-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcN7CrVjG7HybdIY1jMwvV524FPi3xal7Mwm6dJgdVUfqKtf7bn3DfnfiJ+lpV7c hHBRVjSKbWx27fnEWimSCg== 0000910647-97-000019.txt : 19970129 0000910647-97-000019.hdr.sgml : 19970129 ACCESSION NUMBER: 0000910647-97-000019 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970224 FILED AS OF DATE: 19970128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBTY INC CENTRAL INDEX KEY: 0000070793 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 112228617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10666 FILM NUMBER: 97511784 BUSINESS ADDRESS: STREET 1: 90 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5165679500 MAIL ADDRESS: STREET 1: 90 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: NATURES BOUNTY INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 BODY OF PROXY STATEMENT AND CARD NBTY, INC. 90 Orville Drive Bohemia, New York 11716 January 28, 1997 To Our Stockholders: It is our pleasure to invite you to attend the Annual Meeting of Stockholders of NBTY, Inc. at 10:00 A.M., local time, on February 24, 1997 at the Marriott Windwatch Hotel, 1717 Motor Parkway, Hauppauge, New York 11788. During the meeting, in addition to considering and acting on the election of four directors as described in the attached Proxy Statement, we will report on NBTY's past year and our prospects for the future. Stockholders will have an opportunity to ask questions of general interest about the affairs of the Company. I sincerely hope that you will join us on February 24, 1997. Very truly yours, Scott Rudolph Chairman of the Board President and Chief Executive Officer YOUR VOTE IS IMPORTANT PLEASE SIGN, DATE AND RETURN YOUR PROXY NBTY, INC. 90 Orville Drive, Bohemia, New York 11716 Notice of Annual Meeting of Stockholders The Annual Meeting of Stockholders of NBTY, Inc. will be held at the Marriott Windwatch Hotel, 1717 Motor Parkway, Hauppauge, New York 11788 on Monday, February 24, 1997, at 10:00 A.M., local time for the following purposes: (1) to elect Class II Directors, Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt to serve until the 2000 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. (2) to ratify the designation by the Board of Directors of Coopers & Lybrand L.L.P. as independent certified public accountants to audit the consolidated financial statements of the Company for the 1997 fiscal year. (3) to transact such other business as may properly come before the meeting or any adjournment thereof. Stockholders of record at the close of business on January 27, 1997 are entitled to notice of and to vote at the Meeting. By order of the Board of Directors, Scott Rudolph Chairman of the Board, Chief Executive Officer and President Bohemia, New York January 28, 1997 WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND RETURN IT TO THE COMPANY IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY STOCKHOLDER MAY REVOKE HIS OR HER PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT TO THE COMPANY'S SECRETARY, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. NBTY, INC. 90 Orville Drive, Bohemia, New York 11716 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS SUMMARY OF PROPOSALS TO BE CONSIDERED BY STOCKHOLDERS Stockholders are being asked to re-elect four Directors to Class II: Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt to serve until the 2000 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The Board of Directors is divided into three classes, Class I Directors, Class II Directors and Class III Directors. Each Class serves for a term of three years or until their successors are elected. Proposal Number One is to ratify the designation by the Board of Directors of Coopers & Lybrand L.L.P. as independent certified public accountants to audit the consolidated financial statements of the Company for the 1997 fiscal year. The Board of Directors of the Company recommends a vote FOR the above proposal and for the election of the Directors. (This Summary is qualified in its entirety by the more detailed information appearing within this Proxy Statement). INFORMATION CONCERNING THE SOLICITATION The Proxy Statement and enclosed Proxy are being furnished to all holders of the common stock, par value $.008 per share (the "Common Stock"), of NBTY, Inc. (the "Company"), a Delaware corporation, in connection with a solicitation of proxies in the form enclosed by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on February 24, 1997, and at any adjournments thereof. The persons named as proxies were selected by the Board of Directors of the Company and are executive officers of the Company. The Company anticipates first sending this Proxy Statement and the enclosed Proxy to its stockholders on or about January 28, 1997. The Company's Annual Report to Stockholders, which includes financial statements for the fiscal year ended September 30, 1996 has been mailed simultaneously with this Proxy Statement to stockholders entitled to vote at the Annual Meeting. The Annual Report is not to be regarded as proxy soliciting material. The enclosed Proxy provides that each stockholder may specify that his or her shares be voted "FOR" the election of the named nominees to the Company's Board of Directors with provision to "WITHHOLD AUTHORITY" as to all nominees or any individual nominee or nominees; and voted "FOR", "AGAINST" or "ABSTAIN" from voting with respect to the ratification of the designation by the Board of Directors of Coopers & Lybrand L.L.P as independent certified public accountants to audit the consolidated financial statements of the Company for the 1997 fiscal year. If properly executed and returned in time for the meeting, the enclosed Proxy will be voted as specified therein. Except with respect to broker non-votes, where a signed Proxy is returned, but no choice is specified, the shares will be voted "FOR" the election of each named nominee to the Company's Board of Directors, and ratification of the Company's independent public accountants. Under the General Corporation Law of the State of Delaware, the state in which the Company is incorporated, an abstaining vote is deemed to be "present" but is not deemed to be a "vote cast". As a result, abstentions and broker "non-votes" are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the votes cast and, therefore, do not have an effect of votes in opposition in such tabulations. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker "non-votes" and the shares as to which a stockholder abstains are included for purposes of determining whether a quorum is present at a meeting. All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for consideration, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the persons named in the enclosed form of proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment to the same extent as the person signing the proxy would be entitled to vote. The Company does not currently anticipate that any other matters will be raised at the Annual Meeting. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked (i) by filing with the Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy, in either case later dated than the prior proxy relating to the same shares or (ii) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not itself revoke a proxy). Any written notice of revocation or subsequent proxy should be sent as to be delivered to NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716, Attention: Secretary, or hand delivered to the Secretary, at or before the taking of the vote at the Annual Meeting. A copy of the Company's Annual Report to Stockholders for the fiscal year 1996 including financial statements, has been sent simultaneously with this Proxy Statement or has been previously provided to all stockholders entitled to vote at the Annual Meeting. The Company has fixed the close of business on January 27, 1997 as the record date for determining the holders of its Common Stock who will be entitled to notice of and to vote at the meeting. On September 30, 1996, the Company had issued and outstanding 18,592,119 shares of its Common Stock which are the only outstanding shares of the capital stock of the Company. Holders of the Company's Common Stock are entitled to one vote for each share owned of record. Shares representing a majority of the votes entitled to be cast by the holders of the outstanding shares of Common Stock must be represented in person or by Proxy at the Annual Meeting in order for a quorum to be present. 1. ELECTION OF DIRECTORS The Company's Amended and Restated By-Laws provide that the members of the Board of Directors of the Company shall be divided into three classes and that the number of directors constituting the Board of Directors, and each Class thereof, shall from time to time be fixed and determined by a vote of a majority of the Company's whole Board of Directors serving at the time of such vote. The Board of Directors is now comprised of nine members, with Class I consisting of three members, Class II consisting of four members and Class III consisting of two members who shall serve until the end of each respective term, or until their successors are duly elected and qualified. The Board of Directors has nominated Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt for election as Class II directors at the Annual Meeting. Each of the nominees are currently serving as Class II directors of the Company. Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of the shares present in person or represented by proxy at a meeting at which a quorum is present. "Plurality" means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, withholding authority or broker non-vote) have no impact in the election of directors, except to the extent the failure to vote for the individual results in another individual receiving a larger number of votes. Stockholders of the Company do not have cumulative voting rights with respect to the election of directors. It is the intention of the persons named in the enclosed form of Proxy to vote such Proxy "FOR" the election of the named nominees for Class I directorships unless authorization is withheld on the Proxy. Should any nominee be unable or unwilling to serve as a director, which is not anticipated, it is intended that the named proxies will vote for the election of such other person or persons as they, in their discretion, may choose. Information as to Director Nominees and Directors: The following table provides information as of December 31, 1996, with respect to each of the Company's directors and director nominees.
Name and year first became a Director Principal Occupation during of the Company Age the past Five Years ------------------- --- --------------------------- CLASS II - Terms Expiring at the 1997 Annual Meeting of Stockholders Scott Rudolph 39 The Chairman of the Board of Directors, President, 1986 Chief Executive Officer and is a principal shareholder of the Company. He joined the Company in 1986. Mr. Rudolph is a Trustee of Dowling College, Oakdale, New York. Murray Daly 69 Formerly a Vice President of J. P. Egan Office 1971 Equipment Co., is currently a consultant to the office equipment industry. Bud Solk 62 Formerly President of Bud Solk Associates, Inc., a 1994 full service advertising and marketing agency located in Chicago, Illinois, founded by him in 1958. Effective February, 1996, Mr. Solk's firm merged with Chase/Ehrenberg & Rosene, Inc., an advertising and marketing organization of which Mr. Solk became President. Nathan Rosenblatt 40 President and Chief Executive Officer of Ashland 1994 Maintenance Corp., a commercial maintenance organization located in Long Island City, New York. CLASS III - Terms Expiring at the 1998 Annual Meeting of Stockholders Arthur Rudolph 68 Founded the Company in 1971 and had served as the 1971 Company's Chief Executive Officer and Chairman of the Board of Directors since that date until his resignation in September, 1993. In January, 1995 Mr. Rudolph agreed to act as a consultant to the Company. He remains a member of the Board of Directors. He is the father of Scott Rudolph. Glenn Cohen 37 President of Glenn-Scott Landscaping & Design. 1988 CLASS I - Terms Expiring at the 1999 Annual Meeting of Stockholders Aram Garabedian 61 A real estate developer in Rhode Island since 1971 1988. He had been associated with the Company for 20 years as Senior Vice President of Sales. He has served as a Director since 1971. Bernard G. Owen 68 President of Cafiero, Cuchel and Owen Insurance 1971 Agency. Alfred Sacks 68 President of Al Sacks, Inc., an insurance agency. 1971
The Board of Directors recommends a vote FOR the election of the Class II Directors, Scott Rudolph, Bud Solk, Murray Daly and Nathan Rosenblatt. In the event that any nominee named in the Table as a Class II director is unable to serve (which is not anticipated), the persons named in the Proxy may vote it for another nominee of their choice. Committees of the Board The Audit Committee is comprised entirely of outside Directors and recommends to the Board independent auditors to audit the Company's financial statements; reviews the audit with the auditors and management; reviews the Company's dealings with Directors and their affiliates; reviews the Company's legal affairs; and consults with the auditors and management regarding risk management and the adequacy of financial and accounting procedures and controls. In carrying out its responsibilities, the Committee meets with the independent auditors in executive session, without members of management present. The Compensation Committee is comprised entirely of outside Directors and is responsible for developing compensation policies consistent with and linked to the Company's strategies. In addition, the Committee evaluates, in consultation with all outside Directors, the performance of the Company's Chief Executive Officer and recommends his compensation and that of all executive management to the Board annually; reviews and approves all other officers' compensation; and recommends to the Board the fees of outside Directors. The Committee's report on executive compensation can be found on page 9. The Nominating Committee establishes criteria for Board membership, searches for and screens candidates to fill vacancies on the Board, recommends an appropriate slate of candidates for election each year and, in this regard, evaluates the performance of individual Directors, assesses the overall performance of the Board and considers issues regarding the composition and size of the Board. Shareholders wishing to nominate Director candidates for consideration may do so by writing to the Secretary, NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716 and providing the candidate's name, biographical data and qualifications. Strategic Planning Committee which may exercise the broad powers and authority granted to it under the Company's By-Laws. The chart below sets forth the composition of the Board's committee as of December 31, 1996, as well as the number of meetings each committee held in 1996.
Committee Member Number of meetings in 1996 --------- ------ -------------------------- Audit Arthur Rudolph 2 Aram Garabedian 2 Compensation Arthur Rudolph 2 Glenn Cohen 2 Alfred Sacks 2 Strategic Scott Rudolph 4 Arthur Rudolph 4 Nominating Scott Rudolph 1 Arthur Rudolph 1 Nathan Rosenblatt 1 Bernard G. Owen 1 Murray Daly 1
During 1996 the Board met four times. All Directors attended all the meetings of the Board of Directors and of the committees of which they were members. Compensation of Directors During fiscal 1996, each outside Director earned an annual retainer of $17,500 for a total of $140,000 for services rendered as Directors. Each Director is entitled to reimbursement for out-of-pocket expenses to attend meetings. Any Director who is an officer of the Company did not receive additional compensation for his services as a Director. Effective January 1997, each outside Director will be paid $20,000 per year. The Company does not offer a pension plan to its outside Directors. Principal Stockholders and Security Ownership of Management Except as otherwise set forth below the following table sets forth certain information as of September 30, 1996 concerning shares of the Company's Common Stock held by (a) each director or nominee for director of the Company, (b) each executive officer of the Company named in the Summary Compensation Table (a "Named Executive Officer") set forth below, (c) all directors and executive officers of the Company as a group and (d) each other stockholder owning beneficially at least 5% of the outstanding Common Stock.
Number of Shares Beneficially Percentage Directors Owned Ownership --------- ---------------- ---------- Scott Rudolph(a)(b)(c).................... 3,673,555 18.8 Arthur Rudolph(a)(b)(c)................... 671,500 3.6 Aram Garabedian(a)(b)..................... 24,000 * Bernard G. Owen(a)(b)..................... 31,500 * Alfred Sacks(a)(b)........................ 15,000 * Murray Daly(a)(b)......................... 22,000 * Glenn Cohen(a)(b)......................... 12,000 * Bud Solk.................................. 0 0 Nathan Rosenblatt......................... 0 0 Other Named Executive Officers ------------------------------ Harvey Kamil(a)(b)........................ 718,439 3.8 Barry Drucker(a)(b)....................... 43,600 * Other ----- All Directors and Executive Officers as a group (11 persons)(a)(b)(c)......... 4,801,994 23.70 NBTY, Inc. Profit Sharing Plan(a)......... 1,062,228 5.7 - -------------------- (a) Each stockholder shown on the table has sole voting and investment power with respect to the shares beneficially owned. (b) Each named person or group is deemed to be the beneficial owner of securities which may be acquired within 60 days through the exercise or conversion of options, if any, and such securities are deemed to be outstanding for the purpose of computing the percentage beneficially owned by such person or group. Such securities are not deemed to be outstanding for the purpose of computing the percentage of class beneficially owned by any other person or group. Accordingly, the indicated number of shares includes shares issuable upon exercise of options (including employee stock options) and any other beneficial ownership of securities held by such person or group. (c) Includes shares held in a Trust created by Arthur Rudolph for the benefit of Scott Rudolph and others. An asterisk (*) in the above table means percentage ownership of less than one percent.
SUMMARY COMPENSATION TABLE
Long-Term Compensation Awards(1) All Other Annual Compensation ------------------------ Compensation: Name and --------------------- Restricted Stock Pension Plan Principal Position Year Salary($) Bonus($) Stock($) Options(#) and 401(k) Plan($) - -------------------------- ---- --------- -------- ---------- ---------- ------------------ Scott Rudolph 1996 474,600 275,000 5,709 Chairman of the Board, 1995 458,427 200,000 1,422 President and Chief 1994 440,092 0 3,256 Executive Officer Harvey Kamil 1996 263,700 150,000 5,709 Executive Vice President 1995 254,383 100,000 1,178 Chief Financial Officer 1994 239,607 0 4,077 Barry Drucker 1996 263,700 150,000 5,709 Senior Vice President 1995 249,461 150,000 1,160 1994 249,519 150,000 4,016 James Flaherty 1996 154,500 25,000 5,709 Vice President 1995 145,960 25,000 834 Marketing & Advertising 1994 133,269 25,000 4,265 James H. Taylor 1996 130,295 100,000 5,709 Vice President 1995 121,191 75,000 919 Production 1994 116,539 60,000 4,300 - -------------------- (1) None awarded during fiscal years 1994, 1995 or 1996.
Aggregate Option Exercises in Last Fiscal Year An aggregate of 872,000 shares were issued to certain officers and directors as a result of exercise of stock options. Employment Agreements Scott Rudolph, President of the Company, entered into an employment agreement effective February 1, 1994, as amended, to terminate in January, 2004, providing for annual compensation of $450,000 with annual cost of living index increases, bonuses and other fringe benefits accorded other executives of the Company. Harvey Kamil, Executive Vice President of the Company, entered into an employment agreement effective February 1, 1994, to terminate in January, 2004, providing for annual compensation of $250,000 with annual cost of living index increases, bonuses and other fringe benefits accorded other executives of the Company. Each of the above agreements also provides for the immediate acceleration of the payment of compensation and the registration and sale of all issued stock, stock options and shares underlying options in the event of a change of control, a tender offer for shares of the Company, which offer was not authorized by the Board of Directors, or involuntary (i) termination of employment, (ii) reduction of compensation, (iii) diminution of responsibilities or authority. Executive Compensation Policies Compensation packages generally include base salary, stock options, executive benefits, and in certain years, a performance bonus. Factors considered have typically included the results of the performance review of each executive officer's performance and an evaluation of the significance of the executive's contribution. The compensation packages have been designated to attract and retain experienced and well-qualified executive officers who will enhance the performance of the Company. The Company has attempted to set the base salary of its executive officers to be competitive within the nutritional supplement industry. In addition, base salaries have reflected the Company's operating philosophy, strategic direction and cost-conscious orientation. The Company conducts performance reviews to determine and adjust each executive officer's base salary. During the past 10 years, stock options have generally been a component of executive officers' total compensation. Since stock options become exercisable over a five to ten year period, their ultimate value is dependant on the long-term appreciation of the Company's stock price. Such options are intended to increase executive officers' equity interests in the Company, providing executives with the opportunity to share in the future value they are responsible for creating. In addition to the standard benefits package offered to its executives, the Company provides company cars to all of its executive officers. Profit Sharing Plan (formerly Employee Stock Ownership Plan) The Company has a Profit Sharing Plan pursuant to which the Company can elect to make contributions of cash and/or Common Stock to a related trust for the benefit of all employees as defined. All employees of the Company, including officers, over the age of 21 and who have been employed by the Company for one year or more are eligible participants in the Plan. Contributions are made on a voluntary basis by the Company. There is no minimum contribution required in any one year. There will be no contributions required by an employee. All contributions, if any, may be made by the Company at the rate of up to 15% of the Company's annual payroll, at the discretion of the Company. Each eligible employee receives an account or share in the Trust and the cash and/or shares of stock contributed to the Plan each year are credited to his or her account. The vesting is as follows: less than five years - no vesting; five or more years - fully vested. Defined Contribution Savings Plan The Company has adopted a defined Contribution Savings Plan qualified under Section 401(k) of the Internal Revenue Code. The employees of the Company who have completed six months of service and have attained the age of twenty and one-half may elect to contribute to this plan in accordance with the Company's guidelines. Each year the Board of Directors will vote to determine the amount, if any, of matching contributions up to a maximum equal to the lesser of one percent of each employee's annual gross compensation or the amount contributed, if any, by each employee. Compensation Committee's Report on Executive Compensation The Company's Compensation Committee has determined generally to retain base salary, stock options, executive benefits and performance bonuses as components in the Company's executive compensation packages. In setting the compensation levels for executive officers, the Committee expects to be guided by the following considerations: -- compensation levels should be competitive with compensation generally being paid to executives in other nutritional supplement companies; -- a significant portion of the executive officer's compensation may be awarded in the form of stock options to closely link shareholder and executive interests and to encourage stock ownership by executive officers; -- each individual executive officer's compensation should, to the extent possible, reflect the performance of the Company as a whole, the performance of the officers' business unit, and the performance of the individual executive; and -- executive compensation should reflect the Company's unique, entrepreneurial and cost-conscious orientation. Summary The Compensation Committee is committed to attracting, motivating and retaining executives who will help the Company meet the increasing challenges of the nutritional supplement industry. The Compensation Committee recognizes its responsibility to the Company's stockholders to increase the value of the Company's Common Stock and intends to continue to review, establish and implement compensation policies that are consistent with competitive practices, are based on the Company's and the executives' performance and permit the Company to attract, motivate and retain executives who will lead the Company. Members of the Compensation Committee Arthur Rudolph, Chairman Alfred Sacks Glenn Cohen The foregoing report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. Performance Graph The following graph illustrates, for the period from September, 1991 (Base Year) through September, 1996, the cumulative total shareholder return of $100 invested in (1) The Company's common stock, (2) Nasdaq Stock Market--US and (3) Nasdaq Health Services. [INSERT GRAPH HERE]
Cumulative Total Return -------------------------------------------- 9/91 9/92 9/93 9/94 9/95 9/96 ---- ---- ---- ---- ---- ---- NBTY, Inc.................. NBTY 100 1140 4668 2762 1496 4340 Nasdaq Stock Market--US.... INAS 100 112 147 148 204 243 Nasdaq Health Services..... INAH 100 111 129 163 172 225
Nasdaq
1997 1996 1995 Fiscal ---------------- ------------------ ----------------- Quarter High Low High Low High Low ------- ------ ------ -------- ------ ------ ------- First*............... 20-1/2 13-1/2 5-3/4 4 10-1/2 4-3/4 Second............... -- -- 7-13/16 4-5/8 8-3/8 5-1/16 Third................ -- -- 11-3/8 7-7/16 6-7/8 5-7/16 Fourth............... -- -- 17-7/8 9-3/8 7-1/4 5-1/2 - -------------------- * Price through December 31, 1996.
The price of the Company's Common Stock on December 31, 1996 was 19. The Company's Common Stock is traded over-the-counter and is included in the Nasdaq-National Market System (symbol NBTY). DIVIDEND POLICY Determination as to the payment of cash or stock dividends will depend upon the Company's results of operation, financial condition and capital requirements and such other factors as the Company's Board of Directors may consider. PROPOSAL NUMBER ONE The Board of Directors has designated Coopers & Lybrand L.L.P., independent certified public accountants, as auditors of the consolidated financial statements for the 1997 fiscal year. Representatives of Coopers & Lybrand L.L.P. will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions. The Board of Directors recommends that the Stockholders vote "FOR" the designation of Coopers & Lybrand L.L.P. STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING Stockholder proposals for the next Annual Meeting of Stockholders of the Company must be received at the principal executive offices of the Company, 90 Orville Drive, Bohemia, New York 11716, not later than December 31, 1997 in order to be included in the Company's Proxy Statement for such meeting. All stockholder proposals should be submitted in writing to the Secretary of the Company. Additional Available Information The Company is subject to information and reporting requirements of the Securities and Exchange Act of 1934, as amended, and in accordance therewith files periodic reports, documents and other information with the Securities and Exchange Commission relating to its business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. Solicitation of Proxies The entire expense of preparing, assembling and mailing this Proxy Statement, the form of proxy, and other materials used in the solicitation of proxies will be paid by the Company. In addition to the solicitation of proxies by mail, arrangements may have been made with brokerage houses and other custodians, nominees and fiduciaries to send proxy material to their principals, and the Company will reimburse them for their expenses. The extent to which this will be necessary depends entirely on how prompt proxies are received and, for this reason, Stockholders are urged to send their proxies without delay. TRANSACTION OF OTHER BUSINESS As of the date of this Proxy Statement, the only business which Management intends to present or knows that others will present at the meeting is that hereinabove set forth. If any other matter or matters are properly brought before the meeting, or any adjournments thereof, it is the intention of the persons named in the accompanying form of Proxy to vote the proxy on such matters in accordance with their judgment. Scott Rudolph Chairman of the Board and President Bohemia, New York Dated: January 28, 1997 [PROXY CARD] NBTY, Inc. 90 Orville Drive Bohemia, New York 11716 Annual Meeting of Shareholders to be held on February 24, 1997 @ 10:00 A.M., EST CUSIP 628782104 DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF DIRECTORS AND A VOTE FOR PROPOSAL 2. ELECTION OF DIRECTORS: (1) SCOTT RUDOLPH (2) BUD SOLK (3) MURRAY DALY (4) NATHAN ROSENBLATT [ ] FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE AN "X" IN THIS BOX [ ] AND STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED ABOVE. FOR AGAINST ABSTAIN [ ] [ ] [ ] 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS. **NOTE** SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. ------------------------------------- SIGNATURE DATE ------------------------------------- SIGNATURE IF HELD JOINTLY DATE -----END PRIVACY-ENHANCED MESSAGE-----