ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The following table sets forth certain information concerning all directors
and executive officers of the Company. Directors are elected at each annual
meeting of stockholders, or in the case of vacancy, by the directors then in
office, to serve until the next annual meeting of the stockholders of the
Company and until their respective successors have been elected and qualified or
until their earlier resignation or removal. Executive officers are elected by
the Board of Directors to serve at the pleasure of the Board.
Name Age Position with the Company
- ---------------- --- -------------------------
Peter Weissbrod (1) 40 President, Chief Executive Officer and
Director
Stuart Fuchsman (1) 39 Vice President, Chief Operating Officer
and Director
Richard Goldberger (1)(2) 67 Chairman of the Board of Directors
Lewis Levine (2) 44 Director
|
William Ozzard 81 Director
Ivan Szathmary 60 Director
(1) Member of Executive Committee.
(2) Member of Audit Committee.
Peter Weissbrod is the founder of the Company and has served as its
President, Chief Executive Officer and a director since the Company's inception
in February 1991. Mr. Weissbrod is also the President of NHG. From February 1990
to December 1990, he served as a consultant to Charlie Brown's/Office Restaurant
Group, a division of Restaurant Associate Industries, Inc. ("Charlie Brown's").
From May 1986 to February 1990, Mr. Weissbrod served as Vice President of Real
Estate of Charlie Brown's, where his responsibilities included real estate
leasing, site selection and construction of new stores as well as remodelling
existing facilities.
19
Stuart Fuchsman has served as Vice President, Chief Operating Officer and a
director of the Company since November 1992. From August 1986 to October 1992,
he served as Project Manager of Central Jersey Management Group, a real estate
developer in New Jersey. His responsibilities included supervising the
construction of single family homes, including monitoring subcontractors
activities and project costs.
Richard Goldberger has served as the Chairman of the Board of Directors
since the Company's inception in February 1991. Mr. Goldberger is also a
consultant to NHG. Since October 1989, he has also served as the President and
General Partner of Mid-Investment Company, a diversified real estate company
owned by him and members of his family. From February 1953 to September 1989,
Mr. Goldberger was the Chief Executive Officer of Garden State Brickface &
Stucco Company, a concern which he founded and was owned by him and members of
his family. Since 1990, he has also served as a director of United Jersey Bank
Central N.A.
Lewis Levine has served as a director of the Company since February 1991.
From February 1991 to January 1996, he also served as Vice President and
Treasurer of the Company. Since March 1992, he has also served as the President
of New England Brickmaster Windows and Exteriors, Inc., a firm owned by his wife
and Mildred Goldberger. From April 1979 to March 1992, Mr. Levine served as
President of New England Brickmaster, Inc., a firm owned by him, Richard
Goldberger and other members of Mr. Goldberger's family and which was liquidated
in March 1992.
William Ozzard has served as a director of the Company since December 1994.
Since 1970, he has been the Senior and Managing Partner of the law firm of
Ozzard Wharton.
Ivan Szathmary was appointed to the Board in July 1995. Since 1979, Mr.
Szathmary has been a Senior Vice President of the Great Atlantic and Pacific Tea
Co., Inc.
Richard Goldberger is the father-in-law of each of Messrs. Weissbrod,
Fuchsman and Levine. Linda Weissbrod is the wife of Peter Weissbrod and the
daughter of Mr. Goldberger.
Marc Roberts was a member of the Board as of December 31, 1996, but has
since resigned from such position.
The Executive Committee has all the power and authority of the Board of
Directors in the management and affairs of the Company between meetings of the
Board of Directors, to the extent permitted by law. The Audit Committee reviews
the engagements of the independent accountants and reviews the independence of
the accounting firm, among other matters.
The following individuals, who are not executive officers or Directors of
the Company, make significant contributions to the business of the Company:
Linda Weissbrod has served as Director of Marketing of the Company since
October 1991 and served as a Vice-President of the Company until 1994. From
April 1990 until August 1991, she served as the President of Handwriting
Research Corp., a firm she founded, of which she was the sole shareholder and
which specialized in analyzing handwriting samples of potential employees of
various employers.
Angelo Maione joined NHG in January 1996 as a senior lending officer. For
more than 10 years, Mr. Maione was employed at United Jersey Bank in various
capacities, including as Deputy Portfolio Manager for the Home Equity Lending
Unit and as Manager of the Loan and Customer Service Unit at United Jersey Bank
Central, N.A.
20
Limitation of Liability and Indemnification
The Company's Certificate of Incorporation eliminates or limits in certain
circumstances the liability of directors of the Company for monetary damages for
breach of their fiduciary duty as directors and provides, generally, for
indemnification by the Company to the fullest extent permitted by Delaware law.
The Company believes that it is the position of the Commission that,
insofar as any of the foregoing provisions may be invoked to disclaim liability
for damages arising under the Securities Act, such provision is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Company is currently a party to Indemnity Agreements with each of its
directors and executive officers.
Compliance with Section 16(a) of the Exchange Act
The Company is not aware of any late flings with respect to 1996.