[LOGO OF BIC CORPORATION]
BIC Corporation
500 BIC Drive
Milford, Connecticut 06460
__________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 1995
__________________________
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 25, 1995, 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
15, 1995, AS THE RECORD DATE FOR THE DETERMINATION OF SHARE
HOLDERS 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 30, 1995
<PAGE>
[LOGO OF BIC CORPORATION]
BIC Corporation
500 BIC Drive
Milford, Connecticut 06460
Approximate Mailing Date:
March 30, 1995
__________________________
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 25, 1995, 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
15, 1995, will be entitled to vote. As of March 15, 1995, 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 six and in favor of the election of the six 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.
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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 1994 Annual
Meeting of Shareholders. Unless otherwise noted, employment is
with BIC Corporation.
-----------------------------------------------------------------------
Name Age Position
-----------------------------------------------------------------------
Bruno Bich 48 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.
Raymond Winter 54 President and Chief Operating Officer since
1992. Vice President-Sales & Marketing from
1985 to 1986 and 1991 to 1992. President of
BIC Inc. (Canada) from 1986 to 1994.
Director since 1992.
Alexander Alexiades 64 Vice President and Treasurer of the
Corporation from 1973 to March 1993.
Director since 1971.
Antoine G. Treuille 46 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 50 Managing Director with the consulting firm
of Redding Consultants, Inc. since 1982.
Director since 1992.
David W. Heleniak 49 Partner with the law firm of Shearman &
Sterling since 1981. Director since 1992.
No family relationships exist between any of the nominees named
above. Mr. Marcel L. Bich (deceased May 1994), father of Mr.
Bruno Bich, was elected to serve as a director for 1994. Mr.
Bruno Bich is related to four current 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 1994. 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
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COMPENSATION OF DIRECTORS. During 1994, two 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. Messrs. Alexiades,
Treuille, Allen and Heleniak were each paid $30,000 for services
on the Board during 1994. Mr. Alexiades also represented the
Corporation in various trade association matters in 1994 for
which he was compensated $20,000. In addition, Mr. Allen is
Managing Director for the consulting firm Redding Consultants,
Inc., which was paid $67,914 for marketing strategy assistance
performed for the Corporation.
MEETINGS OF THE BOARD. During 1994, four 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 did not participate in any of the 1994 Board
meetings, prior to his death in May 1994.
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
All
Name and Other
Principal Position Year Salary Bonus Compensation/(1)(2)(3)/
------------------ ---- ------ ----- -----------------------
BRUNO BICH 1994 $324,860 (4) $162,000 $25,489
Chairman and Chief 1993 472,685 236,000 27,018
Executive Officer 1992 449,375 232,000 6,784
RAYMOND WINTER 1994 305,100 144,925 14,746
President and Chief 1993 296,213 136,000 16,999
Operating Officer 1992 281,854 133,000 586,843
AL D'ADDARIO 1994 185,000 64,750 22,093
Vice President - 1993 165,666 57,000 10,910
Manufacturing 1992 147,328 52,000 2,231
ROBERT L. MACDONALD 1994 159,750 64,350 14,930
Vice President- 1993 141,275 58,000 14,525
Finance and
Treasurer (5)
JAMES PALMER 1994 158,600 51,000 20,920
Director, Sales and 1993 150,500 51,000 11,024
Marketing 1992 138,750 50,000 1,999
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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.
(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.
(3) For 1994, 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 $4,620; R. Winter $4,500; A. D'Addario
$4,467; R. Macdonald $4,500; J. Palmer $4,458; 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 $20,869; R. Winter $10,246; A. D'Addario
$17,626; R. Macdonald $10,430; J. Palmer $16,462.
(4) During 1994, Mr. Bich was required to devote a
significantly larger portion of his time to the operations
of Societe BIC, S.A than in previous years. Accordingly,
his base salary was reduced by approximately 33%.
(5) Mr. Macdonald's compensation for 1992 is not
reported because he was not an executive officer of the
Corporation at that time.
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 PENSIONS 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
4
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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.
As of February 1, 1995, the following individuals have the
years of credited service indicated: Bruno Bich -- 20, Raymond
Winter -- 26, Al D'Addario -- 20, Robert L. Macdonald --4 and
James Palmer -- 21.
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 at least
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 cents
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.
5
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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.
Effective June 1, 1994, employees of the Corporation who are
also members of Local 134 United Rubber, Cork, Linoleum and
Plastic Workers of America ("Local 134") became eligible to
participate in a separate 401(k) Savings and Investment Plan (the
"Union Plan"). Administration and implementation of the Union
Plan is similar to the Plan, except that the Union Plan does not
provide for contributions by the Corporation for participating
Local 134 BIC employees.
The Local 134 Employees Share Purchase Plan, adopted by the
Corporation in 1988 for employees in the bargaining unit for
which Local 134 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.
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 1994, aggregated approximately $41.1
million and $12.4 million, respectively.
6
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BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
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 1994 has
been submitted by the full Board.
COMPENSATION PHILOSOPHY
The objectives of the Corporation's compensation program 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.
COMPENSATION COMPONENTS
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.
Base salaries for 1994 were determined in December of 1993 and
performance-based bonuses for 1994 were determined in November
1994 and paid in December of 1994. Base salary adjustments
reflect performance in 1993. Bonuses reflect performance in
1994.
PERFORMANCE MEASURES
In determining salary increases and bonuses, the Board of
Directors considered the performance of each executive and his
contribution to the overall performance of the Corporation. In
some cases, base salary increases also reflect the addition of
responsibilities to particular executive officers' positions.
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. All
factors are weighted differently for various positions, depending
on the requirements of each position.
In addition to the above-noted factors, competitive data was
prepared by outside consultants and considered by the Board of
Directors in determining salary increases and bonuses. Said
competitive data is reflective of comparable positions in
companies in similar industries and similar in size to the
Corporation. Based on this competitive data, the Corporation
seeks to provide compensation packages for its executives (base
salary and bonus) at approximately the 75th percentile, for those
who have held their current positions for at least three years.
This goal was met in 1994.
7
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COMPANY PERFORMANCE
The Corporation reported a 15% increase in earnings in 1994,
before the effect of change in accounting principle, resulting in
an increase in net income per share to $2.19 compared with $1.90
per share in 1993. Each of the Corporation's core product
categories, stationery products, lighters and shavers, reported
growth in unit and dollar sales. Both stationery products and
shavers had strong increases in profits with expanded margins.
Lighter profits were flat, primarily as a result of production
disruptions and additional costs associated with the changeover
to enhanced child-resistant lighters.
FISCAL 1994 COMPENSATION
Although annual financial results were favorable, due to
competitive and economic conditions, base salary increases were
modest and bonuses were at levels similar to those in the
previous year.
The Chief Executive Officer was required to devote a
significantly larger portion of his time to the operations of
Societe BIC, S.A than in previous years. Accordingly, his base
salary was reduced by approximately 33%.
1994 base salary increases averaged 3% for the other named
executive officers. This is consistent with the base salary
guidelines established for non-unionized employees of the
Corporation. Said guidelines seek to match cost of living
increases and salary adjustments made by comparable local
companies. The maximum performance-based bonus for 1994 for
executive officers was in the range of 45% to 60% of base salary.
This range is the same as that set for the previous year. In
1994, the Chief Executive Officer earned a bonus of 50% of base
salary as compared to 50% for 1993.
The foregoing report has been furnished by:
ALEXANDER ALEXIADES DAVID W. HELENIAK
ROBERT E. ALLEN ANTOINE G. TREUILLE
BRUNO BICH RAYMOND 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,
Heleniak, Treuille and Winter participated in deliberations of
the Board concerning annual performance-based bonuses for 1994
and salaries for 1995. Messrs. B. Bich and Winter are employees
of the Corporation.
8
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION (CONTINUED)
Mr. Alexiades was an employee of the Corporation until his
retirement in March 1993. Mr. Alexiades represented the
Corporation in various trade association matters in 1994 for
which he was compensated a total of $20,000. In addition, Mr.
Allen is Managing Director for the consulting firm Redding
Consultants, Inc., which was paid $67,914 for marketing strategy
assistance performed for the Corporation. 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 graph below 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, the NYSE Market 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 December 30, 1989, and reinvestment of
all dividends).
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG BIC CORPORATION,
MEDIA GENERAL INDEX, NYSE MARKET INDEX(1) AND PEER GROUP INDEX(2)
[GRAPH APPEARS HERE]
Measurement Period BROAD
(Fiscal year Covered) BIC CORP PEER GROUP MARKET NYSE
--------------------- -------- ---------- ------ -----
Measurement PT -
FYE 1989 $ 100.00 $ 100.00 $ 100.00 $ 100.00
FYE 1990 69.25 112.68 92.98 95.92
FYE 1991 107.85 129.62 120.02 124.12
FYE 1992 279.49 148.22 124.83 129.96
FYE 1993 242.60 160.94 143.29 147.56
FYE 1994 237.18 175.42 142.10 144.69
-----------------------
(1) Graph modification and addition of the NYSE Market
Index have been made to incorporate the requirements of
Securities and Exchange Commission Release No. 34-
31327.
(2) The "Peer Group Index" is a Dow Jones Household Non-
Durable Products Industry Index. The names of the
companies included in such Index will be provided to
shareholders upon request.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of
February 14, 1995, 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 BIC Corporation
value Milford, Connecticut
Societe BIC, S.A. 14,829,836 (2) 62.9%
8 Impasse des Cailloux
Clichy, France
Notes: (1) Includes:
(a) 14,829,836 shares owned by Societe BIC, S.A. are
subject to the Voting Trust Agreement (the "Voting Trust"),
dated February 5, 1991;
(b) 2,400,000 shares which are subject to the Voting
Trust and an additional 267,480 shares not subject to the
Voting Trust, all of which are owned indirectly by Bruno
Bich, in trust for the benefit of Bruno Bich and his family;
(c) 2,020 shares which are not subject to the Voting
Trust, owned directly by Bruno Bich;
(d) 55,500 shares which are not subject to the Voting
Trust, held in the name of Bruno Bich's minor children;
(e) 67,200 shares which are owned indirectly by Bruno
Bich, in trust for the benefit of Bruno Bich's minor
children;
(f) 141,406 shares which are subject to the Voting
Trust, owned directly by Bruno Bich; and
(g) 541,406 shares which are subject to the Voting
Trust, owned directly by Francois Bich, a brother of Bruno
Bich.
With the exception of the 2,541,406 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) Shares held by Societe BIC, S.A. which are subject to
the Voting Trust.
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MANAGEMENT
The following table sets forth certain information as of
February 14, 1995, 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 Mr. Bruno Bich, whose ownership of
Common Shares is described above) and all directors and officers
as a group.
AMOUNT OF
NAME BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- ---------- --------
Common Shares Alexander Alexiades 30,000 *
$1.00 par Robert E. Allen 2,000 *
value David W. Heleniak 1,000 *
Antoine G. Treuille 1,200 *
Raymond Winter 5,176 *
Robert L. Macdonald 2,634 *
Al D'Addario 1,574 *
James K. Palmer 2,425 *
Directors and Executive Officers
as a group, 11 persons. 18,352,372 78.0%
*Each individual has stock holdings of less than 1%.
FINANCIAL STATEMENTS AND AUDITORS
The Corporation's Consolidated Financial Statements for the
1994, 1993 and 1992 fiscal years reported upon by Deloitte &
Touche LLP 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 to serve as
auditors for the 1995 fiscal year, as they have since 1970. This
selection will be submitted to the Audit Committee of the Board
of Directors for approval. 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.
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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 1996
must be received by the Corporation for inclusion in next year's
proxy material on or before December 11, 1995. 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
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BIC CORPORATION
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- APRIL 25, 1995
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 25, 1995, 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 No. 1.
1. To fix the number of the Board of Directors at six (6) and to elect
the Board of Directors for the ensuing year.
For all nominees WITHHOLD Alexander Alexiades, Robert E. Allen,
listed (except as AUTHORITY Bruno 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.)
________________________________________
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:___________________________________________, 1995
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. Joints 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
Instructions for Annual Meeting of Shareholders
This Proxy is Solicited on Behalf of the Management
To: Harris Trust Company, as Trustee under the BIC Corporation Local 134
Share Purchase Plan.
In connection with the Annual Meeting of Shareholders of BIC Corporation
(the "Corporation") to be held on April 25, 1995, 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 with respect to which the undersigned is
entitled to give you voting instructions.
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 on the reverse side.
(Continued from other side)
-----------------------------------------------------------------------------
<PAGE>
If no specification is made, this Proxy will be voted for Proposal No. 1.
1. To fix the number of the Board of Directors at six (6) and to elect
the Board of Directors for the ensuing year.
For all nominees WITHHOLD Alexander Alexiades, Robert E. Allen,
listed (except as AUTHORITY Bruno 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.)
________________________________________
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:___________________________________________, 1995
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. Joints tenants should
both sign.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING
EQUIPMENT WILL RECORD YOUR VOTES"
<PAGE>
BIC CORPORATION 401(k) SAVINGS AND INVESTMENT PLAN
Instructions for Annual Meeting of Shareholders
This Proxy is solicited on Behalf of the Management
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 25, 1995, 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 with respect to which the undersigned is
entitled to give you voting instructions.
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 on the reverse side.
(Continued from other side)
-----------------------------------------------------------------------------
<PAGE>
If no specification is made, this Proxy will be voted for Proposal No. 1.
1. To fix the number of the Board of Directors at six (6) and to elect
the Board of Directors for the ensuing year.
For all nominees WITHHOLD Alexander Alexiades, Robert E. Allen,
listed (except as AUTHORITY Bruno 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.)
________________________________________
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:___________________________________________, 1995
_______________________________________________________
(Signature of Shareholder)
Please sign as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. Joints tenants should
both sign.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING
EQUIPMENT WILL RECORD YOUR VOTES"
<PAGE>
