<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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BIC CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BIC CORPORATION
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:*
(4) Proposed maximum aggregate value of transaction:
- --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
Notes:
<PAGE>
[LOGO OF BIC CORPORATION]
BIC CORPORATION
500 BIC DRIVE
MILFORD, CONNECTICUT 06460
__________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1994
__________________________
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of BIC
Corporation, a New York corporation, will be held at the TRUMBULL MARRIOTT
MERRITT PARKWAY, 180 HAWLEY LANE, TRUMBULL, CONNECTICUT 06611, on Tuesday,
April 26, 1994, at 10 o'clock in the morning, for the following purposes:
1. To fix the number of and to elect the Board of Directors for the ensuing
year.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON MARCH 16, 1994, AS
THE RECORD DATE FOR THE DETERMINATION OF SHAREHOLDERS ENTITLED TO NOTICE OF AND
TO VOTE AT THE MEETING. IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, BUT
WISH YOUR SHARES TO BE VOTED, PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY WHICH IS SOLICITED BY AND ON BEHALF OF THE MANAGEMENT.
By Order of the Board of Directors,
THOMAS M. KELLEHER,
Secretary
Dated: Milford, Connecticut
March 31, 1994
<PAGE>
[LOGO OF BIC CORPORATION]
BIC CORPORATION
500 BIC DRIVE
MILFORD, CONNECTICUT 06460
Approximate Mailing Date:
March 31, 1994
__________________________
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
management of BIC Corporation (the "Corporation") of proxies to be voted at the
Annual Meeting of Shareholders of the Corporation to be held on April 26, 1994,
at the Trumbull Marriott Merritt Parkway, 180 Hawley Lane, Trumbull, Connecticut
06611 at 10 o'clock in the morning, and at any adjournment thereof.
All shareholders of record as of the close of business on March 16, 1994,
will be entitled to vote. As of March 16, 1994, the Corporation had outstanding
23,559,244 Common Shares, each of which is entitled to one vote with respect to
each matter to be voted upon at the meeting.
Each valid proxy in the enclosed form received by management will be voted by
the persons therein named in accordance with the shareholder's direction.
Unless the shareholder specifies that authority to vote for directors is
withheld, it is intended that the shares will be voted fixing the number of
directors to be elected at seven and in favor of the election of the seven
nominees named in this proxy statement. Management knows of no reason why any
of the nominees so named will be unavailable for election. If any such nominee
should be unavailable for election by reason of death or otherwise, the proxies
will be voted for the election of such other person as may be recommended by the
present Board of Directors. Any shareholder giving a proxy has the power to
revoke it at any time before it is exercised. If a shareholder attends the
meeting and desires to vote in person, his/her proxy will not be used.
An automated system administered by the Corporation's transfer agent
tabulates the votes. Abstentions and broker non-votes are each included in the
determination of the number of Common Shares present and voting. Abstentions
are counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
1
<PAGE>
ELECTION OF DIRECTORS
The following information is furnished with respect to each person to be
nominated for election as a director to serve until the next annual meeting or
until such person's successor has been elected. Each nominee was elected to
office at the 1993 Annual Meeting of Shareholders. Unless otherwise noted,
employment is with BIC Corporation.
- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------
Bruno Bich 47 Chairman of the Board and Chief Executive Officer
since 1992. President and Chief Executive Officer
from 1983 to 1992. Director since 1971. Chairman of
the Board and President of Societe BIC, S.A. since
June 1993. Director since 1986.
Marcel L. Bich 79 Vice Chairman of the Board since 1992. Chairman of
the Board from 1958 to 1982 and from 1984 to 1992.
Director since 1958. Chairman of the Board and
President of Societe BIC, S.A. from 1953 to June
1993. Director General and Director since 1953.
Raymond Winter 53 President and Chief Operating Officer since 1992.
Vice President-Sales & Marketing from 1985 to 1986
and 1991 to 1992. President of BIC Inc. (Canada)
since 1986. Director since 1992.
Alexander Alexiades 63 Vice President and Treasurer of the Corporation
from 1973 to March 1993. Director since 1971.
Antoine G. Treuille 45 Senior Vice President with the investment firm of
Desai Capital Management, Inc. since 1992.
Executive Vice President with the investment firm
of Entrecanales Inc. from 1985 to 1992. Director
since 1992.
Robert E. Allen 49 Managing Director with the consulting firm of
Redding Consultants, Inc. since 1982. Director
since 1992.
David W. Heleniak 48 Partner with the law firm of Shearman & Sterling
since 1981. Director since 1992.
Mr. Marcel L. Bich is the father of Mr. Bruno Bich; no other family
relationships exist between any of the nominees named above. In addition,
Messrs. Marcel L. Bich and Bruno Bich are related to two executive officers of
Societe BIC, S.A.
COMMITTEES OF THE BOARD. The By-Laws empower the Board of Directors to
establish committees of the Board of Directors. In 1992, the Board of Directors
appointed an Audit Committee composed of Messrs. Treuille, as chairman, Allen
and Heleniak. Two meetings of the Audit Committee were held during 1993. The
Audit Committee is primarily concerned with the Corporation's accounting
policies and reporting practices and the sufficiency of its auditing practices.
The Committee reviews the scope of the annual audit and the findings and
recommendations of the outside auditors after the completion of the audit and
monitors the extent to which the Corporation implements changes recommended by
the outside auditors.
2
<PAGE>
COMPENSATION OF DIRECTORS. During 1993, three nominees to the Board were
either employees of the Corporation or of its parent, Societe BIC, S.A. These
individuals received no additional compensation for their services on the Board.
Mr. Alexiades was employed by the Corporation until his retirement in March
1993. He received no additional compensation for his services on the Board
during that time but was paid $25,000 for services on the Board since retiring
in March 1993. Messrs. Treuille, Allen and Heleniak were each paid $30,000 for
services on the Board during 1993. In addition, Mr. Alexiades represents the
Corporation in various trade association matters for which he was compensated in
1993.
MEETINGS OF THE BOARD. During 1993, seven meetings of the Board of Directors
were held in addition to various actions taken by the Board from time to time by
unanimous written consent. Mr. Marcel L. Bich participated in fewer than 75% of
these Board meetings.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive Officer and the
four most highly compensated executive officers of the Corporation, all
compensation paid by the Corporation for each of the last three fiscal years.
ANNUAL COMPENSATION
-------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION/(1)(2)/
- ------------------ ---- ------ ----- --------------------
BRUNO BICH 1993 $472,680 $236,000 $27,018
Chairman and Chief 1992 449,375 232,000 6,784
Executive Officer 1991 389,249 172,000
RAYMOND WINTER 1993 296,213 136,000 16,999
President and Chief 1992 281,854 133,000 586,843
Operating Officer 1991 178,111 90,000
AL D'ADDARIO 1993 165,666 57,000 10,910
Vice President - Manufacturing 1992 147,328 52,000 2,231
ROBERT L. MACDONALD 1993 141,275 58,000 14,525
Vice President-Finance and
Treasurer
JAMES PALMER 1993 150,500 51,000 11,024
Director, Sales and Marketing 1992 138,750 50,000 1,999
NOTES: (1) For 1992, reflects matching contributions by the Corporation to the
BIC Corporation 4Ol(k) Savings and Investment Plan on behalf of each of
the named executives and for Mr. Palmer also includes $240 reflecting the
matching contributions in 1992 by the Corporation to the BIC Corporation
Employees Share Purchase Plan and for Mr. Winter also includes an
interest free loan in the amount of $582,592 made by the Corporation to
facilitate the purchase of a home in Connecticut following his transfer
from Canada. Bridge loans such as this are made by the Corporation to
relocated employees in accordance with corporate policy. Mr. Winter
repaid the entire loan in May 1992.
3
<PAGE>
(2) For 1993, reflects: (a) matching contributions by the Corporation to
the BIC Corporation 401(k) Savings and Investment Plan on behalf of each
of the named executives, as follows: B. BICH $7,075; R. WINTER $7,075; A.
D'ADDARIO $4,970; R. MACDONALD $4,238; J. PALMER $4,515; and (b) the
dollar value of premiums paid by the Corporation for term life insurance
for the benefit of the named executives, as follows: B. BICH $19,943; R.
WINTER $9,924; A. D'ADDARIO $5,940; R. MACDONALD $10,287; J. PALMER
$6,509.
RETIREMENT PLANS
The Corporation has pension plans covering substantially all its employees.
The following table sets forth the estimated annual pension benefits payable
upon normal retirement under the Salaried Employees Pension Plan and Selected
Executive Retirement Plan to employees in the final average compensation and
years of service classifications indicated. The benefits are not subject to any
deductions for Social Security benefits or other offset amounts.
PENSION PLAN TABLE
ESTIMATED ANNUAL PENSION FOR REPRESENTATIVE
YEARS OF CREDITED SERVICE
-------------------------------------------
FINAL AVERAGE
COMPENSATION 5 10 15 20 OR MORE
- ------------ ------- ------- ------- ----------
$100,000 $12,500 $25,000 $37,500 $50,000
200,000 25,000 50,000 75,000 100,000
300,000 37,500 75,000 112,500 150,000
400,000 50,000 100,000 150,000 200,000
500,000 62,500 125,000 187,500 250,000
600,000 75,000 150,000 225,000 300,000
700,000 87,500 175,000 262,500 350,000
800,000 100,000 200,000 300,000 400,000
The Salaried Employees Pension Plan is a non-contributory defined benefit
plan which provides a life annuity to all eligible salaried employees upon
reaching normal retirement age. The pension benefit is based upon years of
employment and average annual compensation (i.e., salary and bonuses but not
deferred compensation) for the three highest consecutive years during the last
ten years of employment. Benefits under the plan become vested after five
years.
The Corporation also maintains a Selected Executive Retirement Plan which
supplements the benefits received under the Salaried Employees Pension Plan for
certain designated employees. Under the Selected Plan, vested participants
reaching the age of 57 become entitled to a life annuity which, when added to
benefits received under the Salaried Plan, equals 2 1/2% of the final average
compensation times the number of years of service up to a maximum of 20 years.
Benefits under the Selected Executive Retirement Plan become vested after 15
years of service. No participant in the Selected Plan is entitled to any
retirement benefits unless and until he/she has been a participant in the
Selected Plan for 5 years on his/her retirement date. Maximum benefits under
the Salaried and Selected Plans are realized after 20 years of service.
4
<PAGE>
As of February 1, 1994, the following individuals have the years of credited
service indicated: Bruno Bich -- 19, Raymond Winter -- 25, Al D'Addario -- 19,
Robert L. Macdonald -- 3 and James Palmer -- 20.
401(K) SAVINGS AND INVESTMENT PLAN
In 1992, the Corporation adopted a 401(k) Savings and Investment Plan (the
"Plan"). The Plan is a continuation of the BIC Corporation Employees Share
Purchase Plan which was adopted in 1978. All U.S. non-unionized employees who
have been employed by the Corporation for at least one year and who work 1,000
hours per year are eligible to participate in the Plan. The purpose of the Plan
is to provide employees of the Corporation, including officers, with a long-term
savings incentive. Under the Plan, the Corporation contributes $.50 for each
$1.00 paid in by a participating employee through payroll deduction, up to 6% of
an employee's before tax pay. All funds paid in are held in a related trust for
investment in several investment options, including shares of the Corporation's
Common Stock, chosen by the participating employee. Funds become distributable
upon termination of employment, retirement, total disability or death. Funds
contributed by the participating employee and earnings on said funds are 100%
vested. The Corporation's matching contributions are fully vested after 2 years
of service. There are certain restrictions on withdrawal from the Plan other
than described above. The Plan provides that each participant has the right to
direct the voting of the shares of the Corporation's Common Stock allocated to
the participant's account.
The Plan is administered by a Committee of two people appointed by the Board.
The Committee presently comprises Robert L. Macdonald, Vice President-Finance
and Treasurer and Ruth M. Brennan, Director of Human Resources. All expenses of
administering the Plan, including brokerage commissions and transfer taxes, are
borne by the Corporation. Fleet Bank is the trustee of the Trust created under
the Plan and holds, manages, invests and distributes all funds and property in
accordance with the terms and conditions of the Plan. No funds or property may
revert to the Corporation.
The Board of Directors may amend, suspend or terminate the Plan at any time
but not so as to adversely affect any right of any participant with respect to
contributions already made.
The Local 134 Employees Share Purchase Plan, adopted by the Corporation in
1988 for employees in the bargaining unit for which Local 134 United Rubber,
Cork, Linoleum and Plastic Workers of America acts as the bargaining
representative, remains in effect.
SEVERANCE PAY PLAN
The Corporation's Severance Pay Plan covering all salaried employees was
discontinued as of December 31, 1993. Any future severance payments made by the
Corporation to its salaried employees shall be solely at the discretion of the
Corporation.
The Collective Bargaining Agreement, dated January 31, 1994, with Local 134
United Rubber, Cork, Linoleum and Plastic Workers of America, provides for the
payment of severance benefits to unionized employees who are on layoff for
longer than six months and who elect severance in lieu of recall rights.
Severance benefits are equal to one week of base wages for every two years of
seniority for the first ten years and one week of base wages for every one year
of seniority beyond ten years.
5
<PAGE>
CERTAIN TRANSACTIONS
Under the terms of an Agreement dated June 30, 1971, as amended, the
Corporation and Societe BIC, S.A. (which is engaged in substantially the same
business as the Corporation) are obligated to furnish each other information
with respect to technological improvements, whether patentable or otherwise, at
no cost to the recipient. This portion of the Agreement represents the
formalization of the arrangement which has prevailed between the parties since
the Corporation's formation. In addition, the Agreement provides that the
Corporation and Societe BIC, S.A. shall be entitled, but shall not be required,
to purchase machinery, equipment and products from each other at a price not
greater than 120%, and raw materials at a price not greater than 110%, of the
cost thereof. This Agreement was renewed in 1991 for an additional term of five
years.
Pursuant to the terms of the foregoing Agreement, the Corporation's purchases
from and sales to Societe BIC, S.A. and its affiliates during 1993, aggregated
approximately $42.2 million and $11.4 million, respectively.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In the absence of a compensation committee, the full Board of Directors is
responsible for setting the compensation of executive officers. Salary and
bonus recommendations are prepared by management and submitted to the full Board
for discussion and approval, executive officers who are members of the Board of
Directors having excused themselves from consideration of such matters. The
following report on executive compensation paid to the named executive officers
in 1993 has been submitted by the full Board.
The compensation package of executive officers of the Corporation, including
the Chief Executive Officer, is composed of two primary components, base annual
salary and annual performance-based bonus. The objectives of this compensation
package are to link executive compensation to overall performance of the
Corporation, with specific emphasis on increasing sales and profits and building
shareholder value, and to provide competitive compensation packages in order to
attract, motivate and retain valuable executives.
Base salaries for 1994 were determined in December of 1993 and performance-
based bonuses for 1993 were paid in December of 1993. Both reflect performance
in 1993. The Corporation considered factors such as performance of the
Corporation and personal performance as well as competitive data in determining
base salaries and performance-based bonuses for executive officers, including
the Chief Executive Officer, with particular weight being given to corporate and
personal performance. Competitive data was prepared by outside consultants and
is reflective of comparable positions in companies in similar industries and
similar in size to the Corporation. Based on this competitive data, the
Corporation aims to set compensation packages for its executives (base salary
and bonus) at approximately the 75th percentile.
1994 base salary increases averaged 3% for the Chief Executive Officer and
the named executive officers. This is consistent with the base salary
guidelines established for non-unionized employees of the Corporation. The
maximum performance-based bonus for 1993 for executive officers was set at 60%
of base salary. In 1993, the Chief Executive Officer earned a bonus of 50% of
base salary as compared to 52% for 1992.
6
<PAGE>
In determining salary increases and bonuses, the Board of Directors
considered the performance of each executive and his contribution to the
performance of the Corporation in 1993. In some cases, base salary increases
also reflect the addition of responsibilities to particular executive officers'
positions during the year. The corporate performance factors identified for
executive officers, including the Chief Executive Officer, were to build long
term shareholder value, increase net sales and improve profitability of the
Corporation's core product categories.
The Corporation reported a 12% increase in earnings in 1993, before the
effect of change in accounting principle, resulting in an increase in net income
per share to $1.90 compared with $1.70 per share in 1992. Each of the
Corporation's core product categories, Stationery Products, Lighters and
Shavers, reported growth in revenues, net profits and profit margins. Although
1993 financial results were favorable, due to competitive and economic
conditions, base salary increases for 1994 were modest and bonuses were at
levels similar to those in 1992.
The foregoing report has been furnished by MESSRS. ALEXIADES, ALLEN, B. BICH,
M. BICH, HELENIAK, TREUILLE AND WINTER.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has not established a compensation committee. Except
as noted below, all decisions regarding the compensation of executive officers
are determined by the Board of Directors acting as a whole. Messrs. Alexiades,
Allen, B. Bich, M. Bich, Heleniak, Treuille and Winter participated in
deliberations of the Board concerning annual performance-based bonuses for 1993
and salaries for 1994. Messrs. B. Bich and Winter are employees of the
Corporation and M. Bich is a director of the Corporation's parent, Societe BIC,
S.A. Mr. Alexiades was an employee of the Corporation until his retirement in
March 1993. In addition, Mr. Alexiades represents the Corporation in various
trade association matters for which he was compensated in 1993. The management
directors as a group excused themselves from the discussions regarding their
compensation which was determined by Messrs. Alexiades, Allen, Heleniak and
Treuille.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Common Shares of the Corporation for the last five years with the cumulative
total return on the Media General Composite Index and the Dow Jones Industry
Group Index (Household Products Non-durable) over the same period (assuming an
investment of $100 in the Corporation's Common Shares, the Media General
Composite Index and the Dow Jones Industry Group Index on January 3, 1989, and
reinvestment of all dividends).
7
<PAGE>
[GRAPH APPEARS HERE]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
Measurement period BROAD
(Fiscal year Covered) BIC CP PEER GROUP MARKET
- --------------------- --------- ---------- -------
<S> <C> <C> <C>
Measurement PT -
FYE 1988 $ 100 $ 100 $ 100
FYE 1989 $ 120.43 $ 144.69 $ 124.71
FYE 1990 $ 83.40 $ 163.35 $ 115.96
FYE 1991 $ 129.88 $ 187.68 $ 149.69
FYE 1992 $ 336.59 $ 214.79 $ 155.68
FYE 1993 $ 292.16 $ 233.01 $ 178.71
</TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of January 3, 1994,
concerning persons known by the Corporation to be the beneficial owners of more
than 5% of the outstanding Common Shares of the Corporation.
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ------------------- ---------- --------
Common Shares Bruno Bich 18,304,848/(1)/ 77.7%
$ 1.00 par value BIC Corporation
Milford, Connecticut
Marcel L. Bich 17,912,648/(2)/ 76.0%
8 Impasse des Cailloux
Clichy, France
Societe BIC, S.A. 14,829,836/(3)/ 62.9%
8 Impasse des Cailloux
Clichy, France
NOTES: (1) Includes:
(a) 14,829,836 shares which are subject to the Voting Trust Agreement
(the "Voting Trust"), dated February 5, 1991, owned by Societe BIC, S.A.;
8
<PAGE>
(b) 2,400,000 shares which are subject to the Voting Trust, owned
directly by Bruno Bich, or in trust for the benefit of Bruno Bich and his
family;
(c) 340,630 shares which are not subject to the Voting Trust, owned
directly by Bruno Bich;
(d) 51,570 shares which are not subject to the Voting Trust, held in the
name of Bruno Bich's minor children;
(e) 400,000 shares which are subject to the Voting Trust, owned directly
by Francois Bich, a son of Marcel L. Bich; and
(f) 282,812 shares which are subject to the Voting Trust, owned directly
by Marcel L. Bich.
With the exception of the 2,400,000 shares subject to the Voting Trust,
Bruno Bich's interest in all other shares subject to the Voting Trust
arises solely from his being voting trustee under the Voting Trust and he
disclaims any beneficial interest in such shares.
(2) Includes:
(a) 14,829,836 shares which are subject to the Voting Trust, owned by
Societe BIC, S.A.;
(b) 2,400,000 shares which are subject to the Voting Trust, owned
directly by Bruno Bich, or in trust for the benefit of Bruno Bich and his
family;
(c) 400,000 shares which are subject to the Voting Trust, owned directly
by Francois Bich, a son of Marcel L. Bich; and
(d) 282,812 shares which are subject to the Voting Trust, owned directly
by Marcel L. Bich.
With the exception of the 282,812 shares subject to the Voting Trust,
Marcel L. Bich's interest in all other shares subject to the Voting Trust
arises solely from his being voting trustee under the Voting Trust over
which he has sole voting authority only while in the United States.
(3) Shares held by Societe BIC, S.A. which are subject to the Voting
Trust.
MANAGEMENT
The following table sets forth certain information as of January 3, 1994,
with respect to the number of Common Shares of the Corporation owned by each
person to be nominated for election as a director (other than Messrs. Marcel L.
Bich and Bruno Bich, whose ownership of Common Shares is described above) and
all directors and officers as a group.
AMOUNT OF
NAME OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ---------------- --------- --------
Common Shares Alexander Alexiades 30,000 *
$ 1.00 par value Robert E. Allen 2,000 *
David W. Heleniak 1,000 *
Antoine G. Treuille 1,000 *
Raymond Winter 3,233 *
Robert L. Macdonald 1,959 *
Al D'Addario 1,574 *
James Palmer 2,028 *
Directors and Executive Officers as a group,
12 persons. 18,348,790 78.0%
*Each individual has stock holdings of less than 1%.
9
<PAGE>
FINANCIAL STATEMENTS AND AUDITORS
The Corporation's Consolidated Financial Statements for the 1993, 1992 and
1991 fiscal years reported upon by Deloitte & Touche are included in the Annual
Report of the Corporation, which is being sent to shareholders along with this
Proxy Statement. Such financial statements are not to be considered a part of
this Proxy Statement.
Deloitte & Touche, independent certified public accountants, have been
selected by management of the Corporation and approved by the Audit Committee of
the Board of Directors to serve as auditors for the 1994 fiscal year, as they
have since 1970. Representatives of Deloitte & Touche are expected to be
present at the Annual Meeting of Shareholders. They will have the opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.
OTHER MATTERS
Management of the Corporation is not aware of any matters to be presented for
action at the meeting other than those specifically set forth in the notice
thereof and does not intend to bring any other matters before the meeting.
However, if other matters should come before the meeting, it is intended that
the holders of the proxies or their substitutes will vote thereon in accordance
with their best judgment.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the Corporation's
Annual Meeting of Shareholders to be held in 1995 must be received by the
Corporation for inclusion in next year's proxy material on or before December
11, 1994. Furthermore, in order for the proposal to be included in the proxy
material, the shareholder must have complied with the applicable rules issued by
the Securities and Exchange Commission relating to proposals by security
holders.
EXPENSES
All expenses incurred in connection with this solicitation will be borne by
the Corporation. The Corporation may request banks and brokers to solicit their
customers who have a beneficial interest in the Corporation's stock registered
in the names of nominees and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses for such solicitations. In addition to the
use of the mails, solicitation may be made by employees of the Corporation by
telephone, telegraph, cable and personal interview, without additional
compensation for such services.
THOMAS M. KELLEHER,
Secretary
10
<PAGE>
BIC CORPORATION
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- APRIL 26, 1994
The undersigned hereby constitutes and appoints BRUNO BICH, ALEXANDER ALEXIADES
and RAYMOND WINTER, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote on behalf of the
undersigned all of the shares of BIC Corporation (the "Corporation"), which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Corporation, to be held at the Trumbull Marriott Merritt Parkway, 180 Hawley
Lane, Trumbull, Connecticut 06611, at 10 o'clock in the morning, Eastern
Daylight Time, on Tuesday, April 26, 1994, and all adjournments thereof, upon
the following matters:
- --------------------------------------------------------------------------------
(Continued, and to be signed and dated on the other side)
<PAGE>
If no specification is made, this Proxy will be voted for Proposal 1.
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS.
<S> <C> <C>
FOR all nominees WITHHOLD Alexander Alexiades, Robert E. Allen,
listed (except as AUTHORITY Bruno Bich, Marcel L. Bich, David W. Heleniak,
marked to the to vote for Antoine G. Treuille and Raymond Winter.
contrary.) all nominees
listed (INSTRUCTIONS: To withhold authority to vote
for any individual nominee, write that
[_] [_] nominee's name on the space provided below.)
______________________________________________
</TABLE>
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT
Dated:___________________________________________, 1994
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. Joint
tenants should both sign.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
<PAGE>
BIC CORPORATION LOCAL 134 EMPLOYEES SHARE PURCHASE PLAN
To: Harris Trust Company, as Trustee under the BIC
Corporation Local 134 Employees Share Purchase Plan.
In connection with the Annual Meeting of Shareholders of BIC Corporation
(the "Corporation") to be held on April 26, 1994, the undersigned hereby
instructs you with respect to voting, in person or by proxy, at such meeting,
and all adjournments thereof, all Common Shares of the Corporation in the
undersigned's account in the Plan in respect to which the undersigned is
entitled to give you voting instructions.
INSTRUCTIONS FOR ANNUAL MEETING OF SHAREHOLDERS
You are instructed to vote upon matters coming before the meeting and,
unless contrary direction is indicated, to vote the shares in connection with
the election of directors as indicated below.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) [_] listed below [_]
Alexander Alexiades, Robert E. Allen, Bruno Bich, Marcel L. Bich, David W.
Heleniak, Antoine G. Treuille and Raymond Winter. (INSTRUCTIONS: To withhold
authority to vote for any individual nominee, write that nominee's name on the
space provided below.)
________________________________________________________________________________
(Continued from other side)
<PAGE>
If no specification is made, this Proxy will be voted for Proposal 1.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT
Dated:___________________________________________, 1994
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. Joint tenants should both
sign.
<PAGE>
BIC CORPORATION 401(K) SAVINGS AND INVESTMENT PLAN
To: Fleet Bank, as Trustee under the BIC
Corporation 401(k) Savings and Investment Plan
In connection with the Annual Meeting of Shareholders of BIC Corporation
(the "Corporation") to be held on April 26, 1994, the undersigned hereby
instructs you with respect to voting, in person or by proxy, at such meeting,
and all adjournments thereof, all Common Shares of the Corporation in the
undersigned's account in the Plan in respect to which the undersigned is
entitled to give you voting instructions.
INSTRUCTIONS FOR ANNUAL MEETING OF SHAREHOLDERS
You are instructed to vote upon matters coming before the meeting and,
unless contrary direction is indicated, to vote the shares in connection with
the election of directors as indicated below.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) [_] listed below [_]
Alexander Alexiades, Robert E. Allen, Bruno Bich, Marcel L. Bich, David W.
Heleniak, Antoine G. Treuille and Raymond Winter. (INSTRUCTIONS: To withhold
authority to vote for any individual nominee, write that nominee's name on the
space provided below.)
________________________________________________________________________________
(Continued from other side)
<PAGE>
If no specification is made, this Proxy will be voted for Proposal 1.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT
Dated:___________________________________________, 1994
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. Joint tenants should both
sign.
