Annual Meeting & Proxy Statement:
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1 PROPOSAL NO. 1 ELECTION OF DIRECTORS Shares represented by the enclosed proxy will, unless otherwise directed, be voted to elect the nominees listed below to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. In the event of a vacancy in the list of nominees, the holders of the enclosed proxy will vote for the election of a nominee acceptable to the remaining nominees. Management is not aware of any person who is unable or unwilling to stand for election or to serve if nominated. Name of Nominee Age Position with Company --------------- --- --------------------- Dan H. Eberly 48 Director and President Alan S. Casale 48 Director A. Daniel Geribo 53 Director Robert T. Maiello 47 Director Philip P. Salvatore 52 Director Bart T. Senior 34 Director Janet M. Hoey 35 Director and Treasurer Dan H. Eberly was named President and Chief Executive Officer of Metro Global Media, Inc. on December 1, 1998. Prior to his appointment at Metro, Mr. Eberly was employed, since 1995, as Chief Financial Officer and a senior management member of the executive operations and strategic planning group of Performance Polymers, Inc., the largest independent thermoplastic distributor in the United States. From 1992 through 1995, Mr. Eberly was employed by Computerland Corporation ("Computerland") as Vice-President of Operations in two subsidiaries established to acquire, restructure and operate a computer products sales and service business. During Mr. Eberly's tenure at Computerland, he also held a position as financial controller of the Northeast region of the United States. Mr. Eberly, a certified public accountant, obtained his Master's degree in Business Administration with a concentration in finance from Northeastern University. Alan S. Casale is a principal in the accounting firm of Casale, Caliri, and Jeroma since its inception in 1996. Prior to 1996, Mr. Casale was a principal in the accounting firm of Cardello, Riccitelli & Casale since 1987. Cardello, Riccitelli & Casale were the auditors of record of the Company from December 1992 to February 1993, and audited the financial statements of Metro for the years ended May 31, 1992, and May 31, 1991. Mr. Casale, who specializes in taxation, 2 valuation and litigation services, has over 25 years of experience in both the private and public sectors. Mr. Casale, a certified public accountant, received both his Bachelor of Science and Master of Taxation degrees from Bryant College. Mr. Casale is a member of both the American Institute and Rhode Society of Certified Public Accountants. A. Daniel Geribo has served as President, Treasurer, Secretary and sole director of Capital Video Corporation ("CVC"), which operates a chain of retail video stores in the New England and upstate New York areas since November 1994, and from September 1993 to November 1994 served as General Manager of CVC. From January 1983 to May 1993, Mr. Geribo served as President of Unfinished Furniture House, Inc., a chain of retail furniture stores. Mr. Geribo obtained his Master's degree in Business Administration from Babson College. Robert T. Maiello, President of Fanzine International, Inc. and Maxstone Media Group, LLC, has extensive publishing and circulation experience. Since 1996, Mr. Maiello has been President of Millenium Publishing Partners. From 1990 through 1996, Mr. Maiello was President and Publisher of GCR Publishing Group, and previous to that he held the positions of President and Publisher of Swank International. Mr. Maiello received a Bachelor of Science degree in marketing and management from St. John's University. Philip P. Salvatore is President of Philip P. Salvatore & Associates, Inc. which was established in 1993. Philip P. Salvatore & Associates, Inc. is now recognized as the leading service provider to magazine publishers in North America. Mr. Salvatore has over 30 years of both consumer product and newsstand distribution experience dating back to the Scott Paper Company, Squibb Laboratories and Combe Incorporated in various management positions. Before starting Philip P. Salvatore & Associates, Inc., Mr. Salvatore served for 12 years as Vice President, Director of Marketing for Curtis Circulation Company. Mr. Salvatore is a graduate of Salem State College with degrees in Marketing and Economics. Bart T. Senior, Executive Vice President of Philip P. Salvatore & Associates, Inc. since 1993, has over 12 years of experience in magazine newsstand publishing and distribution and plays an integral role in the management of Fanzine International, Inc. Mr. Senior was previously employed by the Curtis Circulation Company in a variety of positions, including National Marketing Manager. Along with Philip Salvatore, Mr. Senior formed Philip P. Salvatore & Associates, Inc. Philip P. Salvatore & Associates, Inc. has been hired in the single copy sales management of some of the world's largest publishing companies, including the Meridith Corporation (publisher of LADIES HOME JOURNAL and BETTER HOMES AND GARDENS), Rodale Press, Inc. (publisher of PREVENTIONS and MEN'S HEALTH) and Time-Venture, Inc. (publisher of VIBE). Mr. Senior graduated cum laude with an associate degree in Marketing from the State University of New York. Janet M. Hoey was elected Treasurer of the Company in December 1997. Ms. Hoey was employed by the accounting firm of Ernst and Young from 1985 through 1990. From 1990 through 1996, Ms. Hoey was employed as controller and financial consultant for Quantum Resources, a forensic accounting and consulting company. Prior to joining Metro, Ms. Hoey was 3 employed by Barnstable County Supply as its controller. Ms. Hoey, a certified public accountant, received her Bachelor of Science Degree from Providence College. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. PROXY CARDS EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON. |