<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
CLARCOR Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CLARCOR Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(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 pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of CLARCOR Inc. (the "Company") will be
held at The University of Illinois College of Medicine at Rockford, 1601
Parkview Ave., Rockford, Illinois 61107, on Thursday, March 30, 1995 at 6:00
P.M., Central Standard Time, for the following purposes:
1.To elect three Directors for a term of three years each; and
2.To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of business on Thursday,
February 16, 1995 will be entitled to vote at the meeting or any adjournment
thereof.
Whether or not you plan to attend the meeting, you are requested to sign and
date the enclosed proxy and return it promptly in the envelope enclosed for that
purpose.
MARSHALL C. ARNE
SECRETARY
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY
AND MAIL IT PROMPTLY.
Rockford, Illinois
February 23, 1995
<PAGE>
CLARCOR INC.
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CLARCOR Inc. (the "Company") for use at the
Annual Meeting of Shareholders to be held at The University of Illinois College
of Medicine at Rockford, 1601 Parkview Ave., Rockford, Illinois 61107, on
Thursday, March 30, 1995 at 6:00 P.M., Central Standard Time, for the purposes
set forth in the Notice of Annual Meeting. This Proxy Statement and the
accompanying proxy are being mailed to shareholders on February 23, 1995.
A shareholder who gives a proxy may revoke it at any time before it is voted
by giving written notice of the termination thereof to the Secretary of the
Company, by filing with him another proxy or by attending the Annual Meeting and
voting his or her shares in person. All valid proxies delivered pursuant to this
solicitation, if received in time and not revoked, will be voted. If no
specifications are given by the shareholder executing the proxy card, valid
proxies will be voted to elect the three persons nominated for election to the
Board of Directors listed on the proxy card enclosed herewith and, in the
discretion of the appointed proxies, upon such other matters as may properly
come before the meeting.
As of February 16, 1995, the Company had outstanding 14,770,017 shares of
Common Stock and each outstanding share is entitled to one vote on all matters
to be voted upon. Only holders of Common Stock of record at the close of
business on February 16, 1995 will be entitled to notice of and to vote at the
meeting. A majority of the shares of Common Stock issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy, will
constitute a quorum for purposes of the Annual Meeting.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD
At the Annual Meeting three directors are to be elected. Proxies will be
voted for the election of Messrs. Carl J. Dargene, Lawrence E. Gloyd, and
Richard A. Snell unless the shareholder signing such proxy withholds authority
to vote for one or more of these nominees in the manner described on the proxy.
If a quorum is present at the meeting, the three candidates for director
receiving the greatest number of votes will be elected. Withholding authority to
vote for a director nominee will not prevent such director nominee from being
elected. Messrs. Dargene, Gloyd, and Snell are directors of the Company
previously elected by its shareholders whose terms in office expire this year.
If elected, Messrs. Dargene, Gloyd, and Snell will hold office for a three year
period ending in 1998 or until their respective successors are duly elected and
qualified.
In the event that any of the nominees should for some reason, presently
unknown, fail to stand for election, the persons named in the enclosed form of
proxy intend to vote for substitute nominees.
1
<PAGE>
INFORMATION CONCERNING NOMINEES AND DIRECTORS
<TABLE>
<CAPTION>
YEAR TERM AS
DIRECTOR DIRECTOR
NAME AGE SINCE EXPIRES
- ------------------------ --- ----------------- ------------
<S> <C> <C> <C>
*Carl J. Dargene 64 April 1, 1989 1998
President and Chief Executive Officer, AMCORE Financial,
Inc., Rockford, Illinois since February 1986. AMCORE
Financial, Inc. is a bank holding company. Mr. Dargene is
a Director of AMCORE Financial, Inc., Elco Industries,
Inc. and Woodward Governor Company.
*Lawrence E. Gloyd 62 March 31, 1984 1998
Chairman, President and Chief Executive Officer, CLARCOR
Inc. Mr. Gloyd was elected Chairman, President and Chief
Executive Officer in March 1991. He was elected President
and Chief Executive Officer in March 1988. Mr. Gloyd is a
Director of AMCORE Financial, Inc., Thomas Industries,
Inc., Woodward Governor Company, and G.U.D. Holdings Ltd.
*Richard A. Snell 53 March 28, 1992 1998
President and Chief Executive Officer, Tenneco Automotive
since 1993. He served as Senior Vice President, Tenneco
Automotive from 1987 to 1993; General Manager, Walker
Manufacturing Company from 1989 to 1993; and General
Manager of Tenneco Automotive Retail from 1987 to 1989.
Tenneco Automotive is a producer of ride control and
exhaust systems and non-asbestos brake friction products.
J. Marc Adam 56 March 23, 1991 1997
Corporate Vice President Marketing, 3M, St. Paul,
Minnesota. He was elected International Vice President,
Consumer Products Group in February 1986, Group Vice
President, Consumer Products Group in May 1986, Group Vice
President, Consumer & Advertising Markets Group in January
1991, Group Vice President, Medical Products Group in
September 1991 and Corporate Vice President Marketing in
1995. 3M is a diversified manufacturer. Mr. Adam is a
Director of the 3M Foundation and Schneider National Inc.
Dudley J. Godfrey, Jr. 68 March 26, 1988 1997
President of the law firm of Godfrey & Kahn, S.C.,
Milwaukee, Wisconsin. Mr. Godfrey has been a member of
Godfrey & Kahn since 1957. He is a Director of Manpower,
Inc., ARM Financial Group, Inc. and other closely and
privately held corporations. He is a member of the
University of Michigan Law School Board of Visitors.
Stanton K. Smith, Jr. 64 March 21, 1970 1997
Vice Chairman, CMS Energy Corporation, Dearborn, Michigan
since December 1991. From 1988 to 1991 he served as
President. CMS Energy Corporation is a utility and energy
holding company. He is a Director of CMS Energy
Corporation, Consumers Power Company, Michigan National
Corporation and Michigan National Bank.
Milton R. Brown 63 November 29, 1990 1996
Chairman, President and Chief Executive Officer, Suntec
Industries Incorporated, Rockford, Illinois, since 1984.
Suntec Industries manufactures fuel units, solenoid
valves, and safety shut off valves. Mr. Brown is a
Director of AMCORE Financial, Inc., Elco Industries, Inc.,
Suntec Industries Incorporated and Suntec Industries --
France.
Frank A. Fiorenza 61 March 31, 1990 1996
Retired President and Chief Operating Officer, Elco
Industries, Inc., Rockford, Illinois. Mr. Fiorenza was
employed by Elco from 1959 to 1991. Elco Industries, Inc.
is a diversified manufacturer. Mr. Fiorenza is a Director
of AMCORE Financial, Inc.
Don A. Wolf 65 March 28, 1987 1996
Retired President and Chief Executive Officer, Hardware
Wholesalers, Inc., Fort Wayne, Indiana. Hardware
Wholesalers, Inc. is a wholesaler of hardware, plumbing
supplies, electrical apparatuses, and construction
products. Mr. Wolf is a Director of the Fort Wayne
National Bank.
<FN>
- --------------------------
* Nominees for election to terms expiring in 1998.
</TABLE>
DUTIES OF BOARD OF DIRECTORS
The Board of Directors has the responsibility to serve as the trustee for
the shareholders. It also has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. However, the
Board is not involved in day-to-day operating details. Members of the Board
2
<PAGE>
are kept informed of the Company's business through discussion with the Chief
Executive Officer and other officers, by reviewing analyses and reports sent to
them each month and by participating in Board and committee meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1994, the standing committees of the Board of Directors were
the Executive, Audit, and Compensation & Stock Option Committees.
The Executive Committee exercises all powers and authority of the Board of
Directors when the Board is not in session, except that the Executive Committee
may not authorize certain major corporate actions such as amendments of the
Company's Restated Certificate of Incorporation or By-laws, mergers or the sale
of substantially all of the assets of the Company or the payment of dividends.
The primary functions of the Executive Committee include review and
recommendations with respect to mergers and acquisitions, divestitures, major
expenditures and long-range planning. The Executive Committee is also
responsible for recommending qualified individuals for nomination to fill
vacancies on the Board. The full Board may accept or reject the Committee's
recommendations. No procedures have been established for the consideration by
the Executive Committee of nominees recommended by shareholders of the Company.
The Executive Committee met two times during fiscal 1994. The present members of
the Executive Committee are Messrs. J. Marc Adam, Carl J. Dargene, Dudley J.
Godfrey, Jr., Lawrence E. Gloyd, Stanton K. Smith, Jr., and Don A. Wolf.
The Audit Committee consists of four directors who are not officers of the
Company. It is the responsibility of the Audit Committee to recommend the
selection of independent auditors and to review audits, proposals and other
services as performed by the independent auditors. The Committee also reviews
the activities and findings of the internal audit staff and discusses the
Company's system of internal controls with the Company's independent auditors.
The Audit Committee met three times during fiscal 1994. The present members of
the Committee are Messrs. Milton R. Brown, Frank A. Fiorenza, Dudley J. Godfrey,
Jr. and Stanton K. Smith, Jr.
The Compensation & Stock Option Committee determines the compensation of key
officers and employees. It reviews and administers the Company's 1994 Incentive
Plan and grants stock awards under such Plan to certain officers and key
employees of the Company. The Committee met three times during fiscal 1994. The
present members of the Committee are Messrs. J. Marc Adam, Carl J. Dargene,
Richard A. Snell and Don A. Wolf.
MEETINGS AND FEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during fiscal 1994. All of the
Company's directors attended at least 75% of the total number of meetings of the
Board of Directors and Committees of the Board of which they are members.
In fiscal 1994, Directors who were not employees of the Company
("Non-employee Directors") received an annual retainer of $18,500 and fees of
$900 for each meeting of the Board of Directors and each separate Committee
meeting attended and reimbursement for travel expenses related to attendance at
Board and Committee meetings. Non-employee Directors who are Chairmen of
Committees received an additional annual fee of $3,000 in fiscal 1994.
Non-employee Directors who retire from the Board with at least 10 years
service as a Director of the Company receive annually an amount equal to the
annual retainer paid to Directors at the time of his retirement. Such payments
will continue for a term equal to the number of years the retired Director
served on the Company's Board but ending, in any event, on such retiree's death.
3
<PAGE>
Pursuant to the Company's Deferred Compensation Plan for Directors, a
Non-employee Director may elect to defer receipt of the director's fees to which
he is entitled and to be paid the amounts so deferred, plus interest thereon at
the prime rate announced quarterly by The First National Bank of Chicago, either
when the participant ceases being a director of the Company or upon his
retirement from his principal occupation or at the time the participant reaches
a specified age. Mr. Smith elected to defer $17,050 of the fees payable to him
during fiscal 1994.
The Board has adopted a Directors' Restricted Stock Compensation Plan. Under
this Plan, in lieu of the annual retainer otherwise payable, on the date a
person first becomes a Non-employee Director such person receives a grant of
shares of the Company's Common Stock with an aggregate fair market value equal
to five times the amount of the annual retainer for Non-employee Directors. 20%
of these shares are vested and non-forfeitable on the date of grant. An
additional 20% becomes non-forfeitable in each of the succeeding years, provided
that the grantee remains a Director. Until the fifth anniversary of the grant
the shares are non-transferable except upon death such shares are transfer-
able by will or the laws of descent and distribution. As of January 1, 1995,
Messrs. Dargene, Fiorenza, Godfrey, Smith and Wolf have each received grants of
5,421 shares under this Plan which were vested in full as of March 31, 1994. Mr.
Brown has received a grant of 5,131, Mr. Adam 4,999 and Mr. Snell 4,070 shares
under the Plan. These share amounts reflect the 3 for 2 stock split in the form
of a stock dividend paid by the Company on February 14, 1992. The Directors'
Restricted Stock Compensation Plan was incorporated into the 1994 Incentive Plan
adopted by the shareholders of the Company on March 31, 1994.
Under the 1994 Incentive Plan, Non-employee Directors are automatically
granted, on the date of each annual meeting of shareholders, options to purchase
2,500 shares of Common Stock at an option exercise price equal to the fair
market value of a share of Common Stock on the date of grant. Such options are
fully exercisable on the date of grant and expire ten years after the date of
grant. Shares acquired upon exercise of an option may not be sold or transferred
during the six month period following the date of grant of such option.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
CERTAIN BENEFICIAL OWNERS
The following table provides information concerning each person who is known
to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock:
<TABLE>
<CAPTION>
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED CLASS
- ------------------------------------------------------------------- ------------- ---------
<S> <C> <C>
Gabelli Funds, Inc................................................. 1,643,900(1) 11.13%
One Corporate Center
Rye, NY 10580-1434
James B. Platt, Jr................................................. 853,311(2) 5.78%
6030 Dellwood Place
Bethesda, MD 20817
<FN>
- ------------------------
(1) Based upon information contained in Amendment No. 5 to Schedule 13D filed
March 2, 1994 with the Securities and Exchange Commission by Gabelli Funds,
Inc. on behalf of certain Gabelli entities.
(2) Shares owned of record and beneficially by Mr. Platt as of February 16,
1995.
</TABLE>
4
<PAGE>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table provides information concerning the shares of Common
Stock of the Company beneficially owned as of February 16, 1995 by all directors
and nominees, each of the executive officers named in the Summary Compensation
Table on page 6 and by all directors and executive officers as a group:
<TABLE>
<CAPTION>
SHARES PERCENT
NAME OF PERSON OR BENEFICIALLY OF
IDENTITY OF GROUP OWNED CLASS
- ---------------------------------------------------------------------- ------------ -------
<S> <C> <C>
J. Marc Adam (2)...................................................... 7,499 *
Milton R. Brown (2)................................................... 9,072 *
Carl J. Dargene....................................................... 9,721 *
Frank A. Fiorenza..................................................... 8,521 *
Lawrence E. Gloyd (1) (3)............................................. 429,421 2.91%
Dudley J. Godfrey..................................................... 9,046 *
Stanton K. Smith, Jr.................................................. 14,747 *
Richard E. Snell (2).................................................. 6,570 *
Don A. Wolf........................................................... 20,892 *
L. Paul Harnois (1)(3)................................................ 130,978 *
Norman E. Johnson (1)(3).............................................. 93,899 *
Ronald A. Moreau (1)(3)............................................... 110,932 *
David J. Anderson (1)(3).............................................. 39,754 *
William F. Knese (1)(3)............................................... 51,751 *
All directors and executive officers as a group
(19 persons) (1) (2) (3) (4)......................................... 1,064,595 7.21%
<FN>
- ------------------------
* Less than one percent.
(1) Includes restricted shares of Common Stock ("Performance Shares") granted
on a contingent basis under the 1988 Performance Share Plan and the 1994
Incentive Plan. See "Compensation of Executive Officers and Other
Information -- Performance Share Plan."
(2) Includes restricted shares granted on a contingent basis under the
Directors' Restricted Stock Compensation Plan and shares subject to stock
options granted pursuant to the Company's 1994 Incentive Plan. See
"Election of Directors -- Meetings and Fees of the Board of Directors."
(3) Includes all shares subject to stock options granted pursuant to the
Company's 1984 Stock Option Plan and the 1994 Incentive Plan. For
information as to the total number of shares subject to options granted to
Messrs. Gloyd, Harnois, Johnson, Moreau, Anderson and Knese and the options
which are currently exercisable by them, see the table on page 8.
(4) Includes 836,660 shares subject to stock options. Options for 413,716
shares are currently exercisable.
</TABLE>
Each director and each officer of the Company who is subject to Section 16
of the Securities Exchange Act of 1934 (the "Act") is required by Section 16(a)
of the Act to report to the Securities and Exchange Commission, by a specified
date, his or her beneficial ownership of or transactions in the Company's equity
securities. Reports received by the Company indicate that all such officers and
directors have filed all requisite reports with the Securities and Exchange
Commission on a timely basis during 1994.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND OTHER INFORMATION
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation of Lawrence E. Gloyd, the
Chairman, President and Chief Executive Officer of the Company, L. Paul Harnois,
who retired as Senior Vice President and Chief Financial Officer of the Company
prior to the end of the 1994 fiscal year, and the other four most highly
compensated executive officers of the Company for the 1994 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION
-------------------------------------- AWARDS
OTHER ------------------------ PAYOUTS ALL
ANNUAL RESTRICTED ---------- OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS(3) SATION(4) AWARD(S)(5) OPTIONS(6) PAYOUTS(7) SATION(8)
- -------------------------------------- ---- --------- --------- --------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence E. Gloyd(1) ................. 1994 $356,539 $200,626 $ 15,563 $118,287 85,000 $ 92,593 $30,136
Chairman, President and Chief 1993 328,800 183,818 9,487 103,176 50,000 150,930 24,425
Executive Officer 1992 303,842 134,907 10,699 106,917 33,750 89,562 25,908
L. Paul Harnois ...................... 1994 210,808 82,174 10,780 56,784 25,000 44,402 10,334
Senior Vice President and Chief 1993 196,969 82,484 8,814 47,334 15,000 72,385 8,951
Financial Officer 1992 182,277 59,149 7,653 51,274 18,000 43,016 12,320
Norman E. Johnson .................... 1994 186,923 78,785 9,763 56,784 17,500 19,939 11,820
Group Vice President -- Filtration 1993 162,216 58,000 6,545 37,853 10,000 29,250 8,087
Products 1992 141,989 32,375 7,808 23,029 11,250 -- 5,907
Ronald A. Moreau ..................... 1994 184,327 44,996 5,009 56,784 15,000 44,402 9,986
Group Vice President -- Consumer 1993 169,969 62,418 4,316 40,241 10,000 72,385 7,736
Products 1992 156,992 38,855 5,184 51,274 18,000 43,016 6,912
David J. Anderson .................... 1994 131,539 42,255 4,659 30,264 7,500 -- 9,063
Vice President, 1993 110,210 34,550 -- -- 5,000 -- --
International/Corporate Development 1992 101,375 11,174 -- -- 6,750 -- --
William F. Knese ..................... 1994 108,946 34,998 8,642 14,528 5,000 11,388 4,385
Vice President, Treasurer and 1993 99,862 31,851 8,990 11,834 5,000 18,584 2,575
Controller 1992 93,731 23,890 7,953 13,143 6,750 11,042 2,371
<FN>
- ------------------------------
(1) Mr. Gloyd also served as a director of the Company but received no separate
remuneration in that capacity.
(2) Includes compensation deferred by the Company's executive officers during
fiscal year 1994 pursuant to the Company's Retirement Savings Plan, adopted
in 1984.
(3) Includes discretionary cash bonuses granted by the Board of Directors under
the Company's Annual Incentive Plan for the 1994 fiscal year.
(4) The aggregate value of all perquisite and other personal benefits did not
exceed the lesser of either $50,000 or 10% of the total annual salary and
bonus reported for the named executive officer in the Summary Compensation
Table.
(5) Consists solely of Performance Shares and Performance Units conditionally
awarded pursuant to the Company's Performance Share Plan (see discussion of
"Performance Share Plan" at pages 8-9 below). At the close of each 3-year
Performance Cycle, which begins with the year of the conditional award,
some or all of the Performance Shares and Performance Units will be
distributed and paid if predetermined performance targets are met.
(6) Consists of options granted under the Company's 1984 Stock Option Plan and
1994 Incentive Plan to acquire shares of the Company's Common Stock. See
"-- Stock Options" below.
(7) Consists solely of Performance Shares and Performance Units distributed and
paid under the Performance Share Plan (see note 5 above) at the close of
the Performance Cycle ending in the year. The amount shown is equal to the
number of Performance Shares and Performance Units paid and distributed,
multiplied by the average of the closing price of a share of the Company's
Common Stock for the last 30 trading days of the last fiscal year in the
Performance Cycle.
(8) The amounts shown in this column for the last fiscal year derived from the
following figures for Messrs. Gloyd, Harnois, Johnson, Moreau, Anderson and
Knese respectively: $8,904; $2,811; $4,662; $420; $3,284; $1,150 -- Company
match for employee stock
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
purchase plan; $4,620; $4,455; $2,499; $3,840; $2,491; $870 -- Company
match for 401(k) plan; $6,179 (Mr. Gloyd) -- Company paid term life
insurance premium; $6,483; $3,068; $2,314; $2,923; $580; $780 -- Dividends
received from the Performance Share Plan non-vested shares; and $686; $0;
$2,345; $2,803; $0; $1,585 -- Company paid split dollar insurance premiums;
$2,708 (Mr. Anderson) -- Company paid group insurance premium; and $3,264
(Mr. Gloyd) -- Company paid Supplemental Retirement Medicare FICA taxes.
</TABLE>
Each officer of the Company is elected for a term of one year which begins
at the Board of Directors meeting at which he is elected held following the
Annual Meeting of Shareholders and ends on the date of the next Annual Meeting
of Shareholders or upon the election of his successor.
STOCK OPTIONS
On February 1, 1984 the Board adopted and approved the 1984 Stock Option
Plan (the "1984 Plan") which was subsequently approved by the shareholders at
the Annual Meeting held March 31, 1984, covering 800,000 shares of Common Stock.
The 1984 Plan was adjusted to reflect the 3 for 2 stock splits in the form of
stock dividends paid by the Company on January 12, 1990 and February 14, 1992.
The 1984 Plan expired December 31, 1993. On December 14, 1993 the Board adopted
and approved the 1994 Incentive Plan which was subsequently approved by the
shareholders at the Annual Meeting of Shareholders held March 31, 1994 covering
1,000,000 shares of Common Stock.
The following tabulations show information with respect to stock options
granted during fiscal year 1994 under the 1984 Plan (on December 2, 1993) and
the 1994 Incentive Plan (on October 3, 1994) to the six individuals named in the
Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS OPTIONS GRANTED GRANT DATE
GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION PRESENT VALUE
NAME (1) FISCAL YEAR PRICE (2) DATE (3)
- ------------------------------------------------ --------- --------------- ----------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
L. E. Gloyd..................................... 35,000 14.5% $ 18.25 12/01/03 $ 182,000
50,000 20.7 18.375 10/02/04 361,000
L. P. Harnois................................... 25,000 10.4 18.25 12/01/03 130,000
N. E. Johnson................................... 17,500 7.2 18.25 12/01/03 91,000
R. A. Moreau.................................... 15,000 6.2 18.25 12/01/03 78,000
D. J. Anderson.................................. 7,500 3.1 18.25 12/01/03 39,000
W. F. Knese..................................... 5,000 2.1 18.25 12/01/03 26,000
<FN>
- ------------------------
(1) Consists of nonqualified options issued for a ten year term with a five and
six year vesting schedule (see "Long Term Incentive Plan" in the Report of
the Compensation & Stock Option Committee).
(2) Closing price of Common Stock as reported on the New York Stock Exchange
Composite Transactions at date of grant, except for the $18.375 exercise
price which was the fair market value during the first week of the 1994
fiscal year.
(3) Options are valued using Cox-Ross-Rubinstein Binomial Model, which is a
variation of the Black-Scholes Option Pricing Model using the following
assumptions:
</TABLE>
(i) an expected option term of seven years to exercise (based on estimated
prior experience);
(ii) interest rates of 5.42% for the December 2, 1993 grants and 7.61% for
the October 3, 1994 grant, based on the then quoted yield of Treasury
Strips maturing in seven years;
7
<PAGE>
(iii) dividends of $.6225 per share of Common Stock for the fiscal year
ending 1994, increasing thereafter by $0.03 per share per year; and
(iv) stock price volatility of 29.67% for the December 2, 1993 grants and
29.18% for the October 3, 1994 grant, based, in each case, upon the
monthly stock closing prices for the preceding 10 years.
No options were exercised by any of the six individuals named in the Summary
Compensation Table during fiscal 1994. The following table sets forth certain
information concerning the unexercised options held by such individuals at
December 3, 1994.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END AT FY-END
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE (1)
- --------------------------------------------------------------------- -------------------- --------------------
<S> <C> <C>
L. E. Gloyd.......................................................... 150,856/155,594 $ 878,594/179,610
L. P. Harnois........................................................ 116,688/0 433,401/0
N. E. Johnson........................................................ 26,875/34,375 104,357/50,007
R. A. Moreau......................................................... 48,204/37,734 245,512/69,491
D. J. Anderson....................................................... 12,106/17,119 53,616/28,923
W. F. Knese.......................................................... 24,256/14,619 132,239/27,048
<FN>
- ------------------------
(1) Based on the closing price of Common Stock as reported on the New York
Stock Exchange Composite Transactions on December 2, 1994, the last trading
date prior to the Company's non-business day fiscal year end close on
Saturday, December 3, 1994.
</TABLE>
PERFORMANCE SHARE PLAN
The Long Range Performance Award Plan (the "Performance Share Plan") is a
part of the Company's 1994 Incentive Plan, approved by the shareholders on March
31, 1994. It provides officers and key employees of the Company with the
opportunity to earn shares of Common Stock ("Performance Shares") and units
representing the market value of Common Stock ("Performance Units").
At the beginning of each 3-year Performance Cycle, executives are awarded a
number of Performance Shares and Performance Units determined by applying a
formula set by the Compensation Committee at the beginning of the Performance
Cycle. The total number of Performance Shares and Performance Units is obtained
by dividing a percentage of the mid-point of the base salary range of the
executive, ranging from 40% for the CEO to 15% for officers at the level of
Corporate Vice President, by the average closing price of a share of the
Company's Common Stock over a 30-day trading period prior to the award date.
Awards are in the ratio of three Performance Shares to two Performance Units, so
that approximately 60% of the total value of benefits available under the plan
is in stock and 40% is payable in cash to cover income taxes due on the total
award.
During the 3-year Performance Cycle, the executive receives dividends and is
entitled to vote the Performance Shares. In order for the executive to retain
all of the Performance Shares and Performance Units awarded, the Company must
attain prescribed financial targets over the Performance
8
<PAGE>
Cycle. If the performance targets have been met in full, the full number of
Performance Shares and Performance Units will be earned. If certain minimum
objectives are attained (currently established at 80% of the performance
target), 50% of the Performance Shares and Performance Units will be earned. If
performance over the Performance Cycle is between the minimum and the target
level, the number of Performance Shares and Performance Units earned will be pro
rated. No portion of the Performance Shares or Performance Units will be earned
if performance does not meet the minimum performance target. Further information
regarding the plan and the performance targets appears at page 13 in "Report of
the Compensation & Stock Option Committee".
The following table sets forth information regarding 1994 fiscal year awards
under the Performance Share Plan:
LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE BASED PLANS
OR OTHER --------------------------------
NUMBER OF SHARES, UNITS PERIOD UNTIL TARGET AND
NAME OR OTHER RIGHTS PAYOUT THRESHOLD MAXIMUM
- ----------------------- ---------------------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
L. E. Gloyd............ Performance Shares 3,640 3 Years 1,820 Shares 3,640 Shares
Performance Units 2,426 Cash equal to Cash equal to
value of 1,213 value of 2,426
Shares* Shares*
L. P. Harnois.......... Performance Shares 1,747 3 Years 873 Shares 1,747 Shares
Performance Units 1,165 Cash equal to Cash equal to
value of 582 value of 1,165
Shares* Shares*
N. E. Johnson.......... Performance Shares 1,747 3 Years 873 Shares 1,747 Shares
Performance Units 1,165 Cash equal to Cash equal to
value of 582 value of 1,165
Shares* Shares*
R. A. Moreau........... Performance Shares 1,747 3 Years 873 Shares 1,747 Shares
Performance Units 1,165 Cash equal to Cash equal to
value of 582 value of 1,165
Shares* Shares*
D. J. Anderson......... Performance Shares 931 3 Years 465 Shares 931 Shares
Performance Units 621 Cash equal to Cash equal to
value of 310 value of 621
Shares* Shares*
W. F. Knese............ Performance Shares 447 3 Years 223 Shares 447 Shares
Performance Units 298 Cash equal to Cash equal to
value of 149 value of 298
Shares* Shares*
<FN>
- ------------------------
* Based on the average closing price of Common Stock for the 30-day trading
period preceding November 30, 1996 as reported in the New York Stock Exchange
Composite Transactions.
</TABLE>
9
<PAGE>
RETIREMENT PLANS
Most employees of the Company and its subsidiaries, including the
individuals named in the Summary Compensation Table, are eligible to receive
benefits under the CLARCOR Inc. Pension Plan (the "Pension Trust"). The amount
of the Company's contribution to the Pension Trust in respect to a specified
person cannot be individually calculated. No Company contribution for fiscal
1994 was required.
The Pension Trust provides benefits calculated under a Social Security
step-rate formula based on career compensation. Benefits are payable for life
with a guarantee of 120 monthly payments. The formula accrues an annual benefit
each plan year equal to the sum of (a) plan year compensation up to age 65
covered compensation ($24,000 in fiscal 1995) in effect each December multiplied
by .012 plus (b) any excess of such plan year compensation over age 65 covered
compensation (subject to Internal Revenue limitations applicable to all
qualified retirement plans) multiplied by .0175. The aggregate of all annual
accruals plus the benefit accrued at November 30, 1989 under prior plans shall
be the amount of annual pension.
As of November 30, 1994, Messrs. Gloyd, Harnois, Johnson, Moreau, Anderson
and Knese had 8, 7, 4, 8, 4 and 15 years of service, respectively.
Estimated annual retirement benefits payable under the Pension Trust at
normal retirement (age 65) for Messrs. Gloyd, Harnois, Johnson, Moreau, Anderson
and Knese are $34,206, $22,576, $59,707, $64,600, $30,104 and $60,826,
respectively. Such annual retirement benefits are not subject to any reduction
for Social Security amounts. The estimated benefits were calculated assuming
that the participants would continue to accrue benefits at current wage levels
to normal retirement.
Effective December 1, 1983, the Company established a Supplemental
Retirement Plan, which was amended and restated effective December 1, 1994.
Messrs. Gloyd and Harnois are participants. The plan provides to each
participant a lifetime monthly benefit with payment commencing on such
participant's normal retirement date. This monthly benefit is an amount equal to
(a) 65% of the participant's average monthly compensation with respect to the
three consecutive fiscal years for which such participant received the highest
compensation, reduced by (b) the participant's monthly normal retirement benefit
provided by the Pension Trust and benefits earned during employment other than
by the Company. Estimated annual retirement benefits pursuant to the
Supplemental Retirement Plan payable at normal retirement (age 65), for Messrs.
Gloyd and Harnois are $330,496 and $172,185, respectively. Such annual
retirement benefits are not subject to any reduction for Social Security
amounts. Mr. Harnois elected early retirement and to receive the present value
of his benefits in lieu of annual payments under the Supplemental Retirement
Plan. See "-- Other Arrangements" below.
Effective December 1, 1994, the Company established two new retirement plans
for officers and senior executives of the Company. The 1994 Supplemental Pension
Plan is intended to preserve benefits lost by reason of the maximum limitations
on compensation and benefits imposed on tax qualified retirement plans by the
Internal Revenue Code of 1986. The 1994 Executive Retirement Plan replaces the
Supplemental Retirement Plan for executives other than those who were
participants in the 1983 Supplemental Retirement Plan, described above. The 1994
Executive Retirement Plan is similar in concept and benefit levels to the 1983
Supplemental Retirement Plan, except that a minimum of 15 years of service after
attainment of the age of 40 is required to earn a full benefit of 65% of
compensation at retirement. Messrs. Johnson, Moreau, Anderson and Knese are
participants in both new plans. Estimated total annual retirement benefits
pursuant to both the 1994 Supplemental
10
<PAGE>
Pension Plan and the 1994 Executive Retirement Plan payable at normal retirement
(age 65) for Messrs. Johnson, Moreau, Anderson and Knese are $113,003, $84,460,
$67,792 and $29,492, respectively. Such annual retirement benefits are not
subject to reduction for Social Security amounts.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Gloyd,
Harnois, Johnson, Moreau and Knese. These agreements become effective on a
"change of control" of the Company, which is defined to mean (i) the acquisition
by any person, entity or group (other than from the Company) of 15% or more of
the outstanding securities of the Company which are entitled to vote generally
in the election of directors; (ii) individuals who, at the date of the
employment agreement, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director after the date of the
employment agreements whose election or nomination was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board will be
considered as though such person was a member of the Incumbent Board; and (iii)
approval by the shareholders of the Company of a liquidation or dissolution of
the Company or the sale of all or substantially all of its assets or a
transaction in respect of which the persons who were shareholders of the Company
immediately prior to such transaction do not immediately thereafter own more
than 60% of the securities entitled to vote generally in the election of
directors of the entity resulting from such transaction.
The agreements provide that the Company agrees to employ these officers, and
the officers agree to remain in the employ of the Company, from the date of a
change of control to the earlier to occur of the third anniversary of such
change of control or the officer's normal retirement date at a rate of
compensation at least equal to the highest monthly base salary which the officer
was paid during the 36 calendar months immediately prior to the change of
control. In addition, during that period the Company agrees to provide employee
benefits which are the greater of the benefits provided by the Company to
executives with comparable duties or the benefits to which the officer was
entitled during the 90-day period immediately prior to the date of the change of
control. In the event that employment is terminated after a change of control,
the terminated officer is entitled to (i) receive his compensation at the rate
called for by the agreement for the remaining portion of the three year
employment term plus the estimated amount of any incentive compensation he would
have been entitled to had he remained in the employ of the Company for the
remainder of the employment period and (ii) continue to be treated as an
employee for the remainder of the three year term for the purpose of the
Company's pension, stock option, medical and other employee benefit plans. The
officer may elect to be paid a lump-sum severance payment equal to the amounts
he would have received in accordance with the preceding sentence. If any of such
agreements subjects the officer to excise tax under Section 4999 of the Internal
Revenue Code, the Company will pay such officer an additional amount calculated
so that after payment of all taxes, interest and penalties the officer retains
an amount of such additional payment equal to such excise tax. The agreements
define "termination" to mean termination of employment by the Company for
reasons other than death, disability, cause or retirement. "Termination" also
includes resignation by the officer after (a) an adverse change in the nature or
scope of his authorities, duties or responsibilities, as determined in good
faith by the officer or (b) a good faith determination by the officer that, as a
result of the change of control, he is unable to exercise the authority, power,
function and duties contemplated by the agreement.
OTHER ARRANGEMENTS
Mr. Harnois elected early retirement from the Company and resigned as an
officer of the Company effective December 1, 1994. In that regard the Company
agreed to (i) pay Mr. Harnois the present value of his benefits under the
Company's Supplemental Retirement Plan, (ii) continue
11
<PAGE>
coverages for Mr. Harnois under various Company group insurance plans until
December, 1996, (iii) make immediately exercisable all stock options granted to
Mr. Harnois, which options will expire on November 30, 1997, (iv) pay consulting
fees based on salary at the date of retirement and continuing until fiscal year
end 1995 to Mr. Harnois in regard to the completion of certain projects assigned
to Mr. Harnois, (v) transfer to Mr. Harnois a split-dollar life insurance policy
on his life owned by the Company, and (vi) continue to provide certain other
employee benefits until November 30, 1995.
On April 5, 1994 the Company loaned $137,500 to Mr. Norman E. Johnson, the
Company's Group Vice President -- Filtration Products, on an interest-free
basis. The loan was repaid in full on June 10, 1994. The loan was made pursuant
to the Company's Relocation Expense Policy and was used by Mr. Johnson to
purchase a home in connection with his relocation from Kearney, Nebraska to the
Company's headquarters in Rockford, Illinois.
Mr. Carl J. Dargene, a Director of the Company, is President, Chief
Executive Officer and Director of AMCORE Financial, Inc. ("AMCORE"). During 1994
AMCORE's subsidiary, AMCORE Investment Banking, Inc., provided investment
banking services to the Company, including advice regarding certain potential
acquisition candidates identified by the Company. AMCORE also acts as a trustee,
administrator or custodian for certain of the Company's employee benefit plans.
REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE
The Compensation & Stock Option Committee (the "Committee") is responsible
for determining the annual salary, short-term and long-term incentive
compensation, stock awards and other compensation of the executive officers. The
following report describes the policies and rationales of the Committee in
establishing the principal components of executive compensation during 1994.
The stated goals of the Committee's compensation philosophy for the
Company's Chief Executive Officer (CEO) and other executive officers of the
Company are as follows: to support the Company's mission statement and corporate
objectives; to attract and retain quality executives; to motivate individual
performance toward the goals of the Company; to maintain a pay-for-performance
philosophy; and to reward the enhancement of shareholder value.
Consistent with this philosophy, the Committee has established a
compensation program consisting of an annual base salary at an average level
generally designed to be consistent with the amounts paid to executives
occupying comparable positions in comparable companies; and the opportunity to
earn incentive compensation tied directly to the performance of the business,
their personal performance and the rewards obtained by the shareholders.
Information regarding base salaries and annual incentive compensation paid
by comparable companies was summarized for the Committee by independent
compensation consultants. These summaries were based upon published survey data
covering non-durable manufacturing companies in the size range of $200-$500
million in sales or upon other available survey data as to certain different
industry or size groups when the survey data covering non-durable manufacturing
companies in that size range was not available for a particular position. An
average of over 900 companies provided data to each of the three largest surveys
utilized in the consultant's review. Published compensation surveys typically
provide analyses of data and do not identify the specific compensation
information submitted by specific companies. The Committee notes that the
companies surveyed represent a broader cross section of corporate America than
those indicated in the Standard & Poor's Manufacturing Diversified Index, which
was used in preparing the performance graph set forth on page 16. Furthermore
the companies that make up the Standard & Poor's Manufacturing Diversified
12
<PAGE>
Index are significantly larger than CLARCOR (over $2 billion in average sales),
and although it may be useful to compare total shareholder return with those
companies, the Committee believes it is more appropriate to use comparably sized
companies when considering compensation levels.
The incentive compensation portion of executive compensation is comprised of
three elements: annual cash incentives, intermediate-term incentives, and
long-term incentives.
- ANNUAL CASH INCENTIVES
Annual cash incentives are payable to each executive upon the attainment
of financial targets by the Company, personal performance of the executive
and, where appropriate, attainment of financial goals of the operating unit
or units for which the executive has responsibility. If certain minimum
target results are not achieved, no annual incentive will be paid. If
targeted levels (which include objectives that are, in the judgment of the
Committee, reasonably difficult to attain) are attained, annual incentive
levels range from 45% of base salary for the CEO to 25% of base salary for
officers at the level of corporate vice president. If corporate and
executive performance materially exceed the target objectives, a maximum
annual incentive ranging from 70% of base salary in the case of the CEO to
40% of base salary in the case of a corporate vice president may be paid.
Of the total annual incentive available to the CEO, 70% is based on
attainment of corporate-wide net income and cash flow targets, and 30% is
based on attainment of individual objectives (some of which are quantitative
in nature). For the last fiscal year the Company exceeded its corporate net
income and cash flow targets under the annual incentive plan and, in fact,
the Company achieved record operating profits and a 23% increase in earnings
per share. The total amount of annual incentive earned by the CEO was 58% of
base salary.
- INTERMEDIATE-TERM INCENTIVE: PERFORMANCE SHARE PLAN
The Company has established the Performance Share Plan (which is
described in detail at Page 8 above under "Performance Share Plan") as an
intermediate term incentive plan. The number of Performance Shares and
Performance Units awarded to the CEO and the other most highly paid officers
of the Company are listed in the table on page 9.
The rationale for the Performance Share Plan is as follows: Unlike the
annual incentive plan, which provides an incentive for a specific year's
performance, the Performance Share Plan requires a sustained level of
corporate performance over a 3-year Performance Cycle. The plan provides
benefits that will vary directly with the market price of the Company's
Common Stock over the Performance Cycle. In addition, the executive receives
dividends on and is entitled to vote his or her Performance Shares. Both of
these attributes are designed to closely align the interests of
participating executives directly with those of the Company's shareholders.
For the Performance Period 1992-1994, 82% of the total performance
opportunity was earned, as a result of the Company's substantial attainment
of a goal based on return on assets. For the three year Performance Period
1994-1996 the Committee has established two new and aggressive goals: one
half of the award will be earned based upon attainment of an average return
on equity versus that of a comparator group, and the other half will be
earned based upon attainment of earnings per share growth versus performance
standards set by the Committee. The Committee has selected a group of 39
manufacturing companies with revenues averaging $360 million as the
comparator group for measuring the Company's comparative return on equity.
13
<PAGE>
- LONG-TERM INCENTIVE PLAN
The Company's long-term incentive plan includes the awarding of
nonqualified stock options to its senior and mid-level executives pursuant
to its 1984 Stock Option Plan and its 1994 Incentive Plan. Options granted
under the Plans have a 10-year life and, except with respect to certain
options granted on October 3, 1994, are exercisable at the market value of
the Common Stock on the date of grant. The benefits provided under the
Company's Plan will be directly related to increases in the value of the
Company to its shareholders, as measured by the trading price of the
Company's stock.
In determining the size of stock option awards, the Committee considered
market survey data and stock option grant information as reported in proxy
statements of 16 mid-to-large size manufacturing corporations, two of which
were included in the Standard and Poor's Manufacturing Diversified Index
(collectively, "market data"). In considering the option grants made on
December 2, 1993, the Committee reviewed a number of factors, the most
important of which was the Company's progress over the past 3-5 years in
attaining its long range goals and objectives. Other factors reviewed by the
Committee and deemed to be of relatively equal importance in relation to
each other included the nominal value of the stock option awards (market
price at time of grant multiplied by the number of shares granted) contained
in the market data, the Company's performance in the preceding fiscal year,
the executive's contributions to the Company's success, and, lastly, the
number of options awarded in prior years. In reviewing the market data, the
Committee noted that the sizes of options granted or other stock based
awards made did not follow a consistent pattern. However, on average, the
nominal value of stock option awards ranged from approximately one times
salary to over two times salary, depending upon the level of the officer
within the company. In each case, the size of the option awarded to the
Company's executives was equal to or less than the average nominal size
disclosed by the market data. In the case of the CEO, the nominal value of
stock option awards disclosed in market data ranged from zero to five times
base salary, with an average of 2.1 times. The Committee awarded an initial
stock option grant to the Company's CEO of 35,000 shares at an option price
of $18.25 (fair market value on the date of grant) which represented a
nominal value of 1.8 times base salary. The Committee also indicated that it
would consider an additional option award for the CEO if the Company should
attain its projected sales and earnings goals for the year. During the year,
the Company attained record sales and earnings per share results. In
addition, return on equity exceeded the 80th percentile ranking against a
group of 39 comparator companies established for purposes of the Performance
Share Plan. In consideration of these achievements, the Committee awarded an
additional 50,000 share option to the CEO at an exercise price of $18.375,
which was the fair market value of the Company's stock during the first week
of the fiscal year. The total nominal value of both the initial grant and
the additional grant was within the range of values disclosed by the review
of market data.
Stock options most recently granted are not exercisable during the first
three years after they are granted. Thereafter they become exercisable at
the rate of 25% per year and they are fully exercisable after the 6th
through 10th year of the option. These restrictions on exercise, together
with the 10-year life of the option, are consistent with the concept of the
Plan as providing an incentive to the executive to remain with the Company
for at least the vesting period of the option and to increase the value of
the Common Stock on a long-term basis.
During the year the Committee, with the consent of the Board of Directors,
approved certain changes in the Company's nonqualified supplemental retirement
plans for key officers. In general, the plans were amended and restated
effective December 1, 1994 to achieve the following objectives:
14
<PAGE>
(i) to simplify and clarify, without increasing the value of benefits, document
language that had been developed during the decade since the plan was adopted,
(ii) to replace any benefits lost due to the application of the newly imposed
$150,000 limit on the amount of compensation that may be considered under the
Company's tax qualified retirement plan, (iii) to provide a vehicle to award
adequate retirement benefits to current and future key officers of the Company,
who may be selected for plan participation by the Committee, particularly in the
case of those who may join the Company late in their career, and (iv) with
respect to future retirees, to provide a single sum or installment payment
option at retirement.
The Committee has considered the possible impact of Section 162(m) of the
Internal Revenue Code of 1986, which generally limits to $1,000,000 (with
several exceptions) the tax deduction available for compensation paid to a
person who is an executive listed in the Summary Compensation Table and who is
employed by the Company at the end of its fiscal year. The Committee has
attempted to preserve to the Company the maximum opportunity for obtaining
deductibility for all amounts paid to its officers by designing and
administering the Company's plans and programs in a way that is likely to meet
the proposed regulations that have been issued to date. However, the Committee
has reserved final decision on this issue pending the issuance of final
regulations.
The Committee believes that the key executive team of the Company will
receive appropriate rewards under this program of corporate incentives, but only
if they achieve the performance goals established for them and the Company and
if they succeed in building increased value for the Company's shareholders.
Compensation & Stock Option Committee
Don A. Wolf
J. Marc Adam
Carl J. Dargene
Richard A. Snell
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Dargene, President, Chief Executive Officer and Director of AMCORE
Financial, Inc. serves as a member of the Company's Board and a member of the
Company's Compensation & Stock Option Committee. Mr. Gloyd, Chairman, President,
Chief Executive Officer and Director of the Company serves as a member of the
Board and a member of the Compensation Committee of AMCORE Financial, Inc.
15
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
return on its Common Stock for a five year period (November 30, 1989 to December
3, 1994) with the cumulative total return of the S&P Composite 500 Stock Index
and the S&P Manufacturing Diversified Index.
TOTAL RETURN TO SHAREHOLDERS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, S&P COMPOSITE 500 INDEX AND
S&P MANUFACTURING DIVERSIFIED INDEX
[PERFORMANCE GRAPH OMITTED HERE PURSUANT TO REGULATION Section 232.304]
* Assumes that the value of the investment in the Company's Common Stock and
each index was $100 on November 30, 1989 and that all dividends were reinvested.
The reference points on the foregoing graph are as follows:
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLARCOR Inc...................................... $110.15 $160.20 $165.91 $177.18 $178.30
S&P Manu-Diversified............................. 97.15 115.15 134.69 162.18 165.98
S&P 500.......................................... 96.53 116.17 136.74 150.87 151.90
</TABLE>
The 1989 beginning measuring point was the market close on November 30,
1989, the last trading day before the beginning of the Company's fifth preceding
fiscal year. The closing measuring point for 1994 was December 2, 1994 for the
Company and the S & P Composite 500 Index based on the last New York Stock
Exchange trading date prior to the Company's Saturday, December 3, 1994 fiscal
year end. Because only month end figures are available for the S & P
Manufacturing Diversified Index, November 30, 1994 was used as a close for that
index.
16
<PAGE>
MISCELLANEOUS
AUDITORS
The Board of Directors has selected Coopers & Lybrand to audit the financial
statements of the Company for the fiscal year ending November 30, 1995. Coopers
& Lybrand has served as the Company's auditors for more than 20 years. The
shareholders will not be asked to approve this selection at the Annual Meeting.
A representative of Coopers & Lybrand will be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and respond to
appropriate questions.
OTHER BUSINESS
The Board of Directors has no knowledge of any matters, other than as set
forth in this Proxy Statement, upon which action is to be taken at the meeting.
In the event any such matters are brought before the meeting, the attorneys
named in the enclosed form of proxy will vote proxies received by them as they
deem best with respect to all such matters.
PROPOSALS OF SECURITY HOLDERS FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
Under the rules and regulations of the Securities and Exchange Commission,
any proposal which a shareholder of the Company intends to present at the Annual
Meeting of Shareholders to be held in 1996 and which such shareholder desires to
have included in the Company's proxy materials for such meeting, must be
received by the Company on or before October 26, 1995.
The Company's bylaws provide that nomination by a shareholder of a person
for election as a director and other proposals made by such shareholders for
action by the shareholders at any meeting of shareholders may be disregarded
unless proper notice of such nomination or proposal shall have been given to the
Secretary of the Company not less than 60 days nor more than 90 days prior to
the date of the meeting and certain other requirements are met. It is currently
expected that the 1996 Annual Meeting of Shareholders of the Company will be
held on March 28, 1996. Consequently, written notice of any such nomination or
proposal which a shareholder desires to make at the 1996 Annual Meeting must be
received by the Company no earlier than December 29, 1995 and no later than
January 28, 1996. A copy of the Company's bylaws may be obtained without charge
from the Secretary of the Company.
EXPENSE OF SOLICITATION OF PROXIES
The expense of solicitation of proxies, including printing and postage, will
be paid by the Company. In addition to the use of the mail, proxies may be
solicited personally, or by telephone, by officers and regular employees of the
Company. The Company has employed D. F. King & Co., Inc. to solicit proxies for
the Annual Meeting from brokers, bank nominees and other institutional holders.
The Company has agreed to pay $7,500, plus the out-of-pocket expenses of D. F.
King & Co., Inc., for these services. The Company will reimburse brokers and
other persons holding stock in their names, or in the name of nominees, for
their expenses for sending proxy material to principals and obtaining their
proxies.
By Order of the Board of Directors
MARSHALL C. ARNE
SECRETARY
Rockford, Illinois
February 23, 1995
17
<PAGE>
CLARCOR Inc. PROXY/VOTING INSTRUCTION CARD
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MARCH 30, 1995.
The undersigned hereby appoints J. MARC ADAM and DON A. WOLF, or any one or more
of them, acting alone if only one shall be present, or jointly if more than one
shall be present, the true and lawful attorneys of the undersigned, with power
of substitution, to vote as proxies for the undersigned at the Annual Meeting of
Shareholders of CLARCOR Inc. to be held at The University of Illinois College of
Medicine at Rockford, 1601 Parkview Ave., Rockford, Illinois 61107, on Thursday,
March 30, 1995 at 6:00 P.M., Central Standard Time, and all adjournments
thereof, all shares of Common Stock which the undersigned would be entitled to
vote and all as fully and with the same effect as the undersigned could do if
then personally present. IF A VOTE IF NOT SPECIFIED, SAID PROXIES WILL VOTE FOR
THE NOMINEES FOR ELECTION AS DIRECTORS NAMED BELOW.
Receipt is acknowledged of the Company's Annual Report to Shareholders for the
fiscal year ended December 3, 1994, and the Notice and Proxy Statement for the
above Annual Meeting.
Election of Directors--Nominees are:
Carl J. Dargene, Lawrence E. Gloyd and Richard A. Snell
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTOR'S RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 5086
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR the nominees for election as directors named in this proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.
1. Election of Directors FOR WITHHELD
(See Reverse)
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
SIGNATURE(S) DATE
------------------------------------------------ ---------------
NOTE: Please date and sign as name appears hereon. If shares are held jointly or
by two or more persons, each shareholder named should sign. Executors,
administrators, trustees, etc. should so indicate when signing. If the
signer is a corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign in partnership name by
authorized person.
