Edgar Filing: EZ EM INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

E-Z-EM, Inc.
(Name of Registrant as Specified in Its Charter)

E-Z-EM, Inc.
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (check the appropriate box):
|_| No fee required.
|X| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
o Title of each class of securities to which transaction applies:
o Class A Common Stock, par value $.10 per share, of E-Z-EM,
Inc. ("E-Z-EM Class A Common Stock");
o Class B Common Stock, par value $.10 per share, of E-Z-EM,
Inc. ("E-Z-EM Class B Common Stock")
o Aggregate number of securities to which transaction
applies: 9,992,315
o 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): $7.88 ((i) $7.70, the average of the
high and low prices of the E-Z-EM Class A Common Stock on
July 24, 2002, as reported on the American Stock Exchange,
multiplied by 4,001,341, the total number of shares of
E-Z-EM Class A Common Stock issued and outstanding on July
24, 2002; plus (ii) $8.00, the average of the high and low
prices of the E-Z-EM Class B Common Stock on July 24, 2002,
as reported on the American Stock Exchange, multiplied by
5,990,974, the total number of shares of E-Z- EM Class B
Common Stock issued and outstanding on July 24, 2002)
divided by (9,992,315, the total number of shares of E-Z-EM
Class A Common Stock and E-Z-EM Class B Common Stock issued
and outstanding on July 24, 2002).
o Proposed maximum aggregate value of transaction: $78,739,443
o Total fee paid: $15,748
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by 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.
o Amount previously paid:
o Form, Schedule or Registration Statement No.:
o Filing Party:
o Date Filed:

PRELIMINARY PROXY STATEMENT
DATED JULY 26, 2002

------------------------------------
SUBJECT TO COMPLETION

[E-Z-EM, INC. LETTERHEAD]

[_____] [__], 2002

To the Stockholders of E-Z-EM, Inc.:

You are cordially invited to attend E-Z-EM, Inc.'s 2002 Annual
Meeting of Stockholders to be held at the Long Island Marriott, 101 James
Doolittle Boulevard, Uniondale, New York at 10:00 a.m., local time, on
Tuesday, October 15, 2002.

At the annual meeting, we will ask you to:

o approve the election of Howard S. Stern, David P. Meyers and
George P. Ward as Class III directors of the Company, each
for a term of three years, and the election of Robert J. Beckman
as a Class II director of the Company, for a term of two years,

o approve a merger of a wholly owned subsidiary of the Company
with and into the Company that will have the effect of
combining our two currently outstanding classes of common
stock into a single, newly created class of common stock; as
a result of the merger, each outstanding share of Class A
common stock and each outstanding share of Class B common
stock will be converted into one share of this new class of
common stock; following the merger, there will be no
super-majority voting requirements applicable to the
Company's new class of common stock in the Company's
certificate of incorporation; each stockholder will have one
vote per share and all matters brought before the
stockholders of the Company, other than the removal of
directors, will be determined by a majority vote, and

o ratify the appointment of Grant Thornton LLP as our
independent auditors for the fiscal year ending May 31,
2003.

Howard S. Stern, the Chairman of the Company's board, and some of
the members of Mr. Stern's family, and David P. Meyers, one of the
Company's directors, and some of the members of Mr. Meyers' family, who
collectively own approximately 64.2% of the Company's voting stock, have
agreed to support the proposed recapitalization and have each executed
irrevocable proxies in support of the recapitalization merger proposal. In
addition, directors and executive officers of the Company other than
Messrs. Stern and Meyers owning an aggregate of approximately 1.2% of the
Company's voting stock have indicated that they intend to vote their shares
in favor of the recapitalization merger proposal.

The matters that will be presented for a stockholder vote at the
annual meeting are discussed in greater detail in the accompanying proxy
statement. We also have enclosed our 2002 Annual Report on Form 10-K. If
you have any questions or comments about the matters discussed in this
document or the annual report, or about the operations of E-Z-EM generally,
we would be pleased to hear from you.

It is important that your shares be voted at the annual meeting.
If you are unable to attend the meeting in person and wish to have your
shares voted, you may vote by completing, signing and dating the enclosed
proxy card and returning it in the accompanying envelope as promptly as
possible.

Although only holders of record of E-Z-EM's Class A common stock
at the close of business on September 4, 2002 are entitled to vote at the
annual meeting, we invite all E-Z-EM stockholders, including the holders of
non-voting E-Z-EM Class B common stock, to attend. We hope that you will
take this opportunity to meet with us to discuss your company.

Please see "Risk Factors" beginning on page [__] of the
accompanying proxy statement for a discussion of risks and uncertainties
that you should consider when deciding how to vote at the annual meeting.

Sincerely,

Anthony A. Lombardo
President and Chief Executive Officer

NOTE: Holders of E-Z-EM's non-voting Class B common stock are not
entitled to vote at the annual meeting and will not receive a proxy card
with this proxy statement.

The securities to be issued in the recapitalization merger
described in this proxy statement are being issued in reliance on the
exemption from the registration requirements of the Securities Act of 1933,
as amended, provided by Section 3(a)(9) of that Act. Neither the Securities
Exchange Commission nor any state securities commission has approved or
disapproved of the common stock to be issued in connection with the
recapitalization merger described in this proxy statement or determined if
this proxy statement is accurate or complete. Any representation to the
contrary is a criminal offense.

This proxy statement is dated September [__], 2002, and is first
being mailed to stockholders on or about September [__], 2002.

E-Z-EM, INC.
717 Main Street
Westbury, New York 11590

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

I am pleased to give you notice that the 2002 Annual Meeting of
Stockholders of E-Z-EM, Inc. will be held at the Long Island Marriott, 101
James Doolittle Boulevard, Uniondale, New York, on Tuesday, October 15,
2002 at 10:00 a.m., local time. At the annual meeting you will be asked to:

o ratify the appointment of Grant Thornton LLP as our
independent auditors for the fiscal year ending May 31,
2003, and

o transact such other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on
September 4, 2002 as the record date for the annual meeting. Only
stockholders of record of the Company's Class A common stock on the
Company's stock transfer books on the close of business on that date are
entitled to vote at the meeting.

By Order of the Board of Directors,

PETER J. GRAHAM, Secretary
Westbury, New York

Dated: September [__], 2002

Whether or not you expect to be present at the meeting, you are
urged to fill in, date, sign and return the enclosed proxy card in the
envelope that is provided, which requires no postage if mailed in the
United States.

If you wish to attend the annual meeting, please check the
appropriate box on the enclosed proxy card and return it in the enclosed
envelope.

The annual meeting for which this notice is given may be adjourned
from time to time without further notice other than announcement at the
meeting or any adjournment thereof. Any business for which notice is hereby
given may be terminated at any such adjourned meeting.

TABLE OF CONTENTS

PAGE

SUMMARY TERM SHEET...........................................................................1

QUESTIONS AND ANSWERS ABOUT THE RECAPITALIZATION
MERGER AND THE ANNUAL MEETING................................................................1

RISK FACTORS.................................................................................8

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................................9

THE STOCKHOLDERS MEETING....................................................................11
Date, Time and Place...............................................................11
Proposals To Be Considered.........................................................11
Record Date; Voting Securities.....................................................11
Votes Required.....................................................................12
Share Ownership of Management and Certain Stockholders.............................12
Voting of Proxies..................................................................13
Revocability of Proxies............................................................13
Solicitation of Proxies............................................................14

ELECTION OF DIRECTORS.......................................................................15
Nominees...........................................................................15
Recommendation of the Board of Directors...........................................16
Other Directors....................................................................16
Meetings...........................................................................17
Compensation of Directors..........................................................18
Executive Officers.................................................................19

EXECUTIVE COMPENSATION......................................................................21
Summary Compensation Table.........................................................21
Option/SAR Grants Table............................................................22
Aggregated Option Exercises and Fiscal Year-End Option Value Table.................22
Employment Contracts...............................................................23
Severance Arrangements.............................................................23
Audit Committee Report.............................................................24
Compensation and Stock Option Committee Report on Executive Compensation...........24
Security Ownership.................................................................26
Stock Performance..................................................................29
Certain Relationships and Related Transactions.....................................30
Section 16(a) Beneficial Ownership Reporting Compliance............................31

THE RECAPITALIZATION........................................................................32
Background and Reasons for the Recapitalization....................................32
Recommendation of the Board of Directors...........................................36
Opinion of E-Z-EM's Financial Advisor..............................................37
Certain Effects of the Recapitalization Merger.....................................43
Conversion of Shares...............................................................44
Treatment of Stock Options.........................................................44
Employee Benefit Plans.............................................................44
Federal Securities Law Consequences................................................45
Material Federal Income Tax Consequences of the Recapitalization...................45
Accounting Treatment...............................................................46
AMEX Listing.......................................................................46
No Appraisal Rights................................................................46
Regulatory Approval................................................................47

THE AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION.......................................48
The Recapitalization...............................................................48
Conversion of Shares in the Recapitalization.......................................48
Certificate of Incorporation and By-Laws of the Company............................48
Exchange of Certificates...........................................................49
Treatment of Stock Options ........................................................49
Effective Time of the Recapitalization.............................................50
Board of Directors and Officers of the Surviving Corporation.......................50
Conditions to Completion of the Recapitalization Merger............................50
Termination........................................................................50
Amendment; Waiver..................................................................50

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
FOLLOWING THE RECAPITALIZATION..............................................................51
Description of Capital Stock of the Company Following the Recapitalization.........51
Comparison of the Rights of Stockholders...........................................52

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.........................................55
General............................................................................55
Recommendation of the Board of Directors...........................................56

ANNUAL REPORT...............................................................................56

STOCKHOLDER PROPOSALS.......................................................................56

OTHER MATTERS...............................................................................56

WHERE YOU CAN FIND MORE INFORMATION.........................................................57

ANNEX A - Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

ANNEX B - Agreement and Plan of Merger and Recapitalization

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE RECAPITALIZATION
MERGER AND THE ANNUAL MEETING

When and where will the annual meeting be held?

The annual meeting will take place at the Long Island Marriott,
101 James Doolittle Boulevard, Uniondale, New York, on October15, 2002 at
10:00 a.m., local time. See "The Stockholders Meeting-Date, Time and Place"
beginning on page [__] for more information.

What am I being asked to vote on at the annual meeting?

If you are a holder of shares of Class A common stock, we are
asking you to vote those shares on three matters:

o the election of Howard S. Stern, David P. Meyers and George
P. Ward as Class III directors of the Company, each for a
term of three years, and the election of Robert J. Beckman
as a Class II director of the Company, for a term of two years,

o a merger of a wholly-owned subsidiary of the Company with
and into the Company that will have the effect of combining
our two currently outstanding classes of common stock into a
single, newly created class of common stock; as a result of
the merger, each outstanding share of Class A common stock
and each outstanding share of Class B common stock will be
converted into one share of this new class of common stock;
following the merger, there will be no super-majority voting
requirements applicable to the Company's new class of common
stock in the Company's certificate of incorporation; each
stockholder will have one vote per share and all matters
brought before the stockholders of the Company, other than
the removal of directors, will be determined by a majority
vote, and

o the ratification of the appointment of Grant Thornton LLP as
our independent auditors for the fiscal year ending May 31,
2003.

Who is entitled to vote?

Only holders of Class A common stock on the September 4, 2002
record date for the annual meeting are eligible to vote. Holders of
non-voting Class B common stock will not be entitled to vote on any matter
presented at the annual meeting.

What is the recapitalization merger?

The recapitalization merger is the mechanism we will use to
combine our two currently outstanding classes of common stock into a single
class of common stock. We currently have two publicly traded classes of
common stock. Our Class A common stock is traded on the American Stock
Exchange, or AMEX, under the symbol "EZM.A." As of the record date, there
were [__________] shares of Class A common stock issued and outstanding.
Our Class B common stock is traded on the AMEX under the symbol "EZM.B." As
of the record date, there were [_____________] shares of Class B common
stock issued and outstanding. On July 9, 2002, the last trading day prior
to the public announcement that the Company intended to proceed with the
recapitalization merger, the closing price of the Class A common stock and
the Class B common stock was $8.06 per share and $7.75 per share,
respectively, as reported on the AMEX. On September [__], 2002, the last
trading day prior to the printing of this proxy statement, the closing
price of the Class A common stock and the Class B common stock was $[___]
per share and $[___] per share, respectively, as reported on the AMEX.

In connection with the recapitalization merger proposal, we have
entered into an agreement and plan of merger and reorganization with a
newly formed, wholly owned subsidiary of E-Z-EM. A copy of this agreement,
which we refer to in this proxy statement as the recapitalization merger
agreement, is attached as Annex B to this proxy statement. As provided in
the recapitalization merger agreement, if the recapitalization merger
proposal is approved by stockholders and the other conditions to completion
of the recapitalization merger are satisfied, our wholly owned subsidiary
will be merged with and into E-Z-EM. As a result of the merger, each
outstanding share of Class A common stock and each outstanding share of
Class B common stock will be converted into one share of our new common
stock.

Why is the recapitalization merger being proposed?

We believe that the simplified capital structure that will result
from the recapitalization merger will assist your board of directors and
management in creating and preserving long-term stockholder value. We
expect our new structure will provide, among others, the following
benefits:

o eliminating potential investor confusion and additional
administrative expenses caused by our dual class capital
structure,

o eliminating any negative impact on the market price of our
shares that we believe results from our dual class
structure,

o potentially increasing our investor base and the liquidity,
trading volume and trading efficiencies of our common
shares,

o potentially increasing our ability to use stock as an
acquisition currency, and

o potentially enhancing our ability to attract analyst
coverage and investments by mutual funds and other types of
investors that do not purchase non-voting securities.

What will I receive in the recapitalization merger?

In the recapitalization merger, you will receive one share of a
new class of the Company's common stock for each share of Class A common
stock and each share of Class B common stock you own when the
recapitalization merger is completed. This new class of common stock will
be the only outstanding class of E-Z-EM common stock following the
recapitalization merger.

What effects will result from the recapitalization merger?

As a result of the recapitalization merger:

o Although the relative ownership interest of each holder of
common stock will be the same immediately after the
recapitalization merger as it was prior thereto, the relative
voting power of the Class A common stock will be reduced by
approximately [__]% as a result of the conversion of the
non-voting Class B common stock into shares of the new class
of voting common stock that will be issued in the
recapitalization merger.

o The current Class A common stock and Class B common stock
will cease to be listed on the AMEX and these classes of
stock will cease to exist.

o The Company will terminate registration of the Class A common
stock and Class B common stock under the Exchange Act.

o The recapitalization will not have an adverse impact on the
Company's stock option plans or employee stock purchase plan.
Each outstanding employee option to purchase shares of Class
A common stock and Class B common stock will be converted
into an option to purchase the same number of shares of the
Company's new common stock as were subject to the old option.
The exercise price and other terms of the options will remain
the same as before the recapitalization.

o All of our employee benefit and welfare plans, such as our
medical plans and pension plans, are expected to continue
substantially unchanged and benefits under these plans are
not expected to be affected by the recapitalization.

How will my rights as a stockholder differ after the recapitalization?

After the recapitalization occurs, all of the Company's
stockholders will hold the same class of E-Z-EM common stock. This new
class of common stock will entitle the holder to one vote per share on all
matters submitted to a stockholder vote. Except in the case of a vote
regarding the removal of directors, super-majority voting requirements will
not be applicable to any matters submitted to a stockholder vote and all
such matters will be decided by a majority vote. In addition, we will
eliminate the provisions of our certificate of incorporation requiring that
a tender offer be made for the outstanding shares of Class B common stock
under some circumstances. We will also eliminate the other provisions
relating to the shares of Class A common stock and Class B common stock,
including the current dividend preference on the Class B shares, since
these classes of stock will no longer exist after the recapitalization.
Aside from these changes, the Company's certificate of incorporation and
by-laws will remain the same as prior to the recapitalization.

What is the position of the board of directors regarding the proposed
recapitalization?

Your board of directors believes that the recapitalization merger
agreement and the transactions contemplated by that agreement, including
the merger that will effect the recapitalization of the Company, are
advisable and fair to, and in the best interests of the Company and all of
our stockholders. Your board of directors, by a unanimous vote of those
present, approved the recapitalization merger and recommends that you vote
FOR the recapitalization merger proposal.

Do E-Z-EM's significant stockholders support the proposed recapitalization?

Yes. Howard S. Stern, the Chairman of the Company's board, and
some of the members of Mr. Stern's family, and David P. Meyers, one of the
Company's directors, and some of the members of Mr. Meyers' family, who
collectively own approximately 64.2% of the Company's voting stock, have
agreed to support the proposed recapitalization and have each executed
irrevocable proxies in support of the recapitalization merger proposal. See
"Background and Reasons for the Proposed Recapitalization" beginning on
page [__] for a more detailed description of the agreement among Messrs.
Stern and Meyers and their respective family members.

Do I have appraisal rights?

Under the applicable law of Delaware, our state of incorporation,
neither the holders of Class A common stock nor the holders of Class B
common stock will have appraisal rights in connection with the
recapitalization merger.

What companies are involved in the recapitalization merger?

E-Z-EM, Inc.

E-Z-EM, the world's largest manufacturer of contrast agents for
gastrointestinal radiology, has developed the only CT injector on the
market that can help detect contrast extravasation, the new EmpowerCT(TM)
with patented EDA(TM) technology. The Company has also recently introduced
a complete tool kit for virtual colonoscopy (also referred to as CT
colonography, or CTC), an innovative technology that could lead to a
substantial increase in the number of patients being screened for
colorectal cancer. Virtual colonoscopy visualizes the gastrointestinal
tract using advanced CT imaging and 3D computer reconstruction of that
data. The Company's product line consists of the InnerviewGI(TM) 3D imaging
workstation; LoSo Prep(TM) and NutraPrep(TM) patient-friendly colon
preparation products and nutritional meal kits; a tagging agent trade-named
Tagitol(TM) to help practitioners distinguish pathology from colonic
residue; and the PROTOCO2L(TM) carbon dioxide colon insufflation system.
E-Z-EM's wholly owned subsidiary, AngioDynamics, manufactures a wide range
of products, including angiographic, vascular access, thrombolytic,
angioplasty, stents, as well as abdominal infection drainage products.
AngioDynamics' focus is on diagnostic and therapeutic products for
interventional radiology and other areas of minimally invasive surgery.
Enteric Products, Inc., another subsidiary, develops, manufactures and
markets tests for detection of the ulcer- and cancer-causing bacterium
Helicobacter pylori.

Merger Sub

E-Z-EM Merger Sub, Inc., a wholly owned subsidiary of E-Z-EM, is a
newly formed corporation formed for the sole purpose of implementing the
recapitalization merger. Merger Sub has not conducted any business since
its formation. At the time of the recapitalization merger, Merger Sub will
merge into E-Z-EM and cease to exist.

For additional information on E-Z-EM or Merger Sub, please contact
Dennis J. Curtin at 1-800-544-4624, ext. 320 (E-mail: dcurtin@ezem.com), or
visit our corporate web site at www.ezem.com. E-Z-EM's address is 717 Main
Street, Westbury, New York 11590.

What risks should I consider in voting on the recapitalization merger?

You should review "Risk Factors" on page [__].

What stockholder vote is required to approve the proposals at the annual
meeting?

Election of Directors

The directors nominated for election will be elected by a
plurality of the votes cast by the holders of shares of Class A common
stock, in person or by proxy, at the annual meeting. Abstentions from
voting and broker "non-votes" on the election of directors will have no
effect since they will not represent votes cast at the annual meeting for
the purpose of electing directors.

Approval of the Plan of Merger and Recapitalization Agreement

The recapitalization merger proposal must be approved by the
holders of 66% of the shares of Class A common stock actually voted at the
annual meeting and by the holders of a majority of the outstanding shares
of Class A common stock. For the purposes of this vote, a vote to abstain
and a broker non-vote will each have the same legal effect as a vote cast
AGAINST approval of the recapitalization merger proposal.

Ratification of the Appointment of Independent Auditors

The proposal to ratify the board's appointment of Grant Thornton
LLP as the Company's independent auditors for the fiscal year ending May
31, 2003 must be approved by the affirmative vote of a majority of the
votes cast at the annual meeting. For the purposes of this vote, a vote to
abstain and a broker non-vote will each have the same legal effect as a
vote cast AGAINST the ratification of the appointment of the independent
auditors.

When is the recapitalization merger expected to be completed?

If stockholders approve the recapitalization merger proposal at
the annual meeting, we currently expect the recapitalization merger to be
completed on or shortly after the date of the annual meeting.

Should I send in my stock certificates now?

No. If the recapitalization merger is completed, you will receive
written instructions on how to exchange your stock certificates. See "The
Recapitalization - Exchange of Shares" beginning on page [__] for more
information.

What are the federal income tax consequences of the recapitalization
merger?

We believe that the recapitalization will constitute a
"recapitalization" within the meaning of Section 368(a)(1)(E) of the
Internal Revenue Code. Accordingly, you will not recognize any gain or loss
upon the receipt of new common stock in exchange for your old Class A
common stock or Class B common stock pursuant to the recapitalization.

A stockholder's aggregate adjusted tax basis in the new common
stock received in the recapitalization will be equal to such stockholder's
aggregate tax basis in its old Class A common stock or Class B common stock
surrendered in exchange therefor. A stockholder's holding period for the
new common stock received in the recapitalization should include such
stockholder's holding period for its old Class A common stock or Class B
common stock surrendered in exchange therefor.

You are strongly urged to consult your tax advisor as to the
specific tax consequences to you of the recapitalization, including the
application of federal, state, local and foreign income and other tax laws
based on your particular facts and circumstances.

See "The Recapitalization - Material Federal Income Tax
Consequences of the Recapitalization" for more information.

What do I need to do now?

First, read this proxy statement carefully. Then, you should, as
soon as possible, submit your proxy by either executing and returning the
enclosed paper proxy card. See "The Stockholders Meeting" beginning on page
[__] for more information.

How important is my vote?

Notwithstanding that Messrs. Stern and Meyers and their respective
family members who collectively own approximately 64.2% of the Company's
voting stock have each executed irrevocable proxies in support of the
recapitalization merger proposal, the recapitalization merger cannot be
completed without the affirmative vote of the holders of 66% of the shares
of E-Z-EM Class A common stock actually voted at the annual meeting and by
the holders of a majority of the outstanding shares of Class A common
stock, therefore, every stockholder vote is important. An abstention or
failure to vote will have the same effect as a vote against the merger.

If my broker holds my shares in "street name," will my broker vote my
shares for me?

Your broker has the discretion to vote your shares without any
instructions from you on the approval of the nominees for director and the
ratification of Grant Thornton LLP as the Company's independent auditors
for the fiscal year ending May 31, 2003. However, your broker will vote
your shares on the recapitalization merger agreement proposal only if you
provide written instructions on how to vote. You should follow the
directions provided by your broker regarding how to instruct your broker to
vote your shares. See "The Stockholders Meeting-Voting of Proxies"
beginning on page [__] for more information.

May I change my vote after I have submitted my proxy?

Yes. To change your vote you can do any of the following:

o deliver to the Secretary of the Company prior to the annual
meeting a written notice of revocation bearing a later date
or time than the proxy,

o submit another proxy by mail that is later dated and, if
applicable, that is properly signed, or

o attend the annual meeting and vote in person.

Attendance at the annual meeting will not by itself constitute
revocation of a proxy. If an adjournment occurs, it will have no effect on
the ability of stockholders of record as of the record date to exercise
their voting rights or to revoke any previously delivered proxies. E-Z-EM
does not expect to adjourn the annual meeting for a period of time long
enough to require the setting of a new record date for such meeting. See
"The Stockholders Meeting-Revocability of Proxies" beginning on page [__]
for more information.

Where can I find more information about E-Z-EM?

You can find more information about E-Z-EM from various sources
described under "Where You Can Find More Information" beginning on page
[__] of this proxy statement.

Who can help answer my questions?

If you have any questions concerning the recapitalization merger
proposal, any other proposal or the annual meeting, if you would like
additional copies of the proxy statement or if you will need special
assistance at the meeting, please call our Senior Vice President - Chief
Financial Officer, Dennis J. Curtin, at (800) 544-4624, ext. 320. In
addition, information regarding the annual meeting is available via the
Internet at our website (www.ezem.com). The summary information provided
above in "question and answer" format is for your convenience only and is
merely a brief description of material information contained in this proxy
statement.

RISK FACTORS

In addition to the other information included in this proxy
statement, including the matters addressed in "Special Note Regarding
Forward-Looking Statements" on page [__], you should carefully consider the
matters described below in determining whether to approve the
recapitalization merger proposal.

We may not realize all the benefits we expect from the recapitalization
merger.

The combination of Class A common stock and Class B common stock
to a single class of new voting common stock may not enhance stockholder
value or improve the liquidity and marketability of the Company's stock. In
addition, factors unrelated to our stock or our business, such as the
general perception of the recapitalization by the investment community, may
cause a decrease in the value of the new common stock and impair its
liquidity and marketability. In addition, securities markets worldwide have
recently experienced significant price and volume fluctuations. This market
volatility, as well as general economic, market or political conditions,
could cause a reduction in the market price and liquidity of our new common
stock following the recapitalization merger, particularly if the
recapitalization is not viewed favorably by the investment community.

The trading price of our new common stock may be less than the value of the
securities you currently hold.

If the recapitalization merger is completed, you will receive
shares of a new class of our common stock with no prior trading history or
trading market. This new security may experience price volatility and there
can be no assurance that the trading price of this new common stock will be
greater than the price at which your shares of Class A or Class B common
stock currently trade. Accordingly, the value of the stock you receive in
the recapitalization merger may be less than, equal to or greater than the
value of the securities you will be giving up in the merger. It is not
possible to predict the trading price of our new common stock with any
degree of accuracy.

The recapitalization merger will reduce the relative voting power of the
Class A shares.

Our currently outstanding Class B common stock does not entitle
the holder to any voting rights, except as required by law. As such, all of
the Company's voting power is currently vested in the Class A shares. Since
shares of both Class A common stock and Class B common stock will be
converted in the recapitalization merger into shares of a new class of
E-Z-EM voting common stock, the voting power of the Class A shares will be
diluted. Since we currently have [______] outstanding shares of Class A
common stock and [_____] outstanding shares of Class B common stock, after
conversion of the Class A shares in the recapitalization merger, the holder
of a Class A share will experience an approximately [__]% reduction in
relative voting power. Some of the current significant holders of our Class
A shares also hold a significant percentage of our outstanding Class B
shares. Accordingly, those holders may not experience as significant a
reduction in actual voting power as holders that only own Class A shares.
In addition, following the recapitalization merger, the current
super-majority voting requirements contained in the Company's certificate
of incorporation, which may have certain anti-takeover and other
potentially beneficial effects, will be eliminated. After the
recapitalization merger, stockholders will not have the benefit of these
provisions.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes various forward-looking statements
about E-Z-EM that are subject to risks and uncertainties. Forward-looking
statements include the information concerning future financial performance,
business strategy and the projected plans and objectives of E-Z-EM set
forth under:

o "Questions and Answers About the Recapitalization Merger and
the Annual Meeting," and

o "The Recapitalization".

Statements preceded by, followed by or that otherwise include the
words "believes", "expects," "anticipates," "intends," "estimates,"
"plans," "may increase," "may fluctuate" and similar expressions or future
or conditional verbs such as "will," "should," "would," and "could" are
generally forward-looking in nature and not historical facts. You should
understand that certain factors, in addition to those discussed elsewhere
in this proxy statement, could affect the future results of the Company,
and could cause results to differ materially from those expressed in such
forward-looking statements, including:

o the ability of the Company to develop its products;

o future actions by the FDA or other regulatory agencies;

o results of pending or future clinical trials;

o general market conditions, competition and pricing;

o the financial resources of, and products available to,
competitors;

o changes in laws and regulations, including changes in accounting
standards;

o changes in the securities and foreign exchange markets; and

o the market's perception of the proposed recapitalization.

These forward-looking statements involve risks and uncertainties in
addition to the risk factors described above under "Risk Factors" beginning
on page [__].

Most of these factors are difficult to predict accurately and are
generally beyond the control of E-Z-EM.

You should consider the areas of risk described above in
connection with any forward- looking statements that may be made by E-Z-EM
or anyone acting for E-Z-EM. Except for their ongoing obligations to
disclose material information under the federal securities laws, E-Z-EM
undertakes any obligation to release publicly any revisions to any
forward-looking statements, to report events or circumstances after the
date of this proxy statement or to report the occurrence of unanticipated
events. For any forward-looking statements contained in this proxy
statement, E-Z- EM claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.

THE STOCKHOLDERS MEETING

Date, Time and Place

This proxy statement is being furnished to you in connection with
the solicitation of proxies by the board of directors of E-Z-EM, Inc. from
holders of E-Z-EM's Class A common stock for use at the annual meeting of
stockholders to be held at the Long Island Marriott, 101 James Doolittle
Boulevard, Uniondale, New York, on October 15, 2002 at 10:00 a.m., local
time, and at any adjournments or postponements of the annual meeting.

Proposals To Be Considered

At the annual meeting, we will ask holders of Class A common stock
to consider and vote upon the following items:

Election of Directors

The election of four of the Company's nine directors. If elected,
the Board's nominees for Class III director, Howard S. Stern, David P.
Meyers and George P. Ward, will each serve until the 2005 annual meeting of
stockholders and the Board's nominee for Class II director, Robert J.
Beckman, will serve until the 2004 annual meeting of stockholders, or, in
each case, until their respective successors are duly elected and
qualified.

Approval of the Recapitalization Merger

Approval of a merger of a wholly-owned subsidiary of the Company
with and into the Company that will have the effect of combining our two
currently outstanding classes of common stock into a single, newly created
class of common stock; as a result of the merger, each outstanding share of
Class A common stock and each outstanding share of Class B common stock
will be converted into one share of this new class of common stock;
following the merger, there will be no super-majority voting requirements
applicable to the Company's new class of common stock in the Company's
certificate of incorporation; each stockholder will have one vote per share
and all matters brought before the stockholders of the Company, other than
removal of directors, will be determined by a majority vote.

Ratification of Appointment of Independent Auditors

Ratification of the appointment of Grant Thornton LLP as the
independent auditors for the Company for the fiscal year ending May 31,
2003.

Record Date; Voting Securities

As of the close of business on September 4, 2002, there were
[______________] outstanding shares of the Company's Class A common stock
entitled to notice of and to vote at the annual meeting. Holders of the
Class A common stock have one vote per share on each matter to be acted
upon. Only stockholders of Class A common stock of record at the close of
business on the record date for the annual meeting will be entitled to vote
at the meeting and at any adjournment thereof. A majority of the
outstanding shares of Class A common stock present in person or by proxy is
required to constitute a quorum at the meeting. For purposes of determining
the presence of a quorum for transacting business at the annual meeting,
abstentions and broker "non-votes" (proxies from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which
have not been voted.

Votes Required

Election of Directors

The directors nominated for election will be elected by a
plurality of the votes cast, in person or by proxy, at the annual meeting.
Abstentions from voting and broker "non-votes" on the election of directors
will have no effect since they will not represent votes cast at the annual
meeting for the purpose of electing directors.

Approval of the Plan of Merger and Recapitalization Agreement

Ratification of the Appointment of Independent Auditors

Share Ownership of Management and Certain Stockholders

As of [__________], 2002, directors and executive officers of the
Company beneficially owned (excluding currently exercisable options), an
aggregate of approximately [__________] shares of Class A common stock and
[__________] shares of Class B common stock, representing [__________]% of
the Class A common stock and [__________]% of the Class B common stock
issued and outstanding and [__________]% of the Company's voting power.

The Company's directors and executive officers have indicated that
they also intend to vote their shares in favor of the election of the
nominees for director and in favor of the ratification of the appointment
of Grant Thornton LLP as the Company's independent auditors for the 2003
fiscal year.

Voting of Proxies

Shares of Class A common stock will be voted in accordance with
the instructions contained therein. If no specification is indicated on the
proxy, the shares of Class A common stock represented thereby will be
voted:

o FOR the election as directors of the persons who have been
nominated by the Board of Directors;

o FOR the approval of the recapitalization merger proposal;

o FOR the ratification of the appointment of Grant Thornton LLP
as the Company's independent auditors for the fiscal year
ending May 31, 2003; and

o with respect to any other matter that may properly be brought
before the annual meeting in accordance with the judgment of
the person or persons voting. It is not expected that any
matter other than as described in this proxy statement will
be brought before the annual meeting.

Revocability of Proxies

The grant of a proxy on the enclosed proxy card does not preclude
a stockholder from voting in person. You may revoke a proxy at any time
prior to your proxy being voted at the annual meeting by:

o delivering to the Secretary of the Company, prior to the
annual meeting, a written notice of revocation bearing a
later date or time than the proxy,

o submitting another proxy by mail that is later dated and, if
applicable, that is properly signed, or

o attending the annual meeting and voting in person.

Solicitation of Proxies

The cost of solicitation of proxies being solicited on behalf of
the board of directors will be borne by the Company. In addition to the use
of the mail, proxy solicitation may be made by telephone, facsimile and
personal interview by officers, directors and employees of the Company. The
Company will, upon request, reimburse brokerage houses and persons holding
Class A common stock in the names of their nominees for their reasonable
expenses in sending soliciting material to their principals.

Stockholders should not send stock certificates with
their proxy cards.

ELECTION OF DIRECTORS

Nominees

The Company's board of directors currently consists of nine
directors. The board is classified into three classes, each of which has a
staggered three-year term. At the annual meeting, the stockholders will
elect three Class III directors and one Class II director. If elected,
Howard S. Stern, David P. Meyers and George P. Ward will hold office until
the annual meeting of stockholders to be held in 2005 and until their
successors are duly elected and qualified and Robert J. Beckman will hold
office until the annual meeting of stockholders to be held in 2004 and
until his successor is duly elected and qualified. The Class I directors
and the other Class II directors will continue in office during the terms
indicated below. Unless otherwise specified, all proxies received will be
voted in favor of the election of the nominees named below as directors of
the Company. Directors will be elected by a plurality of the votes cast, in
person or by proxy, at the annual meeting. Abstentions from voting and
broker "non-votes" on the election of directors will have no effect since
they will not represent votes cast at the annual meeting for the purpose of
electing directors.

The term of each of the current Class III directors expires at the
annual meeting when his respective successor is duly elected and qualified.
Management has no reason to believe that any of the nominees will be unable
or unwilling to serve as a director, if elected. Should any of the nominees
not remain a candidate for election at the date of the annual meeting, the
proxies will be voted in favor of the nominees who remain candidates and
may be voted for substitute nominees selected by the board of directors.
The names of the nominees and certain information concerning them are set
forth below:

Nominees to Class III of the Board of Directors

First Year
Name Principal Occupation Age Became Director
---- -------------------- --- ---------------
Howard S. Stern Chairman of the Board 71 1962

David P. Meyers President of AlphaCord, Inc. 38 1996

George P. Ward Independent Consultant 64 2002

Howard S. Stern, age 71, is a co-founder of the Company and has
served as Chairman of the Board and director of the Company since its
formation in 1962. Mr. Stern has also served as President and Chief
Executive Officer of the Company from 1997 to 2000. From 1990 to 1994, Mr.
Stern served as Chief Executive Officer, and from the formation of the
Company until 1990, he served as President and Chief Executive Officer. Mr.
Stern is also a director of ITI Medical Technologies, Inc. The Company has
an investment in ITI Medical Technologies, Inc.

David P. Meyers, age 38, has been a director of the Company since
1996. He is a founder of AlphaCord, Inc., which provides cryopreservation
of umbilical cord blood, and has served as its President since April 2002.
He is also the founder of MedTest Express, Inc., an Atlanta, Georgia based
provider of contracted laboratory services for home health agencies, and
has served as its President, Chief Executive Officer and director since
1994.

George P. Ward, age, 64, has been a director of the Company since
August 2002. He has served as Executive Vice President - Business
Development of Health Center Internet Services, Inc. in San Francisco,
California from 1997 until 2001. He also acted as an independent consultant
and served as a director of ALI Technologies, Inc. of Richmond, British
Columbia from 1996 until July 2002. Mr. Ward began his career with GE
Aerospace, and worked in both the aerospace group and ran the X-Ray
business for GE Medical System. He also has been a Board member of
California Blue Cross and Blue Shield, has extensive management experience
in both public and private companies, and has been a chief executive
officer of several public companies. He is also a director of ALI Holdings
LLC.

Robert J. Beckman, age 54, has been a director of the Company
since August 2002. He is a founder and has been a Managing Partner of The
Channel Group, a venture management and corporate advisory business
focusing on global life sciences, since January 2002. Previously, he
founded Intergen Co., a global leader focused on providing technology and
biologicals to the pharmaceutical/biotechnology and clinical diagnostic
industries, and served as its Chief Executive Officer from 1987 until
December 2001. He is also the Chairman of the Board of Bio Sample Inc.

Nominee to Class II of the Board of Directors*

Year First
Name Principal Occupation Age Became Director
---- -------------------- --- ---------------

Robert J. Beckman Managing Partner of The 54 2002
Channel Group

------------

* Mr. Beckman was appointed to the board of directors in August 2002
to fill the vacancy created by the resignation of Robert M. Topol.
Under the Company's by-laws, directors appointed to fill vacancies
or newly created directorships are required to stand for election
at the next annual meeting of stockholders.

Recommendation of the Board of Directors

The board of directors recommends a vote for the election of each
of the nominees.

The following Class I and II directors will continue on the board
of directors for the terms indicated:

Other Directors

Class I Directors (Term Expiring in 2003):

Michael A. Davis, M.D., age 61, has served as Medical Director and
director of the Company since 2000. Previously, he served as Medical
Director/Technical Director and director of the Company from 1997 to 2000,
as Medical Director and director of the Company from 1995 to 1996, and as
Medical Director from 1994 to 1995. He has been Visiting Professor of
Radiology at Harvard Medical School and Visiting Scientist in Radiology at
Massachusetts General Hospital since May 2002. He has also served as Senior
Vice President and Chief Medical Officer of MedEView, Inc. (radiology
informatics) since May 2002. Previously, he was Professor of Radiology and
Nuclear Medicine and Director of the Division of Radiologic Research,
University of Massachusetts Medical Center from 1980 until May 2002. He
also served as the President and Chief Executive Officer of Amerimmune
Pharmaceuticals, Inc. and its wholly-owned subsidiary, Amerimmune, Inc.,
during 1999. He is also a director of MacroChem Corp. and Amerimmune
Pharmaceuticals, Inc.

James L. Katz, CPA, JD, age 66, has been a director of the Company
since 1983. He is a founder of Lakeshore Medical Fitness, LLC (owns and
manages medical fitness facilities), and has served as its Chief Executive
Officer since 2000. He is also a founder of Medical Imaging of Northbrook
Court, LLC (screening and diagnostic imaging) and has served as an
administrative member since October 2001. Previously, he had been a founder
and managing director from its organization in 1995 until 2000 of Chapman
Partners LLC (investment banking). From its acquisition in 1985 until its
sale in 1994, he was the co-owner and President of Ever Ready Thermometer
Co., Inc. From 1971 until 1980 and from 1983 until 1985, he held various
executive positions with Baxter International and subsidiaries of Baxter
International, principally that of Chief Financial Officer of Baxter
International. He is also a director of Intec, Inc., Lakeshore Management
Group, LLC and Lifestart Wellness Network, LLC, as well as a member of the
Board of Advisors of Jerusalem Global and The Patterson Group.

Anthony A. Lombardo, age 55, has served as President, Chief
Executive Officer and director of the Company since 2000. Prior to joining
the Company, he served as President of ALI Imaging Systems, Inc. (radiology
information management) from 1998 to 2000. From 1996 to 1998, Mr. Lombardo
served as Global Manager of the Integrated Imaging Systems business of
General Electric Medical Systems. Mr. Lombardo is also a director of
PointDx, Inc. The Company has an investment in PointDx, Inc.

Class II Directors (Term Expiring in 2004):

Paul S. Echenberg, age 58, has been a director of the Company
since 1987 and has served as Chairman of the Board of E-Z-EM Canada Inc.
since 1994. He has been the President, Chief Executive Officer and Director
of Schroders & Associates Canada Inc. (investment buy-out advisory
services) and director of Schroders Ventures Ltd. since 1997. He is also a
founder and has been a general partner and director of Eckvest Equity Inc.
(personal investment and consulting services) since 1989. He is also a
director of Lallemand Inc., Benvest Capital Inc., Colliers MacAuley
Nicholl, Huntington Mills (Canada) Ltd., ITI Medical Technologies, Inc.,
Flexia Corp., Fib-Pak Industries Inc., Med-Eng Systems Inc., MacroChem
Corp., Matra Plast Industries Inc. and A.P. Plasman Corp. The Company has
an investment in ITI Medical Technologies, Inc.

Donald A. Meyer, age 68, has been a director of the Company since
1968. Since 1995, he has acted as an independent consultant in legal
matters to arts and business organizations, specializing in technical
assistance. He had been the Executive Director of the Western States Arts
Federation, Santa Fe, New Mexico, which provides and develops regional arts
programs, from 1990 to 1995. From 1958 through 1990, he was an attorney
practicing in New Orleans, Louisiana. He is also a director of Site Santa
Fe, Santa Fe Stages, Santa Fe Youth Symphony and Rancho de las Golondrinas.

For information about Mr. Beckman, who currently serves as a Class
II director, see "Nominee to Class II of the Board of Directors" above.

Meetings

The board of directors held four regular meetings and eight
special meetings by conference call during the 2002 fiscal year. From time
to time, the members of the board of directors act by unanimous written
consent pursuant to the laws of the State of Delaware. No director attended
fewer than 83% of all Board meetings during the 2002 fiscal year.

The Company has a standing Executive Committee, Audit Committee,
Nominating Committee, Compensation Committee and Finance Committee.

The Executive Committee has the power and authority to act on
behalf of the board during intervals between regularly scheduled Board
meetings. The members of the Executive Committee are Messrs. Stern,
Echenberg and Katz. The Executive Committee did not meet during the 2002
fiscal year.

The Audit Committee recommends to the board the selection of
independent accountants and reviews the scope and results of the annual
audit. The members of the Audit Committee are Messrs. Katz, Echenberg and
Meyer. The Audit Committee met once during the 2002 fiscal year and had
several informal discussions.

The Nominating Committee recommends to the board nominees for
election to the board. The Nominating Committee will consider nominees for
directors recommended by stockholders upon submission in writing to the
Secretary of the Company of the names of such nominees, together with their
qualifications for service with the Company. As part of this process the
Nominating Committee retained an executive search firm to assist the
committee in developing an appropriate candidate list of potential new
Board members. The committee retained the Blau/Mancino executive search
firm to conduct a Board candidate search. The firm identified candidates
based on an extensive profile of the requirements developed by the
Nominating Committee. The firm developed a scoring matrix to rank the
candidates and the Nominating Committee interviewed the candidates and made
its recommendation to the Board of Directors. The members of the Nominating
Committee are Messrs. Stern, Lombardo, Meyer and Meyers. The Nominating
Committee met three times during the 2002 fiscal year.

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and
key employees. The Compensation Committee also sets the policies and
parameters of the Company's executive compensation programs and awards
thereunder, and makes determinations as to stock option grants under the
1983 Stock Option Plan and the 1984 Directors and Consultants Stock Option
Plan. The members of the Compensation Committee are Messrs. Meyer and Katz.
The Compensation Committee met twice during the 2002 fiscal year and had
several informal discussions.

The board of directors created a Finance Committee in 1995. Its
members are Messrs. Katz and Meyers. The Finance Committee did not meet
during the 2002 fiscal year.

Compensation of Directors

On an annual basis, directors who are not employees of the Company
are entitled to the following compensation: a retainer of $15,000; a fee of
$1,000 for each board meeting attended; a fee of $250 for each telephonic
board meeting attended; 1,000 shares of the Company's Class B common stock;
and stock options for 1,000 shares of Class B common stock, which vest one
year from date of grant. Directors, who serve on committees of the Company
and who are not employees of the Company, are entitled to a fee of $500 for
each committee meeting attended, except that the chairman of a committee is
entitled to a fee of $1,000 for each committee meeting attended. The
Chairman of the Board is entitled to twice the above-referenced fees. The
three members of the special committee formed to evaluate the proposed
recapitalization, Messrs. Katz, Meyer and Echenberg, each received an
additional fee of $15,000 in consideration for their services.

Executive Officers

The following table sets forth certain information with respect to
the Company's executive officers.

Name Age Positions
Anthony A. Lombardo 55 President, Chief Executive Officer, Director
Dennis J. Curtin 55 Senior Vice President - Chief Financial Officer
Joseph J. Palma 60 Senior Vice President - Global Sales
Jeffrey S. Peacock 45 Senior Vice President - Global Scientific and
Technical Operations
Brad S. Schreck 45 Senior Vice President - Global Marketing
Arthur L. Zimmet 66 Senior Vice President - Special Projects
Sandra D. Baron 50 Vice President - Human Resources
Robert M. Bloomfield 61 Vice President - Market Research
Craig A. Burk 49 Vice President - Manufacturing
Joseph A. Cacchioli 46 Vice President - Controller
Agustin V. Gago 43 Vice President - Global Contrast Business Unit
Peter J. Graham 36 Vice President - General Counsel and Secretary
Eamonn P. Hobbs 49 Vice President - AngioDynamics
Archie B. Williams 51 Vice President - Clinical Affairs and Medical
Community Liaison

Officers are elected annually and serve at the pleasure of the
board of directors.

Mr. Curtin has served as Senior Vice President - Chief Financial
Officer since 1999, and previously served as Vice President - Chief
Financial Officer from 1985 to 1999. Mr. Curtin has been an employee of the
Company since 1983.

Mr. Palma has served as Senior Vice President - Global Sales since
May 2002, and previously served as Senior Vice President - Sale and
Marketing from 1999 to May 2002, and Vice President - Sales and Marketing
from 1996 to 1999, and Vice President - Sales from 1995 to 1996. Mr. Palma
has been an employee of the Company since 1994.

Mr. Peacock has served as Senior Vice President - Global
Scientific and Technical Operation since July 2002, and previously served
as Vice President - Scientific and Technical Operations from 2000 until
July 2002, and has been an employee of the Company since 1986.

Mr. Schreck has served as Senior Vice President - Global Marketing
since May 2002. Prior to joining the Company, he served as a consultant for
Vyteris, Inc. (pharmaceutical/drug delivery) and ACMI, Inc. (urology,
gynecology, laproscopy) from 2000 until May 2002. From 1999 to 2000, he
served as Vice President, World Wide Marketing of Surgical Dynamics Inc., a
wholly-owned subsidiary of Tyco Inc. (spine/sports medicine). In 1999, he
served as Vice President, Marketing and Sales Services of Implex Inc.
(orthopedics). From 1996 to 1999, he served as Vice President, Worldwide
Marketing and Product Development for Howmedica, a division of Pfizer
(orthopedics).

Mr. Zimmet has served as Senior Vice President - Special Projects
since 1988, and has been an employee of the Company since 1982.

Ms. Baron has served as Vice President - Human Resources since
1995, and has been an employee of the Company since 1985.

Mr. Bloomfield has served as Vice President - Market Research
since 2000, and has been an employee of the Company since 1985.

Mr. Burk has served as Vice President - Manufacturing since 1987.

Mr. Cacchioli has served as Vice President - Controller since
1988, and has been an employee of the Company since 1984.

Mr. Gago has served as Vice President - Global Contrast Business
Unit since May 2002, and previously served as Vice President -
International from 1997 until May 2002, and has been an employee of the
Company since 1979.

Mr. Graham has served as Vice President - General Counsel and
Secretary since 2001, and has been an employee of the Company since 1997.

Mr. Hobbs has served as Vice President - AngioDynamics since 1991,
and has been an employee of the Company since 1988.

Mr. Williams has served as Vice President - Clinical Affairs and
Medical Community Liaison since 2000, and previously served as Vice
President - Imaging Products Management from 1993 to 2000. Mr. Williams has
been an employee of the Company since 1980.

The business background of Mr. Lombardo has been previously set
forth in this proxy statement.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the
compensation for services, in all capacities for 2002, 2001 and 2000, of
(i) those persons who were, during 2002, Chief Executive Officer ("CEO")
(Anthony A. Lombardo), (ii) those persons who were, at the end of 2002,
each of the four most highly compensated executive officers of the Company
other than the CEO, and (iii) the former President of E-Z-EM Canada, who
was not an executive officer of the Company, but who is included in this
table due to the level of his annual compensation during 2002
(collectively, the "Named Executive Officers"):

Annual Compensation Long-Term Compensation
---------------------------------- -----------------------------------------
Awards Payouts
---------------------------- ----------
Securities
Other Underlying
Annual Restricted Options All Other
Name and Compensa- Stock LTIP Compensa-
Principal Fiscal Salary Bonus tion (1) Awards -------------------- Payouts tion (4)
Position Year ($) ($) ($) ($) #(2) #(3) ($) ($)
---------- ------ ----- ----- ---- ----- ----- ---- ------- ---------

Anthony A. Lombardo.... 2002 $320,000 $71,088 None None None None None $ 33,402
President and Chief 2001 261,667 38,125 None None None None None 25,467
Executive Officer 2000 41,667 None None None 300,000 None None 23,459
(effective April 2000)

Eamonn P. Hobbs........ 2002 $218,820 $114,880 None None None None None $ 22,760
Vice President 2001 210,000 23,625 None None None .2273 None 22,384
2000 209,166 None None None None .2273 None 21,973

Dennis J. Curtin....... 2002 $179,430 $44,814 None None None None None $ 25,352
Senior Vice President 2001 170,917 11,424 None None None None None 25,167
2000 167,333 42,308 None None None None None 24,147

Joseph J. Palma........ 2002 $169,488 $30,669 None None None None None $ 30,683
Senior Vice President 2001 162,500 7,313 None None None None None 30,213
2000 159,792 54,457 None None 10,000 None None 30,221

Craig A. Burk.......... 2002 $163,538 $ 28,145 None None None None None $ 20,961
Vice President 2001 153,750 6,559 None None None None None 20,876
2000 142,458 46,335 None None 10,000 None None 19,894

Pierre A. Ouimet ...... 2002 $166,969 $36,653 None None None None None $ 24,285
Former President 2001 175,550 39,624 None None None None None 24,512
of E-Z-EM Canada 2000 223,844 45,344 None None None None None 22,295

----------
(1) The Company has concluded that the aggregate amount of perquisites
and other personal benefits paid to each of the Named Executive
Officers for 2002, 2001 and 2000 did not exceed the lesser of 10% of
such officer's total annual salary and bonus for 2002, 2001 or 2000
or $50,000; such amounts are, therefore, not reflected in the table.

(2) Options are exercisable into Class B common stock of the Company.

(3) Options are exercisable into Class B common stock of AngioDynamics,
Inc., a wholly-owned subsidiary of the Company. A total of 162.79
shares of AngioDynamics Class B common stock may be issued under this
plan. A total of 500 shares of Class A and 500 shares of Class B
common stock of AngioDynamics was issued and outstanding at June 1,
2002.

(4) For each of the Named Executive Officers other than Mr. Ouimet, the
amounts reported include amounts contributed by the Company under its
Profit-Sharing Plan and, as matching contributions, under the
companion 401(k) Plan. For 2002, 2001 and 2000, such amounts
contributed were: $9,375, $1,333 and $0, respectively, for Mr.
Lombardo; $9,115, $8,479 and $8,208, respectively, for Mr. Hobbs;
$8,315, $8,015 and $7,107, respectively, for Mr. Curtin; $8,291,
$7,706 and $7,830, respectively, for Mr. Palma; and $8,232, $8,053 and
$7,194, respectively for Mr. Burk. For Mr. Ouimet, the amounts
reported include amounts contributed by E-Z-EM Canada under a defined
contribution plan. For 2002, 2001 and 2000, such amounts contributed
were $8,348, $8,778 and $6,554, respectively.

For each of the Named Executive Officers, the amounts reported include
term life insurance premiums paid by the Company. For 2002, 2001 and
2000, such amounts paid were: $673, $780 and $105, respectively, for
Mr. Lombardo; $395, $655 and $515, respectively, for Mr. Hobbs; $409,
$524 and $412, respectively, for Mr. Curtin; $392, $507 and $391,
respectively, for Mr. Palma; $379, $473 and $350, respectively, for
Mr. Burk; and $450, $247 and $254, respectively, for Mr. Ouimet.

For each of the Named Executive Officers, the amounts reported include
premiums paid by the Company under split dollar life insurance
arrangements ("arrangements"). Such amounts paid for each of 2002,
2001 and 2000 were: $23,354 for Mr. Lombardo; $13,250 for Mr. Hobbs;
$16,628 for Mr. Curtin; $22,000 for Mr. Palma; $12,350 for Mr. Burk;
and $15,487 for Mr. Ouimet. Under collateral assignment agreements,
the Company will be entitled to the lesser of the cash surrender value
of the policies or the advances it made, upon termination of these
policies.

Option/SAR Grants Table

The Company did not grant any stock options or stock appreciation
rights to any of the Named Executive Officers during 2002.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth certain information concerning all
exercises of stock options during 2002 by the Named Executive Officers and
the fiscal year-end value of unexercised stock options on an aggregated
basis:

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
June 1, 2002 June 1, 2002
(#) ($) (1)
---- --------
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable (2) Unexercisable (2)
---- ------------ ------------ ----------------- -----------------

Anthony A. Lombardo........................ None None 150,000/ $75,000/
150,000 $75,000
Eamonn P. Hobbs............................ None None 39,595/ $181,109/
None None
Dennis J. Curtin........................... 15,000 $68,714 35,556/ $176,060/
None None
Joseph J. Palma............................ 22,510 $110,341 15,464/ $36,048/
None None
Craig A. Burk.............................. 8,114 $23,452 30,259/ $130,582/
None None
Pierre A. Ouimet........................... None None 38,240/ $164,604/
None None

----------
(1) Options are "in-the-money" if on June 1, 2002, the market price
of the stock exceeded the exercise price of such options. At
June 1, 2002, the closing price of the Company's Class B common
stock was $9.00. The value of such options is calculated by
determining the difference between the aggregate market price of
the stock covered by the options on June 1, 2002 and the
aggregate exercise price of such options.

(2) Options are exercisable into Class B common stock of the Company.

Employment Contracts

See "Certain Relationships and Related Transactions" for a
description of the consulting agreement between the Company and Howard S.
Stern, the Chairman of the Company's board.

During 2000, the Company entered into an employment contract with
Anthony A. Lombardo in his capacity as President and Chief Executive
Officer. This employment contract provides for annual base salary currently
at $300,000. In addition, Mr. Lombardo receives $20,000 per year in
relocation expenses. The contract is cancelable at any time by either the
Company or Mr. Lombardo, but provides for severance pay of one year's base
salary in the event of termination by the Company without cause, as defined
in the employment contract.

Severance Arrangements

The Company has entered into severance agreements with certain
named executive officers and certain other executive officers and key
employees.

Each severance agreement provides certain security to the
executive in connection with a change of control. A change of control is
defined as the acquisition of 50% or more of the outstanding voting power
of all capital stock of the Company; or the transfer of all or
substantially all of the assets of either or both of the AngioDynamics or
Contrast Systems business segments. Upon a change of control, all
outstanding stock options vest and remain exercisable until the original
expiration date of such options without regard to the need to remain
employed by the Company. The Company will provide the executive (or his
estate) with an interest-free loan in the amount necessary to pay the
exercise price and the income and employment taxes due as a result of the
option exercise.

If an executive's employment with the Company is terminated by the
Company for good cause (as defined below), death or disability, or by the
executive other than for good reason (as defined below), during the term of
the severance agreement and within two years following a change of control,
the executive shall be entitled to accrued but unpaid base salary.

A termination of employment is for good cause under the severance
agreements if the basis of termination is (a) repeated acts or serious
omissions constituting dishonesty, intentional breach of fiduciary
obligation or intentional wrongdoing or malfeasance; (b) conviction of a
crime involving fraud, dishonesty or moral turpitude; or (c) a material
breach of the severance agreement or the conditions and requirements of
employment.

Good reason exists under the severance agreements if there is (a)
a significant reduction in the nature or the scope of the executive's
authority and/or responsibility; (b) a material reduction in the
executive's rate of base salary; (c) a significant reduction in employee
benefits; or (d) a change in the principal location in which the executive
is required to perform services, which significantly increases commuting
distance.

If an executive's employment with the Company is terminated by the
Company without good cause or by the executive for good reason, during the
term of the severance agreement and within two years following a change of
control, the executive shall be entitled to: (a) accrued but unpaid base
salary; (b) a lump sum payment equal to between one and two times annual
base salary, based upon years of service; (c) any benefits accrued under
any incentive and retirement plans; (d) paid medical plan coverage until
the earlier of 18 months from termination or the time when the executive
obtains comparable coverage through a new employer; (e) a lump sum payment
equal to the unvested portion, if any, of the executive's 401(k) plan; and
(f) outplacement and career counseling services.

Each severance agreement provides that if any amounts due to an
executive thereunder become subject to the "golden parachute" rules set
forth in Section 4999 of the Internal Revenue Code, then such amounts will
be reduced to the extent necessary to avoid the application of such rules.

Audit Committee Report

[TO COME]

Compensation and Stock Option Committee Report on Executive Compensation

General

The compensation committee of the board of directors determines
the cash and other incentive compensation, if any, to be paid to the
Company's executive officers and key employees, and administers the
Company's stock option plans. The compensation committee is currently
composed of two non-employee directors: Donald A. Meyer and James L. Katz.

Compensation Philosophy

The primary philosophy of the Company regarding compensation to
executive officers is to offer a program which rewards each member of
senior management commensurately with the Company's overall growth and
financial performance, including each person's individual performance
during the previous fiscal year. The compensation policies are designed to
enhance the overall strength and financial performance of the Company by
aligning the financial interests of the Company's executive officers with
those of the stockholders. The three primary components of executive
compensation are base salary, annual performance bonus and stock option
awards.

The key elements of the compensation committee's executive
compensation philosophy include (a) setting levels of compensation designed
to attract and hold superior executives in a highly competitive business
environment, (b) providing incentive compensation that varies directly with
the Company's financial performance and individual initiative and
achievement contributions to such performance, (c) linking compensation to
elements which affect the Company's annual and long-term performance, (d)
evaluating the competitiveness of executive compensation programs based
upon information drawn from a variety of sources, and (e) establishing
salary levels and bonuses intended to be consistent with competitive
practice and level of responsibility, with salary increases and bonuses
reflecting competitive trends, the overall financial performance of the
Company, the performance of the individual executive and the contractual
arrangements that may be in effect with the individual executive.

In determining each executive's overall compensation, the
compensation committee relies, in part, on information furnished through
executive compensation surveys by a recognized compensation consulting
firm, publicly available information, informal survey information obtained
by management, and information known to various members of the board of
directors.

Internal Revenue Code Section 162(m) Considerations

Section 162(m) of the Internal Revenue Code prohibits a publicly
held corporation, such as the Company, from claiming a deduction on its
federal income tax return for compensation in excess of $1 million paid for
a given fiscal year to the chief executive officer (or person acting in
that capacity) and to the four most highly compensated officers of the
Company other than the chief executive officer as of the end of the
corporation's fiscal year (the "Named Executive Officers"). The $1 million
compensation deduction limitation does not apply to "performance based
compensation" within the meaning of Section 162(m). The Company believes
that any compensation received by the Named Executive Officers in
connection with the exercise of options granted under the 1983 Stock Option
Plan will qualify as "performance based compensation", except for a certain
de minimis option grant awarded in 1996. Stock options issued pursuant to
the Company's AngioDynamics subsidiary 1997 Stock Option Plan will not
qualify as "performance based compensation." The Company has not
established a policy with respect to Section 162(m) of the Code because the
Company has not paid, and does not currently anticipate paying, annual
compensation in excess of $1 million to any employee.

Base Salaries

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive
marketplace for management talent, including a comparison of base salaries
for comparable positions at comparable companies. Annual salary adjustments
are determined consistent with the Company's compensation policy by
evaluating the competitive marketplace, the performance of the Company, the
performance of the executive - particularly with respect to the executive's
ability to manage growth of the Company - and any increased
responsibilities assumed by the executive.

Annual Incentive Compensation

The Company administers an Annual Incentive Bonus Plan, under
which cash bonuses may be made to the CEO and President, other corporate
officers, and certain other employees. At the beginning of each fiscal
year, the goals for the Company and each individual are established. During
each fiscal year, the level of bonus earned, if any, is dependent upon the
Company's financial results as compared to budget and the individual's
achievement of his or her personal goals. A discretionary bonus may be
awarded if certain performance objectives, including corporate, business
unit and departmental goals, have been met, as determined by the
compensation committee. The Company awarded discretionary bonuses ranging
up to 52.5% of base salary to corporate officers under the bonus plan for
the 2002 fiscal year.

Stock Option Agreements

The compensation committee views stock options as an important
long-term incentive vehicle for its executive officers. The use of stock
options ensures that the interests of the Company's executive officers are
tied to the interests of the Company's stockholders by making a portion of
the executive's long-term compensation dependent upon the value created for
stockholders. This promotes a continuing focus on the Company's
profitability and stockholder value. The compensation committee may grant
options under the Company's stockholder-approved stock option plans.
Options are granted at an exercise price equal to the fair market value of
the Company's Class B common stock on the date of grant. Optionees can
receive value from stock option grants only if the underlying common stock
appreciates in the long-term. Generally, stock options utilize vesting
periods ranging from two to nine years to encourage key executives to
continue in the employ of the Company. In determining long-term incentive
awards, the compensation committee considers the amount of stock options
previously granted to each officer, the officer's responsibilities, as well
as the officer's current performance and contribution to the Company.

Compensation of the Chief Executive Officer

The compensation committee has targeted Mr. Lombardo's total
compensation, including compensation derived from awards of stock options,
at a level it believes is competitive with the average amount paid by the
Company's competitors and companies with which the Company competes for
executive talent. During the 2002 fiscal year, Mr. Lombardo's base salary
was increased to $300,000. In addition, Mr. Lombardo receives $20,000 per
year in relocation expenses. During the 2002 fiscal year, no options were
granted to Mr. Lombardo and no options previously granted to Mr. Lombardo
were exercised. Pursuant to the employment contract between Mr. Lombardo
and the Company, Mr. Lombardo received a bonus of approximately $71,088 for
the 2002 fiscal year.

This compensation committee and stock option committee report
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 and Exchange Act of
1934, as amended, except to the extent that the Company specifically
incorporates this report therein.

THE COMPENSATION COMMITTEE,
Donald A. Meyer, Chairman
James L. Katz

Security Ownership

The following table sets forth information, as of July 25, 2002,
as to the beneficial ownership of the Company's voting Class A common stock
by each person known by the Company to own beneficially more than 5% of the
Company's voting Class A common stock:

Name and Address of Shares Percent
Beneficial Owner Beneficially Owned of Class
----------------------- ------------------ --------

Howard S. Stern.................................. 956,412 (1) 23.9
Chairman of the Board, Director
717 Main Street
Westbury, NY 11590
Betty K. Meyers.................................. 200,000 (1)(6) 5.0
232 Lake Marina Drive, Unit 12B
New Orleans, LA 70124
David P. Meyers ................................. 332,742 (1)(2)(6) 8.3
Director
813 Springdale Road
Atlanta, GA 30306
Jonas I. Meyers.................................. 332,742 (1)(3)(6) 8.3
904 Oakland Avenue
Ann Arbor, MI 48104
Stuart J. Meyers................................. 332,742 (1)(4)(6) 8.3
1841 Vermack Court
Dunwoody, GA 30338
Meyers Family Limited Partnership 620,806 (1)(5)(6) 15.5
c/o David P. Meyers
1534 North Decatur Road, Suite 202
Atlanta, Georgia 30307
Dimensional Fund Advisors, Inc................... 233,775 (7) 5.8
1299 Ocean Avenue
Santa Monica, CA 90401
Wellington Management Company.................... 219,258 (7) 5.5
75 State Street
Boston, MA 02109
Ira Albert....................................... 200,400 (8) 5.0
1304 SW 160th Avenue
Suite 209
Ft. Lauderdale, FL 33326

---------
(1) The shares of Class A common stock listed as beneficially owned are
subject to an irrevocable proxy granted to the members of the Special
Committee of the Company's Board to vote all of such shares in favor
of the proposed recapitalization merger. For a further discussion of
the terms of the irrevocable proxy and the related stockholders
agreement, see "The Recapitalization - Background and Reasons for the
Recapitalization."

(2) Includes 36,000 shares in which David P. Meyers has only a remainder
interest. Betty K. Meyers holds a life estate in such shares. Also
includes 139,991.75 shares beneficially owned by David P. Meyers as a
result of his beneficial ownership of 22.55% of the Meyers Family
Limited Partnership. Information was derived from a Schedule 13D dated
June 25, 2002.
(3) Includes 36,000 shares in which Jonas I. Meyers has only a remainder
interest. Betty K. Meyers holds a life estate in such shares. Also
includes 139,991.75 shares beneficially owned by Jonas I. Meyers as a
result of his beneficial ownership of 22.55% of the Meyers Family
Limited Partnership. Information was derived from a Schedule 13D dated
June 25, 2002.
(4) Includes 36,000 shares in which Stuart J. Meyers has only a remainder
interest. Betty K. Meyers holds a life estate in such shares. Also
includes 139,991.75 shares beneficially owned by Stuart J. Meyers as a
result of his beneficial ownership of 22.55% of the Meyers Family
Limited Partnership. Information was derived from a Schedule 13D dated
June 25, 2002.
(5) The Meyers Family Limited Partnership is beneficially owned by David P.
Meyers, Jonas I. Meyers, Stuart J. Meyers and certain other Meyers family
members and related trusts.
(6) Collectively, David P. Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty
K. Meyers and The Meyers Family Limited Partnership own an aggregate of
1,291,056 shares of Class A common stock, representing approximately
30.1% of the currently outstanding shares.
(7) Information was derived from a Schedule 13G dated December 31, 2001.
(8) Information was derived from a Schedule 13D dated January 8, 2002.

The following table sets forth information, as of the record date,
as to the beneficial ownership of the Company's Class A common stock and
Class B common stock, by (i) each of the Company's directors, (ii) each of
the Company's Named Executive Officers, and (iii) all directors and
executive officers of the Company as a group:

Class A Class B
-------------------------------- -------------------------------
Shares Shares Percent
Name of Beneficially Percent Beneficially of
Beneficial Owner Owned of Class Owned (1) Class
---------------- ------ -------- --------- -----

Howard S. Stern.............................. 956,412(2) 23.9 1,149,243 (2) 18.9
Chairman of the Board, Director

David P. Meyers.............................. 332,742(2)(3) 8.3 463,331 (2)(4) 7.7
Director

Anthony A. Lombardo.......................... None * 150,000 2.4
President, Chief Executive Officer,
Director

Paul S. Echenberg(5).......................... 500 * 90,705 1.5
Chairman of the Board of
E-Z-EM Canada, Director

Donald A. Meyer(5).............................. 17,679 * 43,486 *
Director

James L. Katz(5)................................ 525 * 40,567 *
Director

Dennis J. Curtin............................. 1,944 * 38,236 *
Senior Vice President

Eamonn P. Hobbs.............................. 50 * 39,604 *
Vice President

Pierre A. Ouimet............................. 500 * 38,270 *
Former President of E-Z-EM Canada

Craig A. Burk................................ None * 30,259 *
Vice President

Joseph J. Palma.............................. None * 15,464 *
Senior Vice President

Michael A. Davis, M.D........................ None * 13,786 *
Medical Director, Director

Robert J. Beckman............................ None * None *
Director

George P. Ward............................... None * None *
Director

All directors and executive 1,498,489(3) 37.4 2,570,889 (4) 38.5
officers as a group (22 persons)..........

----------
* Does not exceed 1%.

(1) Includes Class B common stock shares issuable upon exercise of options
currently exercisable or exercisable within 60 days from July 25, 2002
as follows: Howard S. Stern (78,786), David P. Meyers (4,000), Anthony
A. Lombardo (150,000), Paul S. Echenberg (76,015), Donald A. Meyer
(20,077), James L. Katz (34,756), Dennis J. Curtin (35,556), Eamonn P.
Hobbs (39,595), Pierre A. Ouimet (38,240), Craig A. Burk (30,259),
Joseph J. Palma (15,464), Michael A. Davis, M.D. (11,091) and all
directors and executive officers as a group (688,467).

(2) The shares of Class A and Class B common stock listed as beneficially
owned are subject to an irrevocable proxy granted to the members of
the Special Committee of the Company's board to vote all of such
shares in favor of the proposed recapitalization merger. For a further
discussion of the terms of the irrevocable proxy and the related
stockholders agreement, see "The Recapitalization - Background and
Reasons for the Recapitalization."

(3) Includes 36,000 shares in which Mr. Meyers has only a remainder
interest. Betty K. Meyers holds a life estate in such shares. Also
includes 139,991.75 shares beneficially owned by Mr. Meyers as a
result of his beneficial ownership of 22.55% of the Meyers Family
Limited Partnership.

(4) Includes 239,874.27 shares beneficially owned by Mr. Meyers as a
result of his beneficial ownership of 22.55% of the Meyers Family
Limited Partnership.

(5) Messrs. Katz, Meyer and Echenberg are the members of the Special
Committee of the Company's board and, in this capacity, have been
granted an irrevocable proxy by certain stockholders of the Company
who collectively hold 2,567,242 shares of Class A common stock, or
approximately 64.2% of the Company's voting power, to vote such shares
in favor of the proposed recapitalization merger. Messrs. Katz, Meyer
and Echenberg may be deemed to be the beneficial owners of the shares
subject to the irrevocable proxy, but each of them disclaims such
beneficial ownership. For a further discussion of the terms of the
irrevocable proxy and the related stockholders agreement, see "The
Recapitalization - Background and Reasons for the Recapitalization."

Stock Performance

The following graph compares the cumulative total stockholder
return on the Company's Class A common stock and Class B common stock with
returns on the American Stock Exchange Market Value Index ("AMEX Market
Value") and the Standard and Poor's Health Care (Medical Products and
Supplies) Index ("S&P Health Care Index"), for the five-year period ended
June 1, 2002. The total return of the Class A common stock presented in the
following graph treats all stock dividends payable in Class B common stock
as cash dividends and assumes the reinvestment of such dividends in Class A
common stock. As prescribed by the SEC, the measurements are indexed to a
value of $100 at May 31, 1997, and assume all dividends were reinvested.

[ADD GRAPH]

Total Return - Data Summary
Cumulative Total Return
--------------------------------------------------------

5/97 5/98 5/99 5/00 5/01 5/02
---- ---- ---- ---- ---- ----
E-Z-EM, INC. - CLASS B (EZM.B) 100
E-Z-EM, INC. - CLASS B (EZM.A) 100
AMEX MARKET VALUE 100
S & P HEALTH CARE INDEX 100

Certain Relationships and Related Transactions

A facility of the Company located in Westbury, New York is owned
approximately 33% by Howard S. Stern, approximately 31% by Betty K. Meyers,
a principal stockholder, and David P. Meyers, a principal stockholder and
director of the Company, approximately 2% by other employees of the Company
and approximately 34% by unrelated parties, which includes a 31% owner who
manages the property. Aggregate rentals, including real estate tax payments,
were $164,000 during 2002. The lease term expires in 2004.

Two facilities of the Company's wholly-owned subsidiary located in
Tokyo, Japan are owned by Tohru Nagami, the subsidiary's President, and his
mother. Aggregate rentals were $55,000 during 2002. The lease term expires
in November 2002.

A facility of the Company located in Old Westbury, New York is
owned by Howard S. Stern. Aggregate rentals, including real estate tax
payments, were $48,000 during 2002. The lease term expires in December
2002.

The Company has split dollar life insurance arrangements with
Howard S. Stern (including his spouse) and Betty K. Meyers. On an annual
basis, the Company makes advances of approximately $100,000 per insured
toward the cost of such life insurance policies. Through August 2000, such
advances were interest bearing and payable to the Company annually by the
insureds. In August 2000, the arrangements were modified, to conform to the
Company's other split dollar life insurance arrangements, making future
advances non-interest bearing. In May 2002, the board of directors approved
a resolution to forgive any unpaid interest. Under collateral assignment
agreements, the proceeds from the policies will first be used to repay all
advances made by the Company. If the policies are terminated prior to the
death of the insured, the Company will be entitled to the cash surrender
value of the policies at that time, and any shortfall between that amount
and the amount of the advances made by the Company will be repaid to the
Company by the insureds. At June 1, 2002, the cash surrender value of such
policies aggregated $[______], and the aggregate amount of advances made by
the Company totaled $1,000,000.

The Company has engaged Michael A. Davis, M.D., a director of the
Company, for consulting services. Fees for such services were approximately
$126,000 during 2002.

The Company has engaged Donald A. Meyer, a director of the
Company, for consulting services. Fees for such services were approximately
$30,000, during 2002.

Effective January 1, 2002, the Company entered into an agreement
with Howard S. Stern, the Chairman of the Company's board, pursuant to
which Mr. Stern has agreed to provide certain services to the Company until
December 31, 2004. The Company has agreed to include Mr. Stern in its slate
of directors for the 2002 annual meeting and to appoint Mr. Stern as
Chairman of the board for a one-year term beginning at the annual meeting.
So long as Mr. Stern remains Chairman of the Company, he is entitled to
receive twice the regular fees and other compensation (including cash,
stock and options) paid to directors for service on the board. Under the
terms of the agreement, Mr. Stern is entitled to receive 36 equal monthly
payments of $20,833.34, as well as certain bonus opportunities. Mr. Stern
also receives other benefits and perquisites and, so long as he remains
Chairman, an annual sum of up to $80,000 for reimbursement of reasonable
business expenses.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities,
to file reports of initial ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on its review of copies of
such forms received by the Company, or on written representations from
certain reporting persons that no reports were required for such persons,
the Company believes that, during the fiscal year ended June 1, 2002, all
of the filing requirements applicable to its executive officers, directors
and 10% shareholders were complied with.

THE RECAPITALIZATION

The discussion in this proxy statement of the recapitalization and
the principal terms of the agreement and plan of merger and
recapitalization is subject to, and qualified in its entirety by reference
to, the agreement and plan of merger and recapitalization, a copy of which
is attached to this proxy statement as Annex B and is incorporated into
this proxy statement by reference.

Background and Reasons for the Recapitalization

E-Z-EM adopted its dual class, voting and non-voting, capital
structure in 1992. The dual class capital structure was implemented to
provide additional flexibility to E-Z-EM, while balancing the control and
liquidity concerns of members of the Stern and Meyers families, two groups
of stockholders that currently collectively hold approximately 64.2% of the
Company's voting power. At that time, E-Z-EM believed that the dual class
structure would:

o allow E-Z-EM to issue equity securities in connection with
acquisitions and to raise equity capital or to issue
convertible debt or convertible preferred stock as a means
to finance future growth without diluting the voting power
of the Company's existing stockholders;

o allow E-Z-EM to grant equity-based compensation awards
without diluting the voting power of the Company's existing
stockholders;

o allow the existing holders of E-Z-EM common shares to sell
or otherwise dispose of common shares while maintaining
their voting positions; and

o reduce the risk of an unsolicited takeover attempt that
might not be in the best interests of the Company and its
stockholders.

At the time the dual class capital structure was implemented, our
board of directors considered potential disadvantages of the structure, but
determined that the potential benefits that it believed would result from
the structure would outweigh any potential disadvantages.

At various times since adoption of our dual class capital
structure, our management and board of directors have discussed the
possibility that, in practice, the disadvantages of E-Z-EM's dual class
capital structure may have outweighed potential advantages related to the
structure. Management and the board have noted that the Company has never
used the shares of Class B common stock in connection with any
acquisitions, nor has it sold shares of Class B common stock or debt or
shares convertible into Class B common stock in any public or private
offering in order to raise capital. Given that E-Z-EM has not enjoyed some
of the intended benefits of the Class B common stock, your board began to
consider whether the disadvantages of the dual class capital structure may
have begun to outweigh its potential benefits, especially in light of the
prevalence of single class capital structures among publicly held
corporations. The current disadvantages of the dual class capital structure
that have been noted by management and the board include, among others, the
following:

o potential confusion due to the complicated nature of our
capital structure, which may diminish investor interest,
analyst coverage and the size of our investor base;

o additional administrative expenses; and

o impaired liquidity, trading volume, and trading
efficiencies.

Based on these considerations, at a meeting of the Company's board
of directors held in October 2001, the board determined to evaluate the
feasibility of eliminating E-Z-EM's dual class capital structure and, if
possible, to submit a proposal regarding the recapitalization of the
Company to a vote of stockholders at the Company's 2002 annual meeting. At
its meeting held on May 6 and 7, 2002, the E-Z-EM board again considered
the elimination of E-Z-EM's dual class capital structure. In light of the
significant stock holdings of the Stern and Meyers families, and their
representation on the board, the board determined that a special committee
comprised of Messrs. James L. Katz (Chairman), Paul S. Echenberg and Donald
A. Meyer, each of whom is an outside member of the board, should be formed
for the purpose of reviewing, evaluating, negotiating and making
recommendations to the full board regarding the proposed recapitalization.
The three members of the special committee formed to evaluate the proposed
recapitalization each received an additional fee of $15,000 in
consideration for their services and were indemnified by the Company
against liabilities incurred in connection with their services on the
special committee.

In connection with its mandate and authorization from the board,
the special committee retained Skadden, Arps, Slate, Meagher & Flom LLP and
Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to provide the
special committee with legal and financial advice and assistance in
connection with its evaluation of the proposed recapitalization.

The committee met with its advisors, both in person and
telephonically, on a number of occasions to evaluate the proposed
recapitalization and the terms and conditions under which it could be
implemented. The special committee, with the advice and assistance of its
advisors, also considered potential impediments to implementing the
proposed recapitalization, including:

o the presence of certain super-majority stockholder voting
requirements contained in the Company's certificate of
incorporation;

o the concentration of a significant percentage of the
Company's voting power in the hands of the Stern and Meyers
families; and

o Mr. Stern's stated opposition to the proposed
recapitalization, as set forth in a Schedule 13D filing made
by Mr. Stern and certain of his affiliates with the SEC on
June 13, 2002.

Despite these potential impediments, the special committee
continued to believe that consummation of the proposed recapitalization was
in the best interests of the Company's stockholders and could potentially
have a number of significant benefits to the Company, including, among
others, improved stock price performance, broader analyst coverage,
increased trading volume for the Company's securities and enhanced ability
to use stock as an acquisition currency. Accordingly, the special
committee, with the assistance of its advisors, evaluated a number of
possible methods of implementing the proposed recapitalization, including:

o the repurchase of all or a significant portion of the
outstanding shares of Class B common stock;

o an amendment to the Company's certificate of incorporation
that would reclassify the Class A and Class B common stock
into shares of a new single class of common stock;

o a merger with and into the Company of a newly formed, wholly
owned subsidiary of the Company formed as a corporation or
limited liability company, in which the shares of Class B
common stock would be converted into shares of Class A
common stock or in which the shares of Class A common stock
and Class B common stock would be converted into shares of a
new single class of voting common stock.

After carefully considering each of these possible methods of
implementing the proposed recapitalization, and in light of the advice of
its advisors and the potential impediments to the recapitalization
described above, the special committee determined to recommend that the
Company's board authorize management to proceed with the proposed
recapitalization in a merger transaction which the special committee
believed would not have required super-majority approval by the holders of
Class A common stock. The special committee further determined to recommend
that, following the merger, the super-majority voting provisions currently
applicable to the Company's securities be eliminated from the Company's
certificate of incorporation. If adopted as proposed, following the
transaction, each stockholder would be entitled to one vote per share and
all matters submitted to a vote of stockholders other than director removal
would be decided by majority vote.

The special committee also gave significant consideration to the
appropriate exchange ratio for the conversion of the Class A common stock
and Class B common stock into shares of the new single class of voting
common stock. With the advice and assistance of Houlihan Lokey, the special
committee determined that a one-for-one exchange was the appropriate basis
on which to implement the proposed recapitalization. As such, the special
committee determined to recommend that in the recapitalization merger each
outstanding share of Class A common stock and each outstanding share of
Class B common stock be converted into one share of a new class of voting
common stock.

Based on the foregoing, and after carefully weighing the legal and
financial advice of its advisors and taking into account the numerous other
factors considered by the special committee in light of its extensive
knowledge of the Company's history, operations and financial condition, at
a special meeting of the E-Z-EM board held on July 9 and 10, 2002, the
special committee recommended that the Company's board authorize management
to proceed with the proposed recapitalization on the basis described above.
At the July 9 and 10, 2002 meeting, Houlihan Lokey, the special committee's
financial advisor, gave an extensive presentation regarding the benefits
perceived to be associated with the proposed recapitalization and the basis
on which the one-for-one exchange ratio was determined. Representatives of
Houlihan Lokey further indicated that they were prepared to deliver to the
board and the special committee an opinion to the effect that the
consideration to be received by the holders of Class A and Class B common
stock in the recapitalization merger was fair to such holders from a
financial point of view.

Following the special committee's presentation, significant
discussion ensued among the members of the board. The special committee
then met separately with Messrs. Stern and Meyers who each agreed to
support the proposed recapitalization. Following these discussions, the
board, by a unanimous vote of those present, voted to authorize management
to proceed with the proposed recapitalization.

On July 10, 2002, the Company issued a press release announcing
that the E-Z-EM board had authorized management to proceed with the
implementation of the proposed recapitalization.

On July 15, 2002, the members of the Stern and Meyers families
entered into an agreement pursuant to which each of the parties agreed:

o to vote all of the shares of E-Z-EM capital stock
beneficially owned by them in favor of the proposed
recapitalization and against any other proposal that is
inconsistent with or contrary to the terms and conditions of
the proposed recapitalization at any stockholders meeting of
the Company or in connection with any consent solicitation
relating to the Company.

o until the earlier of the consummation of the proposed
recapitalization or December 31, 2002, not to sell, dispose
or otherwise transfer any of the shares of E-Z-EM capital
stock beneficially owned by them, subject to limited
exceptions.

o to provide irrevocable proxies to Messrs. James L. Katz,
Paul S. Echenberg and Donald A. Meyer to vote the shares of
E-Z-EM capital stock beneficially owned by them in favor of
the proposed recapitalization and against any other proposal
that is inconsistent with or contrary to the terms of the
proposed recapitalization

o to irrevocably withdraw certain stockholder proposals
submitted to the Company for inclusion in the Company's
proxy statement for the annual meeting, not to submit any
stockholder proposal to the Company similar to such
proposals prior to July 15, 2004, and to vote all of the
shares of E-Z-EM capital stock beneficially owned by them
against any such stockholder proposal during this two-year
period.

o to negotiate in good faith in an effort to enter into a
stockholders' agreement on or before December 1, 2002.

At a meeting of the E-Z-EM board held on July 25, 2002, the board
considered the specific terms and conditions for the recapitalization
merger set forth in a draft recapitalization merger agreement and Houlihan
Lokey delivered its opinion to the special committee and the board of
directors that the conversion of each outstanding share of Class A common
stock and each outstanding share of Class B common stock into one share of
a new class of E-Z-EM common stock was fair, from a financial point of
view, to the holders of Class A common shares and Class B common shares.
Based in part on the advice of Houlihan Lokey and the recommendation of the
special committee, your board of directors approved and declared the
advisability of the recapitalization merger and the related
recapitalization merger agreement by a unanimous vote of the directors
present at the meeting.

The directors present at the July 25 meeting also unanimously
recommended that the recapitalization be submitted to a vote of our
stockholders at the annual meeting. Thereafter, the board approved the
filing of this document with the SEC, a preliminary version of which was
prepared by management and counsel in preparation for the July 25 meeting.
The recapitalization merger agreement was executed later that day.

Recommendation of the Board of Directors

On July 25, 2002, the E-Z-EM board of directors:

o declared that the recapitalization merger agreement and the
transactions contemplated thereby are advisable, fair to and
in the best interests of the Company and its stockholders;

o approved and declared the advisability of the
recapitalization merger and the recapitalization merger
agreement, and the consummation of the transactions
contemplated thereby; and

o directed that the recapitalization merger agreement be
submitted to a vote of the holders of the Company's voting
Class A common stock at the annual meeting and recommended
that the holders of shares of Class A common stock vote for
the recapitalization merger proposal.

In reaching its determination to approve and declare the
advisability of the recapitalization merger and the recapitalization merger
agreement, the E-Z-EM board of directors considered a variety of factors,
including:

o the recommendation of the special committee regarding the
proposed recapitalization, including with respect to the
structure and terms of the proposed recapitalization;

o the various factors considered by the special committee in
reaching its determination to recommend the proposed
recapitalization, as described above, including the
potential benefits the special committee believed could
result from the proposed recapitalization and the negative
effects on the Company which the special committee believed
to be associated with the Company's current dual class
capital structure;

o the board's belief that the potential advantages of the
proposed recapitalization outweighed any potential
disadvantages; and

o the advice and analysis of Houlihan Lokey, including the
opinion of Houlihan Lokey to the effect that the
consideration to be received by the holders of the Company's
Class A common stock and Class B common stock in the
recapitalization merger was fair to such holders from a
financial point of view.

In view of the variety of factors considered in connection with
its evaluation of the recapitalization merger agreement and the
recapitalization merger, the E-Z-EM board did not find it practicable to,
and did not, quantify or otherwise assign relative weights to the specific
factors considered in reaching its determination. In addition, individual
members of the E-Z-EM board may have given different weight to the
different factors.

Opinion of E-Z-EM's Financial Advisor

On June 10, 2002, the special committee of the board of directors of
E-Z-EM, Inc. retained Houlihan Lokey Howard & Zukin Financial Advisors,
Inc. ("Houlihan Lokey") to analyze the fairness, from a financial point of
view, of the consideration to be received by stockholders in a
reclassification of E-Z-EM's two classes of common stock into one class of
stock pursuant to the merger of a wholly owned subsidiary of E-Z-EM with
and into E-Z-EM, with E-Z-EM continuing as the surviving corporation in the
merger. At the July 9, 2002 meeting of the board of directors Houlihan
Lokey presented its analysis, and at the July 25, 2002 meeting of the board
of directors Houlihan Lokey delivered its written opinion to the effect
that, as of such date and based on the matters described in the opinion,
the consideration to be received by the holders of E-Z-EM's Class A and
Class B common stock in the recapitalization merger is fair to such
holders, from a financial point of view. It should be understood that
Houlihan Lokey's opinion, dated July 25, 2002, to the board of directors
speaks as of that date and that Houlihan Lokey does not have any obligation
to update, revise or reaffirm its opinion, including at the time of the
annual meeting of the stockholders.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. The
following is a brief summary and general description of the analysis
performed by Houlihan Lokey. The summary does not purport to be a complete
statement of the analyses and procedures applied, the judgments made or the
conclusion reached by Houlihan Lokey or a complete description of its
presentation to the board of directors. Houlihan Lokey believes, and so
advised the board of directors, that Houlihan Lokey's analyses must be
considered as a whole and that selecting portions of its analyses and of
the factors considered by it, without considering all factors and analyses,
could create an incomplete view of the process underlying its analyses and
opinions.

Houlihan Lokey's opinion and financial analyses were only one of many
factors considered by the board of directors in its evaluation of the
recapitalization merger and should not be viewed as determinative of the
views of the board of directors with respect to the recapitalization
merger. Houlihan Lokey did not attempt to assign specific weights to
particular analyses.

The complete text of Houlihan Lokey's opinion is attached as Annex A to
this proxy statement/prospectus. The summary of the opinion set forth below
is qualified in its entirety by reference to such opinion. You are urged to
read the opinion carefully in its entirety for a description of the
procedures followed, the factors considered and the assumptions made by
Houlihan Lokey.

Houlihan Lokey's opinion to the board of directors addresses only the
fairness of the consideration to be received in the recapitalization
merger, from a financial point of view, to the holders of E-Z- EM's Class A
and Class B common stock, and does not constitute a recommendation to the
stockholders as to how they should vote. Houlihan Lokey's opinion does not
address E-Z-EM's underlying business decision to effect the
recapitalization merger.

In connection with the preparation of its opinion, Houlihan Lokey made
certain reviews, analyses and inquiries as it deemed necessary and
appropriate under the circumstances. Among other things, Houlihan Lokey:

1. reviewed the Company's Form 10-K for the fiscal year ended
June 2, 2001, and the Company's Form 10-Q for the period
ended March 2, 2002, which the Company's management has
indicated is the most recently available financial
information;

2. reviewed the Company's Proxy Statement filed October 30,
2001;

3. reviewed the Company's internal financial forecast and
budget for the fiscal years ending June 1, 2002 and May 31,
2003;

4. reviewed the Company's Restated Certificate of
Incorporation, as amended;

5. reviewed the Company's Bylaws, as amended, through August
1993;

6. reviewed the minutes of the Company's board of directors
meetings on August 21, 1992 and September 22, 1992;

7. reviewed the Company's Proxy Statement filed September 28,
1992;

8. reviewed a schedule of Estimated Stock Holdings of E-Z-EM as
of May 28, 2002, provided by management of the Company;

9. reviewed a schedule of outstanding stock options granted to
management and directors of the Company, as of June 1, 2002;

10. reviewed a draft, dated July 23, 2002, of the Company's
Proxy Statement to be filed in conjunction with the
recapitalization merger;

11. reviewed a draft, dated July 23, 2002, of the Company's
Agreement and Plan of Merger and Recapitalization;

12. met and interviewed certain members of the senior management
of the Company to discuss the operations, financial
condition, capital structure, future prospects and projected
operations and performance of the Company;

13. reviewed certain publicly available financial data,
including current and historical equity trading prices for
the Company and for certain companies that we deem
comparable to the Company, and reviewed publicly available
information regarding transactions that we consider similar
to the recapitalization merger; and

14. conducted such other studies, analyses and inquiries as
Houlihan Lokey deemed appropriate.

In preparing its opinion, Houlihan Lokey has relied upon and assumed,
without independent verification, that the financial information provided
to it has been reasonably prepared and accurately and completely reflects
the historical financial performance and current financial condition of
E-Z-EM, and represents the best currently available estimates of the future
financial results and condition of E-Z-EM, and that there has been no
material change in the assets, financial condition, business or prospects
of E-Z-EM since the date of the most recent financial statements made
available to Houlihan Lokey.

In assessing the financial fairness of the consideration to be received in
the recapitalization merger, Houlihan Lokey:

o analyzed the respective rights and privileges of each class
of E-Z-EM's common stock,

o analyzed the historical trading price and volume of the two
classes of E-Z-EM's common stock,

o analyzed the stockholder profile of E-Z-EM,

o analyzed similar transactions in which public companies
converted from two classes of stock to one class,

o analyzed other public companies with a dual class (voting /
non-voting) capital structure, and

o analyzed the trading profile of comparable public companies.

The following is a summary of the material financial analyses performed by
Houlihan Lokey in connection with rendering its opinion.

Summary of Rights and Privileges of E-Z-EM Common Stock
-------------------------------------------------------

E-Z-EM has approximately 4,001,341 shares of (voting) Class A common stock
outstanding, of which approximately 64% is owned by the two founding
families of E-Z-EM. E-Z-EM has approximately 5,990,974 shares of
(non-voting) Class B common stock outstanding, of which approximately 52%
is owned by the two founding families of E-Z-EM. Both classes of E-Z-EM
common stock are publicly traded on the American Stock Exchange.

The following is a summary of certain rights and privileges of each class
of E-Z-EM's common stock. This is not a comprehensive description of each
class; which is contained in the company's Certificate of Incorporation.

Summary Terms of Class A Common Stock:

Voting: One vote per share.

66% affirmative vot e of Class A shares actually voted required
for any

o amendment of the certificate of incorporation,

o reduction of capital,

o merger with and into one or more corporations,

o sale, transfer, pledge, etc. of substantially all
of the Company's property or assets, or

o liquidation, dissolution or winding up of the
Company.

Dividends: May receive cash dividends equal to or less than dividends
paid on Class B common stock. May receive stock dividends
either in the form of Class A or Class B common stock.

Summary Terms of Class B Common Stock:

Voting: No vote.

Dividends: May receive cash dividends equal to or greater than
dividends paid on Class A common stock. May receive stock
dividends only in the form of Class B common stock.

Conversion: May be converted into Class A common stock on a one-for-one
basis if either

o the Class A or Class B shares are excluded from q
quotation on the AMEX due to the dual class
structure, or

o the number of outstanding shares of Class A
common stock falls below 10% of total number of
shares of all classes of outstanding E-Z-EM
common stock.

Protection: Any acquirer of 10% or more of the Class A common stock
after the effective date of the protection provision that
does not own an equal percentage of the outstanding Class B
shares on the acquisition date must commence a public tender
offer to acquire an amount of Class B stock sufficient to
raise the percentage of outstanding Class B shares owned to
a level equal to the post-acquisition percentage of Class A
shares owned at a price equal to the higher of

o the highest price paid by such acquirer in the
prior six months for the Class A shares or

o the highest bid price of a share of Class A or
Class B common stock on the "trigger date".

Houlihan Lokey noted that, according to the rights and privileges of the
Class B common stock holders, in a control transaction with a third party,
the holders of Class B common stock would receive at least the same value
per share as the holders of Class A common stock. Accordingly, Houlihan
Lokey observed that a holder would be economically indifferent as to the
class of stock held in the event that a control transaction is completed.

Historical Trading Analysis of E-Z-EM Common Stock

As part of its analysis, Houlihan Lokey performed an analysis of the
historical trading profile of the two classes of E-Z-EM's common stock. The
following table summarizes the average daily trading volume of each class
of common stock and the weighted average premium of the (voting) Class A
common stock compared to the (non-voting) Class B common stock over
10-year, 5-year and 1-year periods.

Class A Class B
------- -------
Average Daily Volume
10 Year 1,520 2,812
5 Year 1,248 2,740
1 Year 2,134 2,816
Average Class A Premium
10 Year 12.2%
5 Year 8.2%
1 Year 13.2%

Analysis of Public Companies With Dual-Class Capital Structures
---------------------------------------------------------------

Houlihan Lokey identified and analyzed a group of companies that, as of the
time of the analysis, had two classes of publicly traded common stock with
different voting rights. These companies were classified into three groups:

o companies for which there is no dividend preference for the
low-vote stock;

o companies for which there is a stated dividend preference for
the low-vote stock, but such preference dividends have never
been paid; and

o companies for which there is a stated dividend preference for
the low-vote stock, and such preference dividends have
historically been paid.

The analysis indicated that for companies with no dividend preference, the
high-vote shares traded at an average premium of 5.1% compared to the
low-vote stock over a trailing 60-day period, and a premium of 4.3% over a
trailing one-year period. For companies with a stated dividend preference
where such preference dividends have never been paid, the high-vote shares
traded at an average premium of 5.1% compared to the low-vote stock over a
trailing 60-day period, and a premium of 7.2% over a trailing one-year
period. For companies with a stated dividend preference where such
preference dividends have historically been paid, the high-vote shares
traded at an average premium of 5.4% compared to the low-vote stock over a
trailing 60-day period, and a premium of 7.2% over a trailing one-year
period.

Analysis of Similar Recapitalization Transactions

Houlihan Lokey identified and analyzed seventeen similar reclassification
transactions of publicly traded companies from May 1998 through July 2002.
In each similar transaction, a public company with two classes of stock
with different voting rights reclassified or converted the two classes into
a single class of voting stock. In thirteen of the seventeen similar
transactions, the ratio of new shares received by each class of common
stock was one-for-one. In two of the transactions, the class of stock with
the higher voting power received 1.1 share of new stock, and the class with
lower voting power received 1.0 share of new stock. In one of the
transactions, the class of stock with the higher voting power received 1.24
share of new stock, and the class with lower voting power received 1.0
share of new stock.

Houlihan Lokey noted that there did not seem to be a correlation between
the conversion ratios of the transactions with either

o the historical trading premium/discount of the high vote
stock vs. the low-vote stock, or

o the change in the "insider" voting power due to the transaction.

Houlihan Lokey also analyzed the post-transaction stock price performance
of each company versus a relevant industry index. Over the six-month period
following the consummation of each transaction, the average company's stock
outperformed its relevant index by 8.5%. For each company, Houlihan Lokey
also compared

o the average daily trading volume of all classes of stock for
the 60 days prior to the announcement of each transaction to

o the average daily trading volume for the 60 days following
the six-month period after consummation of each transaction.

Houlihan Lokey noted that the average company's trading volume increased
approximately 44% (excluding one outlier company which experienced an
increase of over 1500%). Houlihan Lokey noted, however, that there are many
factors that contribute to a company's stock price performance and trading
volume, and that no conclusions should be drawn regarding E-Z-EM's future
stock price performance or trading volumes should the recapitalization
merger be approved and consummated.

In reaching its conclusions, Houlihan Lokey considered all of the above
analyses including:

o under the terms of the Company's certificate of
incorporation, a holder would be economically indifferent as
to the class of stock held in the event a control transaction
is completed; and

o of the 17 recently completed recapitalization transactions 13
were done at a one-to-one ratio, with no apparent correlation
between the exchange ratios and either the historical premium
on the high-vote stock, or the change in insider control.

Based on the foregoing analysis, Houlihan Lokey has concluded that the
consideration to be received in the recapitalization merger is fair to the
stockholders of E-Z-EM's Class A and Class B common stock from a financial
point of view.

* * * * * * * * * * *
Houlihan Lokey has not been requested to, and did not, solicit third party
indications of interest in acquiring all or any part of E-Z-EM. Houlihan
Lokey has not independently verified the accuracy and completeness of the
information supplied to it with respect to E-Z-EM and does not assume any
responsibility with respect to such information. Houlihan Lokey was not
requested to, and did not, make an independent evaluation or appraisal of
E-Z-EM's assets or liabilities, contingent or otherwise, and was not
furnished with any evaluations or appraisals. Houlihan Lokey's analysis is
necessarily based on business, economic, market and other conditions as
they exist and can be evaluated by Houlihan Lokey at the date of its
opinion and presentation to the board of directors of E-Z-EM.

Houlihan Lokey is a nationally recognized investment banking firm with
expertise in, among other things, valuing businesses and securities and
rendering fairness opinions. Houlihan Lokey is continually engaged in the
valuation of businesses and securities in connection with mergers and
acquisitions, leveraged buyouts, private placements of debt and equity,
corporate reorganizations, employee stock ownership plans, corporate and
other purposes. E-Z-EM selected Houlihan Lokey because of its experience
and expertise in performing valuations and fairness analysis. Houlihan
Lokey does not beneficially own nor has it ever beneficially owned any
interest in E-Z-EM. Furthermore, Houlihan Lokey has no agreement or
understanding to provide additional services to E-Z-EM beyond the scope of
this fairness opinion.

Fees and Expenses. E-Z-EM has agreed to pay Houlihan Lokey its customary
fee for such services plus its reasonable out-of-pocket expenses incurred
in connection with the rendering of a fairness opinion, including Houlihan
Lokey's reasonable expenses of legal counsel. No portion of the fee was
contingent upon approval or completion of the recapitalization merger.
E-Z-EM has further agreed to indemnify Houlihan Lokey against certain
liabilities and expenses related to or arising in connection with the
rendering of its services, including liabilities under the federal
securities laws.

Certain Effects of the Recapitalization Merger

Business and Operations

The recapitalization merger will have no effect on the business or
operations of the Company and its subsidiaries. Immediately following the
recapitalization merger, the business and operations of the Company, as
currently conducted, will be continued by the Company as the surviving
corporation in the recapitalization merger. In addition, the directors and
officers of the Company will continue to be the directors and officers of
the Company following the recapitalization merger.

Effect on Market Price

The market price of shares of E-Z-EM's new common stock following
the conversion of the Company's currently outstanding Class A and Class B
common stock will depend on many factors, including, among others, the
future performance of the Company, general market conditions and conditions
relating to companies in industries similar to that of the Company.
Accordingly, the Company cannot predict the prices at which the common
stock will trade following the recapitalization, just as the Company could
not predict the price at which the Class A common stock and Class B common
stock currently trade. On July 9, 2002, the last trading day prior to the
public announcement that the Company intended to proceed with the
recapitalization merger, the closing price of the Class A common stock and
the Class B common stock was $8.06 per share and $7.75 per share,
respectively, as reported on the AMEX, and on [_____] [__], 2002, the last
trading day prior to the printing of this proxy statement, the closing
price of the Class A common stock and the Class B common stock was $[___]
and $[___], respectively, as reported on the AMEX.

Conversion of Shares

In the recapitalization merger, each share of Class A common stock
and each share of Class B common stock will be converted into one share of
new common stock. Promptly after the effective time, the Company is
required to mail or cause to be mailed to each holder of record of Class A
common stock or Class B common stock a letter of transmittal and
instructions for such holder's surrender of his certificate representing
shares of Class A common stock or Class B common stock in exchange for a
certificate or certificates representing the number of shares of new common
stock into which such holder's shares of Class A common stock or Class B
common stock are converted.

Holders of Class A common stock and Class B common stock should
surrender certificates previously representing Class A common stock and
Class B common stock only after they have received a transmittal letter,
and then only in accordance with the instructions contained in the
transmittal letter. Please do not send in your stock certificates with the
enclosed proxy card and do not surrender any certificates until you have
received transmittal materials from our transfer agent following completion
of the recapitalization merger.

Treatment of Stock Options

The recapitalization merger will not have an adverse impact on the
Company's stock option plans. Each of the outstanding employee options to
purchase shares of Class A common stock or Class B common stock will be
converted into an option to purchase an equal number of shares of new
common stock for the same exercise price and upon the same terms as in
effect before the recapitalization merger.

Employee Benefit Plans

All of our employee benefit and welfare plans, such as our medical
plans and pension plans, are expected to continue substantially unchanged
and benefits under these plans are not expected to be affected by the
recapitalization merger. The Company, however, reserves the right to modify
any employee benefit or welfare plan.

Federal Securities Law Consequences

The conversion of the Class A common stock and Class B common
stock into new common stock is being made pursuant to an exemption from
registration under Section 3(a)(9) of the Securities Act of 1933. Shares of
common stock issued upon effectiveness of the recapitalization merger,
other than any such shares held by "affiliates" of the Company within the
meaning of the Securities Act, may be offered for sale and sold in the same
manner as the existing Class A common stock and Class B common stock
without additional registration under the Securities Act. Affiliates of the
Company and holders of restricted shares will continue to be subject to the
restrictions specified in Rule 144 under the Securities Act. Persons who
may be deemed to be affiliates of E-Z- EM for such purposes generally
include individuals or entities that control, are controlled by or are
under common control with E-Z-EM and include directors and executive
officers of E-Z-EM.

Material Federal Income Tax Consequences of the Recapitalization

The following discussion summarizes the material U.S. federal
income tax consequences of the recapitalization to holders of Class A
common stock and Class B common stock. This discussion assumes that such
shares are held as capital assets and does not address all of the U.S.
federal income tax consequences that may be relevant to particular
stockholders in light of their individual circumstances or to stockholders
that are subject to special rules, such as:

o financial institutions,

o mutual funds,

o tax-exempt organizations,

o insurance companies,

o dealers in securities or foreign currencies,

o persons (including traders in securities) using a
mark-to-market method of accounting,

o stockholders who hold such shares as a hedge against
currency risk or as part of a straddle, constructive sale or
conversion transaction, or

o stockholders who acquired their shares upon the exercise of
employee stock options or otherwise as compensation.

The following discussion is based upon the Internal Revenue Code,
laws, regulations, rulings and decisions in effect as of the date of this
proxy statement, all of which are subject to change, possibly with
retroactive effect. Tax consequences under state, local and foreign laws
are not addressed herein. No ruling has been or will be sought from the
Internal Revenue Service as to the U.S. federal income tax consequences of
the recapitalization and the following discussion is not binding on the
Internal Revenue Service. You are strongly urged to consult your tax
advisor as to the specific tax consequences to you of the recapitalization,
including the application of federal, state, local and foreign income and
other tax laws based on your particular facts and circumstances.

Based on the advice of our counsel, Skadden, Arps, Slate, Meagher
& Flom LLP, we believe the recapitalization will constitute a
"recapitalization" within the meaning of Section 368(a)(1)(E) of the
Internal Revenue Code. Accordingly, you will not recognize any gain or loss
upon the receipt of new common stock in exchange for your old Class A
common stock or Class B common stock pursuant to the recapitalization.

The preceding discussion is general in nature and does not
consider any particular stockholder's individual facts and circumstances.
Since the tax consequences of the recapitalization to you will depend on
your particular facts and circumstances, you are strongly urged to consult
your tax advisor as to the tax consequences to you of the recapitalization.

Accounting Treatment

The recapitalization merger will not have any effect on earnings
per share or book value per share, except that the costs to effectuate the
recapitalization will be charged to the statement of earnings in the period
incurred.

AMEX Listing

The Company is in the process of obtaining the necessary approval
from the American Stock Exchange, or AMEX, in order to effect the
recapitalization merger. Currently, the shares of Class A common and Class
B common stock are traded separately on the AMEX. Class A common stock and
Class B common stock, which are currently listed on the AMEX under the
symbols "EZM.A" and "EZM.B", respectively, will no longer be listed after
the recapitalization merger and will cease to exist. Following the
recapitalization, only the new common stock will trade on the AMEX under
the symbol [ ]. Although one of the reasons underlying the Company's
desire for a single class of common stock is increasing the liquidity and
trading efficiency of the Company's common stock, the Company cannot assure
you that the liquidity and trading efficiency of the single class of common
stock will increase as a result of the conversion.

No Appraisal Rights

Under no circumstances are holders of Class A common stock or
Class B common stock entitled to appraisal rights in connection with the
recapitalization merger.

Regulatory Approval

The Company must file a certificate of merger with the Secretary
of State of the State of Delaware to complete the recapitalization merger.

THE AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION

This section of the proxy statement describes material provisions
of the recapitalization merger agreement. This description does not purport
to be complete and is qualified in its entirety by reference to the
recapitalization merger agreement, a copy of which is attached as Annex B
to this proxy statement and is incorporated in this proxy statement by
reference. We urge you to read the recapitalization merger agreement
carefully and in its entirety.

The Recapitalization

As contemplated by the recapitalization merger agreement, the
recapitalization merger will be effectuated by merging Merger Sub with and
into the Company, with the Company as the surviving corporation in the
merger and continuing its corporate existence under the laws of the State
of Delaware.

Conversion of Shares in the Recapitalization

Pursuant to the terms of the recapitalization merger agreement, at
the effective time of the recapitalization merger:

o Each share of Class A common stock and each share of Class B
common stock issued and outstanding immediately prior to the
effective time will, by virtue of the recapitalization
merger and without any further action by the holder thereof,
be converted into and become one share of new common stock.

o Each share of Class A common stock and each share of Class B
common stock, if any, held in the treasury of the Company or
by any wholly owned subsidiary of the Company will, by
virtue of the recapitalization merger, be converted into and
become one share of new common stock.

o Each share of Merger Sub's common stock outstanding
immediately prior to the effective time will, by virtue of
the recapitalization merger, be cancelled and retired and
cease to exist, without any consideration therefor.

Certificate of Incorporation and By-Laws of the Company

Following the completion of the recapitalization merger, the
Company's current certificate of incorporation will continue to be the
certificate of incorporation of the surviving corporation, until amended in
accordance with its terms and applicable law. As a result of the merger,
however, Article 4 of the Company's certificate of incorporation will be
amended:

o to reflect the combination of our two currently outstanding
classes of common stock into a single, newly created class
of common stock,

o to provide that there will be no super-majority voting
requirements in the Company's certificate of incorporation
applicable to the Company's new class of common stock, and

o to provide that each stockholder will have one vote per
share and all matters brought before the stockholders of the
Company will be determined by a majority vote.

A copy of the amendment to Article 4 of the certificate of incorporation is
attached as Exhibit I to Annex B of this proxy statement.

Following the completion of the recapitalization merger, the
Company's current by-laws will continue to be the by-laws of the surviving
corporation, until amended in accordance with their terms, the certificate
of incorporation and applicable law. The existing super-majority provision
in the Company's by-laws with respect to the removal of directors will not be
changed.

Exchange of Certificates

Promptly after the effective time, the Company is required to mail
or cause to be mailed to each holder of record of Class A common stock or
Class B common stock a letter of transmittal and instructions for such
holder's surrender of his or her certificate representing shares of Class A
common stock or Class B common stock in exchange for a certificate or
certificates representing the number of shares of new common stock into
which such holder's shares of Class A common stock or Class B common stock
are converted.

No dividends or other distributions with respect to shares of the
new common stock with a record date on or after the effective time will be
paid to the holder of any unsurrendered certificate until such certificate
is surrendered to the Company.

From and after the effective time, the Company will be entitled to
treat the certificates for shares of Class A common stock and Class B
common stock which have not yet been surrendered for exchange as evidencing
the ownership of the number of shares of new common stock into which the
shares of Class A common stock or Class B common stock have been converted.

If a certificate for Class A common stock or Class B common stock
has been lost, stolen or destroyed, the exchange agent will issue the new
common stock upon receipt of appropriate evidence as to that loss, theft or
destruction, appropriate evidence as to the ownership of that certificate
by the claimant, and appropriate and customary identification.

Treatment of Stock Options

At the effective time of the recapitalization merger, each
outstanding option to purchase Class A common stock or Class B common stock
granted under the Company's stock option plans will by virtue of the
recapitalization merger and the provisions of such option plans, and
without any action on the part of the holder thereof, be converted into and
become an option to purchase the same number of shares of the new common
stock at the same exercise price per share and on the same terms and
conditions as in effect immediately prior to the effective time.

Effective Time of the Recapitalization

Subject to the satisfaction or waiver of the conditions to the
recapitalization merger, the closing of the recapitalization merger will
occur as soon as reasonably practicable following the 2002 annual meeting
of stockholders of the Company. A certificate of merger will be filed with
the Secretary of State of the State of Delaware following the closing. The
merger will become effective at the time of such filing or at such later
time as is specified in the certificate of merger.

Board of Directors and Officers of the Surviving Corporation

The directors and officers of E-Z-EM immediately prior to the
closing, will, from and after the effective time of the recapitalization
merger, continue as the directors and officers of the surviving
corporation, in each case, until their successors are duly elected,
appointed or qualified in accordance with applicable law or until their
earlier death, resignation or removal in accordance with the certificate of
incorporation and the by-laws of the surviving corporation.

Conditions to Completion of the Recapitalization Merger

The completion of the recapitalization merger is subject to the
following conditions:

o adoption of the recapitalization merger proposal by the
affirmative vote of the holders of 66% of the shares of
Class A common stock actually voted at the annual meeting
and a majority of the shares of Class A common stock
outstanding;

o absence of any law or injunction preventing the
recapitalization merger;

o approval for listing on the American Stock Exchange of the
shares of new common stock issued in connection with the
recapitalization; and

o all filings with and consents and approvals from
governmental entities and third parties required to
consummate the recapitalization merger have been made or
obtained.

Termination

The recapitalization merger agreement may be terminated, and the
recapitalization merger and other actions therein provided for may be
abandoned, by the board of directors of the Company in its sole discretion
at any time prior to the effective time.

Amendment; Waiver

The recapitalization merger agreement may be amended by mutual
consent of the boards of directors of the Company and Merger Sub, but any
amendment by the Company must be approved by the special committee of the
board of directors. Any provision of the recapitalization merger agreement
may be waived at any time prior to the effective time of the
recapitalization merger.

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
FOLLOWING THE RECAPITALIZATION

The following description of the new common stock, par value $.10
per share, that stockholders of the Company will own following the
recapitalization is not meant to be complete and is qualified by reference
to the certificate of incorporation of the Company, as amended in
connection with the recapitalization, the by-laws of the Company, and
applicable Delaware law. A copy of the article of the certificate of
incorporation that is proposed to be amended by the recapitalization merger
is attached hereto as Exhibit I to Annex B. Copies of the current
certificate of incorporation and the by-laws of the Company are
incorporated by reference into this proxy statement and will be sent to you
upon request. See "Where You Can Find More Information".

Description of Capital Stock of the Company Following the Recapitalization

Authorized Capital Stock. If the holders of Class A common stock
approve the recapitalization merger proposal, following the
recapitalization merger, the Company will have only one class of common
stock and the total number of shares of authorized capital stock of the
recapitalized Company will be 17,000,000, consisting of:

o 1,000,000 shares of preferred stock, par value $.10 per
share.

o 16,000,000 shares of the new common stock, par value $.10
per share; and

Outstanding Capital Stock. Based on shares of Class A common stock
and Class B common stock issued and outstanding as of [_____ ] [__ ], 2002,
following the recapitalization merger, the Company is expected to have
approximately [__] shares of the new common stock issued and outstanding.
As of [_____] [__], 2002, the Company had no outstanding preferred stock
and no preferred stock will be issued and outstanding as a result of the
recapitalization merger.

The Preferred Stock. Following the recapitalization, the board of
directors will continue to have the power to:

o provide for the issuance of shares of preferred stock,

o determine the number of shares in any series of preferred
stock issued, and

o fix the designations, preferences, qualifications,
limitations, restrictions, and special or relative rights
applicable to the preferred stock.

No preferred stock will be outstanding immediately following the
recapitalization merger.

The Common Stock. The following is a description of the new common
stock that stockholders of the Company will own following the recapitalization
merger.

o Voting Rights.
-------------

- Each share of the new common stock will be entitled to
one vote per share.

- In general, approval of matters submitted to a
stockholder vote will require the affirmative vote of a
majority of the shares of the new common stock present in
person or by proxy except removal of a director which
will require the affirmative vote of the holders of at
least 80% of the new common stock entitled to vote in the
election of directors.

o Preemptive or Other Subscription Rights. Holders of shares
of the new common stock will not have any preemptive rights
to subscribe to any additional issue or sale of the capital
stock of the Company or to acquire any security convertible
into capital stock of the Company.

o Conversion, Redemption, Sinking Fund and Other Rights. No
conversion, redemption or sinking fund provisions will apply
to shares of the new common stock, and shares of the new
common stock will not be liable to further call or
assessment by the Company. All issued and outstanding shares
of the new common stock will be fully paid and
nonassessable.

o Restrictions on Alienability. There will be no restrictions
on the alienability of shares of the new common stock.

o Dividend Rights. Holders of shares of the new common stock
will be entitled to receive dividends, when, as and if
declared by the board of directors of the Company in
accordance with Delaware law.

Comparison of the Rights of Stockholders

Following implementation of the recapitalization merger, the
rights of stockholders that receive shares of the new common stock will
continue to be governed by the laws of the State of Delaware, in addition
to the certificate of incorporation and the by-laws of the Company. The
rights of each holder of shares of the new common stock will be identical
in all material respects to the rights of each holder of shares of Class A
common stock and Class B common stock prior to the recapitalization merger,
except with respect to the matters specified below:

Post-
Pre-Recapitalization Recapitalization
-------------------- ----------------
-------------------------------------------------------------------------------------------------------------
Capital Class A Common Stock Class B Common Stock Common Stock
Structure
--------------------------------------------------------------------------------------------------------------

Voting Rights o One vote per share; No voting rights except as One vote per
o The affirmative vote of 66% otherwise required by law. share.
of the shares of Class A
common stock actually voted
is required with respect to
any (i) amendment of the
certificate of
incorporation, (ii)
reduction of capital, (iii)
merger or consolidation of
the Company with or into one
or more corporations, (iv)
sale, conveyance, lease,
mortgage, pledge, or
exchange of all or
substantially all of the
Company's property or assets
or (v) liquidation,
dissolution, or winding up
of the Company; and
o The affirmative vote of 66%
of the outstanding shares of
the Class A common stock is
required to increase or
decrease the number of
authorized shares of Class B
common stock (but not below
the number of shares then
outstanding).
--------------------------------------------------------------------------------------------------------------
Dividends Stock dividends are required to o Cash dividend payment per At the discretion
and Other be made to all holders of Class share of Class B common of the board of
Distributions A common stock and all stock may be higher (but in directors,
holders of Class B common no event lower) than the dividends will be
stock and stock dividends on cash dividend payment per paid equally to all
Class A common stock may be share of Class A common holders of
made in shares of either Class stock; and common stock.
A or Class B common stock. o Stock dividends are
required to be made to
all holders of Class A
common stock and all
holders of Class B
common stock and may
be made only in shares
of Class B common
stock to holders of
Class B common stock.
--------------------------------------------------------------------------------------------------------------
Convertibility None. Convertible into Class A None.
common stock on a share-for-
share basis under certain
circumstances.
--------------------------------------------------------------------------------------------------------------
Class None. A person or a group is Not applicable.
Protections required to commence a
public cash tender offer to
purchase a specified number
of additional shares of
Class B common stock
determined pursuant to a
formula, if at any time
after adoption of this
protection provision,
o (i) such person or group
acquires, or such group
is formed whose members
have acquired since
adoption of this
provision, beneficial
ownership of shares of
Class A common stock
constituting 10% or more
of the then issued and
outstanding shares of
Class A common stock, or
(ii) any subsequent
acquisition of shares of
Class A common stock or
formation of a group
results in its
beneficial ownership of
shares representing
integral multiple of 5%
higher than 10% (e.g.,
15%, 20%, 25%, etc.) of
the total number of
shares of Class A common
stock then issued and
outstanding; and such
person or group does not
at the time of such
acquisition beneficially
own shares of Class B
common stock acquired
after the Company's
first distribution of
shares of Class B common
stock constituting an
equal or greater
percentage of the then
issued and outstanding
shares of Class B common
stock.

Failure to commence the
public cash tender offer
will result in a suspension
of the voting rights with
respect to the shares of
Class A common stock
acquired.

--------------------------------------------------------------------------------------------------------------
Merger and Not applicable. Holders of Class B common Not applicable.
Consolidation stock are entitled to
receive the same amount
and form of per share
consideration as that
received by any holder
of the Class A common
stock in any merger or
consolidation of the
Company.
--------------------------------------------------------------------------------------------------------------
Equitable Equitable adjustments will be Equitable adjustments will be Not applicable.
Adjustments made in the event the other made in the event the other
class of common stock has been class of common stock has
split, subdivided or combined. been split, subdivided or
combined.

--------------------------------------------------------------------------------------------------------------

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

General

The Board of Directors appointed Grant Thornton LLP, independent
certified public accountants, who were the Company's independent auditors
for the 2002 fiscal year, as the Company's independent auditors for the
fiscal year ending May 31, 2003. Although the selection of auditors does
not require ratification, the board of directors has directed that the
appointment of Grant Thornton LLP be submitted to the stockholders for
ratification due to the significance of their appointment to the Company.

A representative of Grant Thornton LLP is expected to be present
at the annual meeting with the opportunity to make a statement and to
respond to appropriate questions.

Recommendation of the Board of Directors

The board of directors of the Company recommends a vote for the
ratification of the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending May 31, 2003.

ANNUAL REPORT

All stockholders of record as of the record date, have been sent,
or are concurrently herewith being sent, a copy of the Company's 2002
Annual Report on Form 10-K for the 2002 fiscal year.

Any stockholder of the Company may obtain without charge
additional copies of the Company's annual report on form 10-K for the 2002
fiscal year (without exhibits), as filed with the Securities and Exchange
Commission, by writing to stockholder information, E-Z-EM, Inc., 717 Main
Street, Westbury, New York 11590-5021.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to
be distributed in connection with the next annual meeting of stockholders
of the Company, stockholder proposals for such meeting must be submitted to
the Company no later than May 20, 2003.

OTHER MATTERS

As of the date of this proxy statement, management knows of no
matters other than those set forth herein which will be presented for
consideration at the meeting. If any other matter or matters are properly
brought before the meeting or any adjournment thereof, the persons named in
the accompanying proxy will have discretionary authority to vote, or
otherwise act, with respect to such matters in accordance with their
judgment.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. Our
Securities and Exchange Commission filings are available to the public over
the Internet at the Securities and Exchange Commission's website at
www.sec.gov. You may also read and copy any document we file with the
Securities and Exchange Commission at the Securities and Exchange
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the Securities and Exchange Commission at 1-
800-SEC-0330 for further information on the public reference room. We
maintain a website at www.ezem.com. The information contained in our
website is not incorporated in this proxy statement by reference and you
should not consider it a part of this proxy statement.

You may request a copy of our recent Securities and Exchange
Commission filings, at no cost, by writing or telephoning us at the
following address and telephone number:

Stockholder Information
E-Z-EM, Inc.
717 Main Street
Westbury, New York 11590-5021
Telephone: (516) 333-8230

If you would like to request documents, including any documents we
may subsequently file with the Securities and Exchange Commission before
the annual meeting, please do so by September [__], 2002 so that you will
receive them before the annual meeting.

This proxy statement does not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this proxy
statement, or the solicitation of a proxy, in any jurisdiction to or from
any person to whom or from whom it is unlawful to make such offer,
solicitation of an offer or proxy solicitation in such jurisdiction.
Neither the delivery of this proxy statement nor any distribution of
securities pursuant to the recapitalization merger described in this proxy
statement shall, under any circumstances, create any implication that there
has been no change in the information set forth in this proxy statement or
in our affairs since the date of this proxy statement.

You should rely only on the information contained or incorporated
in this proxy statement to vote on the matters presented to you for your
approval. We have not authorized anyone to provide you with information
that is different from what is contained in this proxy statement. This
proxy statement is dated [_____] [__], 2002. You should not assume that the
information contained in this proxy statement is accurate as of any date
other than such date, and neither the mailing of the proxy statement to
stockholders nor the issuance of common stock in the recapitalization
merger shall create any implication to the contrary.

ANNEX A

July 23, 2002

The Board of Directors
E-Z-EM, Inc.
717 Main Street
Westbury, NY 11590

Dear Board Members:

We understand that E-Z-EM, Inc. (the "Company") proposes to effect a
recapitalization of its currently outstanding Class A common stock and
Class B common stock into a single class of common stock through a merger
(the "Merger") of a newly formed wholly owned subsidiary of the Company
with and into the Company, with the Company continuing as the surviving
corporation in the Merger. As a result of the Merger, each outstanding
share of Class A Common Stock and each outstanding share of Class B Common
Stock of the Company would be converted into one share (the "Merger
Consideration") of a new single class of common stock of the Company. The
Merger and other related transactions disclosed to Houlihan Lokey are
referred to collectively herein as the "Transaction."

You have requested our opinion (the "Opinion") as to the matters set forth
below. The Opinion does not address the Company's underlying business
decision to effect the Transaction. We have not been requested to, and did
not, solicit third party indications of interest in acquiring all or any
part of the Company. Furthermore, at your request, we have not negotiated
the Transaction or advised you with respect to alternatives to it.

In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the
circumstances. Among other things, we have:

2. reviewed the Company's Proxy Statement filed October 30,
2001;

3. reviewed the Company's internal financial forecast and
budget for the fiscal years ending May 2002 and 2003;

4. reviewed the Company's Restated Certificate of
Incorporation, as amended;

5. reviewed the Company's Bylaws, as amended, through August
1993;

6. reviewed the minutes of the Company's board of directors
meetings on August 21, 1992 and September 22, 1992;

7. reviewed the Company's Proxy Statement filed September 28,
1992;

8. reviewed a schedule of Estimated Stock Holdings of E-Z-EM as
of May 28, 2002, provided by management of the Company;

9. reviewed a schedule of outstanding stock options granted to
management and directors of the Company, as of June 1, 2002;

10. reviewed a draft, dated July 23, 2002, of the Company's
Proxy Statement to be filed in conjunction with the
Transaction;

11. reviewed a draft, dated July 23, 2002, of the Company's
Agreement and Plan of Merger and Recapitalization in
conjunction with the Transaction;

14. conducted such other studies, analyses and inquiries as we
deemed appropriate.

We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably
prepared and reflect the best currently available estimates of the future
financial results and condition of the Company, and that there has been no
material change in the assets, financial condition, business or prospects
of the Company since the date of the most recent financial statements made
available to us.

We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not assume
any responsibility with respect to it. We have not made any physical
inspection or independent appraisal of any of the properties or assets of
the Company. Our opinion is necessarily based on business, economic, market
and other conditions as they exist and can be evaluated by us at the date
of this letter. We have also assumed that the Transaction will qualify as a
tax-free exchange and recapitalization for federal income tax purposes. We
note that we are not legal or tax experts and have relied upon, without
assuming any responsibility or liability for independent verification, the
assessment of the Company's legal and tax advisors with respect to the
legal and tax matters related to the Transaction.

Based upon the foregoing, and in reliance thereon, it is our opinion that
the Merger Consideration to be received by stockholders of each class of
the Company's common stock in connection with the Transaction is fair to
them from a financial point of view.

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

ANNEX B

AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION

AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION, dated as of
July 25, 2002 (this "Agreement"), between E-Z-EM, Inc., a Delaware
corporation (the "Company"), and E-Z-EM Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub").

WHEREAS, the total number of shares of all classes of capital
stock that the Company has the authority to issue is 17,000,000, consisting
of 1,000,000 shares of Preferred Stock, par value $.10 per share (the
"Preferred Stock"), none of which is outstanding as of the date hereof, and
16,000,000 shares of common stock, consisting of 6,000,000 shares of Class
A Common Stock, par value $.10 per share (the "Class A Common Stock"), of
which 4,001,341 shares are outstanding as of the date hereof, and
10,000,000 shares of Class B Common Stock, par value $.10 per share (the
"Class B Common Stock"), of which 5,990,974 shares are outstanding as of
the date hereof; and the total number of shares of all classes of stock
that Merger Sub has authority to issue is one share of common stock, par
value $0.01 per share (the "Merger Sub Common Stock"), of which one share
is issued and outstanding and owned by the Company as of the date hereof;

WHEREAS, the Company desires that Merger Sub merge with and into
the Company (hereinafter, in such capacity, sometimes referred to as the
"Surviving Corporation"), upon the terms and subject to the conditions set
forth in this Agreement (the "Merger"), in accordance with the Delaware
General Corporation Law (the "DGCL");

WHEREAS, the Company desires that pursuant to this Agreement and
as a result of the Merger: (i) each share of Class A Common Stock issued
and outstanding immediately prior to the Effective Time (as defined below)
of the Merger, will, upon the terms and subject to the conditions and
limitations set forth herein, be converted into and become one share of a
new class of common stock, par value $0.10 per share, of the Surviving
Corporation (the "New Common Stock") and (ii) each share of Class B Common
Stock issued and outstanding immediately prior to the Effective Time of the
Merger, will, upon the terms and subject to the conditions and limitations
set forth herein, be converted into and become one share of New Common
Stock;

WHEREAS, a Special Committee of the Board of Directors of the
Company, comprised of independent, outside members of the Board of
Directors, was formed for the purpose of reviewing, evaluating, negotiating
and making recommendations to the full Board of Directors of the Company
regarding the proposed recapitalization of the Company and such Special
Committee, with the advice and assistance of its financial advisor,
Houlihan Lokey Howard & Zukin Financial Advisors, Inc., has recommended to
the full Board of Directors of the Company that the proposed
recapitalization of the Company be effected by means of the Merger
contemplated hereby, substantially upon the terms and subject to the
conditions set forth herein;

WHEREAS, the Boards of Directors of the Company and Merger Sub
have by resolutions duly adopted, approved the terms of this Agreement and
of the Merger, have declared the advisability of this Agreement and of the
Merger and determined them to be fair to, and in the best interests of, the
Company and Merger Sub, and have directed the submission of this Agreement
to their respective stockholders for approval;

WHEREAS, the Board of Directors of the Company, as the sole
stockholder of Merger Sub, has by resolutions duly adopted approved and
adopted the terms of this Agreement and of the Merger;

WHEREAS, the Merger is intended to constitute a reorganization of
the Company within the meaning of Section 368(a)(1)(E) of the Internal
Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE in consideration of the premises and the mutual
agreements and provisions herein contained, the parties hereto agree as
follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger.

(a) Upon the terms and subject to the conditions of
this Agreement, Merger Sub shall be merged with and into the Company in
accordance with the DGCL, the separate existence of Merger Sub shall cease,
and the Company shall be the Surviving Corporation of the Merger. The
Merger shall become effective at such time as a certificate of merger is
duly filed with the Secretary of State of the State of Delaware or at such
later time as is specified in the certificate of merger (the "Effective
Time").

(b) At and after the Effective Time, the Merger shall
have the effects set forth in Section 259 of the DGCL. Without limiting the
foregoing and subject thereto, from and after the Effective Time, the
Surviving Corporation shall possess all the rights, privileges, powers and
franchises and be subject to all of the restrictions, disabilities and
duties of the Company and Merger Sub, all as provided under the DGCL.

Section 1.2 Effect of the Merger. At the Effective Time:

(a) Each share of Class A Common Stock issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any further action by the holder thereof or the
Surviving Corporation, be converted into and become one fully paid and
nonassessable share of New Common Stock. Each share of Class B Common Stock
issued and outstanding immediately prior to the Effective Time shall, by
virtue of the Merger and without any further action by the holder thereof
or the Surviving Corporation, be converted into and become one fully paid
and nonassessable share of New Common Stock.

(b) Each share of Class A Common Stock, if any, held
in the treasury of the Company or by any wholly owned subsidiary of the
Company shall, by virtue of the Merger and without any further action by
the holder thereof or the Surviving Corporation, be converted into and
become one fully paid and nonassessable share of New Common Stock. Each
share of Class B Common Stock, if any, held in the treasury of the Company
or by any wholly owned subsidiary of the Company shall, by virtue of the
Merger and without any further action by the holder thereof or the
Surviving Corporation, be converted into and become one fully paid and
nonassessable share of New Common Stock.

(c) Each share of Merger Sub Common Stock outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any further action by the holder thereof, be cancelled and retired
and cease to exist, without any consideration therefor.

(d) Each certificate representing prior to the
Effective Time any shares of Class A Common Stock or Class B Common Stock
shall thereafter represent only the shares of New Common Stock into which
such shares of Class A Common Stock or Class B Common Stock are so
converted.

(e) From and after the Effective Time, the
Certificate of Incorporation of the Company as in effect immediately prior
thereto, shall continue to be the certificate of incorporation of the
Surviving Corporation, until duly altered, amended or repealed in
accordance with the provisions thereof and applicable law; provided,
however, that Article 4 thereof shall be amended to read in its entirety as
set forth on Exhibit I hereto.

(f) From and after the Effective Time, the By-Laws of
the Company as in effect immediately prior thereto shall continue to be the
By-Laws of the Surviving Corporation, until duly altered, amended or
repealed in accordance with the provisions thereof, the Certificate of
Incorporation of the Company and applicable law.

(g) The directors and officers of the Company
immediately prior to the Effective Time shall continue to be the directors
and officers of the Surviving Corporation, in each case, until their
respective successors are duly elected or appointed and qualified in
accordance with the By-Laws of the Company and applicable law.

Section 1.3 Exchange of Certificates.

(a) From and after the Effective Time, each holder of
a certificate which immediately prior to the Effective Time represented
outstanding shares of Class A Common Stock or Class B Common Stock of the
Company shall be entitled to receive in exchange therefor, upon surrender
thereof to the Company, a certificate or certificates representing the
number of shares of New Common Stock into which such holder's shares of
Class A Common Stock or Class B Common Stock were converted. Promptly after
the Effective Time, the Company shall mail or cause to be mailed to each
holder of record of a certificate or certificates which immediately prior
to the Effective Time represented outstanding shares of Class A Common
Stock or Class B Common Stock a letter of transmittal and instructions for
use in effecting the surrender and exchange of certificates.

(b) No dividends or other distributions with respect
to shares of New Common Stock with a record date on or after the Effective
Time shall be paid to the holder of any unsurrendered certificate with
respect to the shares of New Common Stock represented thereby by reason of
the conversion of shares of Class A Common Stock or Class B Common Stock
pursuant to Sections 1.2(a) and 1.3 hereof until such certificate is
surrendered in accordance with this Article I. Subject to the effect of
applicable laws, following surrender of any such certificate, there shall
be paid to the holder in whose name the shares of New Common Stock are
registered the amount of any dividends or other distributions (without
interest) which theretofore became payable, but which were not paid by
reason of the foregoing.

(c) From and after the Effective Time, the Company
shall be entitled to treat the certificates for shares of Class A Common
Stock and Class B Common Stock which have not yet been surrendered for
exchange as evidencing the ownership of the number of shares of New Common
Stock into which the shares of Class A Common Stock or Class B Common Stock
shall have been converted. Notwithstanding the foregoing, neither the
Company nor Merger Sub shall be liable to any holder of shares of Class A
Common Stock or Class B Common Stock for any shares of New Common Stock or
dividends or distributions thereon delivered to a public official pursuant
to any applicable abandoned property, escheat or similar law.

Section 1.4 Stock Options. At the Effective Time, each
outstanding option to purchase Class A Common Stock or Class B Common Stock
granted under the Company's stock option plans (collectively, "Options")
shall, by virtue of this Agreement and the provisions of such option plans,
and without any action on the part of the holder thereof, be converted into
and become an Option to purchase the same number of shares of New Common
Stock at the same exercise price per share and on the same terms and
conditions as in effect immediately prior to the Effective Time.

ARTICLE II

COVENANTS

Section 2.1 Submission to Stockholders. The Company, acting
through its Board of Directors, shall, to the extent reasonably
practicable, cause the approval and adoption of this Agreement to be
submitted to a vote of stockholders at the Company's 2002 Annual Meeting of
Stockholders or, if such proposal shall not have been submitted to a vote
of stockholders at such Annual Meeting for any reason, the Company, acting
through its Board of Directors, shall duly call, give notice of, convene
and hold, a special meeting of stockholders for the purpose of considering
and voting upon the approval and adoption of this Agreement and shall
submit this Agreement to the holders of the Company's Class A Common Stock
for adoption at such special meeting of stockholders.

ARTICLE III

CONDITIONS TO THE MERGER

Section 3.1 Conditions to the Obligations of the Company and
Merger Sub. The respective obligations of the Company and Merger Sub to
consummate the Merger are subject to the satisfaction of, or to the extent
permitted by applicable law, the waiver by the Company on or prior to the
Effective Time of each of the following conditions:

(a) adoption of this Agreement shall have been
approved by the affirmative vote of the holders of (i) sixty-six percent
(66%) of the shares of Class A Common Stock actually being voted at a
stockholders meeting and (ii) a majority of the shares of Class A Common
Stock outstanding.

(b) no laws shall have been adopted or promulgated,
and no temporary restraining order, preliminary or permanent injunction or
other order issued by a court or other Federal, state, local or foreign
government, administrative agency or commission or other authority thereof,
or any quasi-governmental or private body exercising any regulatory,
taxing, importing or other governmental or quasi-governmental authority (a
"Governmental Entity") of competent jurisdiction shall be in effect having
the effect of making the Merger illegal or otherwise prohibiting
consummation of the Merger and no proceeding challenging this Agreement or
the transactions contemplated hereby or seeking to prohibit, alter, prevent
or materially delay the Merger shall have been instituted by any or before
any court, arbitrator or governmental body, agency or official and be
pending which would cause the Board of Directors of the Company to
determine that the consummation of the Merger is no longer advisable;

(c) the New Common Stock to be issued pursuant to
this Agreement and upon exercise of Options shall have been approved for
listing on the American Stock Exchange, subject to official notice of
issuance; and

(d) all (i) actions by or in respect of or filings
with, and (ii) material licenses, permits, consents, approvals,
authorizations, qualifications and orders of, any Governmental Entity or
third party required to permit the consummation of the transactions
contemplated by this Agreement shall have been obtained, other than those
that would not reasonably be expected to have a material adverse affect on
the Company or its ability to consummate the transactions contemplated by
this Agreement.

ARTICLE IV

TERMINATION

Section 4.1 Termination. To the fullest extent permitted by
the DGCL, this Agreement may be terminated, and the Merger and other
actions herein provided for may be abandoned, by the Board of Directors of
the Company in its sole discretion at any time prior to the Effective Time,
notwithstanding any approval of this Agreement by the stockholders of
either or both of the Company or Merger Sub.

Section 4.2 Effect of Termination. If this Agreement is
terminated pursuant to Section 4.1, this Agreement shall become void and of
no effect with no liability on the part of any party hereto.

ARTICLE V

MISCELLANEOUS

Section 5.1 Notices. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or
otherwise) to the parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice) and will be
deemed given on the date on which such notice is received:

To the Company or Merger Sub:

E-Z-EM, Inc.
717 Main Street
Westbury, New York 11590
Tel: (516) 333-8230
Attn: General Counsel

Section 5.2 Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided that no party
may assign, delegate or otherwise transfer any of its rights or obligations
under this Agreement without the consent of the other party hereto.

Section 5.3 Governing Law. This Agreement shall be construed
in accordance with and governed by the internal laws of the State of
Delaware.

Section 5.4 Amendment and Waiver. No amendment of this
Agreement will be effective unless provided in writing signed by each of
the parties hereto. It being understood that any amendment of this
Agreement by the Company must be authorized and approved by the Special
Committee of the Board of Directors. Any provision hereof may be waived, at
any time prior to the Effective Time, notwithstanding any approval of this
Agreement by the stockholders of either or both of the Company and Merger
Sub.

Section 5.5 Counterparts; Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when each
party hereto shall have received counterparts hereof signed by the other
party hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day
and year first above written.

E-Z-EM, INC.

By: /s/Anthony A. Lombardo
_______________________________
Anthony A. Lombardo
President and
Chief Executive Officer

E-Z-EM MERGER SUB, INC.

By: /s/Anthony A. Lombardo
_______________________________
Anthony A. Lombardo
President

EXIBIT I TO ANNEX B

ARTICLE 4 OF THE AMENDED
CERTIFICATE OF INCORPORATION
OF
E-Z-EM, INC.
AS PROPOSED TO BE AMENDED AT THE
EFFECTIVE TIME OF THE MERGER

" 4. AUTHORIZED CAPITAL. The total number of shares of all classes
of capital stock that the Company shall have authority to issue shall be
17,000,000, consisting of 1,000,000 shares of preferred stock, par value
$.10 per share ("Preferred Stock"), and 16,000,000 shares of common stock,
par value $.10 per share ("Common Stock"). The Board of Directors shall
have the power by resolution to (i) provide for the issuance of shares of
Preferred Stock in series, (ii) determine the number of shares in any such
series and (iii) fix the designations, preferences, qualifications,
limitations, restrictions, and special or relative rights applicable to the
Preferred Stock or any series thereof."

EXHIBIT 99.1

E-Z-EM, Inc.

Proxy for the Annual Meeting of Stockholders
to be held on October 15, 2002

This Proxy is solicited on behalf of the Board of Directors of
E-Z-EM, Inc. for the 2002 Annual Meeting of Stockholders to be held on
October 15, 2002. The 2002 Annual Meeting of Stockholders will be held at
the Marriott Hotel, Uniondale, New York, on Tuesday, October 15, 2002, at
10:00 a.m., local time.

The undersigned, a holder of Class A common stock of E-Z-EM, Inc.,
hereby appoints Anthony A. Lombardo, Dennis J. Curtin and Peter J. Graham,
and each of them, the true and lawful attorneys and proxies with full power
of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Class A common stock of the Company which the
undersigned would be entitled to vote if personally present at the 2002
Annual Meeting of Stockholders, and at any adjournment or postponement
thereof, in all matters indicated on the reverse side hereof, and with
discretionary authority to vote as to any other matters that may properly
come before such meeting.

IMPORTANT - This Proxy is continued on the reverse side.
Please sign and date on the reverse side andreturn today.

DETACH PROXY CARD HERE
------------------------------------------------------------------------------

This Proxy, when properly signed, will be voted in the manner
directed. If no direction is given, this Proxy will be voted FOR the each
of the proposals.

1. To elect Howard S. Stern, David P. Meyers and George P. Ward as Class
III directors of the Company, each for a term of three years and
Robert J. Beckman as a Class II director of the Company, for a term of
two years, (Proposal No. 1).

|_| FOR |_| WITHHOLD AUTHORITY Authority withheld for the
following nominee(s) only:
(Write the name(s) of such
nominee(s) in the
space provided below)

--------------------

2. To approve and adopt the Agreement and Plan of Merger and
Recapitalization, dated as of July 25, 2002, by and between E-Z-EM,
Inc. and E-Z-EM Merger Sub, Inc., a wholly owned subsidiary of E-Z-EM,
Inc., which provides, among other things, for the merger of E-Z-EM
Merger Sub, Inc. with and into E-Z-EM, Inc. (Proposal No. 2).

|_| FOR |_| AGAINST |_| ABSTAIN

3. To ratify the appointment of Grant Thornton LLP as the independent
auditors of E-Z-EM, Inc. for the fiscal year ending May 31, 2003
(Proposal No. 3).

|_| FOR |_| AGAINST |_| ABSTAIN

Please mark, date and sign exactly as name appears hereon. Joint
owners should each sign. When signing as an executor, corporate officer or
in any other representative capacity, please give full title as such.

Dated: _____________________, 2002

___________________________________

___________________________________
SIGNATURE(S)