<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Miami Computer Supply Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) 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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
[LETTERHEAD OF MIAMI COMPUTER SUPPLY CORPORATION]
April 27, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Miami Computer Supply Corporation (the "Company"). The meeting will be held
at the Company's principal offices located at the Presidential Banquet Center,
4548 Presidential Way, Dayton, Ohio 45429, on Tuesday, May 25, 1999 at 10:30
a.m., Eastern Time. The matters to be considered by stockholders at the Annual
Meeting are described in the accompanying materials.
The Board of Directors of the Company has determined that the matters
to be considered at the Annual Meeting are in the best interests of the Company
and its stockholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER TO BE CONSIDERED.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of, and interest in, Miami Computer Supply
Corporation are sincerely appreciated.
Sincerely,
/s/ Michael E. Peppel
Michael E. Peppel
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
MIAMI COMPUTER SUPPLY CORPORATION
4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
(937) 291-8282
-------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999
-------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Miami Computer Supply Corporation (the "Company") will be held at
the Company's principal offices located at the Presidential Banquet Center, 4548
Presidential Way, Dayton, Ohio 45429, on Tuesday, May 25, 1999 at 10:30 a.m.,
Eastern Time, for the following purposes, all of which are more completely set
forth in the accompanying Proxy Statement:
(1) To elect five (5) directors for a one-year term or until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent
accountants for the fiscal year ending December 31, 1999; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Except with respect to
the procedural matters incident to the conduct of the Annual
Meeting, management is not aware of any other such business.
The Board of Directors has fixed April 16, 1999 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas C. Winstel
Thomas C. Winstel
Secretary
Dayton, Ohio
April 27, 1999
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
<PAGE>
MIAMI COMPUTER SUPPLY CORPORATION
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1999
This Proxy Statement is furnished to holders of common stock, no par
value per share ("Common Stock"), of Miami Computer Supply Corporation, an Ohio
corporation (the "Company"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Company's principal offices located at the
Presidential Banquet Center, 4548 Presidential Way, Dayton, Ohio 45429, on
Tuesday, May 25, 1999 at 10:30 a.m., Eastern Time, for the purposes set forth in
the Notice of Annual Meeting of Stockholders. This Proxy Statement is first
being mailed to stockholders on or about April 27, 1999.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted FOR the nominees for director described herein, FOR
ratification of the appointment of PricewaterhouseCoopers LLP for fiscal 1999
and upon the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the proxy holder. Any holder of
Common Stock who returns a signed proxy but fails to provide instructions as to
the manner in which such shares are to be voted will be deemed to have voted in
favor of the matters set forth in the preceding sentence. Any stockholder giving
a proxy has the power to revoke it at any time before it is exercised by (i)
filing with the Secretary of the Company written notice thereof (Secretary,
Miami Computer Supply Corporation, 4750 Hempstead Station Drive, Dayton, Ohio
45429); (ii) submitting a duly-executed proxy bearing a later date; or (iii)
appearing at the Annual Meeting and giving the Secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only at
the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
VOTING
Only stockholders of record at the close of business on April 16, 1999
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 11,629,580 shares of Common Stock outstanding
(unless otherwise indicated, share amounts referenced in this Proxy Statement
reflect the Company's 3- for-2 stock split effected in April 1998) and the
Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting. Directors are elected by a plurality of the
votes cast with a quorum present. The five persons who receive the greatest
number of votes of the holders of Common Stock represented in person or by proxy
at the Annual Meeting will be elected directors of the Company. Abstentions are
considered in determining the presence of a quorum and will not affect the vote
required for the election of directors. The affirmative vote of the holders of a
majority of the total votes represented at the Annual Meeting, in person or by
proxy, is required for approval of the proposal to ratify the appointment of the
independent accountants. Because of the vote required, abstentions will have the
effect of a vote against this proposal. Under rules of the New York Stock
Exchange, the proposals for consideration at the Annual Meeting are considered
"discretionary" items upon which brokerage firms may vote in their discretion on
behalf of their clients if such clients have not furnished voting instructions
and for which there will not be "broker non-votes."
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Board of Directors is presently composed of five directors who
serve for a one year term. The directors are elected by the stockholders of the
Company for a one year term, or until their successors are elected and
qualified. Stockholders of the Company are not permitted to cumulate their votes
for the election of directors.
As of the date hereof, no director or executive officer of the Company
is related to any other director or executive officer of the Company by blood,
marriage or adoption. Each of the nominees currently serve as a director of the
Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted FOR the election of the nominees for director listed
below. If the person or persons named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for one or more replacement nominees recommended by the Board
of Directors. At this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if elected.
The following table presents information concerning the nominees for
director of the Company.
NOMINEES FOR DIRECTOR FOR ONE-YEAR TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
Director
Name Age Since
- ----------------------------------- ----------------- -------------------
<S> <C> <C>
Robert G. Hecht 58 1996
Anthony W. Liberati 66 1996
Harry F. Radcliffe 48 1996
Thomas C. Winstel 52 1981
Michael E. Peppel 32 1998
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR.
Information concerning the principal position with the Company and
principal occupation of each nominee for director during the past five years is
set forth below.
ROBERT G. HECHT. Mr. Hecht became a Director of the Company in May 1996
and is also a member of Pittsburgh Investment Group LLC, a stockholder of the
Company ("LLC"). Mr. Hecht is the Chief Executive Officer of Trumbull
Corporation, a privately held highway construction company, President of
Allegheny Asphalt Manufacturing, Inc., a privately held material supply company,
the Executive Vice President for P.J. Dick Incorporated, a privately held
construction company and the Executive Vice President of Lindy Paving, Inc., a
privately held paving company, all of which are located in Pittsburgh,
Pennsylvania. Mr. Hecht is also a director of Essex Bancorp, Virginia Beach,
Virginia, a savings institution holding company which is traded on the American
Stock Exchange. Mr. Hecht received his Juris Doctor degree from the University
of Pittsburgh, Pittsburgh, Pennsylvania and his undergraduate degree in
engineering from the U.S. Naval Academy. Mr. Hecht is the Co-Chairman of the
Washington County Southwestern Pennsylvania Growth Alliance and a member of the
Board of Directors of the Children's Home of Pittsburgh.
2
<PAGE>
ANTHONY W. LIBERATI. Mr. Liberati has been Chairman of the Board since
May 1996, when LLC, of which he is the Manager -- President and Chief Executive
Officer and a member, acquired a majority interest in the Company. Commencing in
1982 and until his retirement in August 1995, Mr. Liberati was employed by the
Edward J. DeBartolo Corporation, Youngstown, Ohio (the "DeBartolo Corporation"),
the nation's largest shopping center developer and the owner of the San
Francisco 49ers professional football team. At the time of his retirement, Mr.
Liberati was the Chief Operating Officer of the DeBartolo Corporation. Prior to
his appointment as the Chief Operating Officer, he was the DeBartolo
Corporation's Chief Financial Officer for ten years. Mr. Liberati is a director
of Hawthorne Financial Corporation, Los Angeles, California, a savings
institution holding company which is traded on the Nasdaq National Market, and
First Fidelity Bancorp, Irvine, California, a privately held thrift and loan
holding company and is a former member of the Board of Directors of DeBartolo
Realty Corporation, Youngstown, Ohio, which was a New York Stock Exchange-traded
real estate investment trust until its merger into Simon Property Group, Inc. in
November 1996. He is a current member of the Board of Directors of Imperial Land
Company, Pittsburgh, Pennsylvania, a privately held land-bank company, Quality
Aggregates, Inc., Pittsburgh, Pennsylvania, a privately held materials supply
company, and Pennsylvania Capital Bank, Pittsburgh, Pennsylvania, a privately
held Pennsylvania commercial bank. He attended Duquesne University, Pittsburgh,
Pennsylvania.
MICHAEL E. PEPPEL. Mr. Peppel joined the Company in May 1996 and served
as the Company's Chief Financial Officer from May 1996 to December 1997. He was
elected President and Chief Executive Officer of the Company as of January 1,
1998 and was elected to the Board of Directors as of February 24, 1998. Mr.
Peppel is a member of the Company's Executive Management Committee, a committee
composed of management which deals with Company operating issues. Mr. Peppel is
also an officer and member of LLC. From November 1990 to May 1996, he was a
director and Chief Financial Officer of Diversified Data Products, Inc. which
was acquired by LLC and contributed to the Company in May 1996. From April 1987
to October 1990, he was the money desk manager for the DeBartolo Corporation.
Mr. Peppel received his degree in economics and finance from the University of
Notre Dame.
HARRY F. RADCLIFFE. Mr. Radcliffe, an officer and member of LLC, was
elected as a Director in May 1996. He has been the President and Chief Executive
Officer of Fort Pitt Capital Management, Pittsburgh, Pennsylvania, a private
investment management company, since September 1995 and was the President and
Chief Executive Officer of First Home Bancorp, Inc., a privately-held savings
institution holding company until its sale in April 1996. He is a director of
Essex Bancorp, Virginia Beach, Virginia, a savings institution holding company
which is traded on the American Stock Exchange, of Hawthorne Financial
Corporation, Los Angeles, California, a savings institution holding company
which is traded on the Nasdaq National Market, and First Fidelity Bancorp,
Irvine, California, a privately held thrift and loan holding company. From 1989
to 1993, Mr. Radcliffe was the President and Chief Executive Officer of First
South Savings Association, a Pennsylvania-chartered stock savings association
located in Pittsburgh, Pennsylvania. Mr. Radcliffe received his degree in
economics from Ohio Wesleyan University.
THOMAS C. WINSTEL. Mr. Winstel co-founded the Company in 1981 and has
been a Director, the Company's Secretary, and a Vice President of the Company
since that time. Mr. Winstel has been the corporate Secretary of the Company
since May 1996. Mr. Winstel is a member of the Company's Executive Management
Committee. Mr. Winstel received his marketing degree from the University of
Dayton, Ohio.
STOCKHOLDER NOMINATIONS
Article VIII.D. of the Company's Amended and Restated Articles of
Incorporation ("Articles") governs nominations for election to the Board of
Directors and requires all such nominations, other than those made by or at the
direction of the Board, to be made only by a stockholder who has complied with
the notice provisions in that section. Stockholder nominations must be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a stockholder's notice must have been delivered to, or mailed and
received at, the principal executive offices of the Company not less than 60
days prior to the anniversary date of the mailing of proxy materials by the
Company in connection with the immediately preceding annual meeting of the
Company. Each written notice of a
3
<PAGE>
stockholder nomination is required to set forth certain information specified in
the Articles. No nomination was received by the Company for this Annual Meeting.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE COMPANY
The Board of Directors of the Company currently meets monthly and is
required to meet not less than quarterly. During the fiscal year ended December
31, 1998, the Board of Directors met 9 times. No director attended fewer than
75% of the total number of Board meetings or committee meetings on which he
served that were held during this period. The entire Board of Directors of the
Company acts as the Nominating Committee. The Board of Directors of the Company
has established the following committees:
EXECUTIVE COMMITTEE. The Executive Committee of the Company has the
authority to act as the Board of Directors when the Board is not in session.
Actions of the Executive Committee may be taken upon the affirmative vote of any
three of the five directors, provided that of the three directors who are so
acting, one must be a non-employee director. The Executive Committee is
comprised of all of the members of the Board, when and if they are available to
act as noted above The Executive Committee did not meet during fiscal 1998.
AUDIT COMMITTEE. The Audit Committee of the Company recommends the
independent accountants to the Board annually and reviews the Company's
financial statements and the scope and results of the audit performed by the
Company's independent accountants and the Company's system of internal control
with management and such independent accountants. The Audit Committee, which is
comprised of Messrs. Liberati (Chairman), Hecht and Radcliffe, met twice during
fiscal 1998.
COMPENSATION COMMITTEE. The Compensation Committee of the Company's
Board of Directors reviews the compensation and benefits for the Company's
employees and recommends to the Board adjustments in such compensation. See
"Management Compensation - Compensation Committee Interlocks and Insider
Participation." During fiscal 1998, the members of the Compensation Committee
were Messrs. Radcliffe (Chairman), Hecht and Liberati. The Compensation
Committee met twice during fiscal 1998.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information concerning the executive officers of the
Company who do not serve on the Board of Directors of the Company. All executive
officers are elected annually by the Board of Directors and serve until their
successors are elected and qualified. As of the date hereof, no executive
officer is related to any director or other executive officer of the Company by
blood, marriage or adoption, and there are no arrangements or understandings
between a director of the Company and any other person pursuant to which such
person was elected an executive officer.
<TABLE>
<CAPTION>
Name Age Positions with the Company
- --------------------- --- ------------------------------------------------
<S> <C> <C>
Neil Dreher 42 Vice President and Chief Operating Officer
Ira H. Stanley 47 Vice President and Chief Financial Officer
John C. Huffman, III 41 Vice President -- National Sales Manager
Mary A. Stewart 42 Vice President -- Operations
Roger E. Turvy 59 Vice President -- Product Sales and Development
</TABLE>
NEIL M. DREHER. Mr. Dreher is the President and Chief Executive Officer
of DREHER Business Products, a wholly-owned subsidiary of the Company, and was
appointed Vice President and Chief Operating Officer of the Company in March,
1999. Mr. Dreher joined the Company upon its acquisition of DREHER Business
Products
4
<PAGE>
Corporation ("DBPC"), where Mr. Dreher had been employed since 1979. At DBPC,
Mr. Dreher served as Vice President of Operations from 1988 to 1995, when he was
then appointed to the position of President and Chief Executive Officer. Mr.
Dreher earned a Bachelor of Science degree in Finance and Industrial Engineering
from Purdue University.
IRA H. STANLEY. Mr. Stanley joined the Company as Vice President --
Finance on April 1, 1998 and was appointed the Company's Vice President and
Chief Financial Officer on October 1, 1998. Prior thereto, from 1990 to March
1998, Mr. Stanley was the Vice President of Finance and Treasurer of Gosiger,
Inc., a privately held importer and distributor of machine tools, located in
Dayton, Ohio. Mr. Stanley's position prior thereto was as Corporate Controller
of Price Brothers Company, a manufacturer and distributor of construction
products, located in Dayton, Ohio. Mr. Stanley received his Masters of Business
Administration from the University of Dayton, Dayton, Ohio, and his
undergraduate degree in business from Wright State University, Dayton, Ohio. He
is a member of the Company's Executive Management Committee.
JOHN C. HUFFMAN, III. Mr. Huffman joined the Company in 1981 and is the
Company's Vice President -- National Sales Manager. He is a member of the
Company's Executive Management Committee. Mr. Huffman was the General Manager of
the Company from 1985 to 1987, the Dayton Sales Manager from 1987 to 1989 and
has been the National Sales Manager since 1989. Mr. Huffman received his degree
in business management from Wright State University, Dayton, Ohio.
MARY A. STEWART. Ms. Stewart joined the Company in 1989 as a staff
accountant and is currently the Company's Vice President -- Operations. From
1991 to May 1996, Ms. Stewart served the Company as Controller. She is a member
of the Company's Executive Management Committee.
ROGER E. TURVY. Mr. Turvy joined the Company in 1981 and has been the
Vice President -- Product Sales and Development since that time. Mr. Turvy is a
member of the Company's Executive Management Committee. Mr. Turvy received his
degree in mathematics and business from Miami University, Oxford, Ohio and his
MBA from Ohio State University.
5
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which was
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock, (ii) the directors of the Company, (iii) each
executive officer of the Company named in the Summary Compensation Table
appearing under "Management Compensation," below, and (iv) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group April 16, 1999(1) Common Stock
- -------------------------------------------------- -------------------- -------------
<S> <C> <C>
Value Partners, Ltd.(2) 1,471,594 12.7%
Anthony W. Liberati(3)(4) 291,845 2.5
Robert G. Hecht(3)(5) 301,441 2.6
Harry F. Radcliffe(3)(6) 342,345 2.9
Thomas C. Winstel(3)(6) 316,318 2.7
Michael E. Peppel(3)(8) 377,609 3.2
John C. Huffman, III(3)(9) 33,558 *
Ira H. Stanley(3) 3,996 *
All directors and executive officers as a group 2,032,760 17.5%
(10 persons)(10)
</TABLE>
- -----------------
* Represents beneficial ownership of less than 1.0% of the
Company's Common Stock.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the Voting Record Date upon
the exercise of options or warrants. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and that
are exercisable within 60 days from the date of the Voting Record Date
have been exercised. Unless otherwise noted, the Company believes that
all persons named in the table have sole voting and dispositive power
with respect to all shares of Common Stock beneficially owned by them.
(2) The business address for Value Partners, Ltd. is 4514 Cole Avenue,
Suite 808, Dallas, Texas 75205. Includes 46,403 shares owned by the
general partner of the general partner of Value Partners, Ltd.
(3) This person's business address is 4750 Hempstead Station, Dayton, Ohio
45429.
(4) Does not include 388,518 shares of Common Stock owned by LLC. Mr.
Liberati is the Manager -- President and Chief Executive Officer of LLC
and, as such, may be deemed to have the power to vote or direct the
voting of, and to dispose and direct the disposition of, the shares of
Company Common Stock owned by LLC. Includes options to purchase 22,500
shares of Company Common Stock under the Non-Employee Directors Stock
Option Plan which are exercisable within 60 days of the Voting Record
Date.
(5) Does not include 388,518 shares of Common Stock owned by LLC. Mr. Hecht
is a member, but not an officer of, LLC. Includes 2,000 shares held in
a custodial account for two minor children and 1,000 shares owned by
another child, all of whom share the same household with Mr. Hecht, who
disclaims beneficial
6
<PAGE>
ownership of such shares. Includes options to purchase 22,500 shares of
Company Common Stock under the Non-Employee Directors Stock Option Plan
which are exercisable within 60 days of the Voting Record Date.
(6) Does not include 388,518 shares of Common Stock owned by LLC. Mr.
Radcliffe is the Manager -- Secretary of LLC and, as such, may be
deemed to have the power to vote or direct the voting of, and to
dispose and direct the disposition of, the shares of the Common Stock
owned by LLC. Includes 6,750 shares held by Mr. Radcliffe's three
children. Also includes options to purchase 22,500 shares of Company
Common Stock under the Non-Employee Directors Stock Option Plan, which
are exercisable within 60 days of the Voting Record Date.
(7) Includes options to purchase 15,000 shares of Company Common Stock
under the Company's 1996 Stock Option Plan which are exercisable within
60 days of the Voting Record Date.
(8) Includes 4,500 shares held as custodian for Mr. Peppel's two minor
children. Includes options to purchase 68,500 shares of Common Stock
under the Company's 1996 Stock Option Plan which are exercisable within
60 days of the Voting Record Date. Does not include 388,518 shares of
Common Stock owned by LLC. Mr. Peppel is the Manager-Treasurer of LLC
and, as such, may be deemed to have the power to vote or direct the
voting of, and to dispose or direct the disposition of, the shares of
Company Common Stock owned by LLC.
(9) Includes options to purchase 1,500 shares of Common Stock under the
Company's 1996 Stock Option Plan which are exercisable within 60 days
of the Voting Record Date.
(10) Does not include 388,518 shares of Common Stock owned by LLC. Includes
options to purchase shares of Common Stock held by such directors and
executive officers which are exercisable within 60 days of the Voting
Record Date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("Commission") and the National Association of Securities
Dealers, Inc. Officers, directors and greater than 10% stockholders are required
by regulation to furnish the Company with copies of all forms they file pursuant
to Section 16(a) of the Exchange Act. Except for Value Partners, Ltd., the
Company knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that during, and with respect to, fiscal 1998, the Company's officers
and directors, except with respect to those noted below, complied in all
respects with the reporting requirements promulgated under Section 16(a) of the
Exchange Act. The Company understands, from its review of such forms, that Roger
E. Turvy, Michael E. Peppel, Ira H. Stanley, Thomas C. Winstel, John C. Huffman,
III, Mary A. Stewart and Pittsburgh Investment Group LLC each filed 1 late
report on Form 4, and Mr. Huffman did not file a required report on Form 5.
7
<PAGE>
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation paid by the Company for services rendered in all
capacities during the years ended December 31, 1998, 1997 and 1996 to the Chief
Executive Officer and to each of the other most highly compensated executive
officers of the Company whose total compensation during fiscal 1998 exceeded
$100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
Annual
Compensation Securities
----------------------------------------- Underlying All Other
Name and Position Year Salary Bonus(2) Options Compensation(3)
- --------------------------------------------------- ----- --------- --------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Michael E. Peppel................................... 1998 $206,268 $206,268 196,500 $15,135
President and Chief Executive Officer 1997 130,452 130,452 -- 11,895
1996 46,669 146,578 45,000 4,218
Ira H. Stanley (1).................................. 1998 75,770 -- 25,000 8,403
Vice President and Chief Financial Officer
Thomas C. Winstel................................... 1998 203,313 -- -- 16,886
Vice President - Presentation Products 1997 211,510 -- -- 12,614
1996 194,011 -- 22,500 18,043
John C. Huffman, III................................ 1998 135,600 90,000 4,500 11,170
Vice President - National Sales Manager 1997 128,400 47,319 -- 10,937
1996 118,800 9,063 -- 18,597
</TABLE>
- ----------------------------
(1) Mr. Stanley joined the Company as Vice President - Finance on April 1,
1998. Mr. Stanley became the Company's Vice President and Chief
Financial Officer on October 1, 1998.
(2) Bonuses shown for 1996 were paid during 1997, bonuses for 1997 were
paid during 1997 and 1998, and bonuses for 1998 were paid in 1999. The
1997 and 1998 bonuses paid to Messrs. Peppel and Huffman were based on
their employment agreements. See "Employment Contracts."
(3) All Other Compensation includes director's fees (through the second
quarter of 1996 for Mr. Winstel only) and expense reimbursement, car
allowance, premiums for split dollar life insurance coverage, sporting
event tickets, annual medical examination expenses, taxable relocation,
temporary housing and/or other executive or employee benefits.
COMPENSATION OF DIRECTORS
Non-employee directors receive a quarterly retainer of $2,500 and fees
of $1,000 per Board meeting attended and $250 per Committee meeting attended. In
addition, Board members are reimbursed for their travel and other out-of-pocket
expenses arising from attending Board or Committee meetings. Non-employee
directors also are eligible to receive stock option grants pursuant to the
Company's Non-Employee Directors Stock Option Plan. Directors who are also
employees of the Company do not receive any compensation for serving on the
Board or Committees thereof.
8
<PAGE>
EMPLOYMENT CONTRACTS
On May 30, 1996, in conjunction with the acquisition of the controlling
interest in the Company by LLC, the Company entered into employment contracts
with Messrs. Peppel, Winstel, Turvy and Huffman, and with Joseph R. Hollenshead,
the President of Diversified Data Products, Inc. ("DDP"), a wholly-owned
subsidiary of the Company (the "Executives"), which agreements are substantially
similar except for compensation provisions. Each such agreement terminates on
December 31, 1999 unless sooner terminated for death, physical or mental
incapacity or cause (which is defined as the uncured refusal to perform, or
substantial neglect of, or an intentional failure to perform, a material portion
of the Executive's duties, willful misconduct, breach of a fiduciary duty
involving personal gain, a material breach of the employment agreement, or a
felony conviction), or terminated by the Executive for the failure of the
Company to provide the resources necessary to the fulfillment of the Executive's
responsibilities, the express direction by the Board of Directors to have the
Executive perform any illegal action, the threatened or actual insolvency of the
Company or the failure of the Company to perform its obligations to the
Executive under the employment agreement. Mr. Peppel's agreement was amended as
to his salary only as of January, 1998.
In addition to, or in lieu of, a base salary, each such Named Executive
Officer is entitled to a bonus, or commission, as follows: (i) Mr. Peppel
receives a bonus equal to 9.0% of the pre-tax profits of the Company before
employee profit sharing or any other bonuses, which cash bonus will not exceed
the amount of his base salary; (ii) Mr. Winstel will receive a monthly
commission in the amount of 40.0% of the Gross Margin (as defined below) of all
sales to certain accounts set forth in Mr. Winstel's agreement plus the sum of
$3,000 plus 5% of the Gross Margin on sales of all presentation products, which
commission will be paid only when the amount of commission exceeds his monthly
base salary and will be paid in lieu of a monthly base salary; and, (iii) at the
discretion of the Compensation Committee, Mr. Huffman is eligible to be paid a
bonus of 0.5% of Gross Margin over $9.0 million in any calendar year. "Gross
Margin" is defined by the employment agreements to mean the difference of the
unit sales price of the product and the actual cost of the product to the
Company.
In addition, for 1998, each of the Named Executive Officers utilized a
Company automobile for Company business for which the Company pays rent,
insurance, repairs, gas, oil and fees, of up to $1,200 per month.
The Named Executive Officers are granted up to six weeks vacation
annually and are entitled to participate in and receive the benefits of any
pension or other retirement benefit plan, profit sharing, stock options,
employee stock ownership, or other plans, benefits and privileges given to
employees and executives of the Company, to the extent commensurate with his
then duties and responsibilities, as fixed by the Board of Directors. Moreover,
the Named Executive Officers are eligible to participate in and may be covered
by all plans effective generally for executives of the Company with respect to
life, accident or health insurance, hospitalization, disability and other
benefits. The Company will pay or reimburse the Named Executive Officers for all
reasonable out-of-pocket expenses incurred or paid by him in connection with the
performance of his duties under the agreement. The contracts also provide for
the indemnification of the Named Executive Officers to the extent permitted by
the Company's Articles, Code of Regulations and applicable law, and the
valuation and purchase of the Executive's shares of Common Stock of the Company
if he is terminated for cause prior to December 31, 1999 and the Common Stock is
not, at the time of termination, publicly traded.
In consideration of the above, each of the Named Executive Officers
also has agreed, during the term of the agreement and for 12 months after the
termination of the agreement, not to compete with the Company in any area which
is within a 100-mile radius of any existing office of the Company. All disputes
are to be resolved using alternative dispute resolution procedures (such as
arbitration) rather than litigation.
The Company has, in the past, entered into employment and
non-competition agreements with the senior management of the companies it has
acquired and may do so in the future.
9
<PAGE>
On December 23, 1997, the Company entered into a Severance Agreement
with Albert L. Schwarz, then the President and a director of the Company.
Pursuant to the Severance Agreement, Mr. Schwarz retired from his position as
President and resigned as a member of the Board as of January 1, 1998. His
Employee Agreement, Split Dollar Life Insurance Agreement and Stock Option
Agreement were terminated. The Company accelerated the vesting of certain stock
options so that the number immediately exercisable at January 1, 1998 would be
25,500 (all other granted options were canceled) and agreed to use its best
efforts to continue health insurance benefits for Mr. Schwarz and his spouse
until he reaches 65 years of age. The Company agreed to indemnify Mr. Schwarz as
a former director and officer and both parties agreed to release the other from
or for claims during Mr. Schwarz's time of employment. The Company will pay Mr.
Schwarz $20,000 per month from January 1, 1998 through December 31, 1999 and Mr.
Schwarz has agreed not to compete with the Company and to serve as a consultant
to assist and advise the Company in matters of transition and defense of the
Company's interest. During the transition period, management will consult with
Mr. Schwarz in matters of transition, defense of the Company's interest,
acquisitions, vendor relationships and other strategic matters.
SPLIT DOLLAR LIFE INSURANCE AGREEMENTS
In December 1995, the Company entered into "split dollar" life
insurance agreements, which were amended on May 30, 1996 in conjunction with the
acquisition of control of the Company by LLC (the "Split Dollar Agreements"),
with Messrs. Winstel and Turvy (the "Insureds") pursuant to which the Company
purchased, and currently pays the premiums on, and the income tax gross-up at a
40.0% tax rate for, term life insurance policies in the face amounts of
$2,300,000 and $1,050,000, respectively. While the Company is the owner of the
policies, the Split Dollar Agreements state that the beneficiaries of the
Insureds will be entitled to receive the face value of the policies upon the
death of the Insureds, less the policies' cash value, which, at December 31,
1998, approximated $154,496 and $144,244, respectively. The Insureds have the
right to purchase the policies from the Company when they reach age 65 for their
then cash surrender values. The cost to the Company for the premiums for 1998
was $30,000 for Mr. Winstel and $30,000 for Mr. Turvy. The Split Dollar
Agreements will terminate during the Insureds' lifetimes upon: (i) the total
cessation of the Company's business, or (ii) the bankruptcy, receivership or
dissolution of the Company, and (iii) the Insureds may terminate the Split
Dollar Agreements at any time upon written notice.
STOCK OPTION GRANTS
The following table sets forth certain information concerning
individual grants of stock options awarded to the Named Executive Officers
during 1998.
<TABLE>
<CAPTION> Potential Realizable Value
at Assumed Annual Rates
Number of of Stock Price Appreciation
Securities Percent of for Option Term(3)
Underlying Total Exercise ----------------------------
Name Option Options(1) Price/Share(2) Expiration Date 5% 10%
- ----------------------- ---------- ------------- ---------------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Peppel 70,500 10.9% $ 9.17 12/31/07 $2,046,953 $3,447,294
126,000 19.6 16.25 6/29/08 2,884,750 5,625,714
Ira H. Stanley 25,000 3.9 16.25 6/29/08 572,371 1,116,213
Thomas C. Winstel -- -- -- -- -- --
John C. Huffman, III 4,500 0.7 9.17 12/31/07 130,657 220,040
</TABLE>
- ----------------
(1) Percentage of options granted to all employees during 1998.
(2) In each case the exercise price was based on the fair market value of
a share of the Company's Common Stock on the date of grant.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on assumed rates of stock price appreciation of 5% and
10% compounded annually from the date the respective options were
granted to their expiration date. The gains
10
<PAGE>
shown are net of the option exercise price, but do not include
deductions for taxes or other expenses associated with the exercise of
the option or the sale of the underlying shares. The actual gains, if
any, on the exercise of stock options will depend, in part, on the
future performance of the Common Stock, the option holder's continued
employment throughout the option period, and the date on which the
options are exercised.
The following table sets forth the value of stock options held by the
Named Executive Officers at December 31, 1998. The Named Executive Officers did
not exercise any options during 1998.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-The-Money Options at
Acquired December 31, 1998 December 31, 1998(1)
on Value ------------------------------ ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- --------- ---------- ------------ ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Peppel -- -- 68,500 195,500 $1,216,396 $2,208,354
Ira H. Stanley -- -- -- 25,000 -- 209,375
Thomas C. Winstel -- -- 15,000 7,500 284,375 142,188
John C. Huffman, III -- -- 1,500 3,000 23,188 46,375
</TABLE>
- ------------------------
(1) Calculated by determining the difference between the fair market value
of the securities underlying the options at December 31, 1998, as
reported on the Nasdaq National Market, and the exercise price of the
options.
CERTAIN TRANSACTIONS
RELATED PARTY TRANSACTIONS
LEASE AGREEMENTS. The Company entered into a lease with Draft
Partnership ("Lessor") for a 30,000 square foot office and warehouse building in
Dayton, Ohio which serves as the Company's principal executive offices. The
general partners of Draft Partnership are James F. Rowland (owning a 50.0%
partnership interest), and Mr. Albert Schwarz, the former President of the
Company, and Messrs. Winstel and Turvy, each of whom own a 12.5% partnership
interest. The lease is for a term of ten years commencing on November 1, 1996
for a base monthly rental of $23,799. The Company is responsible for paying all
taxes, public liability insurance but not fire and property damage insurance,
and all utilities on the leased premises. Provided that the Company is not in
default under the lease, it has the option to renew the term of the lease for
two successive terms of five years each, commencing on the expiration of the
initial term. The Lessor has agreed to maintain the exterior of the building,
all structural components and the parking lot, while the Company has agreed to
maintain the interior, including glass, mechanical, electrical, plumbing,
heating and air conditioning, as well as grounds maintenance. In addition, the
Company has indemnified the Lessor against any claims which may arise out of the
Company's occupancy of the leased premises or any act of the Company or its
employees, agents, invitees or licensees.
The Company has a lease for 50,000 square feet of warehouse and office
space in Strongville, Ohio. The lease expires in 2024 and has an annual rental
cost of approximately $528,000. The Company assumed the lease upon its
acquisition of DBPC in December 1998. The space is leased to the Company by D&K
LLC and D&H LLC. Mr. Neil M. Dreher, the Company's Vice President and Chief
Operating Officer, owns 1.0% and 30.0% of D&K LLC and D&H LLC, respectively.
The Company maintains property and vehicle leases with entities that
are directly or indirectly controlled by non-executive employees of the Company
or such employees derive some benefit therefrom. Such leases were acquired as a
result of the Company's acquisitions of Consolidated Media Systems, Inc. and
Minnesota Western/Creative Office Products, Inc. in 1998. The aggregate amount
paid on such leases by the Company in 1998 was approximately $821,000.
11
<PAGE>
Management of the Company believes that the terms and conditions of the
foregoing leases are no less favorable than those that could have been obtained
from a non-affiliated third party.
In 1998, the Company purchased inventory in an amount equal to $173,692
from Cranel, Inc., Columbus, Ohio, a computer supply wholesaler. The brother of
John C. Huffman, III, Vice President - National Sales Manager of the Company, is
a sales representative for Cranel, Inc. The purchase price for the inventory was
determined through arm's length negotiations. Management believes that the terms
of the purchases were at least as favorable to the Company as could have been
obtained in an arm's length transaction with an unaffiliated third party.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS. The Company has
adopted provisions in its Articles that eliminate to the fullest extent
permissible under Ohio law the liability of its directors to the Company or its
stockholders for monetary damages except to the extent that it is proved by
clear and convincing evidence that the director took or failed to take action,
and that such action or failure to act involved an act or omission undertaken
with the deliberate intent to cause injury to the Company or was undertaken with
reckless disregard for the best interests of the Company. This limitation of
liability provision is designed to ensure that the ability of the Company's
directors to exercise their best business judgment in managing the Company's
affairs, subject to their continuing fiduciary duties to the Company and its
stockholders, is not unreasonably impeded by exposure to potentially high
personal costs or other uncertainties of litigation.
The Articles also provide that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, because such person is or was a director,
officer, employee or agent of the Company. Such indemnification is furnished to
the full extent provided by law against expenses (including attorneys' fees),
judgments, fines, excise taxes and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding; if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and with respect to a criminal
action, if he had no reasonable cause to believe his conduct was unlawful. The
indemnification provisions also permit the Company to pay reasonable expenses in
advance of the final disposition of any action, suit or proceeding as authorized
by the Company's Board of Directors, provided that the indemnified person
provides an undertaking to repay the Company if it is ultimately proved by clear
and convincing evidence in court that his action or failure to act involved an
act or omission undertaken with the deliberate intent to cause injury to the
Company or undertaken with reckless disregard for the best interests of the
Company and to reasonably cooperate with the Company concerning the action, suit
or proceeding. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, it is the published opinion of the Commission that such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. At the present time, there is no pending litigation
or proceedings involving a director, officer, employee or other agent of the
Company in which indemnification would be required or permitted. The Company is
not presently aware of any other threatened litigation or proceeding which may
result in a claim for such indemnification.
The rights of indemnification provided in the Company's Articles are
not exclusive of any other rights which may be available under the Articles or
Code of Regulations of the Company, any insurance or other agreement, by vote of
stockholders or disinterested directors or otherwise. The Company maintains
director and officer liability insurance coverage.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors reviews
the compensation and benefits for the Company's employees and recommends to the
Board adjustments in such compensation. During fiscal 1998, the members of the
Compensation Committee were Messrs. Harry F. Radcliffe (Chairman), Anthony W.
Liberati and Robert G. Hecht.
12
<PAGE>
None of the executive officers of the Company currently serves on the
compensation committee of another entity or on any other committee of the board
of directors of another entity performing similar functions. No transactions
effecting the members of the Compensation Committee, or their affiliates,
occurred during 1998.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report of the Compensation Committee with respect to compensation
for the executive officers of the Company for the fiscal year ended December 31,
1998 is set forth below.
The Report of the Compensation Committee on Executive Compensation and
the Stock Performance Graph immediately following this section shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act or the
Exchange Act, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
The Compensation Committee of the Company's Board of Directors, at the
direction of the Board of Directors, prepared the following report.
The members of the Compensation Committee are non-employee directors
and, in 1998, the Compensation Committee was composed of Messrs. Radcliffe
(Chairman), Hecht and Liberati. The Compensation Committee reviews compensation
and benefits for the Company's executive officers and recommends to the Board
adjustments in such compensation. The Committee met twice during 1998 and
reviewed base salaries, estimated annual bonuses and long term compensation in
the form of stock options.
Executive officers are paid salaries and bonuses in accordance with
what the Compensation Committee believes to be the ability of such officer to
influence the attainment of financial goals by the Company. Most of the bonuses,
which in 1998 represented a significant portion of such individual's overall
compensation package, are tied to either Company pre-tax profits or the
Company's Gross Margin. This structure intentionally emphasizes sales and cost
containment and directly relates the officer's compensation to the Company's
performance.
The members of the Compensation Committee also administer the granting
of stock options pursuant to the 1996 Stock Option Plan and the 1998 Stock
Option Plan. The Compensation Committee exercises discretion with respect to the
timing and amount of awards to be granted under both option plans and in 1998,
awarded options covering 70,500 shares and 4,500 shares of Common Stock to Mr.
Michael E. Peppel, the Company's President and Chief Executive Officer, and Mr.
John C. Huffman, III, the Company's Vice President - National Sales Manager,
respectively, under the 1996 Stock Option Plan, and options covering 126,000
shares and 25,000 shares of Common Stock to Mr. Peppel and Mr. Ira H. Stanley,
the Company's Vice President and Chief Financial Officer, respectively, under
the 1998 Stock Option Plan. Future option grants under the 1998 Stock Option
Plan will be based upon, among other things, one or more of the following
factors: the Company's attainment of corporate performance goals, the
responsibility and performance of the particular executive and his or her
contribution to the attainment of corporate performance goals, the tenure of the
particular executive officer, the officer's level of competency, skill and
experience, the salary and bonus component of the officer's total compensation
package, compensation paid to officers in companies of similar size in the same
industry, and other pertinent factors. Stock option grants are aimed at aligning
the executive's long-range interest with those of the stockholders of the
Company by providing an opportunity for such key employees to possess a
meaningful stake in the Company through stock ownership.
Respectfully submitted:
Harry F. Radcliffe (Chairman)
Anthony W. Liberati
Robert G. Hecht
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total returns for the
Common Stock of the Company, the Russell 2000 Index and the Nasdaq Stock Market
- -U.S. since the Company's initial public offering in November 1996. All of these
cumulative returns are computed assuming that no dividends were paid during the
period. Management of the Company cautions that the stock price performance
shown in the graph below should not be considered indicative of potential future
stock price performance. The Common Stock commenced trading on the Nasdaq
National Market System on November 12, 1996.
[Graphic - Graph plotted to points listed below]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------
11/12/96 12/96 12/97 12/98
<S> <C> <C> <C> <C>
MIAMI COMPUTER SUPPLY CORPORATION 100 73 113 290
NASDAQ STOCK MARKET (U.S.) 100 106 130 183
RUSSELL 2000 100 107 131 130
</TABLE>
* $100 INVESTED ON 11/12/96 IN STOCK OR ON 10/31/96
IN INDEX -- INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
14
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed
PricewaterhouseCoopers LLP, independent accountants, to perform the audit of the
Company's financial statements for the year ending December 31, 1999, and
further directed that the selection of accountants be submitted for ratification
by the stockholders at the Annual Meeting.
The Company has been advised by PricewaterhouseCoopers LLP that neither
that firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
accountants and clients. PricewaterhouseCoopers LLP will have one or more
representatives at the Annual Meeting who will have an opportunity to make a
statement, if they so desire, and who will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1999.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which currently is scheduled to be held in April 2000, must be
received at the principal executive offices of the Company, 4750 Hempstead
Station Drive, Dayton, Ohio 45429, Attention: Thomas C. Winstel, Secretary, no
later than December 29, 1999.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article IX.C. of the Company's
Articles, which provides that business at an annual meeting of stockholders must
be (a) properly brought before the meeting by or at the direction of the Board
of Directors, or (b) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company at the close of business no later than February 27, 2000.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1998 accompanies this Proxy Statement. Such Annual Report is
not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR FISCAL 1998 REQUIRED TO BE FILED UNDER THE EXCHANGE ACT. SUCH WRITTEN
REQUESTS SHOULD BE DIRECTED TO IRA H. STANLEY, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, MIAMI COMPUTER SUPPLY CORPORATION, 4750 HEMPSTEAD STATION
DRIVE, DAYTON, OHIO 45429. The Form 10-K is not part of the proxy solicitation
materials.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the Annual Meeting. Management is not aware
of any business that may properly come before the Annual Meeting other than the
matters described above in this Proxy Statement. However, if any other matters
should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the discretion of the persons voting the proxies.
15
<PAGE>
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
By Order of the Board of Directors
/s/ Thomas C. Winstel
Thomas C. Winstel
Secretary
April 27, 1999
16
<PAGE>
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
MIAMI COMPUTER SUPPLY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1999
The undersigned, being a stockholder of Miami Computer Supply Corporation
("Company") as of April 16, 1999, hereby authorizes Anthony W. Liberati and
Robert G. Hecht or any successors thereto as proxies with full powers of
substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Presidential Banquet Center,
located at 4548 Presidential Way, Dayton, Ohio 45429, on Tuesday, May 25,
1999 at 10:30 a.m., Eastern Time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would be
entitled to cast, if then personally present, as follows:
FOR ALL
FOR WITHHOLD EXCEPT
1. ELECTION OF DIRECTORS / / / / / /
Nominees for a one-year term:
Robert G. Hecht, Anthony W. Liberati, Harry F. Radcliffe,
Thomas C. Winstel and Michael E. Peppel
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
Unless authority to vote for all of the foregoing nominees is withheld, this
Proxy will be deemed to confer authority to vote for each nominee whose name
is not written below.
______________________________________________________________________________
FOR AGAINST ABSTAIN
2. PROPOSAL to ratify the / / / / / /
appointment by the Board of
Directors of
PricewaterhouseCoopers LLP as
the Company's independent auditors
for the fiscal year ending
December 31, 1999.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
-------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- ------------------------------------------------------------------
- -------------------------------------------------------------------
- ----Stockholder sign above ----- Co-holder (if any) sign above-----
- ----------------------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
MIAMI COMPUTER SUPPLY CORPORATION
- -----------------------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR USE AT THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 1999 AND AT ANY ADJOURNMENT THEREOF.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF RETURNED, BUT NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS'
NOMINEES TO THE BOARD OF DIRECTORS, FOR RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITORS
AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR
TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE SIGN ABOVE EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE YOUR FULL TITLE. WHEN SHARES ARE HELD JOINTLY, ONLY ONE
HOLDER NEED SIGN.
PLEASE ACT PROMPTLY.
SIGN, DATE & MAIL YOUR PROXY CARD TODAY.
- -----------------------------------------------------------------------------------------------
</TABLE>
