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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A
(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
(AMENDMENT NO. 1)
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.
(Name of the Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
59862T 10 9
(CUSIP Number of Class of Securities)
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AMY TUNIS, ESQ. PAUL FONTAINE
Secretary and Senior Counsel J.G. DURAND INDUSTRIES, S.A.
MIKASA, INC. 38 rue Adrien Danvers
One Mikasa Drive 62510 Arques, France
Secaucus, New Jersey 011 3 21 93 00 00
07096-1549
(201) 867-9210
COPIES TO:
VICTOR I. LEWKOW, ESQ. FREDERICK TANNE, ESQ.
DAVID LEINWAND, ESQ. Kirkland & Ellis
Cleary, Gottlieb, Steen & Citigroup Center
Hamilton 153 East 53rd Street
One Liberty Plaza, New York, New York 10022
New York, New York 10006 (212) 446-4800
(212) 225-2000
</TABLE>
________________________________________________________
(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. [ ]
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$245,107,168 $49,022
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* 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.
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Amount previously paid: $49,022 Filing Party: Mikasa, Inc.
Form or registration no.: Schedule 14A Date filed: October 5, 2000
</TABLE>
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INTRODUCTION
This Amendment No. 1 to the 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, and subject to the terms and conditions thereof,
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
Amendment No. 1 to its preliminary proxy statement on Schedule 14A (such
Amendment No. 1, 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.
2
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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.
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 and 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.
</TABLE>
3
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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 "SPECIAL FACTORS--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," "SPECIAL FACTORS--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 "SPECIAL FACTORS--Accounting Treatment of
the Merger" in the Proxy Statement is incorporated herein by
reference.
(a)(2)(vii) INCOME TAX CONSEQUENCES. The information contained in the
section entitled "SPECIAL FACTORS--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 "SPECIAL FACTORS--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 "SPECIAL FACTORS--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.
</TABLE>
4
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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 "SPECIAL
FACTORS--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 "SPECIAL
FACTORS -- 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," "SPECIAL FACTORS--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," "SPECIAL FACTORS--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.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) PURPOSES; REASONS. The information contained in the
sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SPECIAL FACTORS--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 "SPECIAL FACTORS--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,"
"SPECIAL FACTORS--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.
</TABLE>
5
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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," "SPECIAL
FACTORS--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 "SPECIAL FACTORS--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 "SPECIAL FACTORS--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 "SPECIAL FACTORS--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.
(f) OTHER OFFERS. None. The information contained in the
section entitled "SPECIAL FACTORS--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 "SPECIAL FACTORS--
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), SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The
(d) information contained in the section entitled "SPECIAL
FACTORS--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.
</TABLE>
6
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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" and the
information regarding the Support Agreement contained in the
section "SPECIAL FACTORS--Interests of Mikasa Directors and
Executive Officers in the Merger" in the Proxy Statement is
incorporated herein by reference.
Other than as disclosed 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.
(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 "SPECIAL FACTORS--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 "SPECIAL
FACTORS--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," "SPECIAL
FACTORS--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.
</TABLE>
7
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ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. The information contained in
the sections entitled "SUMMARY--Litigation Related to the
Merger" and "SPECIAL FACTORS--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:
- 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.
(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.
</TABLE>
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* Denotes that the document was filed as an exhibit to the Schedule 13E-3
filed by the filing persons on October 5, 2000.
8
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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: November 17, 2000
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
/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
9
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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
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
10
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER
EXHIBIT DESCRIPTION
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(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.
</TABLE>
------------------------
* Denotes that the document was filed as an exhibit to the Schedule 13E-3
filed by the filing persons on October 5, 2000.
