SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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|_| Preliminary Proxy Statement
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|_| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
INTERIORS, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
INTERIORS
December 11, 2000
TIME IS SHORT. THE ANNUAL MEETING IS DECEMBER 15.
PLEASE VOTE YOUR WHITE PROXY TODAY!
Dear Fellow Stockholder:
This will be our last letter to you before our December 15th annual meeting and
your final opportunity to cast a vote in support of your Company's nominees.
Please take a moment to sign and return the enclosed WHITE proxy card today.
DON'T LET THE BRODERICK GROUP SCARE YOU
WITH THEIR MISLEADING ASSERTIONS.
We believe the Broderick Group is trying to win votes by scaring you with
inaccurate or misleading assertions about your Company. Please consider the
following:
o The Broderick Group criticizes Max Munn's wife for owing Interiors
$2.5 million, but conveniently fails to point out that Mrs. Munn
currently personally guarantees in excess $5.0 million of the
Company's outstanding debt and obligations. In addition, no cash has
been advanced to Mrs. Munn -- the $2.5 million represents
obligations incurred by her to purchase Interiors stock.
o The Broderick Group also charges that the Company pays extreme
interest at a rate of 29% on its mezzanine debt, but fails to
explain that the Company's mezzanine debt was incurred as an interim
step so that holders of preferred stock would not convert their
shares into equity at depressed stock prices thereby diluting the
interests of all stockholders. In addition, just this past summer we
obtained a $25 million line of credit at one half percent over
prime.
YOU DECIDE IF THE BRODERICK GROUP IS REALLY ALIGNED WITH YOU.
The Broderick Group would have you believe they are aligned with you and other
shareholders. But please keep in mind that the Broderick Group's members:
o have been Interiors stockholders for less than two years.
o never paid a penny for the 2.8 million Interiors shares they own.
These shares were given to them as merger consideration.
o As a result, we are seriously concerned that the Broderick Group
wants Board control in order to sell your Company at a fire sale
price, far below the Company's intrinsic value.
<PAGE>
YOUR COMPANY'S TURNAROUND PLAN IS ON TRACK.
We have developed a turnaround plan that we expect to put the Company back on
track. In our plan, the enhancement of shareholder value is a chief priority.
Please keep in mind some of the Company's notable achievements:
o Sales exploded from just $4.8 million in FYE 1997 to about $200
million today, an astounding 40-fold increase in just three years.
o Interiors' income from operations was a positive $1.6 million for
the quarter ended September 30, 2000 as compared with a loss of
$700,000 in the same period in 1999.
The Broderick Committee has criticized our management of the Company. However,
we are working hard to follow our plan and increase shareholder value. Our
business plan is simple - to be the premier, single source provider of
decorative accessories to the home furnishing industry. In following our plan we
are aggressively growing through acquisitions such as:
o In March 1999 we acquired Petals, Inc. a silk flower and tree
arrangements business. Petals run rate revenues rose 20% to $60
million for the fiscal year ended June 30, 2000 from $50.6 million a
year ago.
o In February 1999 we acquired Stylecraft Lamps, Inc. This business
unit saw revenues grow to $42.6 million for the fiscal year ended
June 30, 2000, up approximately 36% from $31.4 million in 1999.
o In December 1999 we acquired Concepts 4 Inc, a profitable interior
designer, architect and merchandiser for the hospitality industry.
Concepts 4 provides us with the ability to place our accessories in
the finest hotels in the country.
Ask the Broderick Committee if they have a plan? Are they be willing to groom
and nurture this Company so that it will become the premier provider of
decorative home accessories or will they sell off the profitable business units
to make a quick gain?
REJECT THE BRODERICK NOMINEES. VOTE YOUR WHITE PROXY TODAY!
Please take a moment to sign the enclosed WHITE proxy in support of your
management's nominees. A return overnight envelope has been enclosed for your
convenience.
Your vote is crucial regardless of the number of shares you own. Please vote
today!
We have retained MacKenzie Partners, Inc. to assist with the solicitation of
proxies. If you have any questions, or need assistance in voting your shares,
please call MacKenzie Partners at (800) 322-2885 or (212) 929-5500 (call
collect).
We appreciate your continuing support of Interiors and its plans for the future.
Very truly yours,
/s/ Max Munn
Max Munn
Chairman, President and
Chief Executive Officer
<PAGE>
INTERIORS, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 1999
Max Munn, Robert Conologue and David A. Schwartz, and each of them, with
full power of substitution, are hereby authorized to represent and to vote the
shares of Class A Common Stock, $.001 par value, and Class B Common Stock, $.001
par value, of Interiors, Inc. held of record by the undersigned on October 27,
2000, as directed and, in their discretion, on all other matters which may
properly come before the Annual Meeting of Stockholders to be held on December
15, 2000 and at any adjournment or postponement thereof, as if the undersigned
were present and voting at the meeting.
Whether or not you expect to attend the meeting, you are urged to execute
and return this proxy, which may be revoked by you at any time prior to its use.
The shares represented by this proxy will be voted as directed by the
stockholder. Where no direction is given when the duly executed proxy is
returned, such shares will be voted FOR all proposals.
The Board of Directors recommends a vote FOR each of the nominees named in
Proposal No. 1 and FOR Proposal No. 2 and Proposal No, 3.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS: 1) Max Munn, 2) Roger Lourie, 3) Richard Josephberg
and 4) James G. Bloise
|_| For All Nominees |_| Withhold All Nominees
To withhold authority to vote for any individual nominee(s), write the
nominee's names on the space(s) provided below:
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PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT FOR |_| AGAINST |_| ABSTAIN |_|
OF ARTHUR ANDERSEN LLP
AS INDEPENDENT AUDITORS.
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PROPOSAL NO. 3:
APPROVAL OF ONE FOR TEN FOR |_| AGAINST |_| ABSTAIN |_|
REVERSE STOCK SPLIT OF THE
COMPANY'S OUTSTANDING COMMON
STOCK WITHOUT ANY DECREASE
IN THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
Dated___________________, 2000 _____________________________________
Signature
Dated___________________, 2000 ____________________________________
Signature if held jointly
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
