SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended
Filed by the Registrant [x]
Filed by the Party other than the Registrant[]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BUSINESS RECORDS CORPORATION HOLDING COMPANY
(Name of Registrant as Specified In Its Charter)
BUSINESS RECORDS CORPORATION HOLDING COMPANY
(Name of Persons) 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(i)(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
computed pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
* Set forth amount on which the filing 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:
<PAGE>
April 10, 1995
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of Business Records Corporation Holding Company to be
held in the Presidente room of the Stouffer Renaissance Hotel, 2222
Stemmons Freeway, Dallas, Texas 75207 on May 17,1995, at 9:00 a.m.
It is important that your shares be represented at the meeting
whether or not you personally attend, and I urge you to sign, date and
return the enclosed proxy at your earliest convenience.
Yours very truly,
Perry E. Esping
Chairman and Chief Executive Officer
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
1111 W. Mockingbird Lane, Suite 1400
Dallas, Texas 75247
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 17, 1995
To the Stockholders of
Business Records Corporation Holding Company:
Business Records Corporation Holding Company, a Delaware
corporation, will hold its annual meeting of stockholders in the
Presidente room of the Stouffer Renaissance Hotel, 2222 Stemmons
Freeway, Dallas, Texas 75207, on May 17, 1995, at 9:00 a.m., Dallas
time, for the following purposes:
(a) To elect five directors to serve until the next annual
meeting of stockholders or until their respective successors are
elected and qualified;
(b) To approve an amendment to the 1993 Stock Option Plan of
Business Records Corporation Holding Company to increase the number
of shares of the Company's Common Stock which may be reserved for
issuance under such plan; and
(c) To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 23,
1995 are entitled to notice of, and to vote at, the annual meeting or
any adjournment thereof.
Whether or not you expect to be present at the annual meeting,
please date and sign the enclosed proxy and return it promptly in the
enclosed envelope. You may revoke any previously delivered proxy by
signing and dating a new proxy, submitting a notice of revocation, or
by voting in person. No postage is required if the proxy is mailed in
the United States. Prompt response by our stockholders will reduce
the time and expense of solicitation.
By Order of the Board of Directors,
Perry E. Esping
Chairman and Chief Executive Officer
Dallas, Texas
April 10, 1995
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
1111 W. Mockingbird Lane, Suite 1400
Dallas, Texas 75247
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 17, 1995
Business Records Corporation Holding Company, a Delaware
corporation (the "Company"), is furnishing this proxy statement to its
stockholders in connection with the solicitation of proxies by the
Board of Directors of the Company (the "Board of Directors") for use
at the annual meeting of stockholders (the "Annual Meeting") to be
held in the Presidente room of the Stouffer Renaissance Hotel, 2222
Stemmons Freeway, Dallas, Texas 75207, at 9:00 a.m., Dallas time, on
May 17, 1995, or any adjournment thereof. Shares can be voted at the
Annual Meeting only if the record holder thereof is represented by
proxy or is present. All shares represented by a proxy in the form
enclosed and properly executed and returned to the Company before the
Annual Meeting will be voted in accordance with any specification made
on such proxy. Any stockholder giving a proxy has the power to revoke
it at any time before it is exercised by executing a superseding
proxy, by submitting a notice of revocation to the Company or by
attending the Annual Meeting and voting in person. However, no such
notice of revocation or later dated proxy will be effective unless and
until received by the Company at or prior to the annual meeting. The
approximate date on which this proxy statement and the enclosed proxy
are first being sent to stockholders is April 10, 1995.
The enclosed Annual Report of the Company for the year ended
December 31, 1994 is not part of the proxy solicitation material.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to vote at the Annual
Meeting is March 23, 1995. At the close of business on that date, the
Company had issued and outstanding and entitled to vote 6,083,538
shares of Common Stock, par value $0.10 per share ("Common Stock").
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority
of the outstanding shares of Common Stock is necessary to constitute a
quorum at the Annual Meeting. In deciding all questions, a holder of
Common Stock is entitled to one vote, in person or by proxy, for each
share held in his name on the record date. The holders of the Common
Stock have no cumulative voting rights. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. Abstentions are counted
in tabulations of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder otherwise specifies
in the proxy, will be voted (i) for the election as directors of the
Company of the five persons named under the caption "ELECTION OF
DIRECTORS," (ii) "FOR" the amendment to the Company's 1993 Stock
Option Plan, and (iii) at the discretion of the proxy holders, on any
other matter that may properly come before the Annual Meeting or any
adjournment thereof. The Board of Directors does not know of any such
other matter or business.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the only
persons known to the Company to be the beneficial owners of 5% or more
of Common Stock or other voting stock of the Company at March 23,
1995:
<TABLE>
<CAPTION>
Name and Address of Number of Percent
Beneficial Owner Shares(1) Nature of Beneficial Ownership of Class
<S> <C> <C> <C>
Perry E. Esping 1,336,973(2) Sole voting and investment power 21.6%
4330 Bordeaux
Dallas, TX 75205
First Pacific Advisors, Inc. 532,000(3) Shared investment power 8.7%
11400 West Olympic Blvd.
Suite 1200
Los Angeles, CA 90064
Alex Sheshunoff 369,300(4) Sole voting and investment power 6.1%
Gabrielle Sheshunoff 35,100(4) Sole voting and investment power 0.6%
505 Barton Springs Road
Suite 1100
Austin, TX 78704
Wanger Asset 359,000(5) Shared voting and investment power 5.9%
Management, L.P.
Wanger Asset Mgmt, Ltd.
227 West Monroe, Suite 3000
Chicago, IL 60606
Wallace R. Weitz & Co. 356,800(6) Sole voting and investment power 5.9%
9290 West Dodge Road
Suite 405
Omaha, NE 68114
GHS Management, Inc. 340,300(7) Sole voting and investment power 5.6%
G. Houston Hall 5,000(8) Sole voting and investment power 0.1%
James C. Smith 7,000(9) Sole voting and investment power 0.1%
8235 Douglas Avenue, Suite 420
Dallas, TX 75225
Dimensional Fund Advisors, Inc. 325,400(10) Sole investment power 5.3%
1299 Ocean Avenue
Suite 650
Santa Monica, CA 90401
Michael B. Liddy 318,700(11) Shared voting and investment power 5.2%
Deana F. Liddy
9820 Sprint Street
Omaha, NE 68124
____________________
<PAGE>
<FN>
(1) All are shares of Common Stock.
(2) According to information provided by Mr. Esping and
contained in a statement on Schedule 13D dated March 28, 1988, as amended
through Amendment No. 8 dated June 1, 1994, and Form 4 dated February
13, 1995, filed with the Securities and Exchange Commission. Mr.
Esping holds 1,240,449 shares of Common Stock directly. The figure
presented in the table also includes 95,238 shares of Common Stock
which are issuable, under certain circumstances, in exchange for the
Company's $1,333,333 10% convertible exchangeable notes due April 15,
1998 held by Mr. Esping (the "Notes") at an initial issue price per
share of $14.00. See "MANAGEMENT COMPENSATION -- Certain
Transactions". Mr. Esping is also deemed to be the beneficial owner
of 1,286 shares of Common Stock in the Company 401(k) plan and such
shares are included in the figure noted in the table. Additionally,
Mr. Esping has a right of first refusal to purchase shares of Common
Stock issued to and still held by the participants of the Management
Equity Participation Plans under the Company Purchase Plan (the
"Purchase Plan Shares"). Generally, such right of first refusal gives
Mr. Esping, in the event a participant desires to sell all or part of
the Purchase Plan Shares held by him, the option to purchase such
Purchase Plan Shares. By reason of Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934 (the "Exchange Act"), Mr. Esping may
be deemed to be the beneficial owner of 3,000 Purchase Plan Shares
held by such participants (which are excluded from the figures above
and for which Mr. Esping disclaims beneficial ownership), although he
does not have any voting or investment power with regard thereto.
Effective January 3, 1995, Mr. Esping subscribed for units of limited
partnership interest (constituting 1.7% of the then outstanding units)
in Falcon Fund, Ltd., a previously existing Texas limited partnership
which is managed by GHS Management, Inc. GHS Management, Inc. is also
a principal stockholder and is discussed in Notes (7), (8) and (9)
below. As a limited partner in such partnership, Mr. Esping has no
right to control the partnership, direct the voting or disposition of
its securities or receive a distribution of such securities. Mr.
Esping disclaims any beneficial interest or direct or indirect
pecuniary interest in the Common Stock held of record or beneficially
by Falcon Fund, Ltd.
(3) Based upon information contained in the statement on Schedule
13G dated February 11, 1993 as amended through Amendment No. 2 dated
January 26, 1995 filed with the Securities and Exchange Commission by
First Pacific Advisors, Inc. First Pacific Advisors, Inc. claims that
it has voting power (in the form of shared voting power) over only
522,000 of such shares.
(4) Based upon information contained in a statement on Schedule
13D dated May 15, 1989, as amended through Amendment No. 5 dated
January 10, 1994, filed with the Securities and Exchange Commission by
Alex Sheshunoff and Gabrielle Sheshunoff.
<PAGE>
(5) Based upon information contained on Schedule 13G dated
February 15, 1993 as amended through Amendment No. 2 dated February 8,
1995 filed with the Securities and Exchange Commission by Wanger Asset
Management, L.P. ("WAM"), for itself, Wanger Asset Management, LTD.,
and Ralph Wanger. WAM is an investment Company registered under the
Investment Company act of 1940. WAM serves as investment adviser to
Acorn Investment Trust, Series Designated Acorn Fund (the "Trust").
Various of WAM's limited partners and employees are also officers and
trustees of the Trust. 258,000 shares beneficially owned by the Trust
are included as shares over which WAM has shared dispositive power.
(6) Based upon information contained in a statement on Schedule
13G dated January 19, 1995, filed with the Securities and Exchange
Commission by Wallace R. Weitz & Co.
(7) Based upon information provided in a statement on Schedule 13D
dated February 25, 1994 as amended through Amendment No.1. dated
October 26, 1994 filed with the Securities and Exchange Commission by
GHS Management, Inc., James C. Smith and G. Houston Hall (the "GHS
Schedule 13D") with respect to shares held of record by GHS Partners
LDC. and Falcon Fund, Ltd. According to the GHS Schedule 13D, GHS
Management, Inc. has sole voting and dispositive power with respect to
shares of Common Stock held by GHS Partners LDC. and Falcon Fund, Ltd.
(see Notes (8) and (9) below)
(8) According to the GHS Schedule 13D, Mr. G. Houston Hall has sole
voting and sole dispositive power with respect to these shares and
shared voting and dispositive power with respect to the shares listed
in Note (7) above.
(9) According to the GHS Schedule 13D, Mr. James C. Smith has sole
voting and sole dispositive power with respect to these shares and
shared voting and dispositive power with respect to the shares listed
in Note (7) above.
(10) Based upon information contained in a statement on Schedule
13G dated February 10, 1989, as amended through Amendment No. 3 dated
January 30, 1995, filed with the Securities and Exchange Commission by
Dimensional Fund Advisors, Inc.,("DFAI"). DFAI, a registered
investment advisor, is deemed to have beneficial ownership of 325,400
shares of Common Stock as of December 31, 1994, all of which shares
are held in portfolios of DFA Investment Dimensions Group, Inc., a
registered open-end investment company (the "Fund"), or in series of
the DFA Investment Trust Company, a Delaware business trust (the
"Trust"), or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
DFAI serves as investment manager. Persons who are officers of DFAI
also serve as officers of the Fund and the Trust, each of which is an
open-end management investment company registered under the Investment
Company Act of 1940. In their capacities as officers of the Fund and
the Trust, these persons vote 107,400 shares which are owned by the
Fund and 3,500 shares which are owned by the Trust. DFAI disclaims
voting power with respect to such shares but claims sole voting power
with respect to the remaining 214,500 shares beneficially owned by it.
(11) Based upon information provided in a statement on Schedule 13D
dated January 24, 1994, filed with the Securities and Exchange
Commission by Michael B. Liddy and Deana F. Liddy. Includes 18,000
shares of common stock owned by their children.
</TABLE>
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to hold office
until the next annual meeting of stockholders or until their
respective successors have been duly elected and qualified. Pursuant
to authority provided in the Company's By-Laws, the Board of Directors
has fixed at five the number of directors which constitute the whole
Board of Directors. The affirmative vote of a plurality of the votes
cast by stockholders, whether present in person or by proxy, entitled
to vote at the Annual Meeting, a quorum being present, is required to
elect each director. It is intended that the shares represented by
the proxies will be voted for the election of the persons listed below
except where authority to so vote is withheld. Should any nominee
become unable or unwilling to accept nomination or election, the proxy
holders may vote the proxies for any substitute nominee recommended by
the Board of Directors. Each nominee has expressed to the Board of
Directors his intention to serve the entire term for which he is
elected.
The following table lists the persons nominated for election as
directors and the named executive officers in the Summary Compensation
Table below and provides information regarding their beneficial
ownership of the Common Stock of the Company at March 23, 1995.
<TABLE>
<CAPTION>
Name of Number of Nature of Percent of
Beneficial Owner Shares Beneficial Ownership Voting Class
<S> <C> <C> <C>
Perry E. Esping 1,336,973(1) Sole voting and investment power 21.6%
L.D. Brinkman 25,000(2) Sole voting and investment power 0.4%
Robert E. Masterson 0 ---
David H. Monnich 0 ---
Paul T. Stoffel 196,918 Sole voting and investment power 3.2%
Joseph A. Gattuso 2,500(3) Sole voting and investment power ---
Daniel J. Brennan 60,127(4) Sole voting and investment power 1.0%
Bernard J. Owens 53,127(5) Sole voting and investment power 0.9%
Thomas E. Kiraly 49,392(6) Sole voting and investment power 0.8%
All directors and
officers as a group
(9 persons) 1,724,037(7) Sole voting and investment power 27.3%
_____________________
<FN>
(1) See Note (2) under the caption Principal Stockholders.
(2) Represented by presently exercisable stock options granted pursuant
to the Director Stock Option Plan.
<PAGE>
(3) Represented by stock options which are presently exercisable.
(4) Represented by 35,000 stock options which are presently exercisable,
and 25,000 stock options which will become exercisable within 60
days of the record date, and 127 shares which are held on
Mr. Brennan's behalf by the Company 401(k) Plan.
(5) Represented by 35,000 shares of common stock for which Mr. Owens is
the record holder, 5,000 stock options which presently exercisable,
12,333 stock options which will become exercisable within 60 days
of the record date, and 794 shares which are held on Mr. Owens'
behalf by the Company 401(k) plan.
(6) Represented by 19,627 shares of common stock for which Mr. Kiraly
is the record holder, 18,000 stock options which are presently
exercisable, 11,666 stock options which will become exercisable
within 60 days of the record date, and 99 shares which are held on
Mr. Kiraly's behalf by the Company 401(k) plan.
(7) Includes 134,499 shares subject to employee stock options that are
presently exercisable, or will become exercisable within sixty days
of the record date and the 95,238 shares described in under the
caption Principal Stockholders.
</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of the business experience and current
directorships of each nominee for director and each executive officer
of the Company is provided below. Directors hold office until the
next annual meeting of stockholders or until their respective
successors have been duly elected and qualified. Executive officers
are elected by the Board of Directors at its annual meeting and hold
office until its next annual meeting or until their successors have
been duly elected and qualified.
Directors
Perry E. Esping
Mr. Esping, age 60, has been a director of the Company since April
1988. He serves on the Compensation Committee of the Board of
Directors and served as a member of the Nominating Committee. Mr. Esping
has been Chairman and Chief Executive Officer of the Company since
March 15, 1994. Prior to such date, Mr. Esping served as President and
Chief Executive Officer of the Company and held such positions since
May 27, 1988. He was Chairman of the Board and Chief Executive Officer of
First Data Resources, Inc., a subsidiary of American Express engaged in
providing data processing services, since before 1983 and until November 1987.
He is also a director of Brite Voice Systems, Inc.
L. D. Brinkman
Mr. Brinkman, age 66, has been a director of the Company since
January 1989. Mr. Brinkman serves on the Compensation Committee the Board of
Directors. He has been Chairman of the Board, Chief Executive Officer and
President of LDB Corporation since 1970.
Robert E. Masterson
Mr. Masterson, age 49, has been nominated for a position on the Board of
Directors by the Nominating Committee. Mr. Masterson is Chairman and Chief
Executive Officer of Service Data Corporation and has served in such capacity
since 1991. From 1986 to 1991, Mr. Masterson was owner and President of
Masterson Properties, a real estate and investment company. He served as a
division President with American Express Company in the travel, corporate card
and information services divisions from 1984 to 1986. Prior to that time,
Mr. Masterson was an officer of First Data Resources, Inc.
David H. Monnich
Mr. Monnich, age 63, has been a director of the Company since
January 1989, serves on the Audit Committee and is Chairman of the Compensation
Committee of the Board of Directors and served as a member of the Nominating
Committee. Mr. Monnich has been President and Chief Executive Officer of DHM
Corp., a private holding company, since before 1984.
<PAGE>
Paul T. Stoffel
Mr. Stoffel, age 61, has been a director of the Company since March 1989
and is Chairman of the Audit Committee of the Board of Directors and served as
a member of the Nominating Committee. Mr. Stoffel was Managing Director of
Paine Webber, Inc., an investment banking company, from 1979 through 1985.
Mr. Stoffel is Chairman of Paul Stoffel Capital Corporation which engages in
various private investments. He is also a director of Centex Corp which is
engaged in the residential construction and development industry.
Executive Officers
Daniel J. Brennan
Mr. Brennan, age 48, has been President of Business Records
Corporation, a Delaware corporation and wholly-owned subsidiary of the
Company ("Business Records"), since June 1992. Previously, he was
President of Business Record's Midwestern and Western Regional
Divisions from January 1989 to May 1992. He was President of its
Information Systems Division from March 1986 until January 1989.
John E. Gates
Mr. Gates, age 55, joined the Company in October, 1994 as Executive
Vice President. Mr. Gates previously was President of ACS Commercial
Services, Inc., an affiliate of ACS Investors, Inc., an information
processing services Company.
Jerrold L. Morrison
Mr. Morrison, age 40, has been Executive Vice President of the
company since February 1, 1995. Previously he spent seven years as a
corporate executive officer of Newtrend, Inc., a financial products
and services company in Orlando, Florida. Mr. Morrison served as
President of the client server division the last two years.
Bernard J. Owens
Mr. Owens, age 48, has been Executive Vice President of the Company
since June 1992. He was President of the Eastern Region from May 1989
to June 1992. He was Vice President of its Northeast Region prior to
1984 through May 1989.
Thomas E. Kiraly
Mr. Kiraly, age 35, has been Chief Financial Officer since March
1994. Prior to that time, he served as Vice President of Finance
since January 1989. He formerly was a Senior Management Consultant
with Touche Ross & Co., a predecessor to Deloitte & Touche, a national
accounting firm, from 1985 until 1989.
<PAGE>
Ned J. Simpson
Mr. Simpson, age 45, was appointed President of CMSI, Inc., a
wholly-owned subsidiary of the Company in November 1994. From January
1993 to his CMSI appointment, he was a principal in a consulting and
services company, Transition Partners NJSA, Inc. Prior to that time
he was Director, Information Services Division, Blue Cross and Blue
Shield of Maryland from October 1989 to December 1992.
<PAGE>
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years
to the Company's Chief Executive Officer and each of the Company's
four most highly compensated executive officers, based on salary,
bonuses, and other compensation earned during fiscal 1994.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Awards Payouts
Annual Compensation
Other Restricted Securties All Other
Name and Annual Stock Underlying LTIP Compensation
Principal Salary Bonus(A) Compenation(F) Award(s) Options/SARs Payouts(H) (G)
Position(C)(a) Year(b) ($)(c) ($)(d) ($)(e) (I)($)(f) (#)(g) ($)(h) ($)(i)
<S> <C> <C> <C> <C> <C> <C> <C>
Esping, P.E. 1994 280,000 8,224,379 3,234
Chairman and 1993 280,000 100,000 2,518
CEO 1992 316,326 1,346,936 1,833
Gattuso, Joseph(B) 1994 204,623 226,863
President 1993 125,000 265,000 180,000
1992
Brennan, Daniel 1994 200,000 87,500 1,298,750 75,000 45,622 1,050
President, Business 1993 200,000 87,500 308,750
Records Corporation 1992 170,792 50,000(D) 346,500
Owens, Bernard 1994 200,000 1,183,000 37,000 45,622 2,573
Executive Vice 1993 199,231 1,330,000 1,131
President 1992 152,165 50,000(E) 310,000
Kiraly, Thomas 1994 125,000 35,000 506,000 35,000 45,622 2,685
Chief Financial 1993 105,000 30,000 620,000 662
Officer 1992 103,577 162,500
<FN>
(A) Unless otherwise noted, reflects bonus earned during the fiscal year
but paid during the next year.
(B) Mr. Gattuso resigned his position as an officer of the Company and
member of the Board of Directors on December 5, 1994, and resigned as an
employee of the Company effective January 2, 1995.
(C) Mr. Gates initiated employment with the Company on October 17, 1994,
Mr. Simpson initiated employment on October 24, 1994 and Mr. Morrison
initiated employment with the Company on February 1, 1995. Due to the timing
of their employment with the Company, these individuals have not been
included in the Summary Compensation Table. However, as of the record date,
Mr. Gates receives an annualized salary of $200,000, Mr. Simpson receives an
annualized salary of $150,000 and Mr. Morrison receives an annualized salary
of $180,000.
(D) Bonus awarded and paid in June 1993 for performance during 1992.
(E) Bonus was earned and paid during 1992.
(F) Reflects compensation recognized due to the exercise of employee stock
options.
<PAGE>
(G) With the exception of Mr. Gattuso, amounts represent Company
contributions to the Company's 401(k) Plan on the behalf of the listed
individuals. In the case of Mr. Gattuso, $225,000 of the total amount
represents a separation payment made on January 2, 1995. The remaining
$1,863 reflected as other compensation to Mr. Gattuso represents Company
contributions to the Company's 401(k) Plan on Mr. Gattuso's behalf.
(H) Reflects payments made in April 1994 associated with the Company's 1990
Key Contributor Plan.
(I) In 1989, certain participants under the Company's equity participation
plans were granted rights to purchase up to an aggregate of $500,000 shares
of Common Stock made available from the Company's treasury or other
authorized but unissued Common Stock at a purchase price of $10.00 per share.
For each share of Common Stock purchased by the participant, the Company
granted to such participant the right to purchase an additioal one-half share
of Common Stock at a purchase price of $.10 per share ("Bonus Shares").
Participants vested in Bonus Shares over a three year period. The following
table provides information related to the original number of shares of
Common Stock purchased by each participant and the value of any remaining
shares held by the participant at the fiscal year end for 1992, 1993 and
1994:
</TABLE>
<TABLE>
<CAPTION>
Original Value at FY-End($)(1)
Shares
Name Purchased 1992 1993 1994
<S> <C> <C> <C> <C>
Esping, P. E. 290,000 4,008,500 7,669,750 7,633,500
Brennan, Daniel 15,000(2) --- --- ---
Owens, Bernard 15,000(2) --- --- ---
Kiraly, Thomas 15,000(3) 178,500 330,000 328,500
<FN>
(1) Value is calculated on any remaining share of Common Stock held at fiscal
year end and is calculated based on the difference between the purchase price
and the closing market price of Common Stock as reported by the NASDAQ
National Market System on December 31 of each fiscal year end.
(2) Sold all 15,000 shares of Common Stock during 1992.
(3) Sold 3,000 shares of Common Stock during 1991.
</TABLE>
<PAGE>
Option Grants During 1994 Fiscal Year
The following table sets forth information concerning the grant of
stock options and stock appreciation rights during the fiscal year ended
December 31, 1994 to the named executives:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term
Number of Percent of
Securities Total
Underlying Options/SAR's Exercise
Options/SARs Granted to or Base
Granted Employees in Price Expiration 5% 10%
Name(a) (#)(b) Fiscal Year(c) ($/Sh)(d) Date(e) ($)(f) ($)(g)
<S> <C> <C> <C> <C> <C> <C>
Esping, P.E. --- --- --- --- --- ---
Gattuso, Joseph --- --- --- --- --- ---
Brennan, Daniel 75,000 17% $33.25 April 20, 2004 1,568,306 3,974,395
Owens, Bernard 37,000 8% $33.25 April 20, 2004 773,698 1,960,702
Kiraly, Thomas 35,000 8% $33.25 April 20, 2004 731,876 1,854,718
</TABLE>
Due to the timing of their hiring, options granted to Mr. Gates, Mr. Simpson,
and Mr. Morrison have not been included in the above table. However, on
December 14, 1994, Mr. Gates was granted 100,000 employee stock options and
Mr. Simpson was granted 50,000 employee stock options each at an exercise
price of $32.25. On February 15, 1995 Mr. Morrison was granted 75,000
employee stock options at an exercise price of $34.75 per share. Options
granted to these individuals vest over three years and expire ten years after
the date of grant.
<PAGE>
Option Exercises During 1994 Fiscal Year and Fiscal Year End Option Values
The following table provides information related to options and warrants
exercised by the named executive officers during the 1994 fiscal year and the
number and value of options held at fiscal year end. The Company does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised
on Value Options/SAR's at Fiscal In-The-Money Options/SARs
Exercise Realized (1) Year-End (#)(d) at Fiscal Year-End (2)($)(e)
Name(a) (#)(b) ($)(c) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Esping, P.E. 369,635 8,224,379 --- --- --- ---
Gattuso, Joseph --- --- 60,000 --- 645,000 ---
Brennan, Daniel 61,000 1,298,750 35,000 75,000 446,250 ---
Owens, Bernard 60,000 1,183,000 5,000 37,000 78,750 ---
Kiraly, Thomas 22,000 506,000 18,000 35,000 378,000 ---
<FN>
(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise
relates.
(2) The closing price for the Company's Common Stock as reported by the
NASDAQ National Market System on December 31, 1994 was $33.25. Value
is calculated on the basis of the difference between the option expercise
price and $33.25 multiplied by the number of shares of Common Stock
underlying the option.
</TABLE>
Long-Term Incentive Plan Awards During 1994 Fiscal Year
The following table sets forth information concerning the award of
compensation under the Company's Key Contributor Plan to the named executives
during this fiscal year ended December 31, 1994. Such awards may be deemed
to be long-term incentive compensation:
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Performance or Estimated Future Payouts Under Non-Stock
Shares Other Period Price-Based Plans
Units or Until Threshold Target Maximum
Other Rights Maturation ($ or #) ($ or #) ($ or #)
Name(a) (#)(b) or Payment(c) (d)(1) (e) (f)
<S> <C> <C> <C> <C> <C>
Esping, P.E. --- --- --- --- ---
Gattuso, Joseph --- --- --- --- ---
Brennan, Daniel --- --- $45,622 --- ---
Owens, Bernard --- --- $45,622 --- ---
Kiraly, Thomas --- --- $45,622 --- ---
<FN>
(1) All of such awards were one time grants under the Company's Key
Contributor Plan which was adopted in 1990. The Key Contributor Plan was
designed to develop a special bonus pool as an incentive for key management
employees to cause the Company to achieve superior pre-tax earnings
performance. The Key Contributor Plan provided that if the Company achieved
exceptional profit performance, key employees as a group would be awarded
bonus compensation based on the degree to which actual profits of the
Company exceeded pre-determined performance objectives during fiscal years
1991 through 1993. Under the Plan, bonus compensation would not vest and
would not be determinable as to any executive until 1994 and the amount of
bonus compensation would be based upon the Company maintaining superior
profit performance during the term of the Plan. Participation in the Key
Contributor Plan was limited to those employees demonstrating a direct
contribution to the superior growth and profit performance of the Company.
Admittance to the Key Contributor Plan was based upon the unanimous vote of
the Key Contributor Plan Committee and approval for admittance by the
Compensation Committee. In March 1992, the Company determined to discontinue
any contributions to, or withdrawals from, the Key Contributor Plan. The
Company also determined not to admit any additional participants to the Key
Contributor Plan but did not otherwise alter the vesting and distribution
provisions of the plan. Payment of bonus compensation was made on April 1,
1994.
</TABLE>
Compensation of Directors
Each director who is not an officer of the Company or a subsidiary
receives an annual fee of $8,000 plus $500 for each Board of Directors or
Committee meeting attended. In addition, Committee chairman who are not
officers of the Company or a subsidiary receive an annual fee of $1,000.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Company has strived to structure its executive compensation programs
in a manner designed to attract and retain a talented and capable management
team, and to provide appropriate compensation based on the team's achievement
of financial performance objectives. During 1994, the Compensation Committee
held primary responsibility for determining the compensation of the Company's
Chief Executive Officer (the "Chief Executive"), and for approving the
determinations of compensation paid to other officers and senior executives
proposed by the Chief Executive. In determining compensation for the Chief
Executive, Mr. Perry E. Esping abstained from all discussions.
Compensation is normally paid to the Chief Executive in the form of
base compensation, bonus compensation and the granting of options to buy
shares of the Company's common stock at then prevailing market prices. Each
year the Board of Directors of the Company sets forth certain financial
performance objectives for the Company. The Company's ability to meet such
targeted financial goals, and the Chief Executive's previous base compen-
sation level, are the most important criterion utilized by the Compensation
Committee in determining the compensation of the Chief Executive, although
the Compensation Committee reviews other factors, including the compensation
awarded to chief executive officers of similar corporations. Based on a
review of such criteria, the Compensation Committee will determine the annual
base and bonus compensation of the Chief Executive. In addition, the Compen-
sation Committee may grant stock options in order to reward the Chief
Executive for the long-term performance of the Company. Stock options and
stock appreciation rights were last considered and granted to the Chief
Executive in 1989. With respect to the Chief Executive's compensation during
1994, the Compensation Committee largely relied upon the Company's financial
performance and the previously existing compensation level for the Chief
Executive. Although the Compensation Committee did not quantitatively
provide the relationship of such financial performance to the Chief
Executive's compensation, that factor was a significant consideration. During
fiscal year 1994, the Chief Executive's base compensation remained the same as
last adjusted during the 1991 fiscal year.
Compensation to other officers and senior executives is also provided in
the form of base compensation, bonus compensation and the granting of stock
options. Base compensation is determined based on industry norms associated
with the position held by the executive, while bonus compensation is normally
linked to specific shorter term (e.g., one to three years) profit objectives
and stock options are granted to reward longer-term performance (particularly
the stock price performance) of the Company. The Chief Executive is
responsible for the performance assessment of individual officers and senior
executives and provides his recommendations to members of the Compensation
Committee for review and approval.
Perry E. Esping L.D. Brinkman David H. Monnich
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, Mr. Esping served as both a member of the
Company's Compensation Committee and as the Company's Chief Executive Officer.
Certain transactions between the Company and Mr. Esping are described under
"Certain Transactions" below.
<PAGE>
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five fiscal years ended December 31, 1994 with the cumulative total return
on the NASDAQ Index and the Peer Group Index. The Peer Group Index, compiled
by the Company, is the average of SIC codes 357, NASDAQ Computer Manufacturer
Stocks and 737, NASDAQ Computer and Data Processing Services Stocks. Such
compilation was utilized to achieve a comparison with a group of companies
which together have similar operations to that of the Company. Management
does not believe that any one company or any group of companies in a single
industry group provides a comparable index for the Company's performance. The
comparison assumes $100 was invested on December 31, 1989 in the Company's
Common Stock and in each of the foregoing indices.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG
BUSINESS RECORDS CORPORATION, NASDAQ INDEX AND PEER GROUP INDEX
[GRAPH]
<TABLE>
<CAPTION>
Business NASDAQ
Records Stock
Corporation Market
Measurement Period Holding Index Peer
(Fiscal Year Covered) Company (US) Group
<S> <C> <C> <C> <C>
Measurement Point-
12/31/1989 100.000 100.000 100.000
1990 100.000 84.918 106.534
1991 181.818 136.277 181.878
1992 167.677 158.579 215.681
1993 269.697 180.933 217.237
1994 268.687 176.916 253.268
</TABLE>
Certain Transactions
On February 15, 1994, Mr. Esping acquired 369,635 shares of the Company's
Common Stock pursuant to the exercise of options originally granted to him on
June 20, 1989. Pursuant to the stock option plan, Mr. Esping tendered shares
of Common Stock previously owned by him to satisfy the exercise price and
related tax withholdings associated with his exercise of options. In lieu of
accepting such tender of shares, the Company elected to withhold an equivalent
amount of shares from the number which would have otherwise been exercised.
This resulted in a withholding of 201,498 shares by the Company for purposes
of recovering the costs of such exercise. The withheld shares have been placed
in the Company's treasury.
On March 15, 1988, pursuant to a Note Purchase Agreement dated March 15,
1988 between the Company and Mr. Esping (the "Note Purchase Agreement"), the
Company sold to Mr. Esping, at par value, an aggregate principal amount of
$10,000,000 of 10% convertible exchangeable notes due April 15, 1998
(the "Notes"). The Notes, which are otherwise not transferable, are convertible
into Common Stock at a conversion price per share of $14.00, subject to anti-
dilution adjustments. The Notes are subject to certain optional and mandatory
redemption provisions, and from 1993 through 1997 the Company is obligated to
redeem 10% of the original principal amount of the notes each year. Mr. Esping
has previously converted $8,666,667 of the notes into 619,047 shares of common
stock pursuant to the terms of the notes. As of the record date, $1,333,333
principal amount of the notes remained outstanding.
The Company leases real property owned by Mr. Chaney, a director of the
Company. The Company obtained this pre-existing lease obligation in connection
with its acquisition of CMSI, Inc. in May of 1993. The lease agreement
covering this parcel has a term expiring February 2001, with annual payments
through the end of the lease of $164,000. Information regarding the fairness
of the lease was submitted by this individual prior to the acquistion.
Business Records leases real property owned by a partnership that includes
as a partner Mr. Brennan, an executive officer of the Company. The lease
agreement covering this parcel has a term expiring in February 2004, with
annual rental payments through the expiration of the lease of $168,000.
Management believes that, under the circumstances under which the lease was
negotiated, the terms of the lease are at least as favorable to Business
Records as those that could have been obtained in an arm's length transaction
with unaffiliated parties.
A business partly owned by a family member of Mr. Esping's leases real
property from the Company. The lease agreement covers 4,900 square feet of
production and warehouse space which was otherwise unused by the Company. The
Company collects approximately $18,000 annually under the lease which expires
in May 1999. The lease rate was based upon existing market conditions at the
inception of the lease.
Section 16(a) Reporting
Section 16(a) of the Securities Exchange Act of 1934, as amended (The
"Exchange Act"), requires the Company's directors and executive officers,
and persons who own more than 10% of the Company's Common Stock to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors,
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to
the Company and written representations that no other reports were required
during the fiscal year ended December 31, 1994, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that Mr. John E. Gates and
Mr. Ned J. Simpson each filed one late report concerning their respective grants
of 100,000 and 50,000 employee stock options during December 1994. Mr. Joseph
A. Gattuso filed one late report concerning his cancellation of 120,000
stock options during December 1994.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established the Audit Committee, the Compen-
sation Committee, and the Nominating Committee to assist the Board of Directors
in carrying out its duties.
The Audit Committee's duties include engaging and discharging the
Company's independent auditors; reviewing and approving the engagement of the
auditors for audit and non-audit services; reviewing with the independent
accountants the fee, scope, and timing of the audit and non-audit services;
reviewing the completed audit with the independent accountants regarding their
report, the conduct of the audit, any accounting adjustments and recomendations
for improving internal controls, and any other significant findings during the
audit; meeting periodically with the Company's management, financial staff and
auditors to discuss internal accounting and auditing procedures; initiating and
supervising any special investigations it deems necessary; and reviewing
significant press releases concerning financial matters.
The Compensation Committee periodically reviews the Company's compen-
sation, employee benefit plans, and other fringe benefits paid to or provided
for officers and directors of the Company and approves the annual salaries and
bonuses of officers of the Company and executive officers of the Company's
subsidiaries. The Compensation Committee also selects the employees to whom
options may be granted under the Company's option plans and generally
administers the option plans.
The Nominating Committee was established for the purpose of nominating
prospective members of the Board of Directors in connection with the Annual
Meeting of Stockholders to which this Proxy Statement relates. The Board of
Directors has not determined whether to re-establish the Nominating Committee
for the Company's Annual Meeting for 1996 or whether the Nominating Committee
will consider nominations made by Stockholders.
During 1994, the Board of Directors held three meetings (excluding one
action by unanimous consent). The Audit Committee held two meetings and the
Compensation Committee held one meeting during such year. All members of the
Board of Directors attended at least 75% of their respective Board and
committee meetings during 1994.
<PAGE>
PROPOSAL TWO:
APPROVAL OF AMENDMENT TO
THE 1993 STOCK OPTION PLAN OF
BUSINESS RECORDS CORPORATION HOLDING COMPANY
(the "1993 Plan")
Amendment to Increase Authorized Shares
The Board proposes that the 1993 Plan be amended to increase the
aggregate number of shares subject to issuance under the 1993 Plan by 850,000
shares (from 1,250,000 to 2,100,000 shares of Common Stock)(the "Plan
Amendment"). As of March 23, 1995, there were 1,233,047 shares of Common Stock
which had either been issued under the 1993 Plan or were issuable under out-
standing stock options and 26,953 shares of Common Stock which were issuable
under the 1993 Plan that were not subject to outstanding options. As of March
23, 1995, 1,250,000 shares of Common Stock and 2,1000,000 shares of Common
Stock had market values of $44,063,000 and $74,025,000, respectively, based
upon the closing bid price for the Common Stock on the NASDAQ National Market
System.
By amending the 1993 Plan, the Company will continue the purposes of the
1993 Plan. Without such amendment, the Company's ability to utilize stock
options as a form of incentive compensation would be significantly limited.
Proceeds from the exercise of such options will be used for general corporate
purposes.
Approval of the Plan Amendment by stockholders of the Company is contem-
plated by Rule 16b-3, a rule promulgated by the Securities and Exchange
Commission which provides an exemption from the operation of the "short swing
profit" recovery provisions of Section 16(b) of the Exchange Act. Stockholder
approval of the Plan Amendment is also required by the amendment provisions of
the 1993 Plan.
The 1993 Plan
The 1993 Plan was originally adopted by the Board of Directors of the
Company on April 6, 1993 and was submitted to and approved by the Stockholders
on May 13, 1993. The 1993 Plan is administered by a Stock Option Committee of
the Board of Directors of the Company (the "Committee"). The Committee is to
consist of no less than two members of the Board of Directors pursuant to the
terms of the 1993 Plan, however, the Board of Directors may designate itself or
another committee of the Board of Directors to serve as the Committee for the
purpose of the 1993 Plan. The Committee is responsible for granting options
under the 1993 Plan, for administering the 1993 Plan and for making certain
decisions regarding the 1993 Plan and options granted thereunder. The Plan
itself terminates on the tenth anniversary of adoption thereof by the Board of
Directors.
The purposes of the 1993 Plan are to attract and retain the best available
executive personnel, key employees, advisors and consultants to the Company and
to provide incentives to existing executive personnel and key employees. The
The Company may grant options under the 1993 Plan to any person who is, or has
agreed to become an employee, adviser or consultant of the Company or its sub-
sidiaries at the time of such grant. With regard to advisors and consultants,
however, the Company must, at the time of such grant, be rendering or under
contract or agreement to render in the future, bona fide services to the Company
or any of its subsidiaries other than services in connection with the offer or
sale of securities in a capital raising transaction. The Company anticipates
that substantially all such options will be granted to officers and key
employees. In addition, from time to time in the future, the Committee may
grant options under the 1993 Plan to officers and employees of, or advisers
or consultants to, corporations or businesses which the Company proposes to
acquire, with the exercisability of such options to be contingent upon, among
other things, successful consummation of such acquisition. Although
recipients of such options will not, as of the date of grant thereof, be
officers or employees of or advisers or consultants to the Company or its
subsidiaries, they would obtain that status prior to the time any such
options become exercisable.
Options may be granted under the 1993 Plan at an exercise price deemed
appropriate by the Committee. Options may be granted with exercise prices below
the market value of the Common Stock on the date of grant. No cash
consideration is to be paid by the Optionees in exchange for the options. To
exercise an option, an Optionee may pay the full exercise price in cash, or at
the discretion of the Stock Option Committee, the Company may accept an exchange
of Company shares previously owned by the optionee for payment of the exercise
price and related costs. Options will vest and become exercisable at such times
and in such installments (which may be cumulative) as the Committee shall
provide in the terms of individual stock option agreements, as same may be
amended from time to time. By a resolution adopted by the Committee following
the grant of any option, and subject to the consent of the holder of such
option, the Committee may accelerate the time at which such option, or any
portion thereof, may be exercised. Vested options are exercisable for a period
of ten years from the date of grant.
Each of the options granted under the 1993 Plan will be nontransferable
except by will or pursuant to the laws of descent and distribution and will be
exercisable (assuming the satisfaction of conditions prescribed above) during
an Optionee's lifetime only by such Optionee or his guardian. If an employee
dies, the vested and exercisable options may be exercised, in whole or in part,
by the person to whom his rights under the options have passed by will or
intestacy, at any time during the year after his death but not later than the
expiration of the options. If any option expires or is canceled without having
been fully exercised, prior to its expiration or cancellation, may again be
granted under the Plan.
The number of shares issuable upon the exercise of the options granted
under the 1993 Plan will be subject to adjustment in the event that the
outstanding shares of Common Stock subject to such options are, from time to
time, changed into or exchanged for a difference number or kind of shares of
the Company or other securities of the Company or in the event holders of the
Common Stock receive additional shares of common stock or a different kind or
number of shares of the Company, or other securities of the Company by reason
or a merger, consolidation, recapitalization, reclassification, stock split-up
stock dividend, combination of shares, or otherwise. In any event, the
Committee shall make an appropriate and equitable adjustment in the aggregate
number of shares of the common stock which may be issued pursuant to the 1993
Plan and the number and kind of shares or other consideration as to which
all outstanding options under the 1993 Plan, or portions thereof then
unexercised, shall be exercisable. Any such adjustment by the Committee shall
be final and binding upon the Company, all persons holding, or eligible to
receive, options under the 1993 Plan and all other interested persons. In
addition, the Committee, in its sole discretion, may provide whether or not
an option granted under the 1993 Plan may be exercised upon the merger or
consolidation of the Company into another corporation, or the exchange or
acquisition by any person or entity, in one transaction or a series of
transactions, of all or substantially all of the Company's assets or fifty
percent (50%) or more of its then outstanding voting stock whether through
merger, consolidation or otherwise, or the recapitalization, reclassification,
liquidation or dissolution of the Company or, with respect to a particular
optionee of an option under the 1993 Plan such other event as may be defined
under the 1993 Plan as a "Change of Control" in such optionee's option
agreement. Any such determination by the Committee shall be adopted by
resolution prior to the occurrence of the Change of Control. If the Committee
so determines prior to the occurrence thereof, options granted under the 1993
Plan shall be exercisable as to all shares subject thereto, notwithstanding any
other provision of the option agreement representing such options, but subject
to any prior expiration thereof, upon the occurrence of a Change of Control.
The Committee may also decide that options granted under the 1993 Plan shall
remain exercisable after any such Change of Control and that upon exercise
thereof, holders of options granted under the 1993 Plan shall be entitled to
receive the kind and amount of securities or other properties, or the cash
equivalent thereof, receivable as a result of such Change of Control by the
holder of a number of shares of the securities of the Company into which the
Option could have been exercised immediately prior to such Change of Control.
Finally, in the event that the Committee shall determine that portions granted
under the 1993 Plan will not be exercisable following such Change of Control,
holders thereof shall be entitled to receive consideration for the termination
of such options, whether or not then exercisable or vested, in an amount not
less than the excess, if any, of (a) the per share consideration payable
pursuant to the terms of the transaction resulting in the Change of Control in
respect of the common stock (or, if applicable, in respect of the assets of the
Company), over (b) the exercise price per share for all shares of the Common
Stock subject to such option, times the number of shares of common stock subject
to such Option (or the fair market value of securities or other property
received in respect of the Common Stock as a result of the Change of Control).
Federal Tax Consequences
Each of the options granted under the 1993 Plan will be a nonqualified
stock option and, therefore, not entitled to the special tax treatment afforded
to incentive stock options under the Internal Revenue Code of 1986. The
granting of such options with exercise prices equal to the fair market value of
the Common Stock is not a taxable event to either the Optionees or the Company.
Upon the exercise of such options, the Optionees will recognize ordinary income
in the amount equal to the excess of the then fair market value of the Common
Stock acquired over the exercise price of the options and the Company may
deduct the amount of such ordinary income recognized by the Optionee.
Grant of Options
The number of option shares granted to each executive officer and all
executive officers as a agroup during the last fiscal year and the relevant
exercise prices for such grants are set forth in the table entitled "Option/
SAR Grants in Last Fiscal Year". Nonemployee directors are not entitled to
receive any grants under the 1993 Plan.
Required Affirmative Vote
Approval of the Plan Amendment to the 1993 Plan requires the affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or by proxy at the 1995 Annual Meeting.
The Board of Directors believes that the proposal is in the best interests
of the Company and its stockholders and recommends that the shareholders vote
FOR approval of the Plan Amendment.
STOCKHOLDERS' PROPOSALS
Any proposals that stockholders of the Company desire to have presented
at the 1996 annual meeting of stockholders must be received by the Company at
its principal executive offices not later than December 11, 1995 in order to be
included in the Company's proxy statement and form of proxy with respect to such
1996 annual meeting.
GENERAL
The Board of Directors has engaged Price Waterhouse to act as the
independent auditors of the Company for fiscal year 1994. As of the date of
this proxy statement, the Board of Directors has not had the opportunity to meet
and designate the independent auditors for fiscal year 1995. One or more
representatives of Price Waterhouse will attend the Annual Meeting, will have an
opportunity to make a statement, and will respond to appropriate questions from
stockholders.
On September 18, 1992, the Board of Directors voted to approve Price
Waterhouse as the replacement for the firm of Deloitte and Touche which acted
as the Company's independent auditors for fiscal year 1991. The reports on the
financial statements by Deloitte & Touche for the fiscal year ended December 31,
1991 did not contain any adverse opinion or disclaimer of opinion and was not
qualified as to uncertainty, audit scope or accounting principles. There was no
disagreement between the Company and Deloitte & Touche in connection with the
audits of the years ended December 31, 1991 on any matter of accounting
principles or practices, financial statement disclossure or audit scope or
procedure, which disagreements, if not resolved to the satisfaction of Deloitte
& Touche, would have caused such firm to make a reference in connection with
its report to the subject matter of any such disagreement.
The accompanying proxy is being solicited on behalf of the Board of Directors.
The expense of preparing, printing and mailing the form of proxy and the
material used in the solicitation thereof will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors and officers and employees of
the Company. The cost of any such solicitation will be borne by the Company.
Arrangements have been made with Corporate Investor Communications, Inc. ("CIC")
for the delivery of proxy materials to brokers, nominees, fiduciaries, and other
custodians for distribution to their beneficial owners. If deemed necessary by
the Company, the Company may engage CIC to solicit proxies for a prearranged
fee. The cost of approximately $4,000 plus out-of-pocket expenses for proxy
distribution by CIC and any additional expenses resulting from any such
solicitation will be borne by the Company.
By Order of the Board of Directors,
Perry E. Esping
Chairman and Chief Executive Officer
Dallas, Texas
April 10, 1995
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
1111 W. Mockingbird Lane, Suite 1400
Dallas, Texas 75247
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the notice dated
April 6, 1995 of the annual meeting of stockholders of Business Records
Corporation Holding Company (the ''Company'') to be held in the Presidente Room
of the Stouffer Renaissance, Dallas Hotel, 2222 Stemmons Freeway, Dallas, Texas,
on Wednesday, May 17, 1995 at 9:00 a.m., Dallas time, and the proxy statement in
connection therewith, and (2) appoints Perry E. Esping and Paul T. Stoffel,
and each of them, his proxies, with full power of substitution, for and in the
name, place, and stead of the undersigned, to vote upon and act with respect to
all of the shares of Common Stock of the Company held of record by the
undersigned on March 23, 1995 at said meeting and at any adjournment thereof,
and the undersigned directs that his proxy be voted as follows:
1. Election of Directors, Nominees:
L.D. Brinkman, Perry E. Esping, Robert E. Masterson,
David H. Monnich, and Paul T. Stoffel
2. To approve amendment to the 1993 Stock Option Plan of
Business Records Corporation Holding Company to increase
the number of shares of Common Stock which may be
reserved for issuance under such plan by 850,000.
You may specify your choices by marking the boxes on the reverse
side, but you do not need to mark any boxes if you want to vote as
recommended by the Company's Board of Directors. The proxies
cannot vote your shares unless you sign and return this proxy card.
(Change of Address)
(If your address has changed, please
provide new address and mark the box
on the reverse side of this card.)
SEE REVERSE
SIDE
<TABLE>
<CAPTION>
Please mark your SHARES IN YOUR NAME
votes as in this /x/
example.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Amendment to / / / / / /
Directors / / / / Stock Option Plan
(see reverse).
For, except vote withheld from the following nominee(s): 3. In their discretion, the proxies are authorized to
vote upon such other business as may properly
come before the meeting.
/ /
Change of
Address
Provided.
SIGNATURE(S) DATE
SIGNATURE(S) DATE
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If the signor is a corporation, please sign the full corporate name, by duly authorized officer.
</TABLE>
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
1111 W. Mockingbird Lane, Suite 1400
Dallas, Texas 75247
These confidential voting instructions are solicited on behalf of the Board
of Directors
The undersigned participant in the BUSINESS RECORDS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN & TRUST (the ''Plan'') hereby (1) acknowledges receipt
of the notice dated April 6, 1995 of the annual meeting of stockholders of
Business Records Corporation Holding Company (the ''Company'') to be held in
the Presidente Room of the Stouffer Renaissance, Dallas Hotel, 2222 Stemmons
Freeway, Dallas, Texas, on Wednesday, May 17, 1995 at 9:00 a.m., Dallas time,
and the proxy statement in connection therewith, and (2) directs Bank One,
Texas, Trustee, to vote (or cause to be voted) all whole shares of stock of the
Company credited to the undersigned's account under the Plan and standing in the
Trustee's name on March 23, 1995 (the ''Shares''), at said meeting and at any
adjournment thereof, and the undersigned directs that his Shares be voted as
follows:
1.Election of Directors, Nominees: (change of address)
L.D. Brinkman, Perry E. Esping, Robert E. Masterson,
David H. Monnich, and Paul T. Stoffel
2. To approve amendment to the 1993 Stock Option Plan of Business
Records Corporation Holding Company to increase the number of shares
of Common Stock which may be reserved for issuance under such plan
by 850,000.
The shares credited in the name of the undersigned will be voted as specified if
this card is signed by or on behalf of the participant and received by the
Trustee by May 11, 1995. If no specification is made as to how to vote the
shares, then the shares will be voted for the matters specifically referred to
above. If this card is not so signed and received by the Trustee, then the
shares will be voted by the Trustee in the same proportion as the shares with
respect to which voting instructions are received.
(If your address has changed, please provide new address
and mark the box on the reverse side of this card.)
SEE REVERSE SIDE
<TABLE>
<CAPTION>
Please mark your SHARES IN YOUR NAME
votes as in this /x/
example.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Amendment to
Directors / / / / Stock Option Plan / / / / / /
For, except vote withheld from the following nominee(s): 3. In their discretion, the proxies are authorized to
vote upon such other business as may properly
come before the meeting.
/ / Change of
Address
Provided.
SIGNATURE(S) DATE
Please sign exactly as name is registered under the plan and appears above.
</TABLE>
