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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Courier Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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COURIER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 2000
To the Stockholders of
COURIER CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of COURIER CORPORATION (the "Corporation") will be held at the
Boston University Corporate Education Center, 72 Tyng Road, Tyngsboro,
Massachusetts, at ll:00 A.M. on Thursday, January 20, 2000 for the following
purposes:
1. To elect three Class B Directors to hold office for a term of
three years and until their respective successors shall be elected
and shall have qualified;
2. To ratify and approve the selection by the Board of Directors of
Deloitte & Touche LLP as independent public accountants for the
Corporation for the current fiscal year ending September 30, 2000;
and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 22,
1999 as the record date for the determination of the stockholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments or
postponements thereof.
By order of the Board of Directors,
F. BEIRNE LOVELY, JR., CLERK
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 10, 1999
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, IT WOULD BE APPRECIATED IF YOU
WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
PROXY STATEMENT
COURIER CORPORATION
15 WELLMAN AVENUE
NORTH CHELMSFORD, MASSACHUSETTS 01863
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 2000
NATURE OF SOLICITATION
This Proxy Statement is furnished in connection with and accompanies a
Proxy for and Notice of Annual Meeting of Stockholders (the "Notice") of Courier
Corporation (the "Corporation" or "Courier"), to be held January 20, 2000 at
ll:00 A.M. at the Boston University Corporate Education Center, 72 Tyng Road,
Tyngsboro, Massachusetts, for the purposes set forth in said Notice. The
solicitation is made on behalf of the Board of Directors of the Corporation.
This Proxy Statement and the accompanying Notice and Proxy Card (the
"Proxy") are first being sent to stockholders on or about December 10, 1999. The
Board of Directors has fixed the close of business on November 22, 1999 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date").
The cost of preparing, assembling and mailing the Proxy and Notice and
this Proxy Statement and of soliciting Proxies is to be borne by the
Corporation. In addition to the use of the mails, solicitation may be made by
telephone and personally by employees and Directors of the Corporation.
Corporate Investor Communications, Inc. has been hired by the Corporation to act
as a distribution agent and solicitor only with respect to record holders who
are brokers, dealers, banks or other entities that exercise fiduciary powers in
nominee name or otherwise, at a fee of approximately $3,500. The Corporation
will also bear the expense of banks, brokers and other fiduciaries or nominees
who may forward Proxies and proxy material to beneficial owners of shares held
of record by such holders of record.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it prior to the exercise of the powers conveyed by it by filing
with the Clerk of the Corporation a written revocation or duly executed Proxy
bearing a later date or by attending the Annual Meeting and voting in person.
Unless a Proxy is revoked, the shares represented thereby will be voted at the
Annual Meeting or at any adjournment thereof in the manner hereinafter
described.
The Annual Report of the Corporation for the fiscal year ended
September 25, 1999 including financial statements for the fiscal year ended
September 25, 1999, is being mailed to stockholders concurrently with this Proxy
Statement.
VOTING SECURITIES
As of the Record Date, the securities outstanding and entitled to vote
at the Annual Meeting consist of 3,258,104 shares of Common Stock, par value $1
per share, of the Corporation (the "Common Stock"). Only holders of record at
the close of business on November 22, 1999 will be entitled to vote at the
meeting. Each stockholder is entitled to one vote, in person or by proxy, for
each share held. A majority in interest of all shares of Common Stock issued,
outstanding and entitled to vote at the meeting constitutes a quorum for the
meeting (1,629,053 shares). Abstentions and broker non-votes shall be counted in
determining the number of shares present at the meeting.
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A plurality of votes properly cast for the election of Directors by
stockholders attending the meeting in person or by proxy will elect Directors to
office. A majority of votes properly cast at the meeting is required for
approval of other matters presented at the meeting, unless a larger vote is
required by law, or by the Corporation's Articles of Organization or By-Laws.
Abstentions and broker non-votes will not be counted as votes cast at the
meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 22, 1999, the ownership
of Common Stock of the Corporation by each Director, by each executive officer
named in the Summary Compensation Table below (each a "Named Executive
Officer"), by all Directors and executive officers of the Corporation as a
group, and by any person or group known to the Corporation to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. The number of
shares beneficially owned by each person and entity is determined according to
the rules of the Securities and Exchange Commission (the "Commission"), and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual or entity has sole or shared voting power or investment power and
also any shares which the individual or entity has the right to acquire within
sixty days of November 22, 1999 through the exercise of an option or similar
right. Except as noted below, each holder has sole voting and investment power
with respect to all shares of Common Stock listed as owned by such person or
entity.
<TABLE>
<CAPTION>
Number of Shares
Beneficially % of Shares
Name Owned (1)(2)(3) Outstanding
---- --------------- -----------
<S> <C> <C>
James F. Conway III 345,225 (4) 10.5%
Kathleen Foley Curley 4,650 0.1%
Richard K. Donahue 16,800 0.5%
Edward J. Hoff 101,586 3.2%
Arnold S. Lerner 11,577 (5) 0.4%
Charles E. Otto 12,600 0.4%
W. Nicholas Thorndike 24,900 1.0%
George Q. Nichols 16,306 1.0%
Robert P. Story, Jr. 81,748 (6) 2.5%
Thomas G. Osenton 45,690 1.4%
Peter M. Folger 14,291 0.4%
All Directors and Executive Officers
as a Group (11 persons) 675,373 19.8%
Courier Employee Stock Ownership Plan 177,181 (7) 5.4%
The Killen Group, Inc. 217,693 (8) 6.7%
T. Rowe Price Associates, Inc. 234,000 (9) 7.2%
Kennedy Capital Management 173,300 (10) 5.3%
</TABLE>
(1) The information concerning the amount of Common Stock of the Corporation
beneficially owned by each of the Directors and executive officers was furnished
to the Corporation by each such Director or executive officer.
(2) Includes shares subject to options exercisable within sixty days as
follows: Mr. Conway, 28,000; Ms. Curley, 1,600; Mr. Donahue, 13,800; Mr. Hoff,
21,600; Mr. Otto, 9,000; Mr. Thorndike, 4,800; Mr. Story, 24,242; Mr. Osenton,
39,882; Mr. Folger, 8,140; and all Directors and executive officers as a group,
154,964. For purposes of calculating the percentage of shares outstanding with
respect to each individual and the group, the shares subject to such options
have been treated as if they were issued and outstanding only as to such
individual or group.
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(3) Includes shares allocated to individual accounts in the Courier Employee
Stock Ownership Plan (the "ESOP") as follows: Mr. Conway, 2,444; Mr. Nichols,
2,628; Mr. Story, 1,739; Mr. Osenton, 308; and Mr. Folger, 1,126.
(4) Includes 174,226 shares owned by the James F. Conway, Jr. Trusts of which
Mr. Conway III is a trustee with shared voting and investment power as to these
shares. Mr. Conway's address is c/o the Corporation, 15 Wellman Avenue, North
Chelmsford, MA 01863.
(5) Includes 1,500 shares owned by Mr. Lerner's wife and 7,500 shares owned by
Mr. Lerner's adult children, as to which shares Mr. Lerner disclaims beneficial
ownership.
(6) Includes 1,200 shares owned by Mr. Story's wife, as to which shares Mr.
Story disclaims beneficial ownership.
(7) Includes 8,245 shares allocated to individual ESOP accounts for Named
Executive Officers. See (3). Boston Safe Deposit and Trust Company is the
trustee under the trust agreement relating to the ESOP. The ESOP's address is
c/o the Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.
(8) Based upon information provided by The Killen Group, Inc. ("Killen Group")
as of November 22, 1999. Killen Group is an investment adviser with sole voting
and investment power as to 124,815 of these shares. The clients of Killen Group
exercise sole voting and investment power as to the remaining 92,878 shares held
in the portfolios. The address for Killen Group is 1189 Lancaster Avenue,
Berwyn, PA 19312.
(9) Based upon information provided by T. Rowe Price Associates, Inc. as of
November 22, 1999. These shares are owned by T. Rowe Price Small Cap Value Fund,
for which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment adviser with power to direct investments. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Price Associates
is deemed to be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities. The address for Price Associates is 100 East Pratt Street,
Baltimore, MD 21202.
(10) Based upon information provided by Kennedy Capital Management ("Kennedy
Capital") as of November 22, 1999. Kennedy Capital is an investment adviser with
sole investment and voting power as to all of the 173,300 shares held in their
portfolios. The address for Kennedy Capital is 10829 Olive Boulevard, St.
Louis, Missouri 63141.
ITEM 1: ELECTION OF DIRECTORS
Pursuant to the By-Laws, the Corporation's directorships are divided
into three classes, consisting of Class A, Class B and Class C Directors. The
term of each directorship is three years and the terms of the three classes are
staggered in such a manner that only one class is elected in any one year. Three
Class B Directors are to be elected at the 2000 Annual Meeting. Each of the
three Class B Directors will serve until the 2003 Annual Meeting and until his
or her successor shall have been elected and shall have qualified or until his
or her earlier death, incapacity, resignation or removal. It is proposed that
Proxies not limited to the contrary will be voted to elect James F. Conway III,
W. Nicholas Thorndike and Kathleen Foley Curley as Class B Directors. Messrs.
Conway and Thorndike and Ms. Curley are presently Class B Directors having terms
expiring at the 2000 Annual Meeting. If some unexpected occurrence should make
necessary, in the judgement of the Board of Directors, the substitution of some
other person for any of the nominees, it is the intention of the persons named
in the Proxy to vote for the election of such other person as may be designated
by the Board of Directors.
Messrs. Conway and Thorndike and Ms. Curley were previously elected by
the stockholders.
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NOMINEES FOR ELECTION AS CLASS B DIRECTORS
JAMES F. CONWAY III -- Mr. Conway, age 47, has been a Director of the
Corporation since 1988. Mr. Conway was elected Chairman of the Corporation on
September 22, 1994 and continues as President and Chief Executive Officer. He
had been Acting Chairman, President and Chief Executive Officer since December
1992, and President and Chief Operating Officer from 1988 to 1992. He is a
Director of Enterprise Bank and Trust Company. If elected, Mr. Conway will serve
as a Class B Director until the 2003 Annual Meeting.
W. NICHOLAS THORNDIKE -- Mr. Thorndike, age 66, has been a Director of the
Corporation since 1989. He serves as a Corporate Director or Trustee of a number
of organizations, including Bradley Real Estate, Inc., Providence Journal
Company, Eastern Utilities Associates, The Putnam Funds and Cabot Industrial. He
has also served as a Trustee of Massachusetts General Hospital from 1969 to 1999
and now serves as Honorary Trustee, and was the Chairman of the Board from 1987
to 1992 and President from 1992 to 1994. Until December 1988, he was Chairman
and Managing Partner of Wellington Management Company. If elected, Mr. Thorndike
will serve as a Class B Director until the 2003 Annual Meeting.
KATHLEEN FOLEY CURLEY -- Ms. Curley, age 48, has been a Director of the
Corporation since February 1995. She has been Director of Research at Lotus
Institute since 1996. She was an Associate Professor at Northeastern University
College of Business Administration in Management Information Systems between
1986 and 1997. Prior to her association with Northeastern University, she was a
visiting scholar at MIT Center for Information Systems Research and an
instructor at the Harvard Graduate School of Business Administration. Ms. Curley
is a Director and member of the Board of Trustees of Arthur D. Little, School of
Management. If elected, Ms. Curley will serve as a Class B Director until the
2003 Annual Meeting.
DIRECTORS CONTINUING IN OFFICE
The following persons are incumbent Directors and have unexpired terms
as Class A and Class C Directors as indicated.
RICHARD K. DONAHUE -- Mr. Donahue, age 72, has been a Director of the
Corporation since June 1995. He is Vice Chairman of NIKE, Inc. of Beaverton,
Oregon and a member of the NIKE Board of Directors since 1977. He previously
served as President and Chief Operating Officer of NIKE, Inc. from 1990 to 1994.
He is a partner in the law firm of Donahue & Donahue. Mr. Donahue was previously
elected as a Class A Director to serve until the 2002 Annual Meeting.
EDWARD J. HOFF -- Mr. Hoff, age 44, has been a Director of the Corporation
since 1989. He is President of Leadership Development Inc., a management
development firm, since 1998. He is a Partner at The Center for Executive
Development since 1992. Mr. Hoff was previously elected as a Class A Director to
serve until the 2002 Annual Meeting.
ROBERT P. STORY, JR. -- Mr. Story, age 48, has been a Director of the
Corporation since February 1995. He is Senior Vice President and Chief Financial
Officer of Courier Corporation as well as Director of Courier's book
manufacturing operations. He joined Courier in 1986 as Vice President and
Treasurer and was elected Senior Vice President and Chief Financial Officer in
April 1989. Mr. Story was previously elected as a Class A Director to serve
until the 2002 Annual Meeting.
ARNOLD S. LERNER -- Mr. Lerner, age 69, has been a Director of the
Corporation since 1989. He is a partner in six radio stations in the Northeast
and a Director, Vice Chairman and Clerk of Enterprise Bank and Trust Company.
Mr. Lerner was previously elected as a Class C Director to serve until the 2001
Annual Meeting.
CHARLES E. OTTO -- Mr. Otto, age 58, has been a Director of the
Corporation since 1987. He is a consultant and a retired Corporate Officer and
Senior Vice President, Field Operations, United States Marketing Group of Xerox
Corporation. Mr. Otto was previously elected as a Class C Director to serve
until the 2001 Annual Meeting.
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GEORGE Q. NICHOLS -- Mr. Nichols, age 70, has been a Director of the
Corporation since March 1995. He is Senior Vice President of Courier Corporation
and President of National Publishing Company, a wholly-owned subsidiary of
Courier Corporation. He has held this position since 1976. Mr. Nichols was
previously elected as a Class C Director to serve until the 2001 Annual Meeting.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Corporation held a total of 10 meetings
during the fiscal year ended September 25, 1999.
The Board of Directors has an Audit and Finance Committee and a
Compensation and Management Development Committee. The Corporation has no
Nominating Committee.
The Audit and Finance Committee (the "Audit Committee") consists of
Messrs. Donahue, Hoff, Lerner, Otto and Thorndike, and Ms. Curley, with Mr.
Lerner serving as Chairman. The functions of the Audit Committee include
recommendation of independent public accountants for the Corporation;
consultation with the Corporation's independent public accountants regarding the
plan of audit; review, in consultation with the independent public accountants,
of their report of audit and accompanying management letter; review of reports
and recommendations of the Corporation's internal auditor; and consultation with
the independent public accountants regarding the adequacy of internal accounting
controls. The Audit Committee held two formal meetings during the last fiscal
year. A part of each meeting was held with representatives of the Corporation's
independent public accountants outside of the presence of management.
The Compensation and Management Development Committee (the
"Compensation Committee") consists of Messrs. Donahue, Hoff, Lerner, Otto and
Thorndike, and Ms. Curley, with Mr. Hoff serving as Chairman of the Committee.
The Compensation Committee administers the Company's executive compensation
programs and approves the compensation of executive officers. The Compensation
Committee held two formal meetings during the last fiscal year.
Each Director attended at least 75% of the total number of meetings
held by the Board of Directors and any committees on which he or she served
during fiscal year 1999, with the exception of Edward J. Hoff, who attended an
aggregate of 7 of 12 Board and committee meetings.
DIRECTORS' COMPENSATION
The Corporation pays its non-employee Directors (Messrs. Donahue, Hoff,
Lerner, Otto and Thorndike and Ms. Curley) an annual retainer of $16,000 and
meeting fees of $1,000 per meeting of the Board of Directors and $800 per
meeting for any committee meetings of the Board of Directors attended. The
Corporation pays annual retainer fees to non-employee Directors who serve as
Chairmen of committees of the Board of Directors as follows: Compensation
Committee, $10,000 and Audit Committee, $5,000. Non-employee Directors are
allowed, at their election, to receive all or one-half of their annual retainer
fees for services as Directors and as Chairmen of Committees in the form of
stock options pursuant to the Deferred Income Plan discussed below.
1989 DEFERRED INCOME STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The 1989 Deferred Income Stock Option Plan for Non-Employee Directors
(the "Deferred Income Plan") provides for the issuance of stock options for
shares of the Corporation's Common Stock to each non-employee Director of the
Corporation who elects to receive such options in lieu of 50 percent or 100
percent of each annual retainer receivable by him or her for services as a
Director and as a Chairman of a Committee of the Board of Directors. Elections
under the Deferred Income Plan may be made only as to compensation paid for
services rendered six months after the date of the election. Options are granted
on the first day of each fiscal year, or in the case of a newly elected
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Director, on the first day of the seventh month after his or her election to
participate (the "Grant Date") or on the effective date of any retainer
increase.
The per share exercise price for each option granted pursuant to the
Deferred Income Plan is $5 less than the average of the closing sales price per
share of Common Stock for the five consecutive trading days next preceding the
Grant Date of the option, but in no event less than $1 per share. The exercise
price is payable in cash, or in shares of Common Stock, or a combination of the
two. The number of shares of Common Stock for which options will be granted to a
participating Director as of any Grant Date is one-fifth of the dollar amount by
which his or her stipend is reduced on account of his or her election to
participate in the Deferred Income Plan.
Each option granted under the Deferred Income Plan is exercisable on
and after its Grant Date to the extent of 25% of the total number of shares
subject to the option. Provided that the optionee is then serving as a Director,
an option becomes exercisable as to an additional 25% of the shares subject to
the option on and after each January 1, April 1 and July 1 next following its
Grant Date. Each option granted under the Deferred Income Plan expires five
years after its Grant Date. Unexpired options held by a participating Director
at the termination of his or her service as a Director may be exercised, to the
extent they had become exercisable before such termination, within three months
after the date of such termination. Unexpired options held by a participating
Director at his or her death may be exercised within one year after his or her
death by his or her personal representative, to the extent they had become
exercisable before his or her death.
The Board of Directors has no authority under the Deferred Income Plan
to select optionees or to set the number of shares covered by an option or the
exercise price of an option, but subject to the foregoing limitations the Board
may administer and construe the Deferred Income Plan and the stock option
agreements pursuant to the Deferred Income Plan. On November 5, 1998, the Board
of Directors voted to extend the term of the plan indefinitely and received
approval from the shareholders at the 1999 Annual Meeting.
Of the six persons currently eligible to participate in the Deferred
Income Plan, Messrs. Donahue, Hoff, Lerner, Otto and Thorndike and Ms. Curley
have elected to participate. Options for 3,200 shares to each of Messrs.
Donahue, Otto and Thorndike and Ms. Curley, and for 5,200 shares to Mr. Hoff
were granted on October 1, 1998 at an exercise price of $15.75 per share.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Compensation Committee ("the Committee") is comprised entirely of
non-employee, independent members of the Board of Directors. It is the
responsibility of the Committee to review the performance and set the
compensation of the Chief Executive Officer; and to review and approve all
compensation arrangements for executive officers, including cash compensation,
stock awards, employment/severance agreements and special benefits, where
applicable. Actions by the Committee are periodically reported to and, in
appropriate cases, ratified by the Board.
The Committee approved the Executive Compensation Program in 1994 for
all executives, and the program was continued in 1999. An independent
compensation consultant was retained to assist the Corporation in evaluating the
Executive Compensation Program to ensure it continued to match directly the
strategy and organizational focus that the Corporation has established for
achieving competitive success, higher profits and maximizing shareholder
returns.
PHILOSOPHY
The Executive Compensation Program is designed to:
- attract and retain high quality management talent and to motivate
them to build and sustain value for shareholders,
- provide aggregate compensation opportunities that, when
performance goals are achieved, will be comparable to those
provided by other companies with revenues and operating
characteristics similar to the Corporation, and
- establish for employees in management positions a significant
risk/reward compensation structure through incentive pay plans.
EXECUTIVE COMPENSATION PROGRAM
The executive compensation program consists of four compensation
components that together comprise a total compensation amount established for
each executive officer. In determining total compensation amounts, the
Corporation reviews compensation survey data of other companies of a similar
revenue size, in similar markets as the Corporation, and in regional areas in
which the Corporation competes for executive talent. There is no special attempt
to set total compensation of executive officers to particular levels (e.g.,
median, salary midpoint, etc.) within the survey data. It is the opinion of the
Committee that when performance targets are achieved, total compensation earned
by executive officers will reach a level competitive with other executive
officers in companies with similar size and characteristics.
Total compensation is comprised of base salary, an annual cash bonus, a
long-term stock incentive, and a long-term performance incentive.
Base Salary - Increases in base salaries for fiscal 1999 ranged from 4%
to 15% for executive officers.
Annual Cash Bonus - The Committee approves annual cash bonus targets
and the performance targets upon which the bonus will be earned by executive
officers at the beginning of the fiscal year. At least one-third of the annual
cash bonus for all executive officers is based upon the achievement of corporate
earnings targets. Some executive officers may also have a portion of their
annual cash bonus based upon achievement of individual business unit earnings
targets. If the annual cash bonus is based on both corporate and individual
business unit earnings, the weighting given to the corporate measure ranges from
34% to 50% depending upon the position of the executive officer; the weighting
given to the individual business unit measures, therefore, ranges from 50% to
66%. No annual cash bonus is earned unless
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minimum earnings thresholds are achieved. The maximum that may be earned is 200%
of the annual cash bonus target when earnings targets are exceeded by specified
amounts.
In 1999, the corporate earnings target was exceeded. All executives
earned 175% of the portion of their annual cash bonus which was based upon the
corporate earnings measure. Executive officers earned from 0% to 200% of the
portion of their annual cash bonus based on individual business unit earnings.
Long-Term Stock Incentive - The Long-Term Stock Incentive represents a
value, in terms of compensation, which is earned by executives through a
combination of a stock option award and a cash award based upon Total
Shareholder Return (TSR). The Committee believes that stock options and awards
based on TSR are a valuable method of tying executives' performance to the
creation of shareholder value over the long-term since the full benefit of the
total compensation package cannot be realized unless an appreciation in the
price of Common Stock of the Corporation occurs over a number of years. Stock
options for fiscal 1999 were awarded at the end of fiscal 1998. The stock option
awards, which vest over a three-year period, were granted to executive officers
with an option exercise price equal to the fair market value, except in the case
of the Chief Executive Officer's award which was 110% of the fair market value,
of the Corporation's Common Stock as of the date of the awards. The Committee
believes in encouraging share ownership by executives. Therefore, the number of
shares and/or options currently held by executive officers is not a factor in
determining individual option awards.
The portion of the executive officers' Long-Term Stock Incentive which
is comprised of a cash award may be earned over a period of time up to 5 years
based upon the Corporation meeting or exceeding its peer group TSR. A portion of
the award may be earned annually based upon achieving an annual TSR measure; and
beginning with the third through fifth year, up to the full award may be earned
based upon achieving a cumulative TSR measure. Awards are paid following the
close of the fiscal year in which they are earned. Any unearned portion of the
award after five years is forfeited. In 1999, Courier Corporation's three-year
cumulative total shareholder return exceeded the three-year cumulative total
shareholder return of its peer group; and Courier Corporation's one-year total
shareholder return exceeded the one-year total shareholder return of its peer
group. Executives earned the remaining 50% of their cash award potential under
the fiscal 1997 Long-Term Stock Incentive (the other 50% of the fiscal 1997
award having been earned and paid out in 1997 and 1998) and earned 25% of their
cash award potential under the fiscal 1998 and fiscal 1999 Long-Term Stock
Incentive. Award payouts were made as of the close of fiscal 1999.
Long-Term Performance Incentive - The Long-Term Performance Incentive
is earned by executive officers based upon the Corporation achieving specific
return on asset (ROA) targets each year within a three-year performance period.
If the target is missed in any of the three years, a portion of the award is
forfeited. Amounts earned under the plan are not paid until the end of the
three-year performance period. The ROA target for the first year of the 1999
Long-Term Performance Incentive was achieved, and the earned award will be paid
following the close of the 2001 fiscal year. The ROA target for the second year
of the 1998 Long-Term Performance Incentive was achieved for 1999, and the
earned award will be paid following the close of the 2000 fiscal year. The ROA
target for the third year of the 1997 Long-Term Performance Incentive was
achieved for 1999. Executives earned, in total, 100% of the 1997 Long-Term
Performance Incentive award, and the payouts were made as of the close of fiscal
1999.
CHIEF EXECUTIVE OFFICER PAY
At the beginning of the fiscal year the Committee set Mr. Conway's
total compensation for 1999. Compensation survey data of Chief Executive
Officers of companies of similar revenue size and in similar markets as the
Corporation were used as a guide for determining Mr. Conway's 1999 total
compensation.
Mr. Conway's 1999 total compensation is comprised of a base salary, the
annual cash bonus, the Long-Term Stock Incentive, and the Long-Term Performance
Incentive. Mr. Conway's base salary was increased in 1999 by 15%. Mr. Conway's
annual cash bonus was based solely upon achieving corporate earnings targets.
Since the corporate earnings target was exceeded, Mr. Conway earned 175% of his
1999 bonus potential. Mr. Conway's 1999 Long-Term
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Stock Incentive was comprised of a combination of a stock option award, which
was granted to Mr. Conway at the end of fiscal year 1998, and a cash award based
upon Total Shareholder Return (TSR). The stock option award, which vests over a
three-year period, was granted at an option price equal to 110% of the fair
market value of the Corporation's Common Stock as of the date of the award.
Since the Long-Term Stock Incentive is a component of the total compensation
established for Mr. Conway by the Committee, a recognized stock option pricing
model was used to determine the number of shares that corresponded to a specific
amount of compensation. Therefore, the number of option shares awarded was not
based on the number of shares currently held by Mr. Conway. In 1999, Mr. Conway
earned the remaining 50% of his award potential under the fiscal 1997 Long-Term
Stock Incentive (the other 50% of the fiscal 1997 award having been earned and
paid out in 1997 and 1998) because Courier Corporation's three-year cumulative
total shareholder return exceeded the three-year cumulative total shareholder
return of its peer group in fiscal 1999. Mr. Conway earned 25% of the fiscal
1998 and fiscal 1999 Long-Term Stock Incentive cash awards because Courier
Corporation's one-year total shareholder return exceeded the one-year total
shareholder return of its peer group in fiscal 1999. The payouts were made as of
the close of fiscal 1999. Mr. Conway earned a portion of the fiscal 1997, 1998,
and 1999 Long-Term Performance Incentive, as described above, by achieving
specific return on assets targets. The award earned under the fiscal 1997
Long-Term Performance Incentive, which represented 100% of the total award that
could be earned, was paid as of the close of fiscal 1999.
TAX LAW CHANGES
In 1993, the tax laws were amended to limit the deduction a
publicly-held company is allowed for compensation paid in 1994 and thereafter to
the chief executive officer and to the four most highly compensated executive
officers other than the chief executive officer. Generally, amounts paid in
excess of $1 million to a covered executive, other than performance-based
compensation, cannot be deducted. In this regard, the Committee must determine
whether any actions with respect to this new limit should be taken by the
Corporation. At this time, it is not anticipated that any executive officer of
the Corporation will receive any such compensation in excess of this new limit
during 1999. At the recommendation of the Committee, the Board of Directors
voted on November 27, 1995 to amend the 1993 Stock Incentive Plan to comply with
Section 162(m) of the Internal Revenue Code. The Committee will continue to
monitor this situation and will take additional actions if it is warranted in
the future.
CLOSING
The Committee believes that the executive compensation program
implemented for 1999 successfully tied executive compensation to the achievement
of significant corporate earnings, attainment of strategic goals, and increased
shareholder value.
Kathleen Foley Curley Arnold S. Lerner
Richard K. Donahue Charles E. Otto
Edward J. Hoff W. Nicholas Thorndike
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table (the "Summary Compensation Table") sets forth
information concerning compensation paid for the last three fiscal years to the
Corporation's Chief Executive Officer and each of its four other most highly
compensated executive officers serving at the end of the fiscal year ended
September 25, 1999 (collectively, the "Named Executive Officers") whose total
annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
---------------------------------- -------------------------------
Other Restricted
Annual Stock LTIP All Other
Name and Compensation Awards Options/ Payouts Compensation
Principal Position Year Salary($) Bonus($) ($) ($) SARs (#) ($) ($)(1)
- ------------------ ---- --------- ------- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. F. Conway III 1999 310,000 210,000 0 0 0 134,298 25,937
Chairman, President 1998 259,615 137,500 113,222 0 6,000 146,770 47,414
and Chief Executive 1997 249,231 131,250 17,250 0 6,000 68,000 15,297
Officer
G. Q. Nichols 1999 265,000 277,675 0 0 0 40,000 44,277
Corporate Senior Vice 1998 240,000 179,700 0 0 0 41,000 93,787
President and President 1997 230,000 164,725 4,312 0 0 20,000 15,801
of National Publishing
Company
R. P. Story, Jr. 1999 238,077 105,000 0 0 0 102,283 18,770
Senior Vice President 1998 209,616 85,500 0 0 5,000 79,216 27,910
and Chief Financial 1997 199,615 114,000 4,312 0 4,500 32,888 9,930
Officer
T. G. Osenton 1999 222,885 50,575 0 0 0 75,678 13,555
Senior Vice President 1998 204,808 31,875 0 0 4,000 63,544 27,577
and Chief Marketing 1997 200,000 37,500 0 0 3,750 32,250 10,221
Officer
P. M. Folger 1999 129,616 61,250 0 0 0 21,162 9,316
Vice President 1998 119,808 37,500 0 0 1,500 15,126 8,552
and Controller 1997 114,808 31,250 2,156 0 1,500 5,953 8,170
</TABLE>
(1) Includes payments made during fiscal 1999 under the Corporation's 1989
Incentive Program for Purchase of Courier Stock by executive officers as
follows: Mr. Osenton, $179. Also includes profit sharing contributions by the
Corporation to individual accounts in the Profit Sharing and Savings Plan
("PSSP") in fiscal year 1999 as follows: Mr. Conway, $6,400; Mr. Nichols,
$13,600; Mr. Story, $6,400; Mr. Osenton, $5,600; and Mr. Folger, $6,400. Also
includes matching contributions by the Corporation to individual 401(k) accounts
in the PSSP in fiscal year 1999 as follows: Mr. Conway, $2,400; Mr. Nichols,
$2,634; Mr. Story, $2,583; Mr. Osenton, $2,441; and Mr. Folger, $2,455. Also
includes the value of stock allocations to the individual accounts in the ESOP
in fiscal 1999 as follows: Mr. Conway, $1,019; Mr. Nichols,
10
<PAGE>
$1,091; Mr. Story, $728; Mr. Osenton, $121; and Mr. Folger, $461. Also includes
amounts credited under the Courier Corporation Deferred Compensation Program in
fiscal 1999 as follows: Mr. Conway, $16,118; Mr. Nichols, $26,952; Mr. Story,
$9,059; and Mr. Osenton, $5,214.
OPTION GRANTS IN LAST FISCAL YEAR
Option awards for fiscal 1999 were granted at the end of fiscal 1998 on
September 24, 1998 and reported in the option grants table in last year's proxy
statement. There were no options granted to any of the Named Executive Officers
during the fiscal year ended September 25, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table shows each stock option exercised during the fiscal
year ended September 25, 1999 by each of the Named Executive Officers and the
year-end value of unexercised options on an aggregated basis.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End (#) at Fiscal Year End ($) (1)
----------------------------- ----------------------------
Shares Acquired Value
Name On Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. F. Conway III 29,550 253,462 28,000 8,000 360,830 50,620
G. Q. Nichols 0 0 0 0 0 0
R. P. Story, Jr. 18,750 214,313 28,142 6,333 356,349 48,911
T. G. Osenton 1,000 15,580 39,882 6,167 524,048 55,134
P. M. Folger 1,500 23,745 8,140 2,000 103,410 15,915
</TABLE>
(1) The dollar values are calculated by determining the difference between the
fair market value of the underlying Common Stock and the exercise price of the
options at exercise or fiscal year end, as the case may be.
11
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR 1999
The following table describes long-term incentives awarded for the
fiscal year 1999 to 2003 performance period under the Corporation's Long-Term
Incentive Plan to the Named Executive Officers. Awards are payable in cash only.
<TABLE>
<CAPTION>
Performance
Or Other ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE BASED PLANS
Period Until ----------------------------------------------------------
Maturation or THRESHOLD TARGET MAXIMUM
Name Payout ($) ($) ($)
---- ------------- --- --- ---
<S> <C> <C> <C> <C>
J. F. Conway III 1999-2001 23,000 92,000 92,000
1999-2003 11,895 47,581 47,581
G. Q. Nichols 1999-2001 4,500 18,000 18,000
1999-2003 5,500 22,000 22,000
R. P. Story, Jr. 1999-2001 18,750 75,000 75,000
1999-2003 10,155 40,620 40,620
T. G. Osenton 1999-2001 8,750 35,000 35,000
1999-2003 5,374 21,496 21,496
P. M. Folger 1999-2001 4,250 17,000 17,000
1999-2003 422 1,686 1,686
</TABLE>
Two long-term incentive plans are provided, one with a three-year
performance period and based upon achievement of specific return on asset
targets, and one with up to a five-year performance period and based upon
achievement of specific total shareholder return compared to the Company's peer
group. In 1999 the threshold amount, which represents 25% of the target amount,
has been earned under both plans because 1999 targets were achieved. For the
plan based upon return on assets, 75% of the target amount may be earned over
the next two years. For the plan based upon total shareholder return, 75% of the
target amount may be earned over the next four years. The threshold amount is
25% of the target amount although it can be as low as 0% for both plans.
SENIOR EXECUTIVE SEVERANCE PROGRAM
Messrs. Conway, Nichols, Story, Osenton and Folger are parties to
agreements pursuant to the Corporation's Senior Executive Severance Program (the
"Severance Program") entered into by Messrs. Conway, Nichols and Story in
October 1988, by Mr. Osenton in November 1995 and by Mr. Folger in January 1999.
In accordance with the Severance Program, if a "change in control" of the
Corporation, as defined in the Severance Program, occurs while one of these
individuals is an employee of the Corporation, and his employment is
subsequently terminated for reasons other than death, disability, retirement or
termination for cause, he shall be entitled to a severance payment and
continuation of participation for up to 36 months in certain medical, group life
and similar benefit plans of the Corporation. In addition, in the event of a
change in control each such individual shall receive a severance payment and
benefits if he terminates his employment for "good reason", defined in the
Severance Program to include changes in his duties or titles inconsistent with
his duties or titles prior to the change in control, reduction within a
twelve-month period in his base salary or failure to increase his base salary by
at least the average percentage increase for all officers of the Corporation, or
reductions or termination of incentive or benefit plans or programs in which he
participated prior to the change in control. The severance payment, which is due
in a lump sum, is an amount equal to a multiple of 1 to 2.5 times the
individual's average annual salary and bonus paid during the five calendar years
preceding the change in control. The
12
<PAGE>
multiple is based upon years of service with the Corporation; provided that a
minimum multiple of 2.0 is prescribed for the Chairman of the Board of
Directors, the Chief Executive Officer, the President and the Chief Operating
Officer prior to the change in control. The multiple presently applicable to Mr.
Nichols is 2.5, to Messrs. Conway, Story and Folger is 2; and to Mr. Osenton is
1.5.
OTHER RETIREMENT BENEFITS
The Corporation and its subsidiaries Courier-Citizen Company, Courier
Westford, Inc. and National Publishing Company previously maintained defined
benefit pension plans to provide retirement benefits for officers and all other
non-union employees. All of these defined benefit plans terminated on December
31, 1988. Benefits under the terminated plans have been provided by the purchase
of individual annuity contracts from insurance companies. The annual benefit
payable at age 65 under the annuity contract to Mr. Conway is $6,565; to Mr.
Nichols is $10,527; to Mr. Story is $1,595; and to Mr. Folger is $7,243.
In June 1992, the Board of Directors approved, and on November 7, 1996
amended, a Supplemental Retirement Benefit Agreement with Mr. Nichols, providing
for a supplemental annual benefit payable after his retirement (his "Benefit").
Mr. Nichols' Benefit will be paid as a single life annuity in monthly
installments from the date of Mr. Nichols' retirement until his death. If Mr.
Nichols retires at his current age of 70, the annual amount of the Benefit will
be $60,000. Mr. Nichols may elect to have the Benefit paid in a different form
of annuity having an equivalent actuarial value. In the event that Mr. Nichols
dies before he retires and is survived by his spouse, a monthly benefit will be
paid to his spouse for her life in an amount equal to the Benefit she would have
received upon Mr. Nichols' death had he retired on the day preceding his death.
If Mr. Nichols has not selected an alternative form of annuity before his death,
the spousal benefit will be determined as if he had selected a joint and 100%
survivor annuity. In the event of a "change in control" of the Corporation (as
defined in the Supplemental Retirement Benefit Agreement) during Mr. Nichols'
employment or the payment period of the Benefit, the "commuted value" of the
Benefit will be paid to Mr. Nichols within 60 days after the change in control.
The commuted value of the Benefit is the present value of the Benefit remaining
to be paid at the time of the change in control, assuming that Mr. Nichols will
survive for a period equal to his life expectancy, and applying a rate of
interest equal to the Internal Revenue Service applicable federal rate for that
period.
EMPLOYMENT AGREEMENTS
The Corporation has an employment agreement with Mr. Nichols effective
as of March 3, 1993 pursuant to which Mr. Nichols, who is now the President of
National Publishing Company, may become the chairman of such subsidiary. Mr.
Nichols' employment agreement provides for a base annual salary of $120,000 and
a bonus of $30,000 per year effective upon Mr. Nichols' assuming the position as
chairman and sets out the responsibilities of Mr. Nichols as chairman. Mr.
Nichols' employment agreement provides that his current benefits will continue.
The Corporation may not terminate Mr. Nichols' employment other than for cause.
13
<PAGE>
FIVE YEAR STOCK PERFORMANCE GRAPH
The graph below compares the Corporation's cumulative total stockholder
return on its Common Stock with the cumulative total return on the Standard &
Poor's 500 stock index (the "S&P 500 Index") and a peer group of companies
selected by the Corporation for purposes of the comparison and described more
fully below (the "Peer Group"). This graph assumes the investment of $100 on
October 1, 1993 in each of Courier Common Stock, the S&P 500 Index and the Peer
Group Common Stock, and reinvestment of quarterly dividends at the monthly
closing stock prices. The returns of each company have been weighted annually
for their respective stock market capitalizations in computing the S&P 500 and
Peer Group indices.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
COURIER CORPORATION, S&P 500 INDEX, AND PEER GROUP
Courier Peer Group S & P 500
Corporation
Sep-94 100 100 100
Sep-95 120 132 130
Sep-96 89 141 156
Sep-97 132 178 219
Sep-98 194 134 239
Sep-99 236 143 306
The Peer Group is made up of the following printing companies: American
Business Products, Inc.; Banta Corporation; Bowne & Co.; Cadmus Communications
Corporation; Ennis Business Forms, Inc.; John H. Harland Company; Merrill
Corporation; New England Business Services, Inc.; The Standard Register Company;
American Banknote Corporation (formerly, United States Banknote Corporation);
and Wallace Computer Services, Inc. Devon Group, Inc., Duplex Products, Inc.,
Graphic Industries, Inc. and Waverly, Inc. which all had been included
previously in the Peer Group, were acquired by other companies and are now
excluded from the above Peer Group.
14
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on a review of the reports of changes in beneficial ownership of
the Corporation's Common Stock and written representations furnished to the
Corporation, the Corporation believes that its executive officers and Directors
filed on a timely basis the reports required to be filed under Section 16(a) of
the Securities Exchange Act of 1934 during the fiscal year ended September 25,
1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Donahue, Hoff,
Lerner, Otto and Thorndike and Ms. Curley. Mr. Conway is a Director of
Enterprise Bank and Trust Company ("Enterprise") in Lowell, MA and a member of
the Enterprise compensation committee. Mr. Lerner is a Director and executive
officer of Enterprise and a member of its compensation committee.
ITEM 2: RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has redesignated the firm of Deloitte & Touche
LLP as the Corporation's independent public accountants for the fiscal year
ending September 30, 2000. The firm became accountants for the Corporation in
1996.
Although the Corporation is not required to submit the ratification and
approval of the selection of its accountants to a vote of stockholders, the
Board of Directors believes it is sound policy and in the best interests of the
stockholders to do so. In the event a majority of the votes cast are against the
selection of Deloitte & Touche LLP, the Directors will consider the vote and the
reasons therefore in future decisions on the selection of accountants.
Representatives of Deloitte & Touche LLP will be present at the meeting
and will have an opportunity to make a statement if they desire to do so. They
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SELECTION OF DELOITTE &
TOUCHE LLP AS INDEPENDENT ACCOUNTANTS FOR THE CORPORATION BE RATIFIED AND
APPROVED, AND THEREFORE RECOMMENDS A VOTE FOR THIS PROPOSAL.
MISCELLANEOUS
STOCKHOLDER PROPOSALS
The Corporation expects to hold its 2001 Annual Meeting on January 18,
2001. Eligible stockholders may present proposals for inclusion in the
Corporation's 2001 Annual Meeting Proxy Statement, provided the proposals comply
with applicable Securities and Exchange Commission regulations and are received
by the Corporation no later than September 10, 2000. Any proposal intended to be
presented at the 2001 Annual Meeting should be sent to the Corporation at 15
Wellman Avenue, North Chelmsford, Massachusetts 01863, Attention: Robert P.
Story, Jr., Senior Vice President and Chief Financial Officer.
A stockholder who wishes to present a proposal at the next annual
meeting of stockholders, other than a proposal to be considered for inclusion in
the Company's proxy statement described above, must deliver the proposal to the
address listed above. The Company must receive the proposal on or before
September 10, 2000. The proposal must also comply with the other requirements
contained in the Company's By-laws, including supporting documentation and other
information. Proxies solicited by the Board of Directors will confer
discretionary voting authority with respect to these proposals, subject to SEC
rules governing the exercise of this authority.
15
<PAGE>
VOTING OF PROXIES
The persons named in the enclosed Proxy will vote as directed in the
Proxy and, in the absence of such direction, will vote in favor of the actions
specified in Items 1 and 2 of the Proxy. The shares will be voted on such other
matters as may properly come before the meeting in accordance with the best
judgement of the Proxy holder.
The Board of Directors of the Corporation is not aware of any other
matters which may come before the meeting. It is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their best
judgement if any other matters shall properly come before the meeting, including
voting for election of a Director in place of any person named above who may not
be available for election.
By order of the Board of Directors,
F. BEIRNE LOVELY, JR., Clerk
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 10, 1999
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
16
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- -----------------------------------------------
COURIER CORPORATION
- -----------------------------------------------
The undersigned hereby ratifies and confirms 1. Election of Directors: (01) James F. Conway
all that said attorneys and Proxies and each III, (02) W. Nicholas Thorndike, (03)
of them or their substitute or substitutes may Kathleen Foley Curley (as Class B Directors)
lawfully do or cause to be done by virtue
hereof, revoking any proxy heretofore given with For All With- For All
respect to such shares. Nominees hold Except
/ / / / / /
Mark box at right if an address change or comment
has been noted on the reverse side of this card. / / If you do not wish your shares voted "For" a
particular nominee, mark the "For All
Except" box and strike a line through the
name(s) of the nominee(s). Your shares
will be voted for the remaining nominee(s).
CONTROL NUMBER:
RECORD DATE SHARES:
2. Proposal to approve the appointment of
Deloitte & Touche LLP as the Independent
Public Accountants of the Corporation.
For Against Abstain
/ / / / / /
3. To transact such other business as may
properly come before the meeting and/or
any adjournment or adjournments thereof.
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
IF NO INSTRUCTION IS GIVEN, THE SHARES WILL
BE VOTED FOR PROPOSALS (1) AND (2) AND IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE
ATTORNEYS AND PROXIES AS TO ANY OTHER MATTER
- -----Stockholder sign here------------------------------Co-owner sign here------ THAT MAY COME BEFORE THE MEETING.
DETACH CARD DETACH CARD
</TABLE>
Dear Stockholder,
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
statement.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
will be voted, then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders
to be held on January 20, 2000 at Boston University Corporate
Education Center, 72 Tyng Road, Tyngsboro, Massachusetts 01879. Thank
you in advance for your prompt consideration of these matters.
Sincerely,
COURIER CORPORATION
<PAGE>
COURIER CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS - JANUARY 20, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Courier Corporation (the "Corporation") hereby
constitutes and appoints Robert P. Story, Jr., Richard K. Donahue and Edward J.
Hoff, and each of them singly, with full power of substitution, the attorneys
and Proxies of the undersigned, for and in the name, place and stead of the
undersigned to attend the Annual Meeting of Stockholders of the Corporation to
be held on January 20, 2000, commencing at 11:00 a.m., and/or at any adjournment
or adjournments thereof (the Proxy Statement in connection therewith and due
notice of the time, place and purposes of such a meeting have been received by
the undersigned) and at such meeting and/or any adjournment or adjournments
thereof to vote and act with respect to all shares of Common Stock of the
Corporation standing in the name of the undersigned or in respect of which the
undersigned is entitled to vote, with all the powers the undersigned would
possess if personally present at said meeting and/or any adjournment or
adjournments thereof and especially to vote as follows, a majority of said
attorneys and Proxies, or any one if only one be present, to have all the powers
of said attorneys or Proxies.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
</TABLE>
