SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
<TABLE>
<CAPTION>
Check the appropriate box:
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
</TABLE>
INTERIORS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
The Broderick Committee
--------------------------------------------------------------------------------
(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 in 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>
THE BRODERICK COMMITTEE
Toll Free (866) 875-6642
December 4, 2000
Dear Fellow Stockholders:
It's Time to Turn Interiors, Inc. Around Now . . . Before It's Too Late!
------------------------------------------------------------------------
As we stated in our previous letter to you, The Broderick Committee is
a group of concerned stockholders formed for the purpose of expressing to
Interiors, Inc. ("Interiors") and its stockholders our grave concern about
Interiors' deteriorating financial performance and its alarmingly low stock
price. As we explain in the Proxy Statement enclosed with this letter, we
believe that this disturbing trend will continue if Max Munn, Roger Lourie and
Richard Josephberg remain on the Board of Directors. We need your support to
elect our nominees to the Board so they can take necessary steps to halt the
decline of Interiors before it is too late. We are happy to report that we have
significant support from Interiors' stockholders and we are looking forward to
the December 15th annual stockholder meeting. BUT WE STILL NEED YOUR HELP!
HOWEVER, TIME IS SHORT. PLEASE SIGN, DATE AND RETURN THE
--------------------------------------------------------
ENCLOSED GOLD PROXY CARD TODAY.
-------------------------------
We are stockholders, just like you. We own 2,803,940 shares and our
interests are aligned with yours - to see the price of Interiors' stock go up.
By returning the GOLD proxy card, you will be helping to prevent any further
decline at Interiors. PLEASE DO NOT SEND BACK ANY PROXY CARD YOU RECEIVE FROM
INTERIORS' MANAGEMENT, EVEN TO VOTE AGAINST THEM. However, if you have already
done so, don't worry: you can change your vote by quickly returning the GOLD
proxy card in the enclosed postage paid envelope. Only your latest dated and
properly executed vote will count.
LOOK AT INTERIORS' PERFORMANCE UNDER
MUNN, LOURIE AND JOSEPHBERG
PLUMMETING STOCK PRICE: Like us, you have watched the value of your
investment in Interiors dwindle down to its current rock bottom level of $0.15
per share. Just look at what our shares have done while Max Munn, Roger Lourie
and Richard Josephberg have been on the Board of Directors:
[CHART OF DAILY CLOSING PRICES OF CLASS A COMMON STOCK OF INTERIORS, INC.
FROM NOVEMBER 28, 1995 TO NOVEMBER 28, 2000]
<PAGE>
From $4.63 per share on June 19, 1996 to $0.15 per share on December 1,
2000 - that is a loss of almost 98% of the value of our shares. If your bank
lost 98% of your checking or savings account, would you just sit back and watch
it happen? Or would you TAKE A STAND! In October 2000, this poor performance
resulted in the NASDAQ Small Cap Market delisting Interiors' Class A Common
Stock which adversely affects the market value and liquidity of the stock.
CHAIRMAN'S COMPENSATION: Despite watching Interiors suffer $26.6
million in losses during the past two fiscal years, Interiors' filings with the
SEC disclose that the Board has rewarded Max Munn, the Chairman of Interiors'
Board of Directors, with a significant salary and bonus. Did you know that Mr.
Munn earned $375,000 last year and received a $113,250 bonus? He also received
$741,000 in advances over the past two years. We believe he has not paid back
his most recent advance, and the Board of Directors forgave all the interest Max
Munn owed Interiors on the 1999 advance.
TRANSACTIONS WITH FAMILY MEMBERS: As disclosed in Interiors' SEC
filings, Interiors' Directors have permitted numerous transactions with Max
Munn's family members at a time when Interiors was experiencing financial
difficulty. As of June 30, 1999, Max Munn's wife owed Interiors $2,550,000, and
the company has accrued no interest on the obligation. Interiors paid Max Munn's
father $287,000 over the past two years for "consulting services" and an
"arbitration settlement." Max Munn's sister received $500,000 from Interiors in
settlement of an employment agreement. Max Munn's wife was issued over 2.4
million shares of Class B Common Stock with five for one voting rights.
To address these problems, we are nominating Kinsey C. Craichy, Charles
M. Egan and Carl F. McWilliams for election to replace the three long-term
Directors (Max Munn, Roger Lourie and Richard Josephberg) at the December 15th
Annual Meeting of Stockholders. In our opinion, these individuals have proven
track records of successfully leading businesses and are committed to enhancing
shareholder value and the profitability of Interiors. Although there can be no
assurances of success, we believe our slate of nominees will work hard to
reverse the financial decline at Interiors.
Thank you for your consideration, and we strongly urge you to give us
your support in this critically important time in Interiors' history. It's not
too late to turn Interiors around and save our COMPANY. however, time is short.
PLEASE COMPLETE AND RETURN YOUR GOLD PROXY CARD QUICKLY.
It is important that you vote, no matter how many or few shares you
own. If you have any questions or need assistance in voting your shares, please
call Corporate Investor Communications, Inc., who is assisting us, at our
special toll free number (866) 875-6642.
Sincerely,
The Broderick Committee
Charles R. Broderick, III
Carl F. McWilliams
William F. Carroll
Jerry L. Bashore
