<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
MIKASA, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
------------------------
To Our Stockholders:
The Annual Meeting of Stockholders of Mikasa, Inc. (the "Company") will be
held at the Sheraton Meadowlands Hotel, 2 Meadowlands Plaza, East Rutherford,
New Jersey 07073, on May 24, 2000, 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 March 31, 2000 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
AMY TUNIS
Secretary
Secaucus, New Jersey
April 19, 2000
<PAGE> 3
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 24, 2000, at the Sheraton
Meadowlands Hotel, 2 Meadowlands Plaza, East Rutherford, New Jersey 07073, and
at any and all adjournments thereof.
This Proxy Statement and accompanying proxy will first be mailed to
stockholders on or about April 19, 2000. 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 March 31,
2000, will be entitled to vote at the Annual Meeting. On March 31, 2000, there
were outstanding 17,075,645 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 completed, 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> 4
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
Alfred J. Blake Mr. Blake was named Chairman of the Board of the Company 62
in 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 55
1994. 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.
Joseph S. Muto Mr. Muto has served as a director of the Company since 57
1985. From September 1994 until July 1999, he served as
Secretary and General Counsel of the Company. 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 ONE YEAR
George T. Aratani Mr. Aratani has served as Chairman Emeritus of the Board 82
of 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 57
since December 1993 and as Executive Vice
President -- Operations since 1990.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AGE
- ---- -------------------- ---
<S> <C> <C>
DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN TWO YEARS
Raymond B. Dingman Mr. Dingman was named Chief Executive Officer of the 54
Company in 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 61
1985. He 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.
Raymond E. Inouye Mr. Inouye has served as a director since July 1999. 66
From 1989 to 1997 he was Managing Director of Marsh &
McLennan, Inc. Mr. Inouye is also a director of Dai Ichi
Kangyo Bank.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Audit Committee is currently comprised of Messrs. Hotz and Inouye. 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 two meetings in 1999.
The Compensation Committee, currently comprised of Messrs. Hotz and Inouye,
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 two meetings in 1999.
The Board of Directors does not have a Nominating Committee.
The Board of Directors held two meetings during 1999. 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 one Board
meeting in March, 1999. 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 $500 for each Committee meeting attended held other than in
conjunction with a regular Board meeting. Non-employee directors are reimbursed
for their reasonable expenses incurred in attending meetings. Eligible
non-employee directors participate in the Non-Employee Directors Stock Option
Plan (the "Directors Plan") which provides for automatic grants of options to
non-employee directors. Former employees are not eligible to participate in the
Directors Plan. Under the Directors Plan, each eligible non-employee director
who has been elected or who is continuing as a member of the Board of Directors
is granted an option to purchase 2,500 shares of the Company's Common Stock on
the date of each Annual Meeting of the Company's stockholders. Options are
granted at 100% of the fair market value of the Company's Common Stock on the
grant date and have a term of ten years. Option grants vest 50% on the first
anniversary of the grant date and in full on the second anniversary of the grant
date. Messrs. Hotz and Inouye were the only Directors eligible to participate in
the Directors Plan in 1999.
3
<PAGE> 6
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer, the Chairman of the Board and each of the two other executive officers
(the "Named Executive Officers") for each of the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
UNDERLYING
OPTIONS(#)
------------
ANNUAL COMPENSATION LONG-TERM
-------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS COMPENSATION($)(1)
- --------------------------- ---- --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Raymond B. Dingman.................. 1999 356,700 200,000 50,000 2,500
Chief Executive Officer 1998 356,700 190,000 50,000 2,500
President and Chief Operating
Officer 1997 356,700 200,000 50,000 2,375
Alfred J. Blake..................... 1999 356,700 200,000 50,000 0
Chairman of the Board 1998 356,700 190,000 50,000 0
1997 356,700 200,000 50,000 0
Anthony F. Santarelli............... 1999 267,500 200,000 50,000 0
Executive Vice President -- 1998 254,800 190,000 50,000 0
Operations 1997 254,800 200,000 50,000 0
Brenda W. Flores(2)................. 1999 118,100 70,000 25,000 1,770
Vice President and Chief 1998 114,600 52,500 10,000 1,720
Financial Officer 1997 111,300 55,000 10,000 1,670
</TABLE>
- ---------------
(1) Represents Company contributions to the accounts of the specified executive
officers under the Company's 401(k) Plan.
(2) Ms. Flores, age 46, has been the Chief Financial Officer of the Company
since May 1995 and a Vice President and Chief Accounting Officer since
December 1993. Ms. Flores was Controller from December 1993 to May 1995 and
was Director of Accounting from April 1986 to December 1993.
The Company has an Employment and Consulting Agreement with Mr. Blake. Under the
Agreement, Mr. Blake serves as Chairman of the Board at a salary established by
the Board of Directors ($356,700 for 1999) plus benefits and perquisites,
subject to upward adjustment. Upon termination of his employment, the Agreement
provides that Mr. Blake will serve as a consultant for six years at $200,000 per
year. The Agreement also requires Mr. Blake not to compete with the Company in
any country where the Company does significant business for the period ending
two years following the end of his consulting period.
4
<PAGE> 7
The following table sets forth grants of stock options during the fiscal
year ended December 31, 1999 to the Named Executive Officers. No stock
appreciation rights were granted to, and no stock options were exercised by, any
Named Executive Officers during fiscal 1999.
OPTION GRANTS FOR FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL PER SHARE OF STOCK PRICE APPRECIATION
UNDERLYING OPTION GRANTS TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
GRANTED(1) FISCAL 1999 ($/SH) DATE 5%($) 10%($)
---------- ---------------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Raymond B. Dingman...... 50,000 13.62% $9.9375 12/10/09 $312,480 $791,890
Alfred J. Blake......... 50,000 13.62 9.9375 12/10/09 312,480 791,890
Anthony F. Santarelli... 50,000 13.62 9.9375 12/10/09 312,480 791,890
Brenda W. Flores........ 25,000 6.81 9.9375 12/10/09 156,240 395,945
</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 12/31/99
---------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$235,840................................. $77,905 $81,090 $83,001 $84,276 $85,186
225,000................................. 75,319 78,074 79,726 80,829 81,615
200,000................................. 69,357 71,118 72,174 72,879 73,381
175,000................................. 63,394 64,161 64,621 64,929 65,148
150,000................................. 56,408 56,408 56,408 56,408 56,408
125,000................................. 46,470 46,470 46,470 46,470 46,470
</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 2000 plan year is $170,000. 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,
5
<PAGE> 8
assuming retirement at age 65, and are subject to an offset for Social Security
benefits. As of December 31, 1999, Mr. Blake was credited with 31 years of
service, Mr. Dingman was credited with 26 years of service, Mr. Santarelli was
credited with 28 years of service and Ms. Flores was credited with 13 years of
service. The covered compensation of all of the Named Executive Officers is
presently at the Internal Revenue Service limitation described above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1999, the Compensation Committee, which is currently comprised of
Messrs. Hotz and Inouye, 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 1999, with the exception of Anthony F. Santarelli and
Brenda W. Flores, the Committee did not increase annual base salary levels from
the levels in effect in 1998. Mr. Santarelli's and Ms. Flores' increases in
annual base salary are 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 1999 benefited approximately 100 participants within the
management of the Company. In late 1999, 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 1999 bonus pool based on its review of the
Company's overall performance during 1999 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 1999,
the Board granted stock option awards to executive officers pursuant to the
Incentive Plan for their performance during 1999. 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.
6
<PAGE> 9
Chief Executive Officer's Compensation. The Committee maintained Mr.
Dingman's base salary in 1999 at the same level as in 1998. In early 2000, the
Committee awarded a bonus of $200,000 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 1999.
The factors considered by the Committee in making these compensation
decisions with respect to 1999 included (i) improvement in earnings, (ii) growth
in net sales, (iii) increased levels of cash flow from operations, (iv)
increased international sales, (v) successful transition of east coast
distribution to the Company's distribution center in Charleston, South Carolina,
(vi) successful transition of the Company's financial and administrative
functions from California to New Jersey, (vii) continued broadening of the
Company's product line and (viii) overall competitive environment and operating
results of key competitors.
Policy With Respect to Internal Revenue Code Section 162(m). Section
162(m) of the Internal Revenue Code 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 1999 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
Raymond E. Inouye
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 1999.
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> 10
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return on an investment
of $100 in the Company's Common Stock from December 31, 1994, the year the
Company went public, to December 31, 1999 with each of the Standard & Poor's 500
Composite Stock Price Index and a peer group index. All values assume
reinvestment of the pre-tax value of dividends paid by companies included in
these indices. The peer group index is comprised of Bed Bath & Beyond, Inc., The
Bombay Company, Inc., Lechters, Inc., Libbey Inc., Lifetime Hoan Corporation,
Newell Rubbermaid, Inc. (formerly known as Newell Companies), Oneida Ltd., Pier
1 Imports, Inc., Waterford Wedgwood plc. (ADR) and Williams-Sonoma, Inc. General
Housewares Corporation, a member of the peer group index in the Company's 1999
Proxy Statement, was acquired on October 21, 1999 by CCPC Holding Company, Inc.
and has therefore been eliminated from the peer group index. The stock price
performance on the following graph and table are not necessarily indicative of
future price performance.
COMPARISON OF 1995-1999 CUMULATIVE SHAREHOLDER RETURN
SHAREHOLDER RETURNS GRAPH
<TABLE>
<CAPTION>
MIKASA INC S&P 500 INDEX PEER GROUP
---------- ------------- ----------
<S> <C> <C> <C>
Dec 94 100.00 100.00 100.00
Dec 95 82.44 137.58 110.72
Dec 96 82.80 169.17 142.46
Dec 97 89.96 225.60 200.26
Dec 98 80.04 290.08 225.45
Dec 99 64.72 351.12 202.03
</TABLE>
8
<PAGE> 11
COMPANY PROPOSALS
The following proposal will be submitted for stockholder consideration and
voting at the Annual Meeting.
PROPOSAL
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:
Alfred J. Blake
Robert H. Hotz
Joseph S. Muto
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 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.
9
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 6, 2000 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>
PERCENT OF SHARES
NUMBER OF SHARES OF OF COMMON
NAME COMMON STOCK(6) STOCK
- ---- ------------------- -----------------
<S> <C> <C>
Alfred J. Blake(1)......................................... 4,128,853 23.9%
George T. Aratani(1)(2).................................... 2,488,469 14.5
Anthony F. Santarelli(1)................................... 1,752,038 10.1
Raymond B. Dingman(1)(4)................................... 1,716,537 9.8
Norman R. Higo(1)(3)....................................... 1,544,274 9.0
Tadao Yamada(1)............................................ 1,272,463 7.4
Brenda W. Flores........................................... 107,146 *
Robert H. Hotz............................................. 24,750 *
Joseph S. Muto............................................. 3,065 *
Raymond E. Inouye.......................................... 2,100 *
All directors and executive officers as a group (9
persons)................................................. 11,767,232 65.6%
</TABLE>
- ---------------
* Less than one percent
(1) The address for Messrs. Blake, Aratani, Higo, 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 shares held in a trust as to which Mr. Inouye is the Trustee and
shares owned by Mr. Inouye's wife.
(6) Includes options exercisable within 60 days as follows: A. J. Blake 172,500
shares; A. F. Santarelli 165,000 shares; R. B. Dingman 422,500 shares; B. W.
Flores 52,500 shares; R. H. Hotz 8,750 shares; and all directors and
executive officers as a group 821,250 shares.
10
<PAGE> 13
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, 1999, except that a Form
3 for Raymond Inouye, a Form 4 for Mr. Inouye and four Form 4s for Norman Higo
were inadvertently not timely filed.
INDEPENDENT ACCOUNTANTS
The Company's Board of Directors has preliminarily selected
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending December 31, 2000. A representative of PricewaterhouseCoopers
LLP 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 18, 2000. 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 15, 2000.
11
<PAGE> 14
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the year ended December 31, 1999 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 1999 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.
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
AMY TUNIS
Secretary
Secaucus, New Jersey
April 19, 2000
12
<PAGE> 15
1313-PS-00
<PAGE> 16
MIK 39B DETACH HERE
PROXY
MIKASA, INC.
One Mikasa Drive, Secaucus, New Jersey 07096
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undesigned hereby appoints Raymond B. Dingman and Amy Tunis, 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 24, 2000, at the Sheraton Meadowlands Hotel, 2 Meadowlands
Plaza, East Rutherford, New Jersey 07073, 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 UNDESIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEE DIRECTORS LISTED.
[ SEE REVERSE ] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [ SEE REVERSE ]
[ SIDE ] [ SIDE ]
MIK 39A DETACH HERE
Please mark ]
[X] votes as in
this example
1. Election of Directors 2. In their discretion, the Proxies
are authorized to vote upon
Nominees: (01) Alfred J. Blake, such other business as may
(02) Robert H. Hotz and properly come before the meet-
(03) Joseph S. Muto ing.
FOR [ ] [ ] WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES [ ] [ ] NOMINEES
[ ] _______________________
For all nominees except
as noted above
MARK HERE [ ] MARK HERE IF [ ]
FOR ADDRESS [ ] YOU PLAN TO [ ]
CHANGE AND [ ] ATTEND THE [ ]
NOTE AT LEFT [ ] 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:______
