LUCILLE FARMS, INC.
150 River Road P.O. Box 517
Montville, NJ 07045
_____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 16, 2000
_____________________
TO THE STOCKHOLDERS OF LUCILLE FARMS, INC:
Notice is hereby given that the Annual Meeting of Stockholders of
Lucille Farms, Inc (the "Company") will be held at the Embassy Suites
Hotel, 909 Parsippany Blvd., Parsippany, New Jersey 07405, on November
16, 2000 at 10:30 a.m., Eastern Standard Time, for the following
purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified;
2. To ratify the selection by the Board of Directors of Citrin
Cooperman & Company, LLP to serve as independent auditors for the
fiscal year ending March 31, 2001, and
3. To transact such other business as may properly be presented for
action at the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
October 16, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, this meeting
or any adjournment thereof.
Holders of a majority of the outstanding shares must be present
in person or by proxy in order for the meeting to be held. WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED
PROXY FORM AND RETURN IT IN THE ACCOMPYING ENVELOPE. The giving of
such proxy will not affect your right to revoke such proxy before it is
exercised or to vote in person should you later decide to attend the
meeting.
All stockholders are cordially invited to attend the meeting.
By order of the Board of Directors
Stephen M. Katz, Secretary
October 20, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE
COMPLETED AND RETURNED PROMPTLY.
LUCILLE FARMS, INC.
150 River Road P.O. Box 517
Montville, NJ 07045
_____________________
PROXY STATMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVMEMBER 16, 2000
_________________
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Lucille Farms, Inc., a
Delaware corporation (the "Company"), of proxies to be voted at
the Annual Meeting of Stockholders of the Company to be held on
November 16, 2000 at 10:30 a.m., Eastern Standard Time, at the
Embassy Suites Hotel, 909 Parsippany Blvd., Parsippany, New Jersey
07045 and any adjournments thereof.
A form of proxy is enclosed for use at the meeting. The proxy
may be revoked by a stockholder at any time before it is voted by
execution of a proxy bearing a later date or by written notice to the
Secretary before the meeting, and any stockholder present at the
meeting may revoke his proxy thereat and vote in person if he so
desires. When such proxy is properly executed and returned, the shares
it represents will be voted at the meeting in accordance with any
instructions noted thereon. If no direction is indicated, all shares
represented by valid proxies received pursuant to this solicitation
(and not revoked prior to exercise) will be voted by the person named
in the form of proxy FOR the election of the nominees for directors
named herein, FOR the ratification of the appointment of Citrin
Cooperman & Company, LLP as the Company's independent auditors for the
year ended March 31, 2001 and as recommended by the Board of Directors
with regard to all other matters, or if no such recommendation is
given, in the discretion of the named proxy.
The cost of soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to solicitation
by mail, proxies may be solicited by directors, officers or regular
employees of the Company (who will receive no extra compensation for
these services) in person or by telephone or telefax. The Company
will also request brokerage houses, custodians, fiduciaries and
nominees to forward these proxy materials to the beneficial owners of
the Company's common stock and will reimburse such holders for their
reasonable expenses in connection therewith. The approximate date of
mailing of this proxy statement is October 20, 2000.
Only stockholders of record at the close of business on October
16, 2000, will be entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on such record date, 2,971,342 shares
of Common Stock were issued and outstanding. Each share entitles the
holder thereof to one vote. The holders of a majority of the shares of
common stock outstanding on the record date and entitled to voted at
the meeting, present in person, or by proxy, will constitute a quorum
for the transaction of business at the meeting.
All votes will be tabulated by the Inspector of election
appointed for the meeting, who will separately tabulate affirmative
and negative votes, abstentions and broker non-votes. Abstentions
will be counted towards the tabulation of votes cast on proposals
presented to the stockholders and will have the same effect as
negative votes. Broker non-votes are counted towards a quorum,
but are not counted for any purpose in determining whether a matter
has been approved.
NOMINATION AND ELECTION OF DIRECTORS
Five persons, all of whom are members of the present Board
of Directors, are nominees for election to hold office until the
next annual meeting and until their respective successors are
elected and qualified. Unless authority to vote for the election
of directors shall have been withheld, it is intended that proxies
in the accompanying form will be voted at the meeting for the
election of the five nominees named below. It is expected all
nominees will be able and willing to serve as directors. If any
nominee should refuse or be unable to serve, the shares represented
by the proxies will be voted for such person as shall be designed
by the Board of Directors to replace any such nominee.
The following information is submitted concerning the
nominees named for election as directors based upon information
received by the Company from such persons. Approval of the
nominees for election to the Board requires the affirmative vote
of the holders of a plurality of the outstanding shares of
the outstanding shares of common stock present at the meeting
in person or by proxy and entitled to vote.
Recommendation of the Board of Directors
The Board of Directors recommends that shareholders vote for
the election to the Board of all nominees listed below.
Nominees Age Office Director
Since
Gennaro Falivene .. 70 Vice Chairman of the Board 1976
of Directors, Executive Vice
President-Quality Control
Alfonso Falivene .. 58 Director, President and Chief 1976
Executive Officer
Stephen M. Katz .. 65 Director, Vice President- 1993
Finance and Administration,
Chief Financial Officer and
Secretary
Howard Breslow ... 61 Director 1993
Jay M. Rosengarten . 55 Director 1998
Mr. Gennaro Falivene is founder of the Company and has been
a director of the Company since inception in 1976. He served as
Vice President and Treasurer of the Company from inception until
April 1993 when he was appointed Vice Chairman of the Board of
Executive Vice President-Quality Control.
Mr. Alfonso Falivene is a founder of the Company and has been
a director of the Company since inception in 1976. He served as Vice
President and Secretary of the Company until April 1993 when he was
appointed President and Chief Executive Officer.
Mr. Stephen M. Katz has been a director of the Company, its
Vice President-Finance and Administration and Chief Financial Officer
and Secretary since April 1993. Mr. Katz was a partner in the
certified public accountant firm of Drogin & Katz, a position he held
since 1970. Drogin & Katz was the company's accounting firm from
March 1973 to March 1993. Mr. Katz is a certified public accountant
licensed in New York.
Mr. Howard Breslow has been director of the Company since April
1993. He has been a practicing attorney in New York for more than 35
years and is a member of the law firm of Breslow & Walker, LLP, New
York, New York, which serves as general counsel to the Company.
Mr. Breslow currently serves as a director of Excel Technology, Inc.,
a publicly held company engaged in the development and sale of laser
products, Cryomedical Science, Inc., a publicly held company engaged
in the research, development and sale of products for use in low
temperature medicine, Vikonics, Inc. a publicly held company engaged in
the design and sale of computer based security systems, and FIND/SVP,
Inc., a publicly held company engaged in the development and marketing
of business information services.
Mr. Jay Rosengarten was appointed to the Board of Directors
effective February 1, 1998. Mr. Rosengarten, the former Board
Chairman of Shopwell, Chicago is an internationally recognized
consultant, author and lecturer on Consumer Marketing, Ethnic
Marketing and Business Management. Mr. Rosengarten has a J.D.
from Fordham University Law School. Mr. Rosengarten is a principal
in the Rosengarten Group, a management consulting firm, a position
he has held from 1993 to present.
BOARD OF DIRECTORS AND COMMITTEES
Gennaro Falivene is the uncle of Alfonso Falivene. No other
family relationship exists between any director or executive officer of
the Company.
The Company does not currently compensate its directors for
their services in such capacity.
The Board of Directors held two meetings during the year ended
March 31, 2000, which were attended by all directors except that
Howard Breslow and Gennaro Falivene did not attend one meeting. The
Company currently has no standing compensation or nominating committees
of the Board of Directors, or committees performing similar functions.
The Company has an audit committee consisting of Stephen M. Katz,
Howard S. Breslow and Jay Rosengarten. The audit committee reviews the
adequacy of the Company's internal controls, and meets periodically
with management and the Company's independent auditors. The audit
committee met once during the year ended March 31, 2000.
In connection with the preparation and filing of the Lucille Farms, Inc.
Annual Report on form 10K for the year ended March 31, 2000;
(1) The Audit committee reviewed and discussed the audited
financial statements with management;
(2) The Audit Committee discussed with the independent auditors
the material required to be discussed by SAS 61 (as may be modified or
supplemented);
(3) The Audit Committee reviewed the written disclosures and the
letter from the independent accountants required by the Independence
Standards Board Standard No.1, as may be modified or supplemented, and
discussed with the independent accountant the independent accountant's
independence; and
(4) Based on the review and discussions referred to above, the
Audit Committee recommended to the Board that the audited financial
statements be included in the 2000 Annual Report on Form 10K.
Stephen M. Katz, CPA, one of the audit committee members, also serves
as Vice President, Finance of the Company and is not independent under
the NASD's listing standards. However, inasmuch as he continues to
serve and the Company has a limited number of directors, it was
considered in the best interest of the Company for him to remain a
member of the Audit Committee at this time.
A copy of the written charter has been included as Appendix A
to this proxy statement.
Audit Committee
Jay Rosengarten
Howard Breslow
Stephen M. Katz
BENEFICIAL OWNERSHIP OF THE COMPANYS SECURITIES
The following table sets fourth, as of Sept. 1, 2000, certain
information with respect to the beneficial ownership of the common
stock of each person known by the Company to be the beneficial
owner of more than five (5%) percent of the outstanding Common Stock by
each director of the Company, each executive officer named in the
summary Compensation Table below, and by all executive officers and
directors of the Company as a group. Unless expressly indicated
otherwise, each stockholder exercises sole voting and investment
power with respect to the shares beneficially owned.
Amount and Nature
Name and Address of Beneficial Percent
Beneficial Owner Ownership of class
The Estate of 219,917 7.4%
Philip Falivene
Box 125
Swanton, Vt. 05488
Gennaro Falivene 327,417 11.0%
Box 125
Swanton, VT 05488
Alfonso Falivene (1) 464,917 15.6%
Box 517
150 River Road
Montville, NJ 07045
Stephen Katz (2) 85,750 2.9%
Box 517
150 River Road
Montville, NJ 07045
B&W Investment Associates 193,799 6.5%
c/o Howard S. Breslow
14 Parkwood Lane
Dix Hills, NY 11746
Howard S. Breslow 193,799 (3) 6.5%
14 Parkwood Lane
Dix Hills, NY 11746
Jay M. Rosengarten 25,000 (4) .8%
Box 517
150 River Road
Montville, NJ 07045
All officers and
directors as a group(seven)1,398,050 46.7%
(1) Includes for purposes of this table 7,500 shares owned by Mr.
Falivene's wife and 20,000 shares owned by one of his children.
(2) Includes for purposes of this table 40,000 shares owned by Mr.
Katz's wife.
(3) Represents all of the shares owned by B&W Investment Associates
a partnership of which Howard S. Breslow, a director of the
Company, is a partner.
(4) Includes 25,000 shares issuable under outstanding options.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is not aware of any late filings of, or failure to file,
the reports required by sections 16(a)of the Securities Exchange Act of
1934, as amended.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
Name Age Position and Offices with the Company
Gennaro Falivene 70 Vice Chairman of the Board of Directors,
Executive Vice President-Quality Control
Alfonso Falivene 58 Director, President and Chief Executive
Officer
Stephen M. Katz 65 Director, Vice President-Finance and
Administration, Chief Financial Officer
and Secretary
David McCarty 44 Vice President-Sales and Marketing
Officers are appointed by and hold office at the pleasure of the
Board of Directors. Set forth below is a biographical description of
each executive officer of the Company who is not also a director
of the Company, based on information supplied by him.
David McCarty has been Vice President-Marketing and Sales of the
Company since April 1993. From July 1991 to March 1993, Mr. McCarty
was the Vice President of Braff & Company, Inc. From February 1990 to
July 1991, Mr. McCarty was the New York area Manager for Good Humor,
a division of Thomas J. Lipton, where he established a new distribution
network, created a sales promotion program and aided in reversing a
sales decline and increasing sales. From August 1986 to February
1990, Mr. McCarty was the Director of Marketing of Braff & Company Inc,
From 1982 to 1986, Mr. McCarty was the Director of Marketing (1985 and
1986) and National Sales Manager (1982-1985) for Ginseng VP Corp., a
"New Age" beverage corporation.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's last
three fiscal years to the Company's Chief Executive Officer and to each
of the Company's executive officers who receive salary, bonus and
other compensation payments in excess of $100,000 during the year
ended March 31, 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Fiscal Other Annual
Name and Principal Positions Year Salary Bonus Compensation(1)
Alfonso Falivene 2000 $110,000 - $9,000
President and Chief 1999 $110,000 - $8,000
Executive Officer 1998 $106,000 - $8,000
Gennaro Falivene 2000 $108,000 - $5,000
Executive Vice 1999 $106,000 - $4,000
President-Quality Control 1998 $106,000 - $4,000
(1) Represents automobile allowances and/or automobile lease payments
for the benefit of such employee
EMPLOYEE AGREEMENT
Effective April 1, 2000, there are no employee agreements in effect.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
During the fiscal year ended March 31, 2000, the entire Board
of Directors held primary responsibility for determining executive
compensation levels. The goals of the Company's compensation program
is to align compensation with business objectives and performance and
to enable the Company to attract, retain and reward executive officers
and other key employees who contribute to the long term success of
the Company.
The Chief Executive Officer's compensation for the fiscal year
ended March 31, 2000 was determined by the Board of Directors (without
the vote of Mr. Alfonso Falivene) based on the Company's performance
in fiscal 1999, anticipated performance in fiscal 2000, and the level
of salaries of chief executive officers in a peer group consisting of
cheese manufacturers and/or food processors having sales levels
comparable to the Company.
Alfonso Falivene
Gennaro Falivene
Jay Rosengarten
Howard Breslow
Stephen M. Katz
COMPENSATION COMMITTEE INTERLOCKS AND INSIDE PARTICIPATION
During the year ended March 31, 2000, Messrs. Alfonso Falivene,
Gennaro Falivene, and Stephen Katz were each officers of the Company
as well as directors of the Company who participated in deliberations
of the Company's Board of Directors concerning executive officer
compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At March 31, 2000, Alfonso Falivene, Gennaro Falivene and the
estate of Philip Falivene each was indebted to the Company in the
amount of $31,666, $31,667, and $31,667, respectively. Such
indebtedness is represented by promissory notes, dated as of June 1,
1992, with the principal due on June 1, 2001. The notes bear interest
at the rate of 9% per annum, which interest is payable annually.
The Company leases a parcel of land adjacent to its facility.
This parcel is owned by three of its officers, Messrs. Alfonso
Falivene, Gennaro Falivene, and the Estate of Philip Falivene. The
space is used as an employee parking lot and its use was required in
conjunction with the construction of the new Whey drying facility. The
lease is for a ten year period. Rentals are $750.00 monthly for the
first five years and $900.00 monthly for the additional five year
period. Rent expense for the years ended March 31, 2000 and 1999 was
$9,000 and $6,000 respectively. This lease has a purchase option to
purchase at fair market value at the end of the ten year period. This
lease was assigned to the bank in conjunction with the Whey Plant
financing.
The Company leases a portion of its Montville, New Jersey offices
from Messrs. Alfonso Falivene, Gennaro Falivene, and the Estate of
Philip Falivene the joint owners of the office condominium unit.
During the fiscal years ended March 31, 1998, 1999,and 2000, the
Company paid approximately $14,000, $14,000 and $14,000, respectively,
toward the rental of such offices. The Company currently pays $1,200
per month rent for such premises on a month-to-month basis. The Company
also leases an additional 900 adjacent square feet for $750.00 monthly
on a month-to-month basis. These premises are also owned by Messrs.
Alfonso Falivene, Gennaro Falivene, and the Estate of Philip Falivene.
This space is primarily used for marketing operations. Rent expense
for this space was $9,000, $9,000, and $9,000, respectively, for the
years ended March 31, 1998, 1999, and 2000.
The Company has retained Jay Rosengarten as an independent sales
consultant. Mr. Rosengarten has been paid $50,000 for his services.
The Company is the owner and beneficiary of life insurance
policies on the lives of Messrs. Falivene, each in the amount of
$300,000. In the event of the death of any such insured, the Company
has agreed (subject to tender) to utilize the proceeds of such policy
to purchase shares of Common Stock from the deceased's estate at the
market value of such shares on the date of death.
STOCK PERFORMANCE GRAPH
The following chart compares the percentage change in the
cumulative total stockholder return of the common stock during the
period from March 31, 1995 through the fiscal year ended March 31, 2000
with the cumulative total return on the NASDAQ Composite Index and the
Company Peer Group. The comparison assumes $100,000 was invested in
the Common Stock on March 31, 1995, and in each of the stocks included
in the NASDAQ Composite Index and the Company Peer Group.
(GRAPH OMMITED)
Legend
CRSP Total Returns Index For: 3/95 3/96 3/97 3/98 3/99 3/00
LUCILLE FARMS, INC. 100.0 110.3 62.1 34.5 89.7 144.8
NASDAQ Stock Market
(US Companies) 100.0 135.8 150.9 228.8 309.1 574.9
NASDAQ Stocks
(SIC 5140-5149 US Companies)
Groceries and Related
Products: 100.0 125.6 184.0 339.6 308.1 256.8
Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using market capitalization
on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 03/31/1995.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected the accounting firm of
Citrin Cooperman & Company, LLP to serve as independent auditors
of the Company and proposes the ratification of such decision. A
representative of Citrin Cooperman& Company, LLP is expected to be
present at the meeting to make a statement if he wishes to do so and to
respond to appropriate stockholder questions.
The Board of Directors recommends a vote FOR ratification of the
selection of Citrin Cooperman & Company, LLP as the independent
auditors for the Company for the fiscal year ending March 31, 2001.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the
2001 Annual Meeting should submit their proposals in writing to the
Secretary of the Company at the address of the Company set forth on
the first page of this Proxy Statement. Proposals must be received
by the Secretary no later than June 3, 2001 in order that they be
considered for inclusion in proxy statements and proxy card relating to
that meeting. Stockholders who intend to present a proposal at the
Company's 2001 Annual Meeting of Stockholders without inclusion of
such proposal in the Company's proxy materials are required to provide
notice of such proposal to the Company no later than August 18, 2001.
The Company reserves the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to stockholders of the Company for the year
ended March 31, 2000, including audited consolidated financial
statements, has been mailed to the stockholders concurrently herewith,
but such report is not incorporated in this Proxy Statement and is
not deemed to be a part of the proxy solicitation material.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the meeting. Should any
other matters come before the meeting or any adjournments thereof, the
persons named in the enclosed proxy will have the discretionary
authority to vote all proxies received with respect to such matters in
accordance with their judgements.
A copy of the Company's Annual Report on Form-10K, as filed with
the Securities and Exchange Commission (exclusion of exhibits), will be
furnished without charge to any stockholder upon written request to
Stephen M. Katz, Vice President-Finance and Administration and Chief
Financial Officer, 150 River Road, P.O. Box 517, Montville, NJ 07045.
By Order of the Board of Directors
Stephen M. Katz, Secretary
Montville, New Jersey
October 20, 2000
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE OF LUCILLE FARMS, INC.
1. Membership of the Committee. The Audit Committee ("Committee") of
the Board of Directors ("Board") of Lucille Farms, Inc. (the "Company")
shall consist of at least three directors who are independent (as
defined below). Each member of the Committee shall be able to read and
understand financial statements. In addition, the Committee shall
consist of at least one member who possesses past employment experience
in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background that
results in the member's financial sophistication. Each member shall be
free of any relationship that, in the opinion of the Board, would
interfere with his or her individual exercise of independent judgment.
Furthermore, a director will not be considered independent if he or she
has:
a. been employed by the Company or its affiliates in the current
or past three years;
b. accepted any compensation from the Company or its affiliates
in excess of $60,000 during the previous fiscal year (except
for board service, retirement plan benefits, or non-
discretionary compensation);
c. an immediate family member who is, or has been in the past
three years, employed by the Company or its affiliates as an
executive officer;
d. been a partner, controlling shareholder or an executive
officer of any for-profit business to which the Company
made, or from which it received, payments (other than those
which arise solely from investments in the Company's
securities) that exceed five percent of the organization's
consolidated gross revenues for the year, or $200,000,
whichever is more, in any of the past three years; or
e. been employed as an executive of another entity where any of
the Company's executives serve on that entity's compensation
committee.
Notwithstanding the above, one director who is not
independent, a current employee of the Company, or an
immediate family member of an employee of the Company, may be
appointed to the Committee. The Board may appoint a non-
independent director where they determine that such
membership on the Committee is required by the best interests
of the Company and its shareholders. Where a non-independent
director has been appointed, the Board must disclose the
nature of the relationship and the reasons for the appointment
in the next annual proxy statement. At no time, however, may
the Company have more than one non-independent director
serving on the Committee.
2. Role and Independence of the Committee. The Committee shall
assist the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting,
auditing, and reporting practices of the Company and perform
such other duties as directed by the Board. The Committee
shall maintain free and open communication. The Committee
shall hold private executive sessions, at least annually, with
the independent accountants, the internal auditors, and the
management of the Company. In discharging its oversight role,
the Committee shall investigate any matter brought to its
attention by the auditors.
3. Revision of the Charter. This charter shall be reviewed and,
if necessary, updated on an annual basis.
4. Accountability of Auditors. The auditors shall be accountable to
the Board of Directors and the Committee as representatives of the
Company's shareholders.
5. Scope of Committee's Responsibilities. The audit committee's
primary responsibilities and processes shall include:
a. Ensuring the receipt of a formal written statement from the
outside auditor that delineates all relationships between the
auditor and the Company, and considering such affirmation in
determining if the auditor is in fact independent;
b. Actively engaging in dialogue with the auditor with respect to
any disclosed relationships or services that may impact the
objectivity and independence of the auditor and taking
appropriate action to oversee such independence;
c. Selecting, evaluating, and, where appropriate, replacing the
outside auditor after such decision has been made by the
Committee and Board as representatives of the Company's
shareholders.
6. Meeting Frequency. The Committee will meet annually, at a
minimum, to review and reassess the adequacy of this formal
written charter.
7. Implementation. All actions necessary to comply with this
Committee Charter shall be implemented by June 14, 2001.
Prior to the implementation date, however, the Committee
may consist of a majority of independent directors.
Lucille Farms, Inc.
150,RIVER ROAD, PO BOX 517, MONTVILLE, NJ 07045
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, acknowledging receipt of the proxy
statement dated October 20, 2000 of Lucille Farms, Inc. hereby
constitutes and appoints Alfonso Falivene and Stephen M. Katz
and each or any of them, attorney, agent and proxy of the undersigned,
with full power of substitution to each of them, for and in the name,
place and stead of the undersigned on the books of said corporation
on October 16, 2000, at the Annual Meeting of Stockholders of Lucille
Farms, Inc. to be held at the Embassy Suites Hotel, 909 Parsippany
Blvd., Parsippany, New Jersey 07045 on November 16, 2000, at 10:30
A.M., Eastern Standard Time, and any adjournments thereof.
When properly executed, this proxy will be voted as designated
by the undersigned. If no choice is specified, the proxy will be voted
FOR the following proposals, which are set forth in the Proxy
Statement.
1. ELECTION OF DIRECTORS
_______ For all nominees listed below
(except as marked to the contrary below)
_______ Withhold Authority to vote for all nominees
listed below
Gennaro Falivene, Alfonso Falivene, Stephen M. Katz
Howard S. Breslow, Jay M. Rosengarten
(INSTRUCTION: to withhold authority to vote for any individual
nominee, strike a line through or otherwise strike
nominee's name in the list above.)
2. PROPOSAL TO RATIFY THE SELECTION OF CITRIN COOPERMAN & CO.,
LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING MARCH 30, 2001.
FOR____ AGAINST____ ABSTAIN____
3. TO VOTE, IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
DATED: __________________,2000
______________________________
Signature
_______________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE
