Edgar Filing: EMERGING VISION INC

Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)


Filed by the Registrant x

Filed by a Party other than the Registrant ¨

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¨ 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 §240.14a-12

EMERGING VISION, INC.

(Names of Registrant as Specified in its Charter)

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

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July 13, 2004

WHY YOU CAN’T TRUST FERNANDEZ AND HORIZONS

Dear Fellow Shareholders:

If you’re thinking about voting for the hand-picked nominees of Fernandez and Horizons Investors Corp. at the upcoming Annual Meeting of Shareholders, think again.

Fernandez says:

He and his hand-picked nominees are “experienced, mature and independent business people. . .” who should be entrusted with your Company’s future?

The National Labor Relations Board said:

Horizons Hotel Corp. (“Horizons Hotel”), a company owned by Fernandez, committed “unfair labor practices.” (NLRB v. Horizons Hotel Corp. d/b/a Carib Inn of San Juan, 312 NLRB 1212 (1993)).

The U. S. District Court said:

“The [National Labor Relations Board] found that ‘Fernandez improperly manipulated corporate assets to evade obligations to creditors.’” (Emphasis added) (Brooklyn Manor Corp. v. NLRB, 1999 WL 1011935 (September 22, 1999, E.D.N.Y))

The U. S. District Court also said:

“The [National Labor Relations Board] suspects that ‘improper siphoning’ and ‘fraudulent transfers’ of [Horizons Hotel’s] assets may have occurred. . . .” (Emphasis added) (Id. at *3)

An Administrative Law Judge said:

That the money of several patients was improperly “kept” by Brooklyn Manor [a nursing home owned and operated by Fernandez], and at least one patient was “deprived” of over $45,000. (Emphasis added) (In the Matter of New York State Department of Social Services v. Benito Fernandez Brooklyn Manor Home for Adults, FH# 2011361H, March 7, 1996).

The New York State Department of Health said:

Brooklyn Manor, which had committed numerous and repeated violations of and non-compliance with its Rules and Regulations, “should not be used as a placement source” because of “Systemic Endangerment.” (Emphasis added) (NYS Department of Health Referral Suspension List; DOH News, Sept. 13, 2002; DOH Adult Care Facility Quarterly Survey From January 1, 2004 through March 31, 2004)

Newsday said:

Herman Badillo, one of Fernandez’s hand-picked director nominees, “was rejected for a nursing home license in 1987 because his partner [Fernandez], an adult home operator with a history of neglecting patients, was found to be unfit according to state records.” (Emphasis added) (Newsday, July 22, 1993)

Newsday also said:

Badillo was legal counsel for Prospect, Inc., “a Fernandez promoted but ill-fated proposal to turn a defunct South Bronx hospital into a drug rehabilitation clinic” which was “attacked by government watchdogs for spending about $175,000 on the project even though it expired without treating a single addict,” and that “[s]ome of the [$175,000] was spent paying the rent on Fernandez’ one-bedroom Manhattan apartment.” (Emphasis added) (Newsday, July 22, 1993)

The New York Times said:

Joseph Erazo (another of Fernandez’ nominees), resigned in 1999 as the director of New York’s Correctional Health Services agency, and that during “Mr. Erazo’s yearlong tenure, the [Correctional Health Services] agency has been widely criticized by the Board of Corrections, a watchdog agency, for failing to monitor the quality of jail care adequately, and for being uncooperative with outside agencies and investigators.”

Mr. Erazo was “fired from his previous job as executive director of the Nassau County Medical Center” because of what was described as “an abrasive style.” In August 1998, Erazo was “forced off” the Campaign Finance Board of the City of New York. (Emphasis added) (NYT, July 10, 1999)

What should you say?

MR. FERNANDEZ – ARE YOU KIDDING?!!!

YOU CAN’T TRUST FERNANDEZ AND HIS NOMINEES

DON’T PLACE THE FUTURE OF YOUR COMPANY IN THEIR HANDS!

WE URGE YOU TO CAREFULLY CONSIDER WHAT YOU HAVE JUST READ. WE RECOMMEND THAT YOU USE THE WHITE PROXY CARD ENCLOSED, FOR YOUR CONVENIENCE, WITH THIS LETTER AND VOTE “FOR” THE ELECTION OF EACH OF ROBERT COHEN, ALAN COHEN, JOEL L. GOLD, HARVEY ROSS, CHRISTOPHER G. PAYAN AND SEYMOUR G. SIEGEL.

HOW TO PROTECT YOUR INTERESTS

To Vote For Emerging Vision’s Nominees On-Line Or By Toll-Free Telephone:

Dial the toll-free number appearing on the front of your WHITE proxy card, or use www.proxyvote.com up until 11:59 p.m. eastern time through July 13, 2004. Please have your 12-digit control number ready. Your control number is located in the upper right hand corner black box on the reverse side of your WHITE proxy card.

Voting On-Line or by toll-free telephone is the quickest way to cast your vote for Emerging Vision’s nominees.

To Vote For Emerging Vision’s Nominees By WHITE Proxy Card:

You should have received Emerging Vision’s definitive proxy materials. We urge you to vote “FOR” Emerging Vision’s nominees using the WHITE proxy card enclosed with this letter.

We urge you to discard any blue proxy card Fernandez or his company Horizons will be sending to you, or which you already may have received. Please note that a “withhold authority” vote on the blue proxy card is not effective to vote for the Company’s nominees.

The only way to vote “FOR” your company’s nominees is to sign and return a WHITE proxy card.

Even if you previously have returned a blue proxy card, at any time prior to the Annual Meeting, you can change any vote you may have cast in favor of Fernandez’/Horizons’ nominees, and vote, instead, for the election of Emerging Vision’s nominees by subsequently signing, dating and returning the enclosed WHITE proxy card. Only your latest signed and dated proxy will determine how your shares will be voted at the Annual Meeting. Please use only the WHITE proxy card.

If any of your shares are held in the name of a bank, broker or other nominee, we suggest that you promptly contact the party responsible for your account and direct them to vote your shares for the Company’s nominees by using and returning the WHITE proxy card.

For more information, please call Georgeson Shareholder Communications Inc., our proxy solicitor, using the contact information in the box below, or contact our Chief Executive Officer, Christopher G. Payan, at (516) 390-2134 or chris.payan@sterlingoptical.com.

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