<PAGE>
WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
_________________________________________________
Notice of Annual Meeting of Stockholders
to be held July 14, 1995
_________________________________________________
To Our Stockholders:
The Annual Meeting of the stockholders of Web Press
Corporation (the "Company") will be held at the Company's
offices at 22023 68th Avenue South, Kent, Washington at 10:00
a.m., local time, on Friday, July 14, 1995, for the following
purposes:
1. To elect three persons to the Board of
Directors of the Company to serve until the election of their
successors now scheduled to occur at the 1996 Annual
Meeting of the stockholders;
2. To transact such other business as may
properly come before the meeting.
A proxy statement containing information regarding the above
item appears on the following pages. The Company's 1994 Annual
Report is enclosed.
The record of stockholders entitled to receive notice of and
to vote at the Annual Meeting was determined as of the close of
busi ness on June 7, 1995.
We have enclosed a proxy card which will enable you to vote
your shares on the issues to be considered at the meeting.
All you need to do is mark the proxy to indicate your vote,
date and sign the proxy, and then return it to the Company in
the enclosed en velope as soon as conveniently possible. If
you wish to vote in favor of the agenda item in
accordance with the Board of Director's recommendation,
you need not mark your vote on the proxy but need only sign,
date, and return it to the Company.
Page 1 of 14
<PAGE>
Management sincerely appreciates your support. We hope to
see you at the Annual Meeting.
By Order of the Board of Directors,
/S/ W.R. MARCOUILLER
W. R. Marcouiller
President
June 15, 1995
Kent, Washington
______________________________________________________________
__ YOUR VOTE IS IMPORTANT!
Please mark, date and sign the enclosed proxy and promptly
return it to the Company in the enclosed envelope.
______________________________________________________________
<PAGE>
WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
--------
PROXY STATEMENT FOR THE 1995
ANNUAL MEETING OF THE STOCKHOLDERS
INTRODUCTION
The 1995 Annual Meeting of stockholders of Web Press
Corporation (herein called either "Web Press" or the "Company")
will be held at 10:00 a.m., local time, on Friday, July 14,
1995, at the Company's offices at 22023 68th Avenue South,
Kent, Washington.
This proxy statement is being distributed at the direction of
the Company's Board of Directors and provides information
concerning the proposal on which stockholders are entitled to
vote at the Annual Meeting. The Company intends to commence
distribution of this proxy statement and the materials which
accompany it on June 22, 1995. Except as otherwise expressly
indicated, all informa tion herein is provided as of June 15, 1995.
Solicitation pursuant to this proxy statement may be
followed by personal solicitation of certain stockholders by
management.
Each stockholder of record is invited to use the proxy card
which accompanies this proxy statement to vote on (or to
abstain from voting on) the proposal to be presented at the
Annual Meeting. For the reasons indicated elsewhere in this
proxy statement, Web Press' Board of Directors recommends that
stockholders vote FOR the agenda item on the proxy card. A
stockholder who desires to vote on the matter in accordance
with the Board's recommendation need, however, only date,
sign and return the enclosed proxy card. The Company
requests that the dated and signed proxy be returned as soon
as possible.
The record of stockholders entitled to receive notice of and
to vote at the Annual Meeting was determined as of the close of
busi ness on June 7, 1995 (herein called the "record date").
At that time, 3,105,413 shares of Web Press common stock were
outstand ing. Each share of the common stock entitles its
holder to one vote.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors has nominated three
individuals for election to the Board to serve until the 1996
annual stock holders' meeting or until their successors
are elected and qualified. The nominees are W. R.
Marcouiller, W. F. Carmody, and G. C. Sanborn. All of the
nominees are presently members of the Board. If, on account
of death or any other unforeseen con tingency, any of such
nominees should not be available for elec tion, then the
Board of Directors will either (i) reduce the size of the
Board to eliminate the position for which the person was
nominated or (ii) nominate a new candidate for election to
the Board in place of the person unable to serve and vote in
favor of the new candidate all shares covered by management
proxies on which authority to vote for management nominees
has not been generally withheld. Any such changes will be
announced at the Annual Meeting but no advance notice of
such change will be mailed or otherwise provided to the
stockholders.
Management recommends that you vote for the nominees named
above for election to the Board of Directors.
The Board has determined that three directors (two outside
direc tors and one member of management) are adequate, and
the Board does not intend, at this time, to increase the size
of the Board to the maximum of nine members allowed by the
Company's By-laws.
The following table identifies the three persons nominated by
the Board of Directors for election to the Board at the 1995
Annual Meeting and with respect to each person named shows:
(i) his age; (ii) his principal business experience during
the past five years (including all positions and offices
held with the Company); (iii) the year in which he first became
a member of the Board of Directors, and (iv) the number of common
shares of Web Press Corporation which, according to information
supplied by him to the Company, are "beneficially owned" by
him as of June 15, 1995:
<PAGE>
Shares
and
Percent
of
Common
Stock
Bene-
Experience during Director ficially
Name Age Past Five Years Since Owned
____ ___ _________________ ________ _________
W.R. Marcouiller 73 President since 1974 1,837,500
October, 1974. 59.17%
(1)
W.F. Carmody 70 Sec-Treasurer. 1969 155,800
Retired former 5.02%
founder & Pres. of (2)
Carmody Company, Inc.
Seattle, Wa. (Dealer
& manufacturers'
representative for heavy
electrical &
industrial equipment).
G.C. Sanborn, Jr. 72 Consultant. 1969 50,000
Retired former 1.61%
owner &
General Manager
of Industrial
Products Co.,
Seattle, Wa.
(a distributor of
industrial supply
equipment).
(1) Does not include 214,500 shares (6.91%) owned by
Mr. Marcouiller's adult children as to which he disclaims
beneficial ownership.
(2) Includes 800 shares held as custodian for Mr. Carmody's
child as to which he disclaims beneficial ownership.
<PAGE>
FUNCTIONS AND MEETINGS OF THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors has the ultimate authority for the
management of the Company's business and objectives. The
Board selects the Company's executive officers, delegates
responsibilities for the conduct of Company operations to those
officers, and monitors their performances. The Board of
Directors held one meeting during 1994. Each incumbent director
attended more than 75% of the total board and committee meetings.
A number of important functions of the Board of Directors are
performed by the committees which are comprised solely of
members of the Board. The Board has designated two committees:
an Audit Committee and a Compensation Committee. The Board
as a whole appoints members to these committees, from among
the outside directors, at the first meeting of the Board
which occurs after the election to the Board of Directors.
The Board retains the power to change at any time the
authority or responsibility delegated to each committee or the
members serving on such committee.
The Audit Committee performs the following principal
functions: It recommends to the Board of Directors the firm of
independent public accountants to audit the Company's
financial statements for each fiscal year; reviews with
the Company's independent auditors the general scope of their
audit services; reviews the nature and extent of the non-
audit services supplied by the Company's independent
auditors; reviews with the independent auditors the results
of their audit; reviews reports and recommendations made to
the Committee by company personnel and by independent
auditors; reviews programs to monitor accounting practices
and the effectiveness of internal accounting controls;
reviews exceptions to such programs as are brought to its
attention; approves the fees for services rendered by the
independent auditors; and consults with management as it deems
appropriate on the results of its reviews. The current members
of the audit committee are G. Clifford Sanborn, Jr., and
William F. Carmody. The Committee met once in 1994.
The Compensation Committee reviews remuneration and recommends
to the Board of Directors any changes in remuneration
(including salaries, options, commissions, bonuses, fringe
benefits, and incentive compensation) for the officers and
managers of the Company. The current members of the
Compensation Committee are G. Clifford Sanborn, Jr., and
William F. Carmody. The Committee met once in 1994.
The Board of Directors does not have a standing committee
respon sible for nominating persons to become directors.
<PAGE>
MANAGEMENT RENUMERATION AND TRANSACTIONS
The following table sets forth the aggregate total cash
compensa tion accrued during the fiscal years ended December
31, 1994, 1993, and 1992 for the Chief Executive Officer of
the Company.
Annual Compensation
Name and Principal Salary Bonus Long-Term All Other
Position Year ($) ($) Compensation Compensation
- ------------------ ---- ------ ------ ------------ ------------
W.R. Marcouiller 1994 159,970 0 0 0
President/General 1993 155,387 86,327 0 0
Manager and 1992 122,048 0 0 0
Director
Directors who are not employees of the Company are paid $50
per meeting and $300 per year for participation on the audit
or compensation committees.
The Company entered into a five year employment agreement
with Mr. Marcouiller, the President/General Manager,
effective January 1, 1980. The agreement provided for annual
payments of $75,000 (adjusted for inflation) and a bonus
of 12.5% of earnings before taxes on income. Effective
January 1, 1985, January 1, 1990, and January 1995,
the Company and Mr. Marcouiller agreed to renew the agreement
for another five years under the same terms and conditions. The
agreement now provides for Mr. Marcouiller's employment through December
31, 1999. Mr. Marcouiller's current base salary under the
agreement is $159,970 per year. If the Company were to breach the
employment agreement or if Mr. Marcouiller's employment
were terminated prior to the expiration of the agreement,
except for cause (as defined therein) or inability (by reason
of accident, ill-health or otherwise) to discharge his normal
duties for more than six consecutive months, Mr. Marcouiller
would be entitled to a severance bonus of $100,000 for each year
or part thereof remain ing in the term of his agreement.
The Vice-President of Sales is paid commissions equal to 1%
of firm orders accepted. The remainder of the officers and
directors are under no formal compensation agreements.
No options have been issued to date under the Company's Stock
Option Plan. The plan permits the issuance of options on up
to a total of 600,000 shares of the Company's common stock,
at exercise prices not less than 100% of market value on
the date of grant, to key employees of the Company.
Effective January 1, 1988, the Company established a 401(K)
plan under the Internal Revenue Service Regulations.
Employees are eligible to participate after one year of
service. An employee who elects to participate may
contribute in a year up to the lower of 15% of gross pay
or the dollar limit under the regula-
<PAGE>
tions, which in 1994 was $9,240. The Company contributes a
matching amount of 10% of the first $1,000 contributed by an
employee in a year. In addition, the Company may make a
discretionary matching contribution. The total amount is
determined by the Company's Board of Directors and allocated to
the participants based on their contributions. There was no
discretionary contribution in 1994. Plan participants self-
direct their investments choosing from six options sponsored by
an insurance company.
No officer, director, nominee or associate of any officer,
director, or nominee was indebted to the Company in an
amount in excess of $60,000 at any time during the
fiscal year ended December 31, 1994.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee regularly meets once
each year and holds special meetings as required. The
Committee is currently composed of two outside directors,
G.C. Sanborn, its Chairman, and W. F. Carmody. The
Committee is responsible for reviewing and approving
compensation and benefit programs that cover officers and key
executives of the Company. This includes oversight of salary
levels and salary changes for corporate officers, annual bonus
plan award and payment decisions, stock options, change of control
agreements, and any other forms of remuneration. In addition, the
Committee evaluates performance of management, considers management
succession, and deals with other matters related to senior management.
The Committee, in reviewing compensation packages
including salaries, commissions, bonuses and stock
options for its officers and key executives, uses periodic compensation
surveys by such consulting firms as Milliman & Robertson
Consulting, Washington Employer's, and Panel's Officer
Compensation Report. It also considers S.E.C. and annual report
information concerning compensation received by officers of
similar companies, as well as information received from
executive placement firms.
The Company's employment agreement and compensation program
for its President/General Manager is stated in the section
next above. The Compensation Committee has determined
that such compensation is consistent with competitive
conditions for chief executive officers considering the
degree of responsibility, knowledge and experience involved
as well as the nature and size of the corporation.
The Company's Vice President of Sales receives commission
income only but is permitted to draw against commissions
during the course of the year.
The remainder of the officers and directors are under no
formal compensation agreements but all are paid based
on the
<PAGE>
competency, skills, and experience required by their
positions. The Compensation Committee has determined that
all are being compensated reasonably and fairly.
The Compensation Committee expects that all compensation paid
by the Company to its executive officers will be within the
limits of deductibility under Section 162m of the Internal
Revenue Code.
(The foregoing report was furnished by Messrs.
Sanborn (Chairman) and Carmody.)
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative
total stockholder return on the Company's Common Stock
against the cumulative total return of the Standard &
Poor's Midcap 400 Index and the Standard & Poor's Machinery-
Diversified Index for the period of five years commencing
December 31, 1989 and ending December 31, 1994. The graph
assumes that $100 was invested on December 31, 1989 in each
of the Company's Common Stock, the Standard & Poor's
Midcap 400 Index and the Standard & Poor's Machinery-
Diversified Index and that all dividends were reinvested.
This data was furnished by Standard & Poor's Compustat
Services, Inc.
Note that "Stockholders' Return" is measured by changes in
the market price of stock adjusted for dividends paid.
Since Web Press Corporation stock is very thinly traded, the market
price of its stock does not, in management's opinion,
accurately reflect the performance of the Company.
The printing press manufacturing industry has been in a
severe recession. Web's performance should be measured
against other companies in that industry; however, figures
for Web's competitors are not available. The Standard &
Poor's figures are believed to be the most nearly comparable, that
Web could find, but they obviously do not provide a direct comparison
with companies in the printing press manufacturing industry.
<PAGE>
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE-YEAR COMULATIVE TOTAL RETURN TO
SHAREHOLDERS AS MEASURED BY STOCK PRICE
AMONG WEB PRESS CORPORATION, S&P MIDCAP 400 INDEX, S&P MACHINERY (DIVERSIFIED) INDEX
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY / INDEX NAME 1989 1990 1991 1992 1993 1994
- ------------------------------------------------------------------------------------
WEB PRESS CORPORATION 100 75.00 48.00 37.60 37.60 25.33
S&P MIDCAP 400 INDEX 100 94.88 142.42 159.38 181.62 175.11
S&P MACHINERY(DIVERSIFIED)IND 100 86.26 102.54 104.63 154.93 150.81
</TABLE>
* Assumes that the value of the investment in Web Press Corporation common
stock and each index stock was $100 on December 31, 1989
and that all dividends were reinvested.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 15, 1995,
information with respect to the beneficial ownership of common
stock of the Company by each person who is known by the
Company to have owned beneficially more than 5% of the
Company's common stock, and by each of its executive
officers and directors, and by its executive officers and
directors as a group:
Percent
Name and Address Shares Owned of Class
- ---------------- ------------ --------
W. R. Marcouiller
9140 S.E. 54th
Mercer Island, WA 1,837,500 (1) 59.17%
W. F. Carmody
10826 Auburn South
Seattle, WA 98178 155,800 (2) 5.02
G. Clifford Sanborn, Jr.
17415 Lindgren Ave.
Sun City, CA 85351 50,000 1.61
C. A. Gath
640 Jasminie Pl N.W.
Issaquah, WA 98027 6,000 (3) .19
All directors and
officers as a group
(4persons) 2,049,300 67.68%
(1) Does not include 214,500 shares (6.91%) owned by
Mr. Marcouiller's adult children as to which he disclaims
beneficial ownership.
(2) Includes 800 shares held as custodian for
Mr. Carmody's child as to which he disclaims beneficial
ownership.
(3) Includes 1,000 shares held as custodian for Mr.
Gath's grandchild as to which he disclaims beneficial
ownership.
Mr. Gath is the Company's Vice President of Sales.
<PAGE>
APPOINTMENT OF AND SERVICES PERFORMED
BY INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton audited the Company's financial statements
for the year ended December 31, 1994. Deloitte & Touche
audited the Company's consolidated financial statements for
the year ended December 31, 1993. A representative of Grant
Thornton will be present at the Annual Meeting with the
opportunity to make a statement if he/she so desires,
and will be available to respond to appropriate
questions raised orally at the meeting or submitted to the
Company's Secretary before the meeting.
In addition to auditing, Grant Thornton performed other
profes sional services for the Company during 1994.
With the recommendation of the Audit Committee, the Board
of Directors dismissed Deloitte & Touche on June 10, 1994
and appointed Grant Thornton to audit the Company's
financial statements for the year ending December 31,
1994. Deloitte & Touche's report on the Company's
financial statements for the year ended December 31, 1993
did not contain an adverse opinion or disclaimer and was
not qualified or modified as to uncertainty, audit scope or
accounting principles. In connection with its audit for the year
ended December 31, 1993, and through June 10, 1994, there were no
disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which if not
resolved to the satisfaction of Deloitte & Touche would
have caused them to make reference to the subject matter
of the disagreement in their report on the Company's
financial statements for such year.
GENERAL INFORMATION
Quorum and Adjournments
-----------------------
A majority of the voting power represented by the common
stock outstanding on the record date will constitute a quorum
for the transaction of business at the Annual Meeting of
stockholders. All management proxies grant authority to
vote the shares covered thereby: (i) to adjourn the
Annual Meeting of stockholders until a quorum can be obtained
or for any other reason deemed desirable by management; (ii) to set
the time at which the meeting will be held after any such
adjournment; and (iii) on all issues which come up for vote
at the meeting whenever it is held after any such adjournment.
Voting of Proxies Solicited by the Board of Directors
-----------------------------------------------------
All shares of common stock represented by any proxy card in
the accompanying form which is completed as directed
on the accompanying proxy card or in any other manner
reasonably
<PAGE>
satisfactory to the Company and which is received by the
Company in time to permit voting (a "management proxy") will be
voted as directed on such proxy and, in the absence of such
directive, will be voted FOR the election as directors of
the Company of the persons nominated by the Board of
Directors. Under applicable law, the three persons who
receive the greatest number of votes cast for election of
directors will be elected. Abstention from voting for one or
more directors will have the practical effect of voting
against such director or directors since it will mean fewer
votes for approval. Broker non-votes will have the same
effect.
Management of the Company does not know of any matter
which will be presented for action at the 1995 Annual
Meeting in addition to the matter identified in this proxy
statement. All shares covered by management proxy will be
voted with respect to any other matter not described in
this proxy statement, which is properly brought before
the meeting, in accordance with the judgment of the
proxies.
Revocability of Proxies
-----------------------
Any proxy may be revoked by the person or persons giving it
at any time before it has been exercised at the meeting by
giving notice of revocation to the Company's Secretary in
writing or by voting by ballot at the meeting.
Exchange Act Compliance
-----------------------
Section 16(a) of the Securities and Exchange Act of 1934,
as amended, requires that certain of the Company's officers
and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file
reports of ownership and changes of ownership with the
Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all such
forms they file.
Based solely on its review of the copies of such forms
received by the Company, the Company believes that, in 1994,
all filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied
with.
Solicitation Costs
------------------
This proxy statement has been issued in connection with
the solicitation of proxies by the Board of Directors. The
Company will pay the cost of the preparation and mailing of
this proxy statement and all other costs in this proxy
solicitation.
1996 Stockholder Proposals
--------------------------
<PAGE>
In order for a proposal by any stockholder to be included
in the proxy statement and form of proxy which will be
issued by the Company in connection with the 1996 Annual
Meeting of stockholders, the proposal (i) must be delivered
in writing to the Company's Secretary at 22023 68th
Ave., South, Kent, Washington, 98032 not later than April
15, 1996 and (ii) must satisfy the conditions
established by the Securities and Exchange Commission as
necessary to entitle such proposal to be included in the
proxy statement and form of proxy.
Reports to Stockholders
-----------------------
The Company has mailed this proxy statement and a copy of
its 1994 Annual Report to each stockholder entitled to vote
at the meeting. Included in the 1994 Annual Report are the
Company's consolidated financial statements for the fiscal
year ended December 31, 1994.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1994, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE
OBTAINED WITHOUT CHARGE BY SENDING A WRITTEN REQUEST
THEREFOR TO THE SECRETARY/TREASURER, WEB PRESS CORPORATION,
22023 68TH AVE., SOUTH, KENT, WASHINGTON, 98032.
By order of the Board of Directors,
/S/ WAYNE R. MARCOUILLER
WAYNE R. MARCOUILLER
President
June 15, 1995
Kent, Washington
<PAGE>
PROXY WEB PRESS CORPORATION PROXY
22023 68TH AVE. SOUTH, KENT, WA 98032
-------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
JULY 14, 1995
------------------------------------------
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints W.R. Marcouiller or William F. Carmody as Proxy,
in the order named and each with the power to appoint his substitute, and hereby
authorizes the Proxy to represent and to vote, as designated below, all the
shares of common stock of Web Press Corporation held of record by the
undersigned on June 7, 1995, at the Annual Meeting of Shareholders to be held on
July 14, 1995 or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees below WITHHOLD AUTHORITY
(except as marked to the contrary [_] to vote for all nominees listed
below [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through that nominee's name in the list below.)
W.R. Marcouiller, W.F. Carmody, G.C. Sanborn, Jr.
-----------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Date and sign on reverse side
<PAGE>
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy
will be voted for the nominees named in Item 1.
Please sign exactly as name appears below. When shares are held by joint
tenants or spouses, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated__________________, 1995
_____________________________
Signature
- -----------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
