<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
MIKASA, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MIKASA, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 1999
---------------------
To Our Stockholders:
The Annual Meeting of Stockholders of Mikasa, Inc. (the "Company") will be
held at the Long Beach Hyatt Regency Hotel, 200 South Pine Avenue, Long Beach,
California 90802, on May 26, 1999, at 2:00 p.m. for the following purposes:
1. To elect three directors, each to serve a three-year term; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
The Board of Directors has fixed April 2, 1999 as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK, DATE
AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE
ENCLOSED FOR THAT PURPOSE.
By Order of the Board of Directors
JOSEPH S. MUTO
SECRETARY
Secaucus, New Jersey
April 21, 1999
<PAGE>
MIKASA, INC.
ONE MIKASA DRIVE
SECAUCUS, NEW JERSEY 07096
(201) 867-9210
------------------------
PROXY STATEMENT
---------------------
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Mikasa, Inc. (the "Company") in connection with the Annual Meeting
of Stockholders to be held at 2:00 p.m. on May 26, 1999, at the Long Beach Hyatt
Regency Hotel, 200 South Pine Avenue, Long Beach, California 90802, and at any
and all adjournments thereof.
This Proxy Statement and accompanying proxy will first be mailed to
stockholders on or about April 21, 1999. The costs of solicitation of proxies
will be paid by the Company. In addition to soliciting proxies by mail, the
Company's officers, directors and other regular employees, without additional
compensation, may solicit proxies personally or by other appropriate means. The
Company will reimburse brokers, banks, fiduciaries and other custodians and
nominees holding Common Stock in their names or in the names of their nominees
for their reasonable charges and expenses in forwarding proxies and proxy
materials to the beneficial owners of such Common Stock.
VOTING RIGHTS AND OUTSTANDING SHARES
Only stockholders of record of the Company's Common Stock as of April 2,
1999, will be entitled to vote at the Annual Meeting. On April 2, 1999, there
were outstanding 17,688,395 shares of Common Stock, which constituted all of the
outstanding voting securities of the Company. Each share of Common Stock is
entitled to one vote on all matters to come before the Annual Meeting.
Assuming a quorum is present, the affirmative vote of a plurality of the
votes cast will be required for the election of directors, and the affirmative
vote of a majority of the votes cast will be required to act on all other
matters to come before the Annual Meeting. For purposes of determining the
number of votes cast with respect to any voting proposal, the sum of votes cast
and abstentions is included. Abstentions with respect to any proposal are
counted as "shares present" and have the effect of a vote "against" such
proposal as to which they are specified. Broker non-votes with respect to any
proposal are not considered "shares present" and, therefore, have the effect of
reducing the number of affirmative votes required to achieve a majority of the
votes cast for such proposal.
REVOCABILITY OF PROXIES
Proxies must be written, signed by the stockholder and returned to the
Secretary of the Company. Any stockholder who signs and returns a proxy may
revoke it at any time before it is voted by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a date later than
the date of the proxy being revoked. Any stockholder attending the Annual
Meeting in person may withdraw such stockholder's proxy and vote such
stockholder's shares.
<PAGE>
DIRECTORS
The Board of Directors is divided into three classes, with the terms of each
class ending in successive years. Three directors are to be elected at the
Annual Meeting to hold office for a term of three years expiring at the third
succeeding Annual Meeting. Certain information with respect to the nominees for
election as directors at the Annual Meeting and the other directors whose terms
of office will continue after the Annual Meeting is set forth below.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AGE
- ------------------------------------------ --------------------------------------------------------------- ---
<S> <C> <C>
NOMINEES FOR TERMS OF OFFICE EXPIRING IN THREE YEARS
RAYMOND B. DINGMAN........................ Mr. Dingman was named Chief Executive Officer of the Company in 53
August 1996. He has also served as President, Chief Operating
Officer and a director of the Company since December 1993, was
Chief Financial Officer of the Company from December 1993 until
May 1995 and was Executive Vice President and Controller of the
Company from 1990 until December 1993.
NORMAN R. HIGO............................ Mr. Higo has served as a director of the Company since 1985. He 60
retired from the Company as an officer effective November 1,
1995 and served as a consultant to the Company through February
1997. Mr. Higo had served as Executive Vice President and
Treasurer since 1985, as President and Chief Operating
Officer-- International Operations since December 1993 and as
Secretary of the Company from 1985 until September 1994.
MICHAEL LAX............................... Mr. Lax has served as a director since February 1995. Since 69
1965, he has been President of Michael Lax Associates, Inc., an
industrial design firm. Mr. Lax's designs are included in the
permanent collections of The Museum of Modern Art (New York
City), The Musee des Arts Decoratifs de Montreal and the Denver
Art Museum.
DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN ONE YEAR
ALFRED J. BLAKE........................... Mr. Blake was named Chairman of the Board of the Company in 61
December 1993. From 1976 until August 1996, he served as Chief
Executive Officer. He has served as a director since 1976 and
was also the Company's President from 1976 until December 1993.
ROBERT H. HOTZ............................ Mr. Hotz was elected a director of the Company in August 1994. 54
Since 1991, Mr. Hotz has been a Managing Director at Warburg
Dillon Read LLC. From 1968 to 1991, he was employed by Smith
Barney Inc. where he last served as a Senior Executive Vice
President. Mr. Hotz is also a director of Universal Health
Services, Inc. and Warburg Dillon Read LLC.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AGE
- ------------------------------------------ --------------------------------------------------------------- ---
<S> <C> <C>
JOSEPH S. MUTO............................ Mr. Muto has served as a director of the Company since 1985. He 56
was appointed Secretary and General Counsel of the Company in
September 1994. Prior to joining the Company, Mr. Muto was a
partner in the law firm of Kelley Drye & Warren LLP in Los
Angeles, California.
DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN TWO YEARS
GEORGE T. ARATANI......................... Mr. Aratani has served as Chairman Emeritus of the Board of 81
Directors of the Company since December 1993. Prior to that
time, he was Chairman of the Board. Mr. Aratani became Chief
Executive Officer and a director of the Company in 1939 and
served as Chief Executive Officer until 1976.
ANTHONY F. SANTARELLI..................... Mr. Santarelli has served as a director of the Company since 56
December 1993 and as Executive Vice President-- Operations
since 1990.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Audit Committee is currently comprised of Messrs. Hotz and Lax. It is
responsible for advising the Board of Directors in connection with the Company's
annual audit and meeting with the Company's independent accountants to review
the Company's internal controls and financial management practices. The Audit
Committee held one meeting in 1998.
The Compensation Committee, currently comprised of Messrs. Hotz and Lax,
oversees the Company's executive officer compensation program, including the
grant of bonuses, and administers the Mikasa, Inc. 1998 Long-Term Stock
Incentive Plan. The Compensation Committee held one meeting in 1998.
The Board of Directors does not have a Nominating Committee.
The Board of Directors held three meetings during 1998. None of the
incumbent directors attended fewer than 75% of the Board meetings and committee
meetings of which he was a member, except that Mr. Aratani did not attend two
Board meetings in March and October, 1998. The Board of Directors has an
Executive Committee which is comprised of Messrs. Blake, Dingman and Santarelli.
The members of the Executive Committee confer on a regular basis between
meetings of the Board of Directors with respect to major policy and significant
business and operational decisions with respect to the Company.
DIRECTORS' COMPENSATION
Non-employee directors receive $15,000 annually, payable quarterly, as
compensation for serving on the Board of Directors, plus $500 for each Board
meeting attended and $500 for each Committee meeting attended held other than in
conjunction with a regular Board meeting. Non-employee directors are reimbursed
for their reasonable expenses incurred in attending meetings. Eligible
non-employee directors participate in the Non-Employee Directors Stock Option
Plan (the "Directors Plan") which provides for automatic grants of options to
non-employee directors. Former employees are not eligible to participate in the
Directors Plan. Under the Directors Plan, each eligible non-employee director
who has been elected or who is continuing as a member of the Board of Directors
is granted an option to purchase 2,500 shares of the Company's Common Stock on
the date of each Annual Meeting of the Company's stockholders. Options are
granted at 100% of the fair market value of the Company's Common Stock on the
grant date and have a term of ten years. Option grants vest 50% on the first
anniversary of the grant date and in full on the second anniversary of the grant
date. Messrs. Hotz and Lax were the only Directors eligible to participate in
the Directors Plan in 1998.
3
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer, the Chairman of the Board and each of the two other executive officers
(the "Named Executive Officers") for each of the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
UNDERLYING
OPTIONS(#)
ANNUAL -------------
COMPENSATION LONG-TERM
-------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS COMPENSATION($)(1)
- ------------------------------------------------ --------- --------- --------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Raymond B. Dingman.............................. 1998 356,700 190,000 50,000 2,500
Chief Executive Officer, President 1997 356,700 200,000 50,000 2,375
and Chief Operating Officer 1996 318,000 220,000 300,000 2,375
Alfred J. Blake................................. 1998 356,700 190,000 50,000 0
Chairman of the Board 1997 356,700 200,000 50,000 0
1996 397,630 220,000 50,000 0
Anthony F. Santarelli........................... 1998 254,800 190,000 50,000 0
Executive Vice President-- 1997 254,800 200,000 50,000 0
Operations 1996 231,440 195,000 50,000 0
Brenda W. Flores(2)............................. 1998 114,600 52,500 10,000 1,720
Vice President and Chief Financial 1997 111,300 55,000 10,000 1,670
Officer 1996 107,000 70,000 20,000 2,210
</TABLE>
- ------------------------
(1) Represents Company contributions to the accounts of the specified executive
officers under the Company's 401(k) Plan.
(2) Ms. Flores, age 45, has been the Chief Financial Officer of the Company
since May 1995 and a Vice President since December 1993. Ms. Flores was
Chief Accounting Officer and Controller from December 1993 to May 1995 and
was Director of Accounting from April 1986 to December 1993.
The Company entered into an Employment and Consulting Agreement, dated
August 6, 1996, with Mr. Blake (the "Employment Agreement"). Under the
Employment Agreement, Mr. Blake agreed to serve as Chairman of the Board for a
two-year period at an annual base salary established by the Board of Directors
(which, for 1998, was $356,700) plus benefits and executive perquisites
consistent with Company policy, subject to upward adjustments. After such
two-year period, Mr. Blake would serve as a consultant for six years for an
annual payment of $200,000. During and for two years after such consulting
period, Mr. Blake agreed not to compete with the Company in any country where
the Company does significant business. The Company and Mr. Blake are in
discussions regarding an extension to the two year employment period and other
changes to the Employment Agreement, which discussions are not yet final.
The following table sets forth grants of stock options during the fiscal
year ended December 31, 1998 to the Named Executive Officers. No stock
appreciation rights were granted to, and no stock options were exercised by, any
Named Executive Officers during fiscal 1998.
4
<PAGE>
OPTION GRANTS FOR FISCAL YEAR 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF STOCK
--------------------------------------------- PRICE APPRECIATION FOR
% OF TOTAL OPTION PER SHARE OPTION TERM(2)
OPTIONS GRANTS TO EMPLOYEES EXERCISE EXPIRATION ----------------------
GRANTED(1) IN FISCAL 1998 PRICE($/SH) DATE 5%($) 10%($)
----------- ------------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Raymond B. Dingman........................ 50,000 15.97% $ 10.375 12/14/08 $ 326,242 $ 826,732
Alfred J. Blake........................... 50,000 15.97 10.375 12/14/08 326,242 826,732
Anthony F. Santarelli..................... 50,000 15.97 10.375 12/14/08 326,242 826,732
Brenda W. Flores.......................... 10,000 3.19 10.375 12/14/08 65,248 165,346
</TABLE>
- ------------------------
(1) These options were granted under the Company's Incentive Plan with ten year
terms. Options vest at the rate of 50% one year from the date of grant and
the remaining 50% two years from the date of grant.
(2) Potential realizable value is based on the assumption that the Common Stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the option term. The actual value, if any, an
executive may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised (if the executive were to
sell the shares on the date of exercise); there is no assurance that the
value realized will be at or near the potential realizable value as
calculated in this table.
DEFINED BENEFIT PENSION PLAN
The following table shows the estimated annual retirement benefits that
would be payable under the Company's Defined Benefit Pension Plan, assuming
retirement at age 65.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF MIKASA SERVICE AT 12/31/98
-----------------------------------------------------
COMPENSATION 15 20 25 30 35
- ----------------------------------------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$235,840................................................... $ 79,978 $ 82,689 $ 84,315 $ 85,400 $ 86,174
225,000................................................... 77,105 79,457 80,868 81,809 82,481
200,000................................................... 70,480 72,004 72,918 73,528 73,963
175,000................................................... 63,855 64,551 64,968 65,246 65,445
150,000................................................... 56,700 56,700 56,700 56,700 56,700
125,000................................................... 46,763 46,763 46,763 46,763 46,763
</TABLE>
Compensation covered by the Company's Defined Benefit Pension Plan includes
the employee's base salary and annual bonus, if any, which is the same as the
compensation disclosed in the Salary and Bonus columns of the Summary
Compensation Table, subject to the limitation on maximum compensation which may
be considered in computing benefits under qualified pension plans as set by the
Internal Revenue Service each year. The above table takes into account the
effect of the drop in maximum allowable compensation from $235,840 in 1993 to
$150,000 in 1994 and a rounded cost of living adjustment thereafter. The maximum
allowable compensation for the 1999 plan year is $160,000. Benefits are
determined on the basis of a participant's years of service and compensation
during the employee's highest compensated five consecutive years of employment.
The benefits set forth in the table are computed on a straight-life annuity
basis, assuming retirement at age 65, and are subject to an offset for Social
Security benefits. As of December 31, 1998, Mr. Blake was credited with 30 years
of service, Mr. Dingman was credited with 25 years of service, Mr. Santarelli
was credited with 27 years of service and Ms. Flores was credited with 12 years
of service. The covered compensation of all of the Named Executive Officers is
presently at the Internal Revenue Service limitation described above.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1998, the Compensation Committee, which is currently comprised of
Messrs. Hotz and Lax, made compensation decisions for the Company's executive
officers. The policy of the Committee is that the compensation programs for
executive officers should be effective to attract and retain key executives
responsible for the success of the Company and should be administered for the
long-term interests of the Company and its stockholders. The Company endeavors
to align total compensation for senior executives with Company performance.
The Committee considers various indicators of corporate and individual
performance in determining compensation for executive officers. The Committee
also evaluates executive officer compensation in light of available information
regarding executive salary levels paid by selected competitors and other
available information regarding industry compensation practices that is
available to the Committee. However, the Committee does not target a specific
company or compensation percentile range within the peer group. The Committee's
overall determinations are subjective; it does not apply any specific formula in
making compensation decisions.
BASE SALARY. For 1998, with the exception of Brenda W. Flores, the
Committee did not increase annual base salary levels from the levels in effect
in 1997. Ms. Flores' increase in annual base salary is as reflected in the
Summary Compensation Table.
ANNUAL BONUS. Executive officers, including the Chief Executive Officer,
and other management personnel are eligible to receive an annual bonus. The
bonus pool for 1998 benefited approximately 90 participants within the
management of the Company. In late 1998, the Chief Executive Officer made
recommendations to the Committee regarding the size of the bonus pool and
individual bonuses for the year for all executive officers except himself. The
Committee determined the size of the 1998 bonus pool based on its review of the
Company's overall performance during 1998 and the Chief Executive Officer's
recommendation. The Committee awarded individual bonuses based upon a
consideration of its general compensation policies and criteria and its
subjective judgment with respect to the performance of the Company during the
relevant period and the performance of the participant in relation to the level
of responsibility of the participant.
LONG-TERM INCENTIVE AWARDS. The Company's Incentive Plan permits awards to
eligible employees of incentive stock options, non-qualified stock options,
stock appreciation rights and other stock awards. The Board of Directors
believes that the Incentive Plan encourages key personnel of the Company to
increase their interest in the Company's long-term success, thus better linking
employee and stockholder interests, and motivates executive officers to make
long-term decisions which are in the best interest of the Company and that will,
over the long run, generate the best return to stockholders. In December 1998,
the Board granted stock option awards to executive officers pursuant to the
Incentive Plan for their performance during 1998. The grants were based upon the
Board's consideration of the Company's general compensation policies and
criteria, as explained above, and its subjective judgment with respect to the
performance of the Company during the relevant period and the performance of the
participant in relation to the level of responsibility of the participant. The
Board also considered existing stock holdings of individual executive officers
when making such grants.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Committee maintained Mr.
Dingman's base salary in 1998 at the same level as in 1997. Near year end, the
Committee awarded a bonus of $190,000 to Mr. Dingman pursuant to the Company's
annual bonus program.
During the year, the Committee elected to award Mr. Dingman options to
purchase 50,000 shares of Common Stock. The Committee concluded that a
substantial portion of Mr. Dingman's compensation should be dependent upon an
increase in stockholder value over the current levels and that the Committee
looked to Mr. Dingman for leadership in achieving such increase. The award of
options to Mr. Dingman was made with respect to performance in 1998.
6
<PAGE>
The factors considered by the Committee in making these compensation
decisions with respect to 1998 included (i) growth in net sales and the negative
impact on earnings of a restructuring charge and certain duplicative expenses
related to the consolidation of east coast distribution into the Charleston,
South Carolina facility, (ii) the increase in the number of Company-owned
stores, (iii) an increased presence in Canada, and substantial contribution to
increased international net sales, resulting from the opening of two additional
Company-owned stores, (iv) the planning, construction and transfer of east coast
distribution to the Company's distribution center in Charleston, South Carolina,
(v) a broadening of the Company's product line, (vi) increased levels of cash
flow from operations and (vii) overall competitive environment and operating
results of key competitors.
POLICY WITH RESPECT TO INTERNAL REVENUE CODE SECTION 162(M). In 1993, the
Internal Revenue Code of 1986 (the "Code") was amended to add Section 162(m).
Section 162(m) and the regulations thereunder place a limit of $1,000,000 on the
amount of compensation that may be deducted by the Company in any year with
respect to certain of the Company's most highly compensated officers. Section
162(m) does not, however, disallow a deduction for qualified "performance-based
compensation," the material terms of which are disclosed to and approved by
stockholders. Awards pursuant to the Company's Long-Term Incentive Plan in 1998
generally should qualify as "performance-based compensation." The Board of
Directors plans to take such actions in the future to minimize the loss of tax
deductions related to compensation as they deem necessary and appropriate in
light of specific compensation objectives.
Robert H. Hotz
Michael Lax
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Mr. Hotz is a
Managing Director and a Director of Warburg Dillon Read LLC, which investment
banking firm acted as financial adviser to the Company in 1998.
CERTAIN TRANSACTIONS
Mr. Blake and Mr. Santarelli are the partners of Main Street Associates, a
general partnership. The Company leases from Main Street Associates its factory
store premises located at 93-95 Main Street, Flemington, New Jersey. Mr.
Santarelli was not a director of the Company at the time this lease was
approved. The original lease had a term of ten years expiring in August 1999
(with no renewal options). In March of 1999, the lease was amended to extend the
term to August 2009 (with no renewal options) and for an annual lease payment in
the amount of $172,800 commencing September 1, 1999 and increasing at a rate of
3% per year. The extension is upon terms which management believes are
comparable to those prevailing in arms-length transactions for similar
extensions at the time of its execution.
7
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return on the Company's Common
Stock from May 25, 1994, when the Company went public, to December 31, 1998 with
the Standard & Poor's 500 Composite Stock Price Index and a peer group index.
The peer group index is comprised of Bed Bath & Beyond, Inc., The Bombay
Company, Inc., General Housewares Corporation, Lechters, Inc., Libbey Inc.,
Lifetime Loan Corporation, Newell Companies, Oneida Ltd., Pier 1 Imports, Inc.,
Waterford Wedgwood plc. (ADR) and Williams-Sonoma, Inc. The graph assumes a $100
investment at the beginning of the period and the reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
QUARTERS ENDING DOLLARS
MIKASA INC. S&P 500 INDEX PEER GROUP
<S> <C> <C> <C>
25May94 $100.00 $100.00 $100.00
Jun94 $105.36 $97.58 $101.99
Sep94 $117.00 $102.35 $105.92
Dec94 $116.97 $102.34 $102.75
Mar95 $122.32 $112.30 $107.74
Jun95 $106.25 $123.02 $103.39
Sep95 $103.57 $132.80 $107.86
Dec95 $96.43 $140.79 $112.35
Mar96 $84.82 $148.35 $125.16
Jun96 $78.57 $155.01 $140.18
Sep96 $75.89 $159.80 $140.05
Dec96 $73.22 $173.12 $144.50
Mar97 $80.36 $177.76 $147.79
Jun97 $102.24 $208.79 $181.44
Sep97 $99.92 $224.43 $190.16
Dec97 $105.24 $230.87 $202.94
Mar98 $97.92 $263.08 $239.37
Jun98 $92.83 $271.77 $245.27
Sep98 $81.77 $244.73 $202.76
Dec98 $93.62 $296.85 $229.28
</TABLE>
COMPANY PROPOSALS
The following proposal will be submitted for stockholder consideration and
voting at the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The following persons are nominated for election as directors to hold office
for a term of three years expiring at the third succeeding Annual Meeting:
Raymond B. Dingman
Norman R. Higo
Michael Lax
The nominees listed above are current members of the Board of Directors. All
proxies received by the Board of Directors will be voted for the nominees if no
directions to the contrary are given. In the event that the nominees are unable
or decline to serve, an event that is not anticipated, the proxies will be voted
8
<PAGE>
for the election of nominees designated by the Board of Directors, or if none
are so designated, will be voted according to the judgment of the person or
persons voting the proxy.
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of the
shares entitled to be voted shall be elected as directors. Votes withheld from
any director are counted for purposes of determining the presence or absence of
a quorum for the transaction of business, but have no other legal effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 5, 1999, with respect
to Common Stock of the Company beneficially owned (as defined by applicable
rules for proxy statement reporting purposes) by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each director and director nominee of the Company, (iii) each Named
Executive Officer and (iv) all directors and executive officers of the Company
as a group. Except as noted below, and subject to applicable community property
and similar laws, each stockholder has sole voting and investment powers with
respect to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT OF SHARES
NAME COMMON STOCK(5) OF COMMON STOCK
- --------------------------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Alfred J. Blake(1)......................................................... 4,078,853 21.6%
George T. Aratani(1)(2).................................................... 2,488,469 13.2
Norman R. Higo(1)(3)....................................................... 1,786,484 9.4
Anthony F. Santarelli(1)................................................... 1,702,038 9.0
Raymond B. Dingman(1)(4)................................................... 1,666,537 8.8
Tadao Yamada(1)............................................................ 1,272,463 6.7
Brenda W. Flores........................................................... 97,146 *
Joseph S. Muto............................................................. 33,065 *
Robert H. Hotz............................................................. 15,250 *
Michael Lax................................................................ 6,250 *
All directors and executive officers as a group (9 persons)................ 62.8%
</TABLE>
- ------------------------
* Less than one percent
(1) The address for Messrs. Blake, Aratani and Higo is 20633 South Fordyce
Avenue, Long Beach, California 90810. The address for Messrs. Dingman,
Santarelli and Yamada is One Mikasa Drive, Secaucus, New Jersey 07094.
(2) Includes shares held in a trust as to which Mr. Aratani and his wife are
trustees.
(3) Includes shares held in a trust as to which Mr. Higo and his wife are
trustees.
(4) Includes shares held in a trust as to which Mr. Dingman is the trustee and
shares held in another trust as to which Mr. Dingman and his wife are
trustees.
(5) Includes options exercisable within 60 days as follows: A. J. Blake 122,500
shares; A. F. Santarelli 115,000 shares; R. B. Dingman 372,500 shares; B. W.
Flores 42,500 shares; J. S. Muto 30,000 shares; R. H. Hotz 6,250 shares;
Michael Lax 6,250 shares; and all directors and executive officers as a
group 695,000 shares.
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than ten percent of the Company's
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of the Common Stock of the
Company. To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, the Company believes that all of its officers and
directors and greater than ten percent beneficial owners complied with all
Section 16(a) filing requirements applicable to them with respect to
transactions during the fiscal year ended December 31, 1998, except that a Form
4 for Raymond Dingman was inadvertently not timely filed.
INDEPENDENT ACCOUNTANTS
The Company's Board of Directors has preliminarily selected
PricewaterhouseCoopers LLC as the Company's independent accountants for the
fiscal year ending December 31, 1999. A representative of PricewaterhouseCoopers
LLC is expected to be present at the Annual Meeting and will have the
opportunity to make a statement if the representative so desires and to respond
to appropriate questions.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Any stockholder intending to submit to the Company a proposal for inclusion
in the Company's Proxy Statement and proxy for the 2000 Annual Meeting must
submit such proposal so that it is received by the Company no later than
December 23, 1999. Stockholder proposals should be submitted to the Secretary of
the Company. No stockholder proposals were received for inclusion in this proxy
statement.
Pursuant to the Company's Bylaws, no business proposal will be considered
properly brought before the next annual meeting by a stockholder, and no
nomination for the election of directors will be considered properly made at the
next annual meeting by a stockholder, unless notice thereof, which contains
certain information required by the Bylaws, is provided to the Company no later
than 60 days prior to the date of the next annual meeting.
OTHER MATTERS
While the Notice of Annual Meeting of Stockholders calls for the transaction
of such other business as may properly come before the meeting, the Board of
Directors has no knowledge of any matters to be presented for action by the
stockholders other than as set forth above. The enclosed proxy gives
discretionary authority to the proxyholders with respect to (i) other business
that may properly come before the meeting and (ii) matters of which the Company
did not have notice by March 9, 1999.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the year ended December 31, 1998 is being
mailed to stockholders together with this Proxy Statement.
THE COMPANY WILL SEND TO STOCKHOLDERS UPON WRITTEN REQUEST, WITHOUT CHARGE,
A COPY OF THE COMPANY'S 1998 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS FOR A COPY SHOULD BE
DIRECTED TO THE SECRETARY, MIKASA, INC., ONE MIKASA DRIVE, SECAUCUS, NEW JERSEY
07096.
10
<PAGE>
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
By Order of the Board of Directors
JOSEPH S. MUTO
SECRETARY
Secaucus, New Jersey
April 21, 1999
11
<PAGE>
DETACH HERE
PROXY
MIKASA, INC.
ONE MIKASA DRIVE, SECAUCUS, NEW JERSEY, 07096
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond B. Dingman and Joseph S. Muto, or
either of them, with unlimited power of substitution, as Proxies to represent
the undersigned at the Annual Meeting of Stockholders of MIKASA, INC., to be
held on Wednesday, May 26, 1999 at the Long Beach Hyatt Regency Hotel, 200
South Pine Avenue, Long Beach, California 90802, at 2:00 p.m., or any
adjournment or adjournments thereof, and to vote, as directed on the reverse
side, all shares of Common Stock, which the undersigned would be entitled to
vote if then personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEE DIRECTORS LISTED AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
- --------------------------------------------------------------------------------
Disclosure Page 20
<PAGE>
File Date: 05/27/98
- --------------------------------------------------------------------------------
SIDE SIDE
DETACH HERE
/X/ Please mark
votes as in
this example
1. ELECTION OF DIRECTORS
NOMINEES: Raymond B. Digman, Norman R. Higo and Michael Lax
FOR all nominees / / / / WITHHOLD AUTHORITY
listed above to vote for all
(except as marked Nominees listed above
to the contrary below)
- --------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided above.)
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
MARK HERE FOR / / MARK HERE IF / /
ADDRESS CHANGE AND YOU PLAN TO ATTEND
NOTE AT LEFT THE MEETING
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY
PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED.
NOTE: Please sign exactly as your name appears at the left. When
shares are held by joint tenants, both should sign. When signing as
attorney, as executor, 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 or
limited liability company, please sign in partnership or limited
liability company name by authorized person.
Signature: Date:
----------------------------- -------------------
Signature: Date:
----------------------------- -------------------
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Disclosure Page 21
