As filed with the Securities and Exchange Commission on October 5, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
Schedule 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mikasa, Inc.
(Name of the Issuer)
Mikasa, Inc., Alfred J. Blake, Raymond B. Dingman, Anthony F. Santarelli,
George T. Aratani, J.G. Durand Industries, S.A., Mountain Acquisition Corp.
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(Name of the Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
59862T 10 9
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(CUSIP Number of Class of Securities)
AMY TUNIS, ESQ. PAUL FONTAINE
Secretary and Senior Counsel J.G. DURAND INDUSTRIES,
MIKASA, INC. S.A.
One Mikasa Drive 38 rue Adrien Danvers
Secaucus, New Jersey 07096-1549 62510 Arques, France
(201) 867-9210 011 3 21 93 00 00
Copies to:
VICTOR I. LEWKOW, ESQ. FREDERICK TANNE, ESQ.
DAVID LEINWAND, ESQ. Kirkland & Ellis
Cleary, Gottlieb, Steen & Hamilton Citigroup Center
One Liberty Plaza, 153 East 53rd Street
New York, New York 10006 New York, New York 10022
(212) 225-2000 (212) 446-4800
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(Name, Address and Telephone Number of Person Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [ ]
<PAGE>
CALCULATION OF FILING FEE
================================================= ==============================
Transaction Valuation* Amount of filing fee**
------------------------------------------------- ------------------------------
$245,107,168 $49,022
================================================ ===============================
*For purposes of calculating the filing fee only. Determined by (1) multiplying
14,325,295 shares of common stock, par value $0.01 per share, of Mikasa, Inc. by
$16.50 per share, and (2) adding thereto $8,739,800 anticipated to be paid to
certain persons holding options to acquire shares of common stock in
consideration of cancellation of such options (assuming an aggregate of
1,837,800 options are cancelled in exchange for cash in the transaction).
**The amount of the filing fee calculated in accordance with Exchange Act Rule
0-11 equals 1/50th of 1% of the value of the securities proposed to be acquired.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount previously paid: $49,022 Filing Party: Mikasa, Inc.
Form or registration no.: Schedule 14A Date filed: October 5, 2000
<PAGE>
INTRODUCTION
This Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is
being filed by: (1) Mikasa, Inc., a Delaware corporation ("Mikasa"), the issuer
of the equity securities that are the subject of the Rule 13e-3 transaction
described herein, (2) Alfred J. Blake, Raymond B. Dingman, Anthony F. Santarelli
and George T. Aratani, each an individual, director and stockholder of Mikasa
(such individuals collectively, including certain trusts through which such
individuals hold Common Stock (as defined below), the "Continuing
Stockholders"), (3) J.G. Durand Industries, S.A., a societe anonyme organized
under the laws of France ("J.G. Durand Industries"), and (4) Mountain
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of J.G.
Durand Industries ("Merger Sub"). Mikasa, the Continuing Stockholders, J.G.
Durand Industries and Merger Sub collectively are referred to herein as the
"Filing Persons." Pursuant to an Agreement and Plan of Merger, dated September
10, 2000, Merger Sub will merge with and into Mikasa (the "Merger").
As a result of the Merger, each outstanding share of Mikasa common stock,
par value $0.01 per share (the "Common Stock"), will be converted into the right
to receive $16.50 in cash, other than (i) a total of 2,672,800 shares of Common
Stock held by the Continuing Stockholders, which will be converted into shares
of common stock of the surviving corporation, (ii) treasury shares and shares of
Common Stock owned by any of Mikasa's subsidiaries and (iii) shares held by
stockholders who dissent in accordance with Delaware law. Following the Merger,
it is expected that the Continuing Stockholders will own, in the aggregate,
approximately 15.3% of the capital stock of the surviving corporation, and J.G.
Durand Industries will own approximately 84.7% of the capital stock of the
surviving corporation.
Concurrently with the filing of this Schedule 13E-3, Mikasa is filing a
preliminary proxy statement on Schedule 14A (the "Proxy Statement") pursuant to
which the stockholders of Mikasa will be given notice of, and be asked to vote
with respect to, the Merger. The cross reference sheet below shows the location
in the Proxy Statement of the information required to be included in response to
the items of this Schedule 13E-3. The information set forth in the Proxy
Statement, including all schedules, exhibits, appendices and annexes thereto, is
hereby expressly incorporated herein by reference and the responses to each item
in this Schedule 13E-3 are qualified in their entirety by the information
contained in the Proxy Statement, and the schedules, exhibits, appendices and
annexes thereto.
The filing of this Schedule 13E-3 shall not be construed as an admission by
any Filing Person or by any affiliate of a Filing Person that Mikasa is
"controlled" by or under common "control" with the Continuing Stockholders, J.G.
Durand Industries or Merger Sub, or that any of the Continuing Stockholders,
J.G. Durand Industries or Merger Sub is an "affiliate" of Mikasa within the
meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange Act of
1934, as amended.
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Item 1. Summary Term Sheet.
The information contained in the sections entitled "SUMMARY TERM
SHEET" and "QUESTIONS AND ANSWERS ABOUT THE MERGER" in the Proxy
Statement is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The information contained in the section entitled
"SUMMARY--The Companies" in the Proxy Statement is incorporated herein
by reference.
(b) Securities. The information contained in the section entitled "THE
SPECIAL MEETING--General" in the Proxy Statement is incorporated
herein by reference.
(c) Trading Market and Price. The information contained in the section
entitled "PRICE RANGE OF COMMON STOCK" in the Proxy Statement is
incorporated herein by reference.
(d) Dividends. The information contained in the section entitled
"DIVIDENDS" in the Proxy Statement is incorporated herein by
reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The information contained in the section
entitled "COMMON STOCK PURCHASE INFORMATION" in the Proxy Statement is
incorporated herein by reference.
Item 3. Identity and Background of the Filing Persons.
(a)-(c) Name and Address; Business and Background of Entities; Business and
Background of Natural Persons. The information contained in the
sections entitled "SUMMARY--The Companies," "PRINCIPAL STOCKHOLDERS
AND MANAGEMENT OWNERSHIP," "INFORMATION ABOUT J.G. DURAND INDUSTRIES
AND MERGER SUB" and "DIRECTORS AND EXECUTIVE OFFICERS OF MIKASA" in
the Proxy Statement is incorporated herein by reference.
With the exception of Mr. Blake, who is a citizen of Canada, all of
the executive officers and directors of Mikasa referred to above are
citizens of the United States of America.
With the exception of Mr. Petrillo, who is a citizen of the United
States of America, all of the executive officers and directors of
Merger Sub and J.G. Durand Industries referred to above are citizens
of France.
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Under a potential interpretation of the rules governing "going
private" transactions under Rule 13e-3 of the Securities Exchange Act
of 1934, one or both of J.G. Durand Industries or Merger Sub may be
deemed to be an affiliate of the Company.
During the last five years, none of the Filing Persons nor any of the
individuals referred to in the information incorporated by reference
into this Item 3 has been convicted in a criminal proceeding
(excluding, in the case of individuals, traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
of such laws.
Item 4. Terms of the Transaction.
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information contained in the
sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY"
and "THE MERGER AGREEMENT" in the Proxy Statement is incorporated
herein by reference. (a)(2)(ii) Consideration. The information
contained in the sections entitled "SUMMARY," "THE MERGER
AGREEMENT--Structure; Merger Consideration" and "--Treatment of
Options" in the Proxy Statement is incorporated herein by reference.
(a)(2)(iii)Reasons for Transaction. The information contained in the
sections entitled "THE MERGER--Background of the Merger,"
"--Recommendations of the Special Committee and Board of Directors;
Fairness of the Merger" and "--Purpose and Structure of the Merger" in
the Proxy Statement is incorporated herein by reference.
(a)(2)(iv)Vote Required for Approval. The information contained in the
section entitled "THE SPECIAL MEETING--Voting Rights; Support
Agreement" in the Proxy Statement is incorporated herein by reference.
(a)(2)(v) Differences in the Rights of Security Holders. The information
contained in the sections entitled "THE MERGER AGREEMENT-- Structure;
Merger Consideration," "--Treatment of Options," "THE
MERGER--Interests of Mikasa Directors and Executive Officers in the
Merger" and "--Effects of the Merger" in the Proxy Statement is
incorporated herein by reference.
(a)(2)(vi)Accounting Treatment. The information contained in the section
entitled "THE MERGER--Accounting Treatment of the Merger" in the Proxy
Statement is incorporated herein by reference.
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(a)(2)(vii)Income Tax Consequences. The information contained in the
section entitled "THE MERGER--Material Federal Income Tax Consequences
to Stockholders" in the Proxy Statement is incorporated herein by
reference.
(c) Different Terms. The information contained in the section entitled
"THE MERGER--Interests of Mikasa Directors and Executive Officers in
the Merger" in the Proxy Statement is incorporated herein by
reference.
(d) Appraisal Rights. The information contained in the section entitled
"THE MERGER--Dissenters' Rights of Appraisal" in the Proxy Statement
is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. Mikasa has made no
provisions in connection with the Merger to grant unaffiliated
security holders access to the corporate files of Mikasa or to obtain
counsel or appraisal services at the expense of Mikasa.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. None.
(b)-(c) Significant Corporate Events; Negotiations or Contacts. The
information contained in the sections entitled "THE MERGER--Background
of the Merger," "--Purpose and Structure of the Merger" and
"--Interests of Mikasa Directors and Executive Officers in the Merger"
in the Proxy Statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The information
contained in the sections entitled "THE MERGER--Background of the
Merger," "--Interests of Mikasa Directors and Executive Officers in
the Merger," "--Effects of the Merger," "THE MERGER AGREEMENT" and
"THE SPECIAL MEETING--Voting Rights; Support Agreement" in the Proxy
Statement is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information contained in the sections
entitled "SUMMARY," "THE MERGER--Effects of the Merger," "--Interests
of Mikasa Directors and Executive Officers in the Merger," and "THE
MERGER AGREEMENT" in the Proxy Statement is incorporated herein by
reference.
(c) Plans. The information contained in the sections entitled "SUMMARY,"
"THE MERGER--Purpose and Structure of the Merger," "--Effects of the
Merger," "--Interests of Mikasa Directors and Executive Officers in
the Merger" and "DIVIDENDS" in the Proxy Statement is incorporated
herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (c) Purposes; Reasons. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "THE
MERGER--Background of the Merger," "--Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger" and
"--Purpose and Structure of the Merger" in the Proxy Statement is
incorporated herein by reference.
(b) Alternatives. The information contained in the sections entitled "THE
MERGER--Background of the Merger" and "--Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger" in
the Proxy Statement is incorporated herein by reference.
(d) Effects. The information contained in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER," "SUMMARY," "THE MERGER --Purpose and
Structure of the Merger," "--Effects of the Merger," "--Interests of
Mikasa Directors and Executive Officers in the Merger," "--Accounting
Treatment of the Merger," "--Material Federal Income Tax Consequences
to Stockholders," "--Dissenters' Rights of Appraisal," "THE MERGER
AGREEMENT" and "FEES AND EXPENSES," in the Proxy Statement is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a), (b) Fairness; Factors Considered in Determining Fairness. The
information contained in the sections entitled "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SUMMARY," "THE MERGER--Background of the Merger,"
"--Recommendations of the Special Committee and Board of Directors;
Fairness of the Merger" and "--Opinion of Financial Advisor to the
Special Committee" in the Proxy Statement and in Appendix E to the
Proxy Statement, is incorporated herein by reference.
(c) Approval of Security Holders. Approval of at least a majority of
unaffiliated security holders is not required to complete the Merger.
The information contained in the section entitled "THE
MERGER--Recommendations of the Special Committee and Board of
Directors; Fairness of the Merger" in the Proxy Statement is
incorporated herein by reference.
(d) Unaffiliated Representative. The information contained in the section
entitled "THE MERGER--Recommendations of the Special Committee and
Board of Directors; Fairness of the Merger" in the Proxy Statement is
incorporated herein by reference.
(e) Approval of Directors. The information contained in the sections
entitled "THE MERGER--Background of the Merger" and "--Recommendations
of the Special Committee and Board of Directors; Fairness of the
Merger" in the Proxy Statement is incorporated herein by reference.
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<PAGE>
(f) Other Offers. None. The information contained in the section entitled
"THE MERGER--Background of the Merger" and "--Recommendations of the
Special Committee and the Board of Directors; Fairness of the Merger"
in the Proxy Statement is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report;
Availability of Documents. The information contained in the sections
entitled "THE MERGER--Background of the Merger," "--Recommendations of
the Special Committee and Board of Directors; Fairness of the Merger,"
"--Opinion of Financial Advisor to the Special Committee" and "WHERE
YOU CAN FIND MORE INFORMATION" in the Proxy Statement and in Appendix
E to the Proxy Statement is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
(a),(b),(d)Source of Funds; Conditions; Borrowed Funds. The information
contained in the section entitled "THE MERGER--Financing for the
Merger" in the Proxy Statement is incorporated herein by reference.
(c) Expenses. The information contained in the section entitled "FEES AND
EXPENSES" in the Proxy Statement is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information contained in the sections
entitled "COMMON STOCK PURCHASE INFORMATION" and "PRINCIPAL
STOCKHOLDERS AND MANAGEMENT OWNERSHIP" in the Proxy Statement is
incorporated herein by reference.
Each of J.G. Durand Industries, Merger Sub and each of the Continuing
Stockholders may be deemed to have acquired beneficial ownership of
10,085,897 shares of Common Stock (representing approximately 56.8% of
the outstanding Common Stock as of the date hereof) upon the execution
of the support agreement, dated as of September 10, 2000 (the "Support
Agreement"), among J.G. Durand Industries, Merger Sub, and the
Continuing Stockholders. The Continuing Stockholders entered into the
Support Agreement in order to induce J.G. Durand Industries and Merger
Sub to enter into the Merger Agreement. The Support Agreement has been
filed as Exhibit (d)(2) to this Schedule 13E-3, and the information
regarding the Support Agreement contained in the section "THE MERGER
AGREEMENT--Interests of Mikasa Directors and Executive Officers in the
Merger" in the Proxy Statement is incorporated herein by reference.
Other than as disclosed above and in the information incorporated by
reference into this Item 11(a), none of the Filing Persons nor any of
the individuals referred to in Item 3 has any interest in the
securities of Mikasa.
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(b) Securities Transactions. The information contained in the section
entitled "COMMON STOCK PURCHASE INFORMATION" in the Proxy Statement is
incorporated herein by reference.
Other than as disclosed in the information incorporated by reference
into this Item 11(b), none of the Filing Persons nor any of the
individuals referred to in Item 3 has participated in any transaction
in the securities of Mikasa during the past 60 days.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained in the sections entitled "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SUMMARY," "THE SPECIAL MEETING--Voting Rights;
Support Agreement" and "THE MERGER--Interests of Mikasa Directors and
Executive Officers in the Merger" in the Proxy Statement is
incorporated herein by reference.
(e) Recommendations to Others. The information contained in the sections
entitled "SUMMARY" and "THE MERGER-- Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger" in the Proxy
Statement is incorporated herein by reference.
Item 13. Financial Statements.
(a) Financial Information. The information contained in the sections
entitled "SELECTED CONSOLIDATED FINANCIAL DATA" and "WHERE YOU CAN
FIND MORE INFORMATION" in the Proxy Statement is incorporated herein
by reference.
(b) Pro Forma Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a), (b) Solicitations or Recommendations; Employees and Corporate Assets.
The information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "THE MERGER--Background of the Merger,"
"THE SPECIAL MEETING--Solicitation; Revocation and Use of Proxies" and
"FEES AND EXPENSES" in the Proxy Statement is incorporated herein by
reference.
Item 15. Additional Information.
(b) Other Material Information. The information contained in the sections
entitled "SUMMARY--Litigation Related to the Merger" and "THE
MERGER--Litigation" in the Proxy Statement is incorporated herein by
reference. As a result of the proposed Merger, Mikasa and certain of
its directors and executive officers have been named as defendants in
the following lawsuits:
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- Brickell Partners v. Alfred J. Blake et al., Delaware
Chancery Court, New Castle County C.A. No. 18300-NC; filed
September 11, 2000.
- Robert Seidenberg v. Alfred J. Blake et al., Delaware
Chancery Court, New Castle County C.A. No. 18314-NC; filed
September 14, 2000.
- Jeffrey Mohr v. Alfred J. Blake et al., Delaware Chancery
Court, New Castle County C.A. No. 18334-NC; filed September
20, 2000.
Item 16. Exhibits.
(a)(2) Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on October 5, 2000 (incorporated
herein by reference to the Proxy Statement).
(c)(1) Opinion of CIBC World Markets Corp. (incorporated herein by
reference to Appendix E of the Proxy Statement).
(c)(2) Materials presented by CIBC World Markets Corp. to the Special
Committee of the Board of Directors of Mikasa, Inc. on September 10,
2000.
(d)(1) Agreement and Plan of Merger, dated September 10, 2000, among
Mountain Acquisition Corp., the Shareholders Named Therein, Mikasa,
Inc. and J.G. Durand Industries, S.A. (incorporated herein by
reference to Appendix A of the Proxy Statement).
(d)(2) Support Agreement, dated as of September 10, 2000, among J.G. Durand
Industries, S.A., Mountain Acquisition Corp. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference to
Appendix B of the Proxy Statement).
(d)(3) Stockholders' Agreement, dated September 10, 2000, by and among
Mikasa, Inc., J.G. Durand Industries, S.A. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference to
Appendix C of the Proxy Statement).
(d)(4) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Alfred J. Blake.
(d)(5) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Raymond B. Dingman.
(d)(6) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Anthony F. Santarelli.
(d)(7) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and George T. Aratani.
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<PAGE>
(d)(8) Mikasa, Inc. Incentive Compensation Plan, adopted as of September
10, 2000.
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix D of the Proxy Statement).
(g) Not applicable.
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SIGNATURES
After due inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
MIKASA, INC.
By: /s/ Amy Tunis
---------------------------------
Name: Amy Tunis
Title: Secretary
J.G. DURAND INDUSTRIES, S.A.
By /s/ P. Durand
---------------------------------
Name: P. Durand
Title: Member of the Directorate
MOUNTAIN ACQUISITION CORP.
By /s/ P. Durand
---------------------------------
Name: P. Durand
Title: Authorized Representative
/s/ Amy Tunis
------------------------------------
Amy Tunis on Behalf of
ALFRED J. BLAKE Pursuant
to the Attached Power of Attorney
/s/ Amy Tunis
------------------------------------
Amy Tunis on Behalf of
RAYMOND B. DINGMAN Pursuant
to the Attached Power of Attorney
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<PAGE>
/s/ Amy Tunis
-------------------------------------
Amy Tunis on Behalf of
ANTHONY F. SANTARELLI Pursuant
to the Attached Power of Attorney
/s/ Amy Tunis
-------------------------------------
Amy Tunis on Behalf of
GEORGE T. ARATANI Pursuant
to the Attached Power of Attorney
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<PAGE>
POWERS OF ATTORNEY
The undersigned hereby authorizes Amy Tunis as attorney-in-fact and agent
to sign on his behalf and to file with the Securities and Exchange Commission
all filings, required of the undersigned regarding stockholdings of Mikasa,
Inc., and any and all amendments thereto, granting to such attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Alfred J. Blake
-------------------------------
Alfred J. Blake
The undersigned hereby authorizes Amy Tunis as attorney-in-fact and agent
to sign on his behalf and to file with the Securities and Exchange Commission
all filings, required of the undersigned regarding stockholdings of Mikasa,
Inc., and any and all amendments thereto, granting to such attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Raymond B. Dingman
----------------------------------
Raymond B. Dingman
The undersigned hereby authorizes Amy Tunis as attorney-in-fact and agent
to sign on his behalf and to file with the Securities and Exchange Commission
all filings, required of the undersigned regarding stockholdings of Mikasa,
Inc., and any and all amendments thereto, granting to such attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Anthony F. Santarelli
--------------------------------------
Anthony F. Santarelli
12
<PAGE>
The undersigned hereby authorizes Amy Tunis as attorney-in-fact and agent
to sign on his behalf and to file with the Securities and Exchange Commission
all filings, required of the undersigned regarding stockholdings of Mikasa,
Inc., and any and all amendments thereto, granting to such attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Dated: December 3, 1999
/s/ George T. Aratani
-----------------------------------
George T. Aratani
13
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(2) Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on October 5, 2000 (incorporated
herein by reference to the Proxy Statement).
(c)(1) Opinion of CIBC World Markets Corp. (incorporated herein by
reference to Appendix E of the Proxy Statement).
(c)(2) Materials presented by CIBC World Markets Corp. to the Special
Committee of the Board of Directors of Mikasa, Inc. on September 10,
2000.
(d)(1) Agreement and Plan of Merger, dated September 10, 2000, among
Mountain Acquisition Corp., the Shareholders Named Therein, Mikasa,
Inc. and J.G. Durand Industries, S.A. (incorporated herein by
reference to Appendix A of the Proxy Statement).
(d)(2) Support Agreement, dated as of September 10, 2000, among J.G. Durand
Industries, S.A., Mountain Acquisition Corp. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference to
Appendix B of the Proxy Statement).
(d)(3) Stockholders' Agreement, dated September 10, 2000, by and among
Mikasa, Inc., J.G. Durand Industries, S.A. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference to
Appendix C of the Proxy Statement).
(d)(4) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Alfred J. Blake.
(d)(5) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Raymond B. Dingman.
(d)(6) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and Anthony F. Santarelli.
(d)(7) Employment Agreement, dated September 10, 2000, between Mikasa, Inc.
and George T. Aratani.
(d)(8) Mikasa, Inc. Incentive Compensation Plan, adopted as of September
10, 2000.
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix D of the Proxy Statement).
(g) Not applicable.
16
