<PAGE>
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
INFU-TECH, 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>
INFU-TECH, INC.
910 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
---------------------------
Notice of Annual Meeting of Stockholders
April 5, 1999
---------------------------
To the Stockholders of INFU-TECH, INC.
Notice is hereby given that the Annual Meeting of
Stockholders of Infu-Tech, Inc., will be held at the HILTON FORT LEE Hotel,
2117 Route 4 East, Fort Lee, New Jersey on April 5, 1999 at 10 A.M., for the
following purposes:
1. To elect six directors for the ensuing year.
2. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on
February 5, 1999 will be entitled to notice of or to vote at the meeting or any
adjournments of the meeting. The Company's transfer books will not be closed.
IF YOU DO NOT INTEND TO BE PRESENT IN PERSON AT THE MEETING,
PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE MEETING
AND VOTE IN PERSON, THE PROXY WILL NOT BE USED.
By Order of the Board of Directors
ISRAEL INGBERMAN
Secretary
March 5, 1999
<PAGE>
PROXY STATEMENT
---------------------------
INFU-TECH, INC.
The accompanying Proxy is solicited by the Board of Directors of
Infu-Tech, Inc. (the "Company"). All shares represented by proxies will be
voted in the manner designated. If no designation is made on a proxy, it will
be voted for the election of the six directors named below. This Proxy
Statement and the accompanying form of Proxy are being mailed to the Company's
stockholders on or about March 5, 1999.
REVOCATION
Execution and delivery of the enclosed proxy will not affect the right
of any person to attend the meeting and vote in person. Any stockholder who
gives a proxy has the power to revoke it at any time before it is voted by
delivery of a written instrument of revocation or a duly executed proxy bearing
a later date to the Secretary of the Company, 910 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632, or at the meeting. The presence of a stockholder at
the meeting will not operate to revoke a proxy, but the casting of a ballot by
a stockholder who is present at the meeting will revoke a proxy as to the
matter on which the ballot is cast.
SOLICITATION EXPENSES
The Company will bear the cost of soliciting proxies. Proxies are
being solicited by mail and, in addition, directors, officers and employees of
the Company may solicit proxies personally or by telephone or telegraph. The
Company will reimburse custodians, brokerage houses, nominees and other
fiduciaries for the cost of sending proxy material to their principals.
VOTING SECURITIES
Only stockholders of record at the close of business on February 5,
1999 will be entitled to vote at the meeting. The outstanding voting securities
of the Company on that date were 3,262,571 shares of Common Stock. Each of the
outstanding shares is entitled to one vote. Kuala Healthcare, Inc.("KUAL"),
which owns 57.3% of the Common Stock, intends to vote for the election to the
Board of Directors of all the nominees named in the section of this Proxy
Statement captioned "Election of Directors". The affirmative vote of KUAL would
be sufficient to elect all six nominees, even if all the other shareholders
voted against the nominees.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table contains information concerning the ownership of
the Company's voting securities on February 5, 1999 by the only persons who
owned of record or, insofar as the Company is aware, owned beneficially more
than 5% of any class of the Company's voting securities:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial of Beneficial
Title of Class Owner Ownership Percent of Class
---------------- -------------------------------- -------------------- -------------------
<S> <C> <C> <C>
Common Stock Kuala Healthcare, Inc. 1,870,000 57.3%
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
</TABLE>
On February 5, 1999 Cede & Co. owned of record 1,363,980 shares of the
Company's Common Stock, constituting 41.8% of the outstanding Common Stock. The
Company understands those shares were held beneficially for various brokerage
houses, some of whom may in turn have been holding shares beneficially for
customers.
As of February 5, 1999 the Company's directors, its Chief Executive
Officer, its other executive officers whose cash compensation (including
compensation from KUAL) exceeded $100,000 in fiscal 1998, and all its directors
and executive officers as a group beneficially owned the following numbers of
shares of Common Stock of the Company:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial of Beneficial
Title of Class Owner Ownership Percent of Class
- ----------------------------- --------------------------------------- ----------------------- -----------------------
<S> <C> <C> <C>
Common Stock Joseph Giglio 35,000 (a) (b)
Executive Professor shares
Northeastern University
Graduate School of Business
312 Hayden Hall
Boston, MA 02115
Common Stock Jack Rosen 330,000(a) 10.1%
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Joseph Rosen 15,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Israel Ingberman 15,000(a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock Carl D. Glickman 35,000 (a) 1.1%
1140 Leader Building shares
526 Superior Avenue East
Cleveland, OH 44114
Common Stock Bruce Slovin 35,000 (a) 1.1%
35 E. 62nd Street shares
New York, NY 10021
Common Stock Pritpal Virdee 30,000 (a) (b)
910 Sylvan Avenue shares
Englewood Cliffs, NJ 07632
Common Stock All directors and executive 495,000 (a) 15.2%
officers as a group (7 persons) shares
</TABLE>
- ----------
(a) Consists entirely of shares which may be purchased on exercise of
options which were exercisable within 60 days after February 5, 1999.
(b) Less than 1%.
2
<PAGE>
In addition, all the Company's directors, and each of the listed
executive officers other than Pritpal Virdee, are directors or officers of
KUAL, which owns 1,870,000 shares of Common Stock, constituting 57.3% of the
outstanding Common Stock.
At February 5, 1999, Jack Rosen, who is the Chief Executive Officer
and a director of the Company, and Joseph Rosen and Israel Ingberman, who are
directors of the Company, owned 16.8%, 9.1% and 8.5%, respectively, of the
outstanding common stock of KUAL. Other directors and executive officers of the
Company beneficially owned, in total, an additional 3.8% of the outstanding
common stock of KUAL.
ELECTION OF DIRECTORS
Nominees for Election
It is the intention of the people named in the accompanying proxy to
vote for the following people as directors of the Company (except as otherwise
directed in proxies which are submitted), to hold office until the next annual
meeting of stockholders and until their successors are elected and qualify:
Served on
the Board of
Directors
Name Age Since
------ --- -----------
Jack Rosen.................... 52 1988
Joseph Rosen.................. 47 1988
Israel Ingberman.............. 52 1988
Joseph Giglio................. 57 1992
Bruce Slovin.................. 62 1992
Carl D. Glickman.............. 72 1992
Jack Rosen has served as the Chief Executive Officer (the President,
Chairman of the Board or both) and as a Director of the Company since 1992, of
KUAL since its incorporation in 1981 and of KUAL's subsidiaries from their
respective dates of incorporation, the first of which was in 1976. Mr. Rosen is
also the President and a Director of CompreMedx Corporation ("CompreMedx"), an
89.1%- owned subsidiary of KUAL. He is actively engaged, together with Joseph
Rosen and Israel Ingberman, who are officers and directors, and along with Jack
Rosen, are the three principal stockholders of the Company (the "Principal
Stockholders"), in a variety of enterprises, including real estate development
and hotel ownership (the "Rosen-Ingberman Enterprises"). Jack Rosen is the
brother of Joseph Rosen.
Joseph Rosen has served as a Vice President and as a Director of KUAL
since its incorporation in 1981 and as a director and officer of all its
subsidiaries (including CompreMedx) from their respective dates of
incorporation. He is actively engaged, together with the other Principal
Stockholders, in the Rosen-Ingberman Enterprises. He is the brother of Jack
Rosen.
Israel Ingberman has served as Secretary, Treasurer and as a Director
of KUAL since its incorporation in 1981 and as a director and officer of all
its subsidiaries (including CompreMedx) from their respective dates of
incorporation. He is actively engaged, together with the other Principal
Stockholders, in the Rosen-Ingberman Enterprises.
Joseph M. Giglio has been a director of KUAL since January 1983. He
became a director of the Company in July 1992. Since December 1993, he has been
serving as the Chairman of Apogee Research, Inc., an infrastructure consulting
firm. From December 1993 until August 1994, he was the Senior Advisor to the
First Southwest Company. From April 1992 to November 1993,
3
<PAGE>
he was an Executive Vice President of Smith Barney & Co. And from June 1991 to
April 1992, he was a Managing Director of that firm. From January 1990 to June
1991, he was the President of Chase Municipal Securities, Inc., an affiliate of
The Chase Manhattan Bank, N.A. From August 1988 through December 1989, Mr.
Giglio was a Senior Vice President at Chase Securities, Inc. in the Municipal
Finance Division. For more than five years prior to joining Chase, Mr. Giglio
was the Senior Managing Director of the Public Finance Department at Bear
Stearns & Co., Inc. Mr. Giglio served as Chairman of the National Council on
Public Works Improvement, which released its final report, "Fragile
Foundation," in February 1988. Mr. Giglio chaired the U.S. Senate Budget
Committee's Private Sector Advisory Panel on Infrastructure Financing. He
serves on the board of directors of The Hudson Institute. Mr. Giglio has served
as an Associate Professor of Finance at New York University. He is a graduate
of Rutgers University, and holds a Master of Public Administration degree from
New York University and a Master's degree in Business from Columbia University.
Carl D. Glickman has been a director of KUAL since August 1989. He
became a Director of the Company in July 1992. Since 1953, he has been the
president of The Glickman Organization, a real estate ownership and management
company. In addition, Mr. Glickman is a director of Bear Stearns Companies,
Inc. (an investment banking company), Jerusalem Economic Corporation (an
Israeli real estate company), Alliance Tyre and Rubber Co. (an Israeli tire
manufacturer), Lexington Corporate Properties, Inc. (a real estate investment
trust), and Office Max, Inc. (an office supply retailer).
Bruce Slovin has been a Director of KUAL since June 1988. He became a
Director of the Company in July 1992. Mr. Slovin is a graduate of Harvard Law
School and Cornell University. Since 1980, he has been president and a director
MacAndrews & Forbes Group, Inc., an industrial holding company. Since 1985, he
has been president and a director of Revlon Group Incorporated, a consumer
products holding company. In addition, Mr. Slovin is a director of Andrews
Group Incorporated (industrial holding company), M&F Worldwide Corp., (producer
of licorice extract and other flavoring agents) and Cantel Industries, Inc. (a
distributor of medical equipment).
Vote Required
The election of a director requires a plurality of the votes cast for
the position on the Board of Directors. Because no minimum vote is required,
shares which are present at the meeting but are not voted (whether due to
abstentions or otherwise) will not directly affect the outcome of the election.
EXECUTIVE COMPENSATION
Executive officers of the Company who are also officers of KUAL, other
than Jack Rosen, receive annual compensation from the KUAL and receive no
annual compensation from the Company. Services of these officers are included
in the services provided to the Company by KUAL, for which it receives a
management fee.
The following table sets forth the annual compensation paid by the
Company or KUAL (including annual compensation paid by KUAL for services not
related to the Company), and the long-term compensation paid by the Company,
during the years ended June 30, 1998, 1997 and 1996, to the Chief Executive
Officer of the Company and to each of the other executive officers of the
Company at that date whose annual salary and bonus from the Company and KUAL
during 1997 totalled more than $100,000:
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------
------------------- Awards Payouts
Other -------- -------
Annual Restricted All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Salary Bonus sation Award(s) SARs Payouts sation
Position(1) Year ($)(2) ($))(2 ($) ($) (#) ($) ($)
------------------ ---- ------- ------ ------- ---------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Rosen 1998 400,000 792,100* 100,000
Chairman of the Board 1997 368,000 150,000 200,000
and Chief Executive 1996 300,000 None None None -- None None
Officer
Pritpal Virdee 1998 155,700 -- 10,000
Executive Vice President 1997 137,000 7,000 10,000
1996 130,000 -- None None 2,500 None None
=========================== ========== ============== =========== ========== ============= ============= ========== =========
</TABLE>
(1) Officers devoted 100% of their time to the Company, except Mr. Rosen
(who devoted approximately 33% of his time to the Company). Mr. Rosen
assumed the office of President on June 1, 1996.
(2) Since August 1992, Mr. Rosen had been employed part-time by the
Company. His annual salary paid by the Company was $100,000 until
November 1996 and $150,000 thereafter. The bonus payable by the
Company was $108,000 in 1998 and $75,000 in 1997, with the balance
payable by KUAL. The remainder of his working time is devoted to his
duties as Chairman of KUAL.
* As of March 5, 1999, only $25,000 of this bonus had been paid by KUAL.
Directors' Compensation
Each director who does not otherwise receive a salary from the Company
receives a director's fee of $5,000 per year. In addition, under Infu-Tech's
1996 Stock Option Plan, each member of the committee which awards options to
Infu-Tech officers (Joseph Giglio, Carl Glickman and Bruce Slovin) received an
option to purchase 10,000 shares when the Plan was adopted and receives an
option to purchase 5,000 shares each year after that. During February, 1998,
the Compensation Committee approved grants of stock options to Joseph Rosen and
Israel Ingberman to purchase 5,000 shares per year beginning March 31, 1998 and
annually thereafter on March 31.
5
<PAGE>
Option Plans
The following table sets forth certain information with regard to
options granted during 1998 to the Company's Chief Executive Officer and its
other executive officers whose salary and bonus from the Company and KUAL,
during fiscal 1998 totalled more than $100,000:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Value at Assumed Annual
Rates of Stock Price Appreciation For
Individual Grants Option Term
------------------------------------------------------------------------------------------------------
Percent of Total
Number of Options/SARs
Securities under Granted to
option/SARs Employees in Exercise of Base
Name Granted (#) Fiscal Year% Price ($/Sh) Expiration Date 5% ($) 10% ($)
---- ---------------- ------------- -------------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Jack Rosen 100,000 46.8% 5.38 1/26/03 $148,650 $328,450
Pritpal Virdee 2,500 1.2% 3.00 11/03/07 4,700 11,950
7,500 3.5% 6.125 02/02/08 28,900 73,275
========================= ============== =============== =============== ============== =============== =================
</TABLE>
The following table sets forth certain information with regard to
exercises of options and SARs held at June 30, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-the-
Shares Acquired on Options/SARs at Fiscal Money Options/SARs at
Name Exercise (#) Value Realized ($) Year-End* Fiscal Year End ($)**
---- -------------------- ------------------ ---------------------- ---------------------------
Exercisable(E)/ Exercisable(E)/
Unexercisable(U) Unexercisable(U)
<S> <C> <C> <C> <C>
Jack Rosen -- -- 230,000(E) $378,750(E)
100,000(U) 74,500(U)
Pritpal Virdee -- -- 22500(E) 50,265(E)
7,500(U) 0(U)
============================ =================== ==================== ======================= ========================
</TABLE>
* The Corporation has not granted any SARs.
** Based upon the amount by which the market price of the Company's
Common Stock on June 30, 1998 ($6.125 per share) exceeded the
exercise price of the options.
Compensation Committee Interlocks and Insider Participation
During the year ended June 30, 1998 the Company was charged $12,000 by
a corporation owned by Jack Rosen, the Chairman of the Board of the Company,
for use of an airplane owned by that corporation. The Company believes the
rates it was charged for use of that airplane were lower than those which would
have been available from an independent charter company for use of a similar
airplane.
All the members of the Company's Board of Directors are also directors
of KUAL. Also, three of the members of the Company's Board of Directors are
officers of KUAL. Transactions between the Company and KUAL during the year
ended June 30, 1998 were as follows:
The Company and KUAL have a Management and Non-Competition Agreement
under which, (i) KUAL provides to the Company services of a chief financial
officer, a general counsel and other senior executives, other than a chief
executive officer (which would be Jack Rosen or another person paid by the
Company) and a principal accounting officer (which, if different from the chief
financial officer, will be a person paid by the Company), (ii) neither KUAL nor
the Company may make any loans to the other of them, (iii) all other
transactions between the Company and KUAL must be on terms determined by the
Board of Directors of the Company to be no less favorable to the Company than
the terms which
6
<PAGE>
would be available from unrelated parties, (iv) KUAL must not directly or
indirectly engage in the business of providing infusion therapy to patients at
home or in nursing homes or similar long term care facilities (other than those
owned or operated by KUAL or subsidiaries) and (v) the Company must not
directly or indirectly operate nursing homes or similar long term care
facilities. The agreement was scheduled to expire on September 30, 1997 but was
extended to September 30, 2000. The Company pays KUAL a management fee under
the agreement equal to 1.6% of the Company's revenues. KUAL's liability as a
result of services provided to the Company is limited to losses resulting from
willful malfeasance, bad faith or gross negligence. The Company indemnifies
KUAL and its officers, employees and agents, for losses resulting from the
provision of services under the agreement, except when there is an adjudication
that the loss resulted from the indemnified person's willful misfeasance, bad
faith or gross negligence. During fiscal 1998 the management fee charged to the
Company by KUAL totalled $423,000.
Among the nursing homes with which the Company did business during
fiscal 1998 were five facilities which were owned or managed by KUAL and two
facilities which were owned by companies controlled by KUAL's Principal
Stockholders. During fiscal 1998, the Company's sales to the nursing homes
owned or managed by KUAL totalled $437,000. However, the Company was only paid
approximately $250,000 by KUAL subsidiaries during fiscal 1998. At June 30,
1998, the Company's accounts receivable from those nursing homes totalled
$1,545,000. During 1998, the Company realized revenues of $230,000, or 4.7% of
the Company's total contract services revenues, from the sale of products and
services to residents of the five nursing homes owned or managed by KUAL and
the two nursing homes owned by companies controlled by KUAL's Principal
Stockholders.
COMPENSATION COMMITTEE REPORT
During the year-ended June 30, 1998, the Company's Compensation
Committee reviewed and approved the compensation of the Chairman of the
Board/Chief Executive officer. Executive officers have been hired by the Chief
Executive Officer. Because of the level of compensation of the executive
officers (no executive officer other than the Chief Executive Officer received
salary and bonus totalling more than $160,000 during fiscal year ended June 30,
1998), the compensation of the executive officers other than the Chief
Executive Officer himself has been set by the Chief Executive Officer without
consultation with, or action by, the Compensation Committee.
Stock options have been granted by a committee of the Company's Board
of Directors, of which the Chief Executive Officer is a member, in accordance
with recommendations by the Chief Executive Officer. A total of 100,500 stock
options were granted during fiscal 1998 to employees other than the Chief
Executive Officer. These options were granted to provide the employees to whom
they were granted with incentives related to the performance of the Company's
stock.
The Chief Executive Officer has an employment agreement with KUAL
which was entered into in October 1996, and expires on July 31, 2000. Under
this agreement, he receives an annual salary of $400,000, of which $150,000 is
paid by the Company and the remainder is paid by KUAL. He also is entitled to a
bonus (negotiated in 1995) equal to 2% of the amount of any increase over 300%
in the total value of the Company's stock over a May 1995 base (with the number
of shares used in the computation fixed at the number of shares which were
outstanding in May 1995, regardless of how many shares are actually
outstanding). In June 1998, the Chief Executive Officer became entitled to a
bonus from the Company of $108,000 which has not been paid. During fiscal 1998,
the Chief Executive Officer was granted options to purchase 100,000 shares of
the Company's Common Stock at an exercise price of $5.38 per share.
JOSEPH GIGLIO
CARL GLICKMAN
BRUCE SLOVIN
7
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Infu-Tech, Inc., Dow Jones Equity Market Index and Dow Jones Health
Care Providers Index
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
6/30/93 6/30/94 6/30/95 6/28/96 6/30/97 6/30/98
<S> <C> <C> <C> <C> <C> <C>
Infu-Tech, Inc. 100 33 30 70 66 93
Dow Jones Equity Market Index 100 101 127 160 214 280
Dow Jones Health Care Providers 100 146 155 206 253 219
</TABLE>
The Health Providers Index is made up of companies who are operators of
hospitals, nursing and convalescent homes, long-term care facilities and in-home
health services.
8
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors met three times during the year-ended
June 30, 1998. All the directors attended all of these meetings, except Mr.
Giglio, who attended one meeting, and Mr. Ingberman, who attended two meetings.
The Company has an Audit Committee consisting of Joseph Giglio, Carl D.
Glickman and Bruce Slovin. The principal functions of this Committee are
reviewing arrangements for and scope of the engagement of the Company's
independent auditors and reviewing with those auditors any concerns they may
have about the Company's financial reporting or internal controls. The Audit
Committee met twice during calendar year 1998. The Company has a Compensation
Committee consisting of Joseph Giglio, Carl Glickman and Bruce Slovin. The
principal functions of this Committee are to review and approve the
compensation of the Chief Executive Officer and review the compensation of the
other officers of the Company. The Compensation Committee met three times
during 1998.
FILING OF REPORTS
To the best of the Company's knowledge, no director, officer, or
beneficial owner of more than 10% of the Company's stock failed to file on a
timely basis reports required by Section 16(a) of the Securities and Exchange
Act of 1934, as amended, during the year ended June 30, 1998.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick audited the accounts of the Company for the year
ended 1998. The Company has not yet determined who will audit its accounts for
the year ending June 30, 1999.
A representative of KPMG Peat Marwick is expected to be present at the
stockholders meeting, will be given an opportunity to make a statement if so
desired and will be available to respond to appropriate questions.
OTHER MATTERS
The management knows of no matters other than the ones described above
which will be presented for action at the meeting. If any other matters
properly come before the meeting, or any adjournments, the people voting the
management proxies will vote them in accordance with their best judgement.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented at the 1999 Annual
Meeting must be received not later than November 5, 1999. Proposals should be
addressed to the Secretary of the Company, 910 Sylvan Avenue, Englewood Cliffs,
New Jersey 07632 and should be send Certified Mail-Return Receipt Requested.
By order of the Board of Directors
ISRAEL INGBERMAN
Secretary
