee in connection with the
Company's acquisition of Roshco, Inc.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning
the compensation of the Company's Chief Executive Officer and each of
its other most highly compensated executive officers whose annual
compensation exceeded $100,000 for the fiscal year ended December 31,
1998 (the "named executive officers") for services during the fiscal
years ended December 31, 1998, 1997 and 1996:
</TABLE>
<TABLE>
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Long-Term
Annual Compensation Compensation
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
Milton L. Cohen
Chairman, 1998 $726,921 $833,901(4) -- $5,882(1)
President and 1997 $699,998 $626,310(5) 9,185 $5,875(1)
Chief Executive 1996 $785,730 $629,619(6) 44,000 $5,788(1)
Officer
Jeffrey Siegel
Executive Vice 1998 $415,395 $833,901(4) -- --
President 1997 $400,010 $626,310(5) 9,185 --
1996 $481,237 $629,619(6) 44,000 --
Craig Phillips
Vice President 1998 $200,962 -- -- --
Distribution 1997 $168,270 -- 5,000 --
And Secretary 1996 $154,852 -- 7,700 --
Robert McNally (3)
Vice President 1998 $196,269 $20,000(7) -- --
Finance and 1997 $31,985 -- 150,000 --
Treasurer 1996 -- -- -- --
Bruce Cohen 1998 $191,077 $90,000(7) -- $56,050 (2)
Vice President
(1) Represents the current dollar value of premiums paid for split
dollar life insurance by the Company on behalf of Mr. Milton L.
Cohen.
(2) Represents compensation from the exercise of nonqualified stock
options.
(3) Mr. McNally joined the Company in October 1997.
(4) Includes $320,901 accrued in 1998 and paid in 1999 for each of
Messrs. Milton L. Cohen and Jeffrey Siegel.
(5) Includes $132,310 accrued in 1997 and paid in 1998 for each of
Messrs. Milton L. Cohen and Jeffrey Siegel.
(6) Includes $265,619 accrued in 1996 and paid in 1997 for each of
Messrs. Milton L. Cohen and Jeffrey Siegel.
(7) Such amounts were accrued in 1998 and paid in 1999.
Option/SAR Grants in Last Fiscal Year
No stock options were granted to any of the named executive
officers during the year ended December 31, 1998.
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year-End Option/SAR Values
The following table sets forth certain information with respect
to each exercise of stock options during the fiscal year ended
December 31, 1998 by each of the named executive officers and the
number and value of unexercised options held by each of the named
executive officers as of December 31, 1998:
</TABLE>
<TABLE>
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Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Value Options/SARs at In-The-Money Options/SARS
Name Exercise Realized December 31, 1998 at December 31,1998(1)
ExercisableUnexercisableExercisableUnexercisable
Milton L. Cohen -- -- 53,185 -- $0 --
Jeffrey Siegel -- -- 80,864 -- $117,359 --
Robert McNally -- -- 30,000 120,000 $16,800 $67,200
Craig Phillips -- -- 3,175 9,525 $4,617 $13,851
Bruce Cohen 10,000 $56,050 11,968 3,300 $51,351 $8,184
(1) Calculated based on the difference between the closing sale
price of the Common Stock, as reported on the Nasdaq National Market
on December 31, 1998 ($9.75), and the exercise price of the options
multiplied by the number of shares of Common Stock underlying the
options.
BOARD COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION2
It is the responsibility of the Compensation Committee (the
"Committee") to advise the Board relative to the salaries, stock
options and bonuses granted to the named executive officers.
Milton L. Cohen and Jeffrey Siegel entered into new employment
agreements with the Company in April 1996 and such agreements were
amended June 1997. The agreements replaced those entered into in
1984, which had been amended in 1991.
Craig Phillips entered into a new employment agreement with the
Company in April 1997. This agreement replaced an agreement entered
into in April 1996.
The Committee determined that the new compensation packages
should include a significant portion of performance-based
compensation. Accordingly, the base salaries of these executives
were reduced and the Company adopted the 1996 Incentive Bonus
Compensation Plan. According to such plan, the President and the
Executive Vice President of the Company will be entitled to bonuses
based on a percentage of the Company's annual net income. The
Committee believes that net income is one indication of the
performance of the President and Executive Vice President. See "1996
Incentive Bonus Compensation Plan". The Company also adopted the
Lifetime Hoan Corporation 1996 Incentive Stock Option Plan which
authorizes the issuance of options to officers of the Company and
its subsidiary.
In evaluating the merit of the base salaries pursuant to the new
employment agreements, the Committee took into consideration that
these individuals were responsible for the development and
implementation of the strategies which have enabled the Company to
compete effectively in its market. Moreover, the Committee evaluated
the operating responsibility of each individual, his experience in
the housewares industry, his expertise in overseas purchasing and the
amount of time spent abroad. The Committee also examined the impact
each individual had on the profitability and future growth of the
Company.
The Board intends to provide other key executives with
compensation packages sufficient to attract and retain other such key
executives. Such compensation packages will provide for salaries at
levels which are commensurate with the responsibility of the
individual, and his or her prior experience. Such salaries should be
comparable to other companies of comparable size and nature. Salary
reviews are done annually. Bonuses and stock options may be awarded
in accordance with performance, results and competitive compensation
packages.
The Board has ratified the Compensation Committee's evaluation
of the 1998 compensation and performances of Mr. Milton L. Cohen
(Chief Executive Officer), Mr. Jeffrey Siegel (Executive Vice
President), Mr. Craig Phillips (Vice President-Distribution), Mr.
Robert McNally (Vice President-Finance) and Mr. Bruce Cohen (Vice
President-National Sales), in light of the criteria outlined above.
The Committee and the Board believe that the Company's outstanding
performance in a challenging retail environment underscores the
contributions of these individuals and that their hands-on leadership
is an essential element of this success.
Compensation Committee
of the Board of Directors
Milton L. Cohen
Jeffrey Siegel
Compensation Committee
Interlocks and Insider Participation
Milton L. Cohen and Jeffrey Siegel, who are members of the
Compensation Committee, are executive officers of the Company. Mr.
Milton L. Cohen and Mr. Jeffrey Siegel issued promissory notes to the
Company in payment for shares of Common Stock purchased upon exercise
of certain stock options in 1985, the due dates of which were
extended in 1995. The terms of such promissory notes are described
in "Certain Transactions" above.
PERFORMANCE GRAPH
The following graph reflects a comparison of the cumulative
total return on the Common Stock with the Nasdaq Market Value Index
and the Housewares Index - Media General Industry Group. The
comparisons in this table are required by the Securities and
Exchange Commission and, therefore, are not intended to forecast or
be inductive of possible future performance of the Company's Common
Stock.
LIFETIME HOAN CORPORATION
Cumulative Total Stockholders Return for the Period December 31,
1993
through December 31, 1998. 3
</TABLE>
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Nasdaq Media
Lifetime Market General
Period Hoan Index Index
12/31/93 100.00 100.00 100.00
12/31/94 104.44 104.99 105.33
12/31/95 90.45 136.18 128.23
12/31/96 114.90 169.23 159.06
12/31/97 106.95 207.00 211.90
12/31/98 108.11 291.96 192.72
Employment Contracts and Termination of Employment and Change-in-
Control Arrangements
Effective April 7, 1996, the Company entered into new
employment agreements with Messrs. Milton L. Cohen and Jeffrey
Siegel providing for annual salaries of $700,000 and $400,000,
respectively, and for the payment to them of bonuses pursuant to
the Company's 1996 Incentive Bonus Compensation Plan. The
employment agreements will continue in force until April 6, 2000,
and thereafter for additional periods of one year unless terminated
by either the Company or the executive. The agreements contain,
among other things, standard fringe benefit arrangements, such as
disability benefits, insurance and an accountable expense
allowance. The employment agreements also provide that if the
Company is merged or otherwise consolidated with any other
organization or substantially all of the assets of the Company are
sold or control of the Company has changed (the transfer of 50% or
more of the outstanding stock of the Company) which is followed by:
(i) the termination of their respective employment agreements,
other than for cause; (ii) the diminution of their duties or change
in executive position; (iii) the diminution of their compensation
(other than a general reduction to all employees); or (iv) the
relocation of their principal place of employment to other than the
New York Metropolitan Area, the Company is obligated to pay to such
person or his estate the base salary required pursuant to the
employment agreement for the balance of the term. The employment
agreements also contain restrictive covenants preventing each
executive from competing with the Company for a period of five
years from the earlier of the termination of such person's
employment (other than a termination by the Company without cause)
or the expiration of the employment agreement.
Effective April 7, 1997, Mr. Phillips and the Company entered
into an agreement providing for Mr. Phillip's employment by the
Company as its Vice-President-Manufacturing at a current annual
salary of $200,000. The agreement which expires April 2000,
contains, among other things, standard fringe benefit arrangements,
such as disability benefits, insurance and an accountable expense
allowance.
1996 Incentive Bonus Compensation Plan
The Company has adopted a 1996 Incentive Bonus Compensation
Plan (the "Bonus Plan"). The Bonus Plan provides for the award of
a bonus, with respect to each of the ten fiscal years of the
Company beginning with the 1996 fiscal year, to the President and
the Executive Vice President of the Company providing they are then
in the employ of the Company. The bonus payable to each executive
(an "Executive") is an amount equal to 3.5% of net income of the
Company for the year, before any provision for (i) compensation
payable to either of the Executives, including incentive bonus
compensation payable under the Bonus Plan for the year, or (ii)
stock options exercised during such year under the Company's 1996
Incentive Stock Option Plan, (iii) extraordinary items, all as
determined and calculated by the Company's independent auditors
using the same principles, methods and conventions which shall then
be used in the preparation of the Company's audited financial
statements, or (iv) any charges for taxes.
The Compensation Committee may authorize the advance to the
Executive of an amount equal to 80% of the incentive bonus
compensation that was payable to the Executive (after any
applicable withholding) with respect to the immediately prior
fiscal year. In the event the Executive's incentive bonus
compensation, as finally determined with respect to the fiscal
year, is less than the amount advanced to the Executive, the excess
shall be promptly refunded to the Company by the Executive or shall
be credited to the incentive bonus compensation due to the
Executive for the following fiscal year, as determined by the Bonus
Plan Committee.
Limitation on Directors' Liability
The Company's Restated Certificate of Incorporation contains
provisions which eliminate the personal liability of its directors
for monetary damages resulting from breaches of their fiduciary
duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
violations under Section 174 of the Delaware General Corporation
Law or for any transaction from which the director derived an
improper personal benefit.
The Company has entered into indemnification agreements with
its officers and directors which provide that the Company will
indemnify the indemnitee against expenses, including reasonable
attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any civil or criminal action or administrative proceeding
arising out of the performance of his duties as an officer,
director, employee or agent of the Company. Such indemnification
is available if the acts of the indemnitee were in good faith, if
the indemnitee acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Company and, with respect
to any criminal proceeding, the indemnitee had no reasonable cause
to believe his conduct was unlawful.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon the Company's review of the copies of such
reports furnished to the Company, the Company believes that required
filings under Section 16(a) of the Securities Exchange Act of 1934,
applicable to the Company's executive officers and greater than 10%
beneficial owners were timely filed during the fiscal year ended
December 31, 1998, except that a Form 3 reporting Bruce Cohen's
election as an executive officer in June 1998 was filed in March 1999
and a Form 5 reporting Ronald Shiftan's grant of options in June 1998
was filed in April 1999.
PROPOSAL NO. 2
APPROVAL AND RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to stockholder approval and ratification, the Board has
reappointed the firm of Ernst & Young LLP as the independent auditors
to audit the Company's financial statements for the fiscal year ended
December 31, 1999. Ernst & Young LLP has audited the Company's
financial statements since 1984. If the stockholders do not approve
and ratify this appointment, other independent auditors will be
considered by the Board.
Representatives of Ernst & Young LLP are expected to be present
at the annual meeting and will have the opportunity to make a
statement if they desire and to respond to appropriate questions.
The Board recommends that stockholders vote FOR the approval and
ratification of the appointment of Ernst & Young, LLP.
STOCKHOLDER PROPOSALS
A stockholder proposal intended to be presented at the Company's
2000 Annual Meeting of Stockholders must be received by the Company
at its principal executive offices on or before January 6, 2000, to
be included in the Company's proxy statement and proxy relating to
that meeting.
OTHER MATTERS
The Management of the Company does not know of any matters
other than those stated in this Proxy Statement which are to be
presented for action at the Meeting. If any other matters should
properly come before the Meeting, it is intended that proxies in the
accompanying form will be voted on any such other matters in
accordance with the judgement of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such
proxies upon the persons voting them.
The Financial Statements for the Company are included in
the Annual Report of the Company for the fiscal year ended December
31, 1998 which accompanies this Proxy Statement.
Upon the written request of any person who on the record date
was a record owner of Common Stock of the Company, or who represents
in good faith that he or she was on such date a beneficial owner of
such Common Stock, the Company will send to such person, without
charge, a copy of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, including financial statements and
schedules, as filed with the Securities and Exchange Commission.
Requests for this report should be directed to Robert McNally, Vice
President, Treasurer and CFO, Lifetime Hoan Corporation, One Merrick
Avenue, Westbury, New York 11590.
By Order of the Board of Directors,
Craig Phillips, Secretary
Dated: April 28, 1999
_______________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
2 The material in this report is not soliciting material, is not
deemed filed with the Securities and Exchange Commission and is not
incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, whether or not made before or after the date of this Proxy
Statement and irrespective of any general incorporation language in
such filing.
3 Assumes $100 invested on December 31, 1993 and assumes dividends
reinvested. Measurement points are at the last trading day of the
fiscal years ended December 1998, 1997, 1996, 1995, and 1994. The
material in this chart is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not
incorporated by reference in any filing of the Company under the
Securities Act of 1993, as amended, or the Securities Exchange Act of
1934, as amended whether or not made before or after the date of this
Proxy Statement and irrespective of any general incorporation
language in such filing. A list of the companies included in the
housewares index will be furnished by the Company to any stockholder
upon written request to the Vice President, Finance and Treasurer.
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