<PAGE> 1
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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
A.T. CROSS COMPANY
(Name of Registrant as Specified In Its Charter)
A.T. CROSS COMPANY
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 1995
TO THE STOCKHOLDERS OF A.T. CROSS COMPANY:
Notice is hereby given that the annual meeting of stockholders of A.T.
Cross Company (the "Company") will be held on Thursday, April 27, 1995 at 10:00
a.m. at the offices of the Company, One Albion Road, Lincoln, Rhode Island
02865, for the following purposes:
1. Fixing the number of directors at nine, of which three shall be Class A
directors and six shall be Class B directors (by holders of Class A and Class B
common stock voting together as a single class).
2. Electing three Class A directors (by holders of Class A common stock
only) and six Class B directors (by holders of Class B common stock only) to
hold office until the next annual meeting of stockholders or until their
successors are duly elected and qualified.
3. Appointing independent public accountants to audit the Company's books
and accounts for the year ending December 31, 1995 (by holders of Class B common
stock only).
4. Approving the Company's Non-Qualified Stock Option Plan, as amended and
restated (by holders of Class A and Class B common stock, voting together as a
single class).
5. Transacting such other and further business as may properly come before
said meeting upon which the holders of Class A common stock or Class B common
stock, respectively, are entitled to vote.
The stock transfer books will not be closed. The close of business on March
1, 1995 has been fixed as the record date for determining stockholders entitled
to vote at the annual meeting or any adjournment thereof, and only holders of
record of Class A common stock or Class B common stock as of that time are
entitled to receive notice of and to vote at said meeting or any adjournment
thereof.
A proxy statement is set forth on the following pages.
By order of the Board of Directors
Tina C. Benik
Corporate Secretary
March 13, 1995
<PAGE> 3
[LOGO]
PROXY STATEMENT
FOR ANNUAL STOCKHOLDERS' MEETING
APRIL 27, 1995
This statement is furnished in connection with the accompanying proxy which
is solicited by the Board of Directors of A.T. Cross Company (the "Company")
from holders of Class A common stock of the Company for use at the annual
meeting to be held April 27, 1995. Any stockholder giving a proxy may revoke the
same prior to its exercise by giving notice in writing or in person to the
Secretary. If not revoked, the committee named in the accompanying proxy will
vote such proxy in the manner specified therein and, in the discretion of the
committee, for or against any matter upon which holders of Class A common stock
are entitled to vote which properly comes before the meeting and which has been
omitted from the proxy and proxy statement. Where an opportunity to vote by
ballot is afforded to holders of Class A common stock, the accompanying proxy
will be voted in the manner specified in such ballot. The cost of solicitation
of proxies, including the cost of reimbursing brokerage houses and other
custodians, nominees, or fiduciaries for forwarding proxies and proxy statements
to their principals, will be borne by the Company. Solicitation may be made in
person or by telephone or telegraph by officers or regular employees of the
Company, who will not receive additional compensation therefor. In addition, the
Company has retained Georgeson & Co., New York, N.Y., to aid in the solicitation
of proxies. The charges of such firm, estimated at $5,000, excluding expenses,
will be paid by the Company. This proxy statement and the enclosed form of proxy
are expected to be sent to stockholders on or about March 13, 1995.
A copy of the Company's annual report for the year 1994 containing
financial statements for the year ended December 31, 1994, is also enclosed, but
is not to be considered a part of the proxy soliciting material.
As of February 28, 1995, the Company had outstanding 14,725,302 shares of
Class A common stock and 1,804,800 shares of Class B common stock. Only
stockholders of record at the close of business on that date are entitled to
vote at the annual meeting. Stockholders shall be entitled to one vote for each
share held on the foregoing record date with respect to matters on which shares
of that class are eligible to vote.
STOCKHOLDERS' PROPOSALS
Any proposal of a stockholder intended to be presented at the next annual
meeting of the Company, scheduled to be held April 25, 1996, must be received by
the Company's Corporate Secretary not later than November 24, 1995, for
inclusion in the proxy statement and form of proxy relating to that meeting.
VOTING RIGHTS
Holders of Class A common stock have the right to elect one-third of the
number of directors from time to time fixed by the holders of Class A and Class
B common stock voting together as a single class; provided, however, that if the
total number of directors is not evenly divisible by three, then the holders of
Class A common stock have the right to elect that number of directors which is
the nearest whole number when the total number of directors is divided by three.
Holders of Class B common stock have the right to elect the remaining directors.
It is proposed that the number of directors for the ensuing year be fixed at
nine (see "ELECTION OF DIRECTORS"), and if this proposal is adopted, holders of
Class A common stock will have the right to elect three directors.
In addition, holders of Class A and Class B common stock vote together as a
single class:
a) For the reservation in the future of shares to be issued pursuant to
options granted or to be granted to directors, officers or employees;
and
b) With respect to the acquisition of assets or shares of any other company
if:
(1) An officer, director or holder of ten percent or more of either
Class A or Class B common stock has an interest in the
transaction;
1
<PAGE> 4
(2) The transaction would, in the reasonable judgment of the Board of
Directors, presently or potentially increase by nineteen and
one-half percent or more the aggregate of the Class A or Class B
common stock outstanding immediately prior to such transaction; or
(3) The transaction would involve the issuance of any Class A or Class
B common stock and in the reasonable judgment of the Board of
Directors the value of the consideration furnished by the Company
is nineteen and one-half percent or more of the aggregate market
value of all Class A and Class B common stock outstanding
immediately prior to such transaction.
Notwithstanding the foregoing, if the consummation of any transaction
described above would, with respect to either the Class A common stock or the
Class B common stock, result in a change in the designations, preferences,
limitations or relative rights of the shares of such class or have certain other
effects as specified in the Company's articles, the holders of Class A and Class
B common stock vote as separate classes on such transaction.
Except as stated above or otherwise required by law, all voting power is
vested in the holders of Class B common stock so long as any shares of Class B
common stock are outstanding.
VOTING PROCEDURES
The numbers of Class A and Class B directors will be fixed by vote of the
holders of a majority of the Class A and Class B shares present at the annual
meeting in person or represented by proxy, voting as a single class. The Class A
directors will be elected in each case by vote of the holders of a majority of
the Class A shares present or represented at the meeting, and the Class B
directors will be similarly elected by the holders of a majority of the Class B
shares.
Shares represented by proxies which are marked "abstain" with respect to
fixing the number of directors or adopting the amended and restated Non-
Qualified Stock Option Plan, "authority withheld" with respect to the election
of any particular nominee for director, or to deny discretionary authority on
any other matters will be counted as shares present and entitled to vote, and
accordingly any such marking of a proxy will have the same effect as a vote
against the proposal to which it relates.
Under the rules of the American Stock Exchange, on which the Class A shares
are listed, brokers who hold Class A shares in street name have the authority to
vote such shares on certain items, including fixing the number of and electing
directors, unless they have received instructions from the beneficial owners to
the contrary, in which case the shares are to be voted or the votes relating
thereto withheld, as directed by the beneficial owners. Such rules also provide
that brokers may not vote shares held in street name on certain other matters
without specific instructions from their customers. Shares subject to such
"broker non-votes" will not be treated as shares entitled to vote on the matters
to which they relate and therefore will be treated as not present at the meeting
for those purposes, but otherwise will have no effect on the outcome of the
voting on such matters. It is not presently anticipated that any matter which
might be the subject of a "broker non-vote" will come before the annual meeting.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The stockholders listed below were beneficial owners of more than 5% of the
outstanding Class A or Class B common stock of the Company at the close of
business January 20, 1995 (except as otherwise indicated) and may be deemed to
be "control persons" with respect to the Company.
<TABLE>
<CAPTION>
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TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A Bradford R. Boss 1,861,443 (201,443 directly; 480,000 indirectly as 12.7
P.O. Box 722 co-trustee of W. Russell Boss, Jr. Trust A; 560,000
Narragansett, RI indirectly as co- trustee of W. Russell Boss, Jr. Trust
02882 B; 500,000 indirectly as co-trustee of W. Russell Boss,
Jr. Trust C; 116,274 indirectly (stock subject to
options); and 3,726 indirectly, held by a minor child)
B Bradford R. Boss 1,804,800 (902,400 indirectly as co-trustee of W. 100.0
Russell Boss, Jr. Trust A; and 902,400 indirectly as
co-trustee of
W. Russell Boss, Jr. Trust B)
A Russell A. Boss 1,758,568 (72,116 directly; 560,000 indirectly as 12.0
29 Blackstone Avenue co-trustee of W. Russell Boss, Jr. Trust B; 480,000
Warwick, RI 02889 indirectly as co- trustee of W. Russell Boss, Jr. Trust
A; 500,000 indirectly as co-trustee of W. Russell Boss,
Jr. Trust C; 116,274 indirectly (stock subject to
options); 19,000 indirectly, held by his wife; and
11,178 indirectly, held by his children)
B Russell A. Boss 1,804,800 (902,400 indirectly as co-trustee of W. 100.0
Russell Boss, Jr. Trust B; and 902,400 indirectly as
co-trustee of W. Russell Boss, Jr. Trust A)
A Edwin G. Torrance 480,500 (500 directly and 480,000 indirectly as 3.3
129 Nayatt Road co-trustee of W. Russell Boss, Jr. Trust A)
Barrington, RI 02806
B Edwin G. Torrance 902,400 indirectly as co-trustee of 50.0
W. Russell Boss, Jr. Trust A
A Noel M. Field, Jr. 560,300 (100 directly; 560,000 indirectly as co-trustee 3.8
50 Sakonnet Point of
Road W. Russell Boss, Jr. Trust B; 200 as trustee for
Little Compton, RI children)
02837
B Noel M. Field, Jr. 902,400 indirectly as co-trustee of 50.0
W. Russell Boss, Jr. Trust B
A Fleet Financial 1,714,373 indirectly as agent and as trustee of various 11.7
Group, Inc. trusts (as of December 31, 1994)
50 Kennedy Plaza
Providence, RI 02903
A John Hancock 1,411,178 (1,386,778 through its indirect, wholly owned 9.6
Mutual Life subsidiary NM Capital Management, Inc. and 24,400
Insurance Company, through its indirect, wholly owned subsidiary John
through Hancock Advisers, Inc.) (as of December 31, 1994)
indirect, wholly
owned subsidiaries
John Hancock Place
Post Office Box 111
Boston, MA 02117
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</TABLE>
Bradford R. Boss and Russell A. Boss are, together with Edwin G. Torrance,
the co-trustees of Trust A referred to above; they are, together with Noel M.
Field, Jr., the co-trustees of Trust B referred to above; and they are, together
with Fleet National Bank, the co-trustees of Trust C referred to above. The
co-trustees of each trust jointly exercise investment and voting powers with
respect to the assets of the trust.
The Class B shares held by Trusts A and B are convertible into Class A
shares on a share-for-share basis. If the Class B shares were all converted into
Class A shares, Bradford R. Boss and Russell A. Boss would be the beneficial
owners of 22.2% and 21.6%, respectively, of the outstanding Class A shares.
3
<PAGE> 6
If the Class B shares held by Trust A were so converted, Edwin G.
Torrance would be the beneficial owner of 8.9% of the outstanding Class A
shares, and if the Class B shares held by Trust B were so converted, Noel M.
Field, Jr. would be the beneficial owner of 9.4% of the outstanding Class A
shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table reflects as of January 20, 1995 the beneficial
ownership of shares of common stock of the Company by directors, nominees, and
officers:
<TABLE>
<CAPTION>
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TITLE OF AMOUNT AND NATURE OF PERCENT
CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
A Bradford R. Boss 1,861,443 (201,443 directly; 480,000 indirectly as co-trustee of 12.7
W. Russell Boss, Jr. Trust A; 560,000 indirectly as co-trustee
of W. Russell Boss, Jr. Trust B; 500,000 indirectly as
co-trustee of W. Russell Boss, Jr. Trust C; 116,274 indirectly
(stock subject to options exercisable within 60 days); and 3,726
indirectly, held by a child)
B Bradford R. Boss 1,804,800 (902,400 indirectly as co-trustee of W. Russell Boss, 100.0
Jr. Trust A; and 902,400 indirectly as co-trustee of W. Russell
Boss, Jr. Trust B)
A Russell A. Boss 1,758,568 (72,116 directly; 560,000 indirectly as co-trustee of 12.0
W. Russell Boss, Jr. Trust B; 480,000 indirectly as co-trustee
of W. Russell Boss, Jr. Trust A; 500,000 indirectly as
co-trustee of W. Russell Boss, Jr. Trust C; 116,274 indirectly
(stock subject to options exercisable within 60 days); 19,000
indirectly, held by his wife; and 11,178 indirectly, held by his
children)
B Russell A. Boss 1,804,800 (902,400 indirectly as co-trustee of W. Russell Boss, 100.0
Jr. Trust B; and 902,400 indirectly as co-trustee of W. Russell
Boss, Jr. Trust A)
A Edward M. Watson 24,000 directly; 4,274 indirectly(1) *
A H. Frederick 4,204 indirectly(1) *
Krimendahl II
A John E. Buckley 20,444 directly; 117,674 indirectly(1) *
A Bernard V. Buonanno, Jr. 500 directly; 4,274 indirectly(1) *
A Thomas C. McDermott None *
A Terrence Murray 2,000 directly; 4,190 indirectly(1)(2) *
A James C. Tappan 1,000 directly; 2,000 indirectly(3) *
A Edwin G. Torrance 480,500 (500 directly and 480,000 indirectly as co-trustee of W. 3.3
Russell Boss, Jr. Trust A)
B Edwin G. Torrance 902,400 (indirectly as co-trustee of W. Russell Boss, Jr. Trust A) 50.0
A Stephen T. Henick none directly; 14,335 indirectly(1) *
A Richard M. Feldt 416 directly; 38,168 indirectly(1) *
A All directors and 325,008 directly and 2,197,341 indirectly (including shares 17.1
officers as a group subject to options exercisable within 60 days)
(20 persons)
B All directors and 1,804,800 100.0
officers as a group
(3 persons)
<FN>
(1) Shares subject to options exercisable within 60 days.
(2) Excludes shares held by Fleet Financial Group, Inc. in various fiduciary capacities.
(3) Held by spouse.
* Less than 1%
The Class B common stock is convertible share for share into Class A common stock.
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</TABLE>
4
<PAGE> 7
ELECTION OF DIRECTORS
It is proposed to fix the number of directors at nine, of which three
will be designated "Class A Directors" and six will be designated "Class B
Directors". Proxies will be voted for the nominees set forth below unless
authorization to do so is withheld. All nominees except Mr. Torrance are
currently directors of the Company. Should any nominee become unavailable for
any reason to accept nomination or election as a director, the persons named in
the proxy will vote for the election of such other person or persons as
management may recommend unless the stockholders vote to reduce the authorized
number of directors. The terms of all directors will expire when their
successors are duly elected at the annual meeting of stockholders scheduled to
be held April 25, 1996. The following tables reflect information as of January
20, 1995.
CLASS A DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE DURING PAST FIVE YEARS SINCE OTHER DIRECTORSHIPS(1)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Terrence Murray 55 Chairman, President and Chief Ex- 1982 Fleet Financial Group, Inc.;
ecutive Officer, Fleet Financial Stop & Shop Companies, Inc.;
Group, Inc. (diversified financial State Mutual Life Assurance
services corporation).(3)(6) Company of America
Thomas C. McDermott 58 President and Chief Operating Of- 1992 Goulds Pumps, Inc.;
ficer of Bausch & Lomb, Inc. (1986 Revere Copper Products, Inc.
to 1993); President, TCM Associ-
ates, Inc. (1993-1994; executive
search consultants); President and
Chief Executive Officer, Goulds
Pumps, Inc. (since 1994).(2)
James C. Tappan 59 Group Vice President and Director, 1994 Columbian Mutual Life Insur-
General Foods Corporation (prior ance; The Milnot Company
to June 1988); President, Tappan
Capital Partners (June 1988 to
present; equity investment firm).(2)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 8
CLASS B DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE DURING PAST FIVE YEARS SINCE OTHER DIRECTORSHIPS(1)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Bradford R. Boss 61 Chairman of the Board and, to April 1960 Fleet Financial Group, Inc.;
1993, Chief Executive Officer(4)(5)(7) Bausch & Lomb, Inc.
Russell A. Boss 56 President and, to April 1993, Chief 1962 Eastern Utilities Associates;
Operating Officer; thereafter Brown & Sharpe Manufacturing
President and Chief Executive Co.
Officer(4)(5)(7)(8)
John E. Buckley 54 Executive Vice President to April 1980
1993; thereafter Executive Vice
President and Chief Operating
Officer.(4)(5)
Bernard V. 57 Chairman (to 1989) and Director, 1986 Old Stone Corporation
Buonanno, Jr. Old Fox, Inc., manufacturer of
fertilizers and other agricultural
products; counsel (1988-1990) and
thereafter partner, Edwards &
Angell, Providence, RI,
attorneys-at-law.(6)(8)
Edwin G. Torrance 63 Partner, Hinckley, Allen & Snyder, --
Providence, RI, attorneys-at-law
and counsel for the Company.(9)
H. Frederick 66 Limited Partner, The Goldman Sachs 1972
Krimendahl II Group L.P.; Chairman (since March
1992) Petrus Partners Ltd., New
York, N.Y.(6)(10)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The Board of Directors has an Audit Committee, consisting of Messrs.
McDermott, Tappan and Edward M. Watson (a director who is not standing for
re-election at the annual meeting). Until July 21, 1994 the Board had a Salary
Committee, consisting of the Messrs. Boss and Mr. Buckley. The Salary Committee
was abolished on that date and a Compensation Committee was thereupon appointed,
consisting of Messrs. Buonanno, Jr., Krimendahl and Murray.
The Audit Committee has responsibility for overseeing the establishment
and maintenance of an effective financial control environment, for overseeing
the procedures for evaluating the system of internal accounting control, and for
evaluating audit performance. The Salary Committee had responsibility for
setting general compensation guidelines for the Company and for establishing the
base salaries for certain management employees. The Compensation Committee has
responsibility for developing, overseeing and implementing the overall
compensation policy for the Company including, subject to full Board approval,
the implementation of an annual incentive compensation plan for the Company.
During 1994 the Audit Committee and the Salary Committee each held two
meetings, and the Compensation Committee held two meetings.
The Board does not have a nominating committee.
(1) Includes only companies with a class of securities registered
pursuant to Section 12 or subject to the requirements of Section
15(d) of the Securities Exchange Act of 1934 and any company
registered as an investment company under the Investment Company
Act of 1940.
(2) Member of Audit Committee.
(3) The Company has a demand line of credit AS WELL AS CASH AND SHORT
TERM INVESTMENTS with, purchases gold and silver from and engages
in other transactions with Fleet National Bank, a wholly-owned
subsidiary of Fleet Financial Group, Inc., on substantially the
same terms as those prevailing at the time for comparable
transactions with other persons.
(4) Member of Executive Committee.
(5) Member of Salary Committee. The Salary Committee was abolished on
July 21, 1994.
(6) Member of Compensation Committee. The Compensation Committee was
appointed on July 21, 1994.
(7) Bradford R. Boss and Russell A. Boss are brothers.
(8) Russell A. Boss and Bernard V. Buonanno, Jr. are cousins by
marriage.
(9) Hinckley, Allen & Snyder performed legal services for the Company
during 1994 and is expected to perform services for the Company
in 1995.
(10) Goldman, Sachs & Co., an affiliate of The Goldman Sachs Group L.P.,
is assisting the Company with its stock buy back program.
6
<PAGE> 9
DIRECTOR COMPENSATION
Members of the Company's Board of Directors were compensated for their
services during 1994 at the rate of $15,000 per annum, plus $900 for each Board
meeting attended. During 1994, the Board of Directors held five meetings. In
addition, members of the Audit and Compensation Committees received $500 ($750
in the case of the committee chairmen) for each committee meeting attended.
Directors also automatically participate in the Company's Non-Qualified
Stock Option Plan under a formula fixing the number of shares which are the
subject of annual option grants as the number derived by dividing, in each
case, the compensation payable to a director for his service to the Company as
a director during the preceding calendar year by the mean between the high and
low trading prices for the Company's Class A common stock on the last trading
day of such year. Options under the non-qualified plan have heretofore been
granted with exercise prices in each case 10% below the fair market value of
the Company's Class A common stock on the date of grant. If the amended and
restated Non-Qualified Stock Option Plan is approved by the stockholders at the
annual meeting as discussed at page 15, future options will be granted with
exercise prices equal to the fair market value of the Class A common stock on
the date of grant.
REPORTS TO STOCKHOLDERS ON
COMPENSATION MATTERS
The reports set forth below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that A. T. Cross Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The 1994 compensation of the Chairman, President and Chief Executive
Officer, and Executive Vice President and Chief Operating Officer of the
Company was established by the members of the Board of Directors who were not
employees of the Company (five directors). The compensation of the remaining
executive officers of the Company was fixed by the named officers, with input
from the Company's manager of compensation and benefits, who constituted the
Salary Committee of the Board of Directors, pursuant to authority delegated to
them by the Board.
The elements of compensation for each executive officer consisted of
base pay, incentive bonus and stock option grants. In general, the decisions
relating to the incorporation of the several elements into the compensation of
each executive officer were based on three primary factors:
-- The external competitiveness of the Company's pay levels with those
of other manufacturing companies with similar revenues and scope of
operations.
-- The internal pay equity that exists among individual executives and
other Company employees.
-- The performance of the executive in meeting key strategic objectives
or increasing shareholder value.
The Company is privy to external compensation data through its
participation in, and analysis of, periodic compensation surveys conducted by
independent consulting firms and associations which report on salaries paid to
other executives at companies of similar size. These companies, which include
various manufacturing companies with sales volumes generally less than $500
million, are not represented in the peer group index used in the Performance
Graph. The peer group index is limited by the low number of publicly traded
fine writing instrument companies. The Company believes the larger sample size
of the compensation surveys provides more meaningful comparisons. There are
approximately 325 companies in the various survey groups. This number is
subject to occasional change from year to year. The Company extrapolates the
survey information using a combination of single and multiple regression
analyses. Factors used in the regression analyses include, but are not limited
to, corporate sales, Company assets, stockholders' equity, return on equity,
Board membership, and years of service. In addition, the Company also utilizes
the survey data to gauge its competitive position with other companies with
respect to bonus and stock option grants.
The Company also reviews its standing against other companies in a
survey that compares a number of financial performance criteria. The survey
ranks participating companies on one- and five-year returns on assets, equity
and capital. It also ranks their one-year return on sales and common stock
appreciation plus yield.
The Board has reviewed the Company's exposure with respect to
qualifying executive officer compensation for deduction under Section 162(m) of
the Internal Revenue Code. The Board has deferred adopting a policy on this
issue as it does not expect compensation to reach relevant levels in the near
future.
The following is a more specific discussion of each compensation
component:
BASE SALARY:
The Company targets its base pay for the Chief Executive Officer and
senior management at the 50th to 65th percentile of executive officers of
manufacturing organizations of approximately the same size (less than $500
million in annual sales) and scope of operations as the Company. Based on
survey data, the Company believes the base pay for its executives has been
within this range for the last several years.
7
<PAGE> 10
Prior to 1992, base salary increases became effective on January 1 of
each year. In 1992, the Company began to delay base salary increases for senior
management. In 1993, these increases were delayed further to take effect on
June 1, 1993, and the 1994 increases discussed below were likewise delayed to
June 1, 1994.
In considering base salary adjustments for 1994 for senior management
the Board noted that, unlike other officers and executives of the Company,
Bradford R. Boss, Chairman, Russell A. Boss, President and Chief Executive
Officer, and John E. Buckley, Executive Vice President and Chief Operating
Officer, had not been awarded stock options under the Company's October 1993
grant program and had earned no additional income under the Company's annual
incentive plan for 1993. The Board also noted that Russell A. Boss and Mr.
Buckley had not received any increases in their base salaries to reflect the
additional responsibilities placed on them as a result of their promotion to
their respective offices in 1993.
In light of the foregoing, and after comparing the base salary levels
of the three named officers to those of similar-level officers in the survey
groups referred to above, the Board approved base salary adjustments of 5.0%
for Bradford R. Boss, 5.1% for Russell A. Boss, and 6.3% for Mr. Buckley. The
remaining two highest paid executive officers received a weighted average
increase of 3.7% in their aggregate base salary. The percentage increases for
the five executive officers as a group were less than 1% greater than the
average budgeted base salary increases granted to similar level executives of
companies included in the comparative survey groups.
It was the consensus of the Board that the 1994 base salaries of both
the Chief Executive Officer and all executive officers of the Company as a
group fell within the 50th-65th percentile range referred to above.
BONUS:
Bonus payments to executives for 1994 were predicated largely on the
success the Company had in meeting the incentive target ratio of pretax
earnings, as adjusted, of the Writing Instruments Division to net sales of the
Division. Under the plan in effect for 1994, the maximum bonus was payable if
the maximum ratio target of 20% was met. No bonus was payable unless the pretax
earnings ratio of the Division was greater than or equal to 7%.
The ratio of 1994 pretax earnings of the Division to its net sales
generated a bonus of 27.9% of base salary for each of the Messrs. Boss and Mr.
Buckley. The 1994 plan also provided for an additional bonus to the foregoing
officers of up to 4% of base salary if the Company's Manetti-Farrow subsidiary
(a distributor of fine leather goods) attained its financial goals for the
year. The Board determined that those goals had been exceeded and approved the
full bonus for each of the named officers. As a result, the three named
executive officers each received bonus payments for 1994 equivalent to
approximately 32% of their base salaries. The Board also approved a weighted
average bonus of 42% of base salary to the next two most highly compensated
executive officers, in light of significant achievements by each of them in
assisting the Company in reaching its earnings targets for the year.
The Company also analyzes its total cash compensation (base salary plus
bonus) in relation to other similarly sized companies and targets the 75th
percentile as a competitive norm when the maximum pretax earnings ratio is
achieved. Applying the most recent survey data available to the Company (April
1994), the total compensation for all executive officers as a group was well
below the 75th percentile for other companies included in the survey.
LONG-TERM INCENTIVES--STOCK OPTIONS:
The Company's long-term incentive compensation for 1994 took the form
of grants under incentive and non-qualified stock option plans. The plans are
intended to provide key officers and managers with an ownership position in the
Company, while fostering a longer-term incentive to increase shareholder value.
Options are granted at or near the prevailing market prices and will have
significant value only if the market price for the Company's stock increases.
Periodically, the committee administering the plans approves the
granting of options to participants in the executive bonus plan, discussed
above. The options granted to the Chief Executive Officer and other key
employees are allocated primarily on the basis of performance and the bonus
group to which the recipient is assigned. The committee takes into
consideration in each case the amount and terms of options already held and
compares the market value of the shares covered by the grants to the market
value of the shares covered by the grants made by other companies that provide
stock options as part of their compensation packages. Comparisons are made for
the Chief Executive Officer position specifically, as well as for other
positions, with grant value reflected in each case as a percentage of base
salary. The most recent comparison (using 1994 grants other than grants which
are subject to stockholder approval of the amended and restated Non-Qualified
Stock Option Plan; see page 15. These grants were made as part of the Company's
revised compensation program for the years 1995-1997 as discussed in Future
Compensation Arrangements; see page 14.) reflected the options granted to
Russell A. Boss, as Chief Executive Officer, Bradford R. Boss, as Chairman, and
John E. Buckley, as Chief Operating Officer, as falling below the 25th
percentile of the comparison companies in the survey group. The remaining two
most highly compensated officers were granted options which placed them between
the 60th and 70th percentiles of the comparison group. As key executives hired
8
<PAGE> 11
within the last several years, it was deemed appropriate to reward them for
their contributions to date while further strengthening their link to
stockholder interests.
The foregoing reports are presented by the following:
As to matters relating to cash compensation:
Bradford R. Boss
Russell A. Boss
John E. Buckley
Bernard V. Buonanno, Jr.
H. Frederick Krimendahl II
Thomas C. McDermott
Terrence Murray
James C. Tappan
Edward M. Watson
As to matters relating to stock options through July 1994:
Bernard V. Buonanno, Jr.
Terrence Murray
Edward M. Watson
As to matters relating to stock options after July 1994:
Bernard V. Buonanno, Jr.
Terrence Murray
H. Frederick Krimendahl II
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers during 1994:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION OTHER -----------------
--------------------------------- ANNUAL SECURITIES UNDER- ALL OTHER
NAME & SALARY BONUS COMPENSATION LYING OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(3) (#) ($)
- ------------------------------ ------- ----------- -------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Russell A. Boss 1994 $392,792(2) $119,192 $ 4,320 61,310(5)(6) $17,763(7)
President and 1993 376,792 0 4,320 21,088 6,372
Chief Executive Officer 1992 366,375 114,573 4,320 774 6,045
Bradford R. Boss 1994 276,792(2) 82,153 4,320 61,310(5)(6) 17,145(8)
Chairman 1993 302,833 0 2,775 21,088 6,713
1992 366,375 114,573 2,293 774 6,455
John E. Buckley 1994 351,167(2) 105,901 4,320 101,310(5)(6) 15,807(9)
Executive Vice President 1993 334,708 0 4,320 21,088 4,497
Chief Operating Officer 1992 324,625 100,783 4,222 774 5,300
Stephen T. Henick, 1994 192,917 57,100 5,021(4) 53,000(6) 4,620(10)
Vice President, Worldwide 1993 35,320 2,000 677 25,000 0
Marketing and Sales(1) 1992
Richard M. Feldt 1994 159,520 90,750 3,600 53,000(6) 9,401(11)
Vice President, Operations 1993 148,750 35,700 3,600 39,000 4,497
1992 138,750 29,700 3,600 0 4,400
- -----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Mr. Henick was hired on October 25, 1993.
(2) Includes director fees of $19,500, which are also included in Salary for 1993 and 1992.
(3) Amounts listed under Other Annual Compensation consist of tax reimbursement payments made to the named
individuals relating to amounts paid to these individuals as car allowances.
(4) Mr. Henick's Other Annual Compensation includes a tax gross-up payment related to reimbursement of relocation
expenses ($1,421).
(5) Includes 1,310 shares underlying formula option received as a director of the Company pursuant to the Company's
Non-Qualified Stock Option Plan.
(6) Includes shares underlying options granted subject to stockholder approval of the amended and restated Non-Qualified
Stock Option Plan in the amount of 40,000 each for Messrs. Boss, 80,000 for Mr. Buckley, and 35,000 each for
Mr. Henick and Mr. Feldt.
(7) Mr. Boss's All Other Compensation consists of 401(k) contributions ($4,620); profit sharing trust contributions
($12,722); and split dollar life insurance premiums ($421).
(8) Mr. Boss's All Other Compensation consists of 401(k) contributions ($4,620); profit sharing trust contributions
($10,749); and split dollar life insurance premiums ($776).
(9) Mr. Buckley's All Other Compensation consists of 401(k) contributions ($4,620); and profit sharing trust contributions
($11,187).
(10) Mr. Henick's All Other Compensation consists of 401(k) contributions ($4,620).
(11) Mr. Feldt's All Other Compensation consists of 401(k) contributions ($4,620); and profit sharing trust contributions
($4,781).
</TABLE>
10
<PAGE> 13
PERFORMANCE GRAPH
The following performance graph compares the market performance of the
Company's Class A common stock to the American Stock Exchange Market Value
Index and Peer Group Index over the Company's last five fiscal years. The graph
assumes that the value of the investment in the Company's Class A common stock
and each index was $100 at December 31, 1989 and that all dividends were
reinvested.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
MEASUREMENT PERIOD A.T. CROSS PEER GROUP AMEX MARKET
(FISCAL YEAR COVERED) COMPANY INDEX INDEX
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 69.38 66.54 84.80
1991 77.95 84.53 104.45
1992 61.86 116.30 105.88
1993 51.52 107.49 125.79
1994 48.37 100.60 111.12
</TABLE>
On a worldwide basis, A. T. Cross Company is the only major
manufacturer of quality writing instruments that is not either privately held
or part of a consolidated group. Therefore, relative performance data for the
Company's primary competition is not readily available. The peer group included
in this performance graph represents four publicly-traded companies (Bic Corp.;
Hunt Manufacturing Company; Pentech International, Inc.; A.T. CROSS Company)
based in the United States and included in Standard Industrial Classification
(SIC) Code 3951 "Pens, Mechanical Pencils and Parts."
11
<PAGE> 14
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
PAY 15 20 25 30 35
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 25,000 $ 6,000 $ 8,000 $ 10,000 $ 10,000 $ 10,000
50,000 12,000 16,000 20,000 20,000 20,000
75,000 18,000 24,000 30,000 30,000 30,000
100,000 24,000 32,000 40,000 40,000 40,000
150,000 36,000 48,000 60,000 60,000 60,000
200,000 48,000 64,000 80,000 80,000 80,000
300,000 72,000 96,000 120,000 120,000 120,000
400,000 96,000 128,000 160,000 160,000 160,000
500,000 120,000 160,000 200,000 200,000 200,000
</TABLE>
- --------------------------------------------------------------------------------
In each case, the indicated benefit will be reduced by the individual's
social security credit.
The Company maintains a non-contributory qualified retirement plan for
the benefit of its employees, including the individuals named in the Summary
Compensation Table. In addition, participants in the plan whose retirement
benefits would exceed amounts permitted under the Internal Revenue Code
participate in a non-qualified excess retirement plan which provides a
supplemental unfunded benefit equal to the amount of any benefit that would
have been payable under the qualified retirement plan but for certain
limitations under the Internal Revenue Code. The benefits set forth in the
Pension Plan Table reflect the aggregate of the benefits under both the
qualified and non-qualified plans. The qualified plan and the non-qualified
plan are collectively referred to as the "Plan".
Covered compensation under the Plan includes base salary, cash bonuses,
overtime pay, and amounts contributed by the employee to the A.T. Cross Savings
Plan maintained by the Company under Section 401(k) of the Internal Revenue
Code. The Salary and Bonus columns of the Summary Compensation Table set forth
above, less director fees, reflect all covered compensation of executive
officers for 1994.
As of December 31, 1994, each of the individuals named in the Summary
Compensation Table was credited with eleven years of service under the Plan
with the exception of Stephen T. Henick, who was credited with one year of
service, and Richard M. Feldt, who was credited with four years of service.
The amounts payable shown in the above Table are based on the following
assumptions:
(i) The individual shall have retired at the normal retirement age
of 65,
(ii) "Average pay" is the average of the covered compensation paid to
such individual over the five consecutive years immediately preceding
retirement, and
(iii) Benefits are paid in the form of a straight-life annuity.
Payment options for spousal benefits are available.
12
<PAGE> 15
STOCK OPTIONS
The following tables set forth, as to the Chief Executive Officer and
the four most highly compensated other executive officers of the Company,
information with respect to stock option grants in 1994, options exercised
during 1994 and year-end values of unexercised options. The Company does not
grant any stock appreciation rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR THE OPTION TERM
- -------------------------------------------------------------------------------------------- ----------------------------------
NUMBER PERCENTAGE
OF OF TOTAL MARKET
SECURITIES OPTIONS PRICE
UNDERLYING GRANTED TO EXERCISE PER SHARE
OPTIONS EMPLOYEES PRICE ON DATE EXPIRATION
NAME GRANTED IN 1994 PER SHARE OF GRANT DATE(3) 0% 5% 10%
- ----------------- ---------- ----------- ----------- ----------- ------------------ -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bradford R. Boss 15,000 1.64% $ 12.4875 $ 13.875 February 7, 2004 $ 20,813 $ 151,701 $ 352,510
5,000 0.55% $ 15.2625 $ 13.875 February 7, 2004 $ (6,938) $ 36,692 $ 103,628
1,310(1) 0.14% $ 14.85 $ 16.5625 September 30, 2004 $ 2,243 $ 15,888 $ 36,823
40,000(2) 4.36% $ 15.1875 $ 15.1875 December 6, 2004 $ 0 $ 382,053 $ 968,199
Russell A. Boss 15,000 1.64% $ 12.4875 $ 13.875 February 7, 2004 $ 20,813 $ 151,701 $ 352,510
5,000 0.55% $ 15.2625 $ 13.875 February 7, 2004 $ (6,938) $ 36,692 $ 103,628
1,310(1) 0.14% $ 14.85 $ 16.5625 September 30, 2004 $ 2,243 $ 15,888 $ 36,823
40,000(2) 4.36% $ 15.1875 $ 15.1875 December 6, 2004 $ 0 $ 382,053 $ 968,199
John E. Buckley 15,000 1.64% $ 12.4875 $ 13.875 February 7, 2004 $ 20,813 $ 151,701 $ 352,510
5,000 0.55% $ 13.875 $ 13.875 February 7, 2004 $ 0 $ 43,630 $ 110,566
1,310(1) 0.14% $ 14.85 $ 16.5625 September 30, 2004 $ 2,243 $ 15,888 $ 36,823
80,000(2) 8.72% $ 15.1875 $ 15.1875 December 6, 2004 $ 0 $ 764,107 $ 1,936,397
Stephen T. Henick 5,000 0.55% $ 15.4375 $ 15.4375 April 28, 2004 $ 0 $ 48,543 $ 123,017
13,000 1.42% $ 13.8937 $ 15.4375 April 28 2004 $ 20,069 $ 146,281 $ 339,914
35,000(2) 3.82% $ 15.1875 $ 15.1875 December 6, 2004 $ 0 $ 334,297 $ 847,174
Richard M. Feldt 5,000 0.55% $ 15.4375 $ 15.4375 April 28, 2004 $ 0 $ 48,543 $ 123,017
13,000 1.42% $ 13.8937 $ 15.4375 April 28, 2004 $ 20,069 $ 146,281 $ 339,914
35,000(2) 3.82% $ 15.1875 $ 15.1875 December 6, 2004 $ 0 $ 334,297 $ 847,174
- ---------------
<FN>
(1) These options are received as directors of the Company under the formula provisions of the Company's Non-Qualified Stock
Option Plan.
(2) These options to acquire Class A common stock vest on January 1, 1998 but are subject to stockholder approval of the amended
and restated Non-Qualified Stock Option Plan (see page 15).
(3) Subject to earlier termination in the event of termination of the grantee's employment.
</TABLE>
<TABLE>
OPTION VALUES AT DECEMBER 31, 1994
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1994 DECEMBER 31, 1994(2)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bradford R. Boss........... -- -- 116,274 41,310 $11,052 $ 0
Russell A. Boss............ -- -- 116,274 41,310 11,052 0
John E. Buckley............ 500 $1,870 117,674 81,310 10,367 0
Richard M. Feldt........... -- -- 38,168 55,332 24,163 8,593
Stephen T. Henick.......... -- -- 14,335 63,665 8,594 17,187
- ---------------
<FN>
(1) Based on the mean between the high and low trading prices of the Class A common stock on date of exercise less
the exercise price.
(2) Based on the mean between the high and low trading prices of the Class A common stock on December 30, 1994
($13.125) minus the exercise price.
</TABLE>
13
<PAGE> 16
FUTURE COMPENSATION ARRANGEMENTS
The following description of the Company's compensation arrangements for the
period 1995-1997 is presented for the information of the stockholders. All
necessary action on the parts of the Board of Directors and the holders of the
Class B common stock to authorize the described arrangements have been taken,
and the Class A stockholders will not be requested to take any action with
respect thereto at the annual meeting, other than approval of certain
amendments to the Company's Non-Qualified Stock Option Plan.
CREATION OF COMPENSATION COMMITTEE
Subsequent to establishing the 1994 base salaries of senior management,
as discussed in the foregoing reports, the Board of Directors established a
Compensation Committee, to consist of three non-employee directors (presently
Messrs. Murray, Krimendahl and Buonanno, Jr.) and to have responsibility for
establishing a compensation policy for the Company, including (subject to full
Board approval) an annual incentive compensation plan, and with specific
authority to establish the annual base compensation and the discretionary
portions of the annual incentive compensation, if any, of the Chairman, the
Chief Executive Officer and the Chief Operating Officer. Further, the annual
base compensation and discretionary annual incentive compensation, if any, of
the Company vice presidents will be subject to the approval by the Committee.
The Committee is also charged with administering the Company's stock option and
long term incentive plans.
EXECUTIVE COMPENSATION ARRANGEMENTS FOR 1995-1997
In December, 1994 the Board of Directors approved a revised
compensation program for its executives, applicable to fiscal years 1995-1997.
The goals of the revised program are:
- To link a significant portion of executive compensation directly to
the Company's sustained business success;
- To provide competitive compensation opportunities for the Company's
management; and
- To support the Company's efforts to recruit and retain outstanding
senior executives and managers.
The major components of the revised compensation program are as
follows:
Base Salary
The annual base salaries of the Company's senior management will be
established or approved by the Compensation Committee, based primarily on
survey market data, to ensure the competitiveness of the Company's base
compensation arrangements for its executives, and individual performance.
Annual Incentive Payments
Under the revised compensation program, annual incentive payments will
be made to executives when the Company achieves increasingly aggressive annual
performance targets for its Writing Instruments Division's operating income
before taxes ("OIBT").
Each participant in the incentive plan will be assigned to a group
consisting of executives with similar levels of responsibility for the
Company's operations, and the target awards payable to a particular executive
will range from 15% to 55% of his or her base salary, depending on the group to
which the executive is assigned. The officers named in the summary compensation
table on page 10 have been assigned to the groups eligible for the two highest
target awards.
The percentage of target awards payable with respect to any fiscal year
will vary with the Company's success in meeting its OIBT target for the year.
To ensure that the income generated by the Company is not at the expense of the
Company's effective use of capital, the awards will be further impacted by the
Company's return on capital for the fiscal year. In addition, awards payable to
the Company's Chairman, Chief Executive Officer and Chief Operating Officer
will be further impacted by the success or failure of the Company's
Manetti-Farrow subsidiary (a distributor of fine leather goods) in meeting its
annual financial goals.
To the extent that awards in excess of targets are payable to certain
of the Company's relatively highly compensated executives (including the
officers named in the summary compensation table), they may be paid in whole or
in part in shares of the Company's Class A common stock under a restricted
stock plan approved by the Class B stockholders of the Company. Under the
restricted stock plan (which reserves 60,000 Class A shares for the purpose),
the restricted stock vests in increments as the Company achieves certain levels
of OIBT. If by 1999 OIBT levels have not been met, all shares then subject to
restrictions on transfer will be forfeited to the Company. Termination of
employment other than by reason of death or disability will also
14
<PAGE> 17
result in a forfeiture of all shares then subject to transfer restrictions.
Performance Cash Plan
The third major element of the 1995-1997 compensation program is the
Performance Cash Plan, pursuant to which a one-time cash bonus will be paid to
each participating executive if the Company meets or exceeds certain significant
three-year cumulative compounded OIBT growth goals. The award pool under the
Performance Cash Plan will represent a certain percent of the three year
cumulative OIBT, not to exceed 6% of the three year OIBT. Awards will be made to
participants in amounts as determined by the Compensation Committee in
accordance with the Committee's assessment of each individual's performance and
contribution to the Company's overall operating results.
The one-time cash bonuses will be paid out in three equal annual
installments beginning in the first quarter of 1998.
Stock Options
As discussed under the reports relating to compensation matters at page 8,
the Company has for many years viewed stock options as an appropriate means of
providing its executives with a proprietary interest in the Company together
with a long-term incentive to increase shareholder value.
Subject to stockholder approval of a proposed increase in the shares
authorized to be made the subject of options under the Company's Non-Qualified
Stock Option Plan (see "Amendments to Non-Qualified Stock Option Plan" below),
the Compensation Committee on December 6, 1994 granted options for a total of
629,000 shares of Class A common stock to 57 members of management. No
additional options will be granted during the period 1995-1997 other than annual
automatic grants to directors and grants to new members of management. The
options will not become exercisable until January 1, 1998. The option price in
each case was $15.1875 per share, representing the fair market value of the
Class A common stock on the date of grant. The options granted to the executive
officers named in the summary compensation table are set forth at page 10.
AMENDMENTS TO NON-QUALIFIED STOCK OPTION PLAN
The Company has had in effect since 1975 the "A.T. Cross Company
Non-Qualified Stock Option Plan", hereinafter referred to as the "Plan". The
purpose of the Plan, which has been amended in minor respects from time to time
by the Board of Directors and was last amended by the stockholders in 1988 to
increase the number of shares of Class A common stock authorized for options
under the Plan, is to secure to the Company and its stockholders the advantages
of the incentives inherent in stock ownership on the part of its officers and
key employees, and to provide them with a proprietary interest in, and a greater
concern for, the welfare of the Company.
The Board of Directors has concluded that it would be advisable to amend
the Plan in several respects, viz:
1. ADMINISTRATION OF PLAN
The Plan has heretofore been administered by the "Stock Option Committee",
whose responsibilities have been limited primarily to the Plan and to the
Company's Incentive Stock Option Plan. With the creation of the Compensation
Committee with general responsibility for all compensation matters, as discussed
under "Future Compensation Arrangements" at page 14, it is appropriate to change
the denomination of the committee charged with administering the Plan from the
"Stock Option Committee" to the "Compensation Committee".
2. INCREASE IN AUTHORIZED SHARES
The Board has recommended that the number of shares available for the grant
of options on and after December 6, 1994 be increased to 742,307 shares. As of
that date, 67,307 shares were then available for options to be granted under the
Plan, and the proposed amendment would accordingly increase the authorized
shares by 675,000 shares. As is indicated under "Future Compensation
Arrangements" and the subheading "Stock Options" at page 15, the Compensation
Committee on December 6, 1994 authorized the grant of options for a total of
629,000 shares to 57 members of the Company's management, subject to stockholder
approval of the proposed increase in the number of shares authorized under the
Plan. The December 6 grants were intended to be in lieu of any additional
discretionary option grants to present members of management during the period
1995-1997, and accordingly represented disproportionately large grants when
compared with the number of shares usually covered by grants in any one calendar
year. The proposed increase in the number of shares authorized for options under
the Plan is intended both to accommodate the conditional grants authorized by
the Compensation Committee in December 1994 and to provide for a reasonable
reservoir of authorized
15
<PAGE> 18
shares for options to be granted to directors and new members of management.
3. LIMITATIONS ON AUTOMATIC OPTIONS TO DIRECTORS
As is discussed under the summary of the Plan as set forth below, options
for shares of the Class A common stock of the Company are automatically granted
under the Plan to members of the Board of Directors each year, pursuant to a
formula specified in the Plan. The Board recommends that the Plan provide that
of the 742,307 shares proposed to be authorized for issuance under the Plan as
described above, a maximum of 50,000 shares will be eligible for options granted
after December 6, 1994 to members of the Board of Directors under the Plan
formula.
4. LIMITATIONS ON OPTION GRANTS TO EMPLOYEE-DIRECTORS
Employees who are also serving as directors of the Company (presently
Bradford R. Boss, Russell A. Boss and John E. Buckley) participate in the
automatic annual grants to directors described above and are also eligible for
discretionary grants from time to time as authorized by the Compensation
Committee. The Board recommends that in the case of any such employee-director a
limitation be placed on the number of shares which may be made the subject of
options in any calendar year, and that the limitation be the number of shares
covered by options under the formula provisions plus 80,000 shares.
5. PURCHASE PRICE
The Plan presently provides that the purchase price for shares under an
option shall be 90% of the fair market value of the Class A common stock on the
date of grant. It was the consensus of the Board that, rather than creating
instant value in an option at the time of grant by providing for a discounted
purchase price, it would be more in keeping with the Company's incentive
compensation philosophy for the next several years to provide that the purchase
price will be the fair market value, without any discount, of the Class A common
stock at the date of grant.
The Board of Directors has amended the Plan to reflect the matters
described above, subject to the approval of the holders of the Class A and Class
B common stock, voting together as a single class. The Board of Directors has
accordingly directed that the Plan, as amended, be restated to reflect the
foregoing (the "Restated Plan") and that the Restated Plan be presented to the
stockholders at the 1995 annual meeting for their approval.
The following is a summary of the major provisions of the Restated Plan.
The summary does not purport to be complete, and is qualified by reference to
the full Restated Plan, set forth as Exhibit A to this proxy statement.
Options under the Restated Plan may be allocated and granted to such
directors and officers and key employees in such amounts and at such times as
may be determined by the Compensation Committee of the Board of Directors in its
sole discretion, without limitation as to the amount that may be granted to any
one person, except that (i) in the case of a director, the number of shares
which will be automatically made the subject of option grants in any calendar
year is that number derived by dividing such director's compensation for his
services as a director of the Company during the next preceding calendar year by
the market value of the Company's Class A common stock as of the last trading
day of such preceding calendar year, (ii) a maximum of 50,000 shares in the
aggregate may be the subject of options granted to directors pursuant to the
formula described in clause (i), and (iii) in the case of directors who are also
full-time employees of the Company, the maximum number of shares which may be
the subject of options granted to any such director in any calendar year is the
amount determined as provided above plus 80,000 shares. By reason of the
foregoing provisions, the maximum number of shares which may be the subject of
options granted to any non-employee director of the Company during 1995 is 1,486
(assuming such director attended all meeting of the Board of Directors during
1994) and for the Messrs. Boss and Mr. Buckley is in each case 81,486. However,
as stated above, it is the intention of the Compensation Committee not to issue
any options under the Plan during the years 1995-1997) other than options to new
members of management and the options to be granted automatically to directors
under the Plan's formula provisions. After taking into account the number of
shares granted pursuant to option on December 6, 1994, which were granted
subject to stockholder approval, there will be 113,307 shares remaining for
grants to new members of management and the automatic grants to directors
referenced above.
The option price per share is the mean between the high and low trading
prices for shares of Class A common stock of the Company on the date of grant
or, if no shares of such common stock shall have traded on such date, on the
next previous date on which such shares shall have traded. Options are not
16
<PAGE> 19
transferable and expire ten years from the date of grant or at the end of such
shorter period as may be determined by the Compensation Committee. Each option
shall become vested and exercisable at such time or times, in installments or
otherwise, as may be determined by the Compensation Committee, provided, that no
option granted to a director may be exercised in whole or in part prior to the
first anniversary of the date of grant. If the employment of an employee holding
options terminates, or if the office of an outside director terminates, in any
case for any reason whatsoever, the options held by such employee or director
expire automatically six months after the date of termination, unless sooner
ended by their term. The option price is payable in full when exercised, in the
form or either cash or shares of the Company's Class A common stock already
held.
The Board of Directors may from time to time amend, suspend or terminate
the Restated Plan, but the Board may not, without the approval of the holders of
the Class A and Class B common stock, voting as a single class, increase the
maximum number of shares which may be optioned and sold under the Restated Plan
(except as the result of increases pursuant to stock splits and stock
dividends), change the option price (except in connection with stock splits and
stock dividends) or permit the granting of options with terms in excess of ten
years.
Under present law no taxable income results to the recipient of an option
under the Restated Plan. Upon the exercise of an option, however, ordinary
income is recognized by the holder to the extent that the value of the shares on
the date of exercise exceeds the option price, and the Company is entitled to a
corresponding tax deduction. Under present law, any profit on the subsequent
sale of the shares for a price in excess of their value at the time of purchase
will for federal income tax purposes generally be treated as long- or short-term
capital gain, depending upon the holding period of the shares. If the amount
received upon disposition of the shares is less than their value at the time of
purchase, the loss will generally be treated as long-or short-term capital loss,
depending on the holding period.
17
<PAGE> 20
Set forth in the table below is a summary of the options granted under the
Restated Plan by the Compensation Committee on December 6, 1994, subject to
stockholder approval of the Restated Plan. All options were granted with an
exercise price of $15.1875 per share (the fair market value of the Class A
common stock on the date of grant), are exercisable on or after January 1, 1998,
and expire ten years from date of grant.
NEW PLAN BENEFITS
A.T. CROSS COMPANY NON-QUALIFIED STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY
NAME AND POSITION DOLLAR VALUE(1) OPTIONS
- ------------------------------------------------------------ --------------- -----------------
<S> <C> <C>
Bradford R. Boss............................................ $ 0 40,000
Chairman; Director
Russell A. Boss............................................. $ 0 40,000
President and Chief Executive Officer; Director
John E. Buckley............................................. $ 0 80,000
Executive Vice President and Chief Operating Officer;
Director
Stephen T. Henick........................................... $ 0 35,000
Vice President, Worldwide Marketing and Sales
Richard M. Feldt............................................ $ 0 35,000
Vice President, Operations
All executive officers as a group........................... $ 0 353,500
All employees (excluding executive officers) as a group..... $ 0 275,500
- ---------------
<FN>
(1) The "dollar value" of the options set forth in the table is based on the
market value of the Class A common stock on March 6, 1995, or $14.50 per
share.
</TABLE>
It is proposed that the following vote be submitted to the stockholders at
the annual meeting:
VOTED: "That the A.T. Cross Company Non-Qualified Stock Option Plan, as amended
by the Board of Directors and restated in the form previously submitted
to the shareholders as Exhibit A to the proxy statement for this annual
meeting, be and the same hereby is adopted and approved."
The Board of Directors recommends a vote FOR approval of the Restated Plan,
and the enclosed proxy will be voted FOR such approval, unless the proxy
specifically indicates otherwise.
18
<PAGE> 21
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER
PARTICIPATION
As indicated under "Reports to Shareholders on Compensation Matters" at
page 7, above, the 1994 compensation of Messrs. Bradford R. Boss, Russell A.
Boss and John E. Buckley, all of whom are members of the Board of Directors of
the Company, was fixed by the remaining directors. The compensation of the
remaining executive officers of the Company was fixed by the Messrs. Boss and
Mr. Buckley. Edward M. Watson, a director of the Company, served as Secretary of
the Company from 1964 to 1991.
Bradford R. Boss is a member of the compensation committee of the board of
directors of Fleet Financial Group, Inc. Terrence Murray, a director of the
Company, is Chairman and Chief Executive Officer of Fleet Financial Group, Inc.
and is a member of the Company's Compensation Committee.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
At the annual meeting, holders of Class B common stock will appoint the
auditors to examine the financial statements of the Company and its subsidiaries
for the year 1995. Ernst & Young LLP has been nominated by the Board of
Directors as such auditors. One or more representatives of the auditors plan to
attend the annual meeting and will be afforded the opportunity to make a
statement and answer questions.
At least twice a year the Audit Committee reviews and approves the services
that may be provided by Ernst & Young LLP during the year, considers the effect
that performing such services might have on audit independence, and approves
guidelines under which management may engage Ernst & Young LLP to perform
non-audit services. It also reviews the services performed to see that they are
consistent with its guidelines.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Class A common stock ("Insiders"), to file with the Securities and
Exchange Commission and the American Stock Exchange reports of ownership and
changes in ownership of such stock. Insiders are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on a review of the copies of such
reports furnished to the Company, the Company believes that during 1994 all
Section 16(a) filing requirements applicable to its Insiders were complied with,
except for the following: James C. Tappan, elected to the Board of Directors in
April 1994, failed to file a Form 3 reflecting his ownership of Class A common
stock until August 1994.
OTHER MATTERS
The Board of Directors and management know of no matter of business to be
brought before the meeting which is not referred to above. However, if other
business upon which holders of Class A common stock are entitled to vote shall
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy or any substitute to vote said proxy in accordance with their
best judgment.
IMPORTANT
NO MATTER HOW SMALL YOUR HOLDINGS, YOU ARE RESPECTFULLY REQUESTED TO SIGN,
DATE, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, PREPAID ENVELOPE AT YOUR
EARLIEST CONVENIENCE.
Tina C. Benik
Corporate Secretary
Dated: March 13, 1995
19
<PAGE> 22
EXHIBIT A
A.T. CROSS COMPANY
NON-QUALIFIED STOCK OPTION PLAN (1975)
(AS AMENDED AND RESTATED FEBRUARY 4, 1988,
AS AMENDED DECEMBER 10, 1991, AMENDED OCTOBER 21, 1993, AND
AS FURTHER AMENDED AND RESTATED DECEMBER 6, 1994)
1. Purpose:
This Non-Qualified Stock Option Plan (herein called the "Non-Qualified
Plan") of A.T. CROSS Company, a Rhode Island corporation with its principal
place of business in Lincoln, Rhode Island (herein called the "Company"),
constitutes the A.T. CROSS Company Non-Qualified Stock Option Plan (1975) as
amended and restated to February 4, 1988, and further amended by the Board of
Directors on December 10, 1991, and as further amended by the Board of Directors
on October 21, 1993, and as further amended and restated by the Board of
Directors to December 6, 1994, and is designed to provide, through the medium of
options for the purchase of shares of Class A common stock of the Company,
additional incentives for Directors of the Company and key employees of the
Company and its subsidiaries and, by encouraging stock ownership, to increase
their proprietary interest in the progress of the Company. The Non-Qualified
Plan is intended to supplement the Company's Incentive Stock Option Plan adopted
in 1981, as amended and restated.
2. Administration:
a. The Non-Qualified Plan will be administered by a Compensation Committee
appointed by the Board of Directors from time to time and consisting of
not less than two members of the Board of Directors of the Company who
are not full-time employees of the Company. The Compensation
Committee's interpretation of the terms and provisions hereof shall be
final and conclusive.
b. The Compensation Committee may, in its sole discretion, subject to the
terms and provisions hereof, grant options to purchase shares of the
Company's Class A common stock and issue shares of such common stock
upon the exercise of any such options so granted.
c. The Board of Directors shall adopt as the option to be granted
hereunder such form of Option Agreement with such provisions consistent
with the Non-Qualified Plan as the Board of Directors shall deem
appropriate.
d. No Director or member of the Compensation Committee shall be liable for
any action or determination made in good faith under the Non-Qualified
Plan.
3. Eligibility:
The Directors of the Company and such key employees of the Company or of
any subsidiary of the Company (as hereinafter defined) as shall have been
designated by the Board from time to time shall be eligible to participate in
the Non-Qualified Plan. For purposes of the Non-Qualified Plan, a Company shall
be deemed to be a "subsidiary" if a majority of its outstanding shares of voting
stock are owned or controlled by the Company. Key employees (herein collectively
called "Employees") shall be those employees who, together with officers of the
Company or any such subsidiary, are deemed by the Board to be of primary
importance in the operation of the business of the Company or any such
subsidiary. The Compensation Committee may, in its discretion, but subject to
the terms and provisions hereof, from time to time grant options to any or all
eligible Directors and Employees to purchase such number of shares as the
Compensation Committee shall determine.
4. Stock Subject to Options:
a. The maximum number of shares of Class A common stock which may on or
after December 6, 1994 be made the subject of options under the
Non-Qualified Plan is seven hundred forty-two thousand, three hundred
seven (742,307) shares. Of such number, a maximum of fifty thousand
(50,000) shares shall
<PAGE> 23
be eligible for options granted after December 6, 1994 to members of the
Board of Directors of the Company pursuant to paragraph 5, below.
b. The maximum number of shares which may be made the subject of option
grants to a Director of the Company who at the time of the grant of such
option is a full-time employee of the Company shall, in any calendar
year, not exceed the number of shares which are the subject of grants to
such director during such calendar year under paragraph 5, below, plus
eighty thousand (80,000) shares."
c. The maximum number of shares fixed in subparagraphs (a) and (b), above,
shall be appropriately adjusted for stock splits, stock dividends and
recapitalizations effected after the approval of the Non-Qualified Plan
by the stockholders of the Company.
d. The shares of Class A common stock which may be the subject of option
grants hereunder may be either authorized and unissued shares or issued
shares reacquired by the Company and held in the Company's treasury. Any
shares which are made the subject of an option which is for any reason
unexercised prior to its expiration may again be subjected to an option
or options under the Non-Qualified Plan.
5. Grants to Directors:
On October 1 of each year, or if such day shall not be a trading day on the
American Stock Exchange or such other principal stock exchange on which the
Company's Class A common stock shall be listed for trading at the time, on the
next such trading day, an option for the purchase of shares of Class A common
stock of the Company shall, without further action of the Board of Directors or
the Committee, be granted automatically to each member of the Board of Directors
of the Company. The number of shares which shall be the subject of an option
granted to a Director pursuant to the foregoing shall be derived by dividing (i)
the compensation paid or payable to such Director for his or her services to the
Company in his or her capacity as Director during the next preceding calendar
year by (ii) the mean between the high and low trading prices, on the American
Stock Exchange or such other principal stock exchange referred to above, for a
share of Class A common stock of the Company on the last business day of such
next preceding calendar year, or if no shares of such common stock shall have
been traded on such day, on the next previous day on which shares of such common
stock shall have been traded. A Director of the Company who is not a full-time
employee of the Company shall be ineligible to receive options under the
Non-Qualified Plan in addition to those provided for in this paragraph 5.
6. Purchase Price:
a. The purchase price per share with respect to an option granted
hereunder shall be the mean between the high and the low trading prices
of the Company's Class A common stock on the date that such option is
granted, or, if no shares of such common stock shall have been traded
on such date, on the next previous date on which shares of such common
stock shall have been traded.
7. Term and Exercise of Options:
a. The term of each option shall be ten (10) years, or such shorter period
as may be determined by the Compensation Committee, from the date of
grant of the option, unless sooner terminated under the provisions of
paragraph 10. Each option shall become vested and exercisable at such
time or times, in installments or otherwise, as may be determined by
the Compensation Committee and set forth in a written agreement
evidencing the grant of such option, provided, that no option granted
to a Director hereunder may be exercised in whole or in part prior to
the first anniversary of the date of such grant. No option shall be
granted after the termination of the Non-Qualified Plan, but options
theretofore granted may be exercised thereafter in accordance with
their terms and the provisions of the Non-Qualified Plan. Any option
granted under the Non-Qualified Plan may be exercised notwithstanding
the fact that the Director or Employee holds stock options granted
under the Company's Incentive Stock Option Plan or prior non-qualified
options granted under the Non-Qualified Plan.
b. When any shares are purchased, the purchase price for the number of
shares purchased shall be paid in full. The purchase price may be paid
in cash (including personal check) or by the delivery to the Company of
other shares of Class A common stock of the Company already owned by
the individual exercising the option, or by any combination of cash and
such shares. Shares so delivered will be
A-2
<PAGE> 24
credited against the purchase price in an amount equal to their fair
market value on the date of delivery, and their fair market value shall
be deemed to be the mean between the high and low trading prices of the
Company's Class A common stock on the date of delivery or, if no shares
of such common stock shall have traded on such date, on the next
previous date on which shares of such common stock shall have been
traded.
c. Until payment in full and the issuance of stock certificates, an
Employee or Director shall have no right to vote or receive dividends
or any other rights as a stockholder with respect to shares which he
has an option to purchase. No adjustment will be made for dividend or
other rights for which the record date is prior to the date the stock
certificate is issued.
8. Issuance of Stock:
Shares of stock will be issued and certificates therefor will be delivered
to a Director or an Employee upon his making payment for shares for which he has
exercised his option to purchase, but less than five (5) shares will not be
issued.
9. Transferability of Options:
Options under the Non-Qualified Plan shall not be transferable other than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and are exercisable during the lifetime of the grantee only by such
grantee.
10. Termination of Employment and Death:
If the employment of an Employee (including an Employee who is also a
Director) holding options under the Non-Qualified Plan shall terminate, or if
the office of a Director who is not a full-time employee of the Company or a
subsidiary shall terminate, in either case for any reason whatsoever (including
retirement, resignation, dismissal, or death), the options of such Employee or
Director under the Non-Qualified Plan shall end automatically six (6) months
after the date of such termination, unless sooner ended by their term. Prior to
the expiration of such six (6) month period, during the term of such options,
such Director or Employee (or his executor or administrator in the event of his
death during such period) shall have the right to exercise such options to
purchase the shares of stock which are subject thereto.
11. Readjustment of Stock or Recapitalization:
Upon any recapitalization or readjustment of the Company's capital stock
whereby the character of the present Class A common stock shall be changed,
appropriate adjustments shall be made so that the stock to be purchased under
the Non-Qualified Plan shall be the equivalent of the present Class A common
stock of the Company, after such readjustment or recapitalization. In the event
of a subdivision or combination of the shares of Class A common stock of the
Company, the number of shares that may be optioned and sold to Directors and
Employees under the Non-Qualified Plan will be proportionately increased or
decreased and the price will be proportionately adjusted by the Board of
Directors and, in case of reclassification or other change in the shares of
Class A common stock of the Company, such action will be taken as in the opinion
of the Board of Directors will be appropriate under the circumstances.
Accordingly, in such cases the maximum number of authorized but unissued shares,
or shares purchased by the Company and held as treasury stock, to be covered by
the Non-Qualified Plan may be increased by the Board of Directors without
stockholder or any other action.
12. Term of the Non-Qualified Plan:
The Non-Qualified Plan shall become effective on the date of its adoption
by the Board of Directors, subject to approval by the stockholders, and shall
continue in effect until terminated under paragraph 13. The powers of the Board
of Directors shall continue in effect after the termination of the Non-Qualified
Plan, until exercise or expiration of all options then outstanding.
A-3
<PAGE> 25
13. Amendment and Termination:
The Board of Directors at any time may amend, suspend or terminate the
Non-Qualified Plan. No action of the Board, however, may without the consent of
the holder alter or impair any option previously granted under the Non-Qualified
Plan (except pursuant to paragraph 11). In addition, no action of the Board may,
unless duly approved by both the Class A and Class B common stockholders voting
as a single class: (i) increase the maximum number of shares which may be
optioned and sold under the Non-Qualified Plan (except pursuant to paragraph
11); (ii) change the option price (except pursuant to paragraph 11); or (iii)
permit granting options for a period longer than herein provided. The provisions
of paragraph 5 shall not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder.
14. Obligation of the Company to Issue Shares:
Notwithstanding any other provision of the Non-Qualified Plan the Company
shall not be obligated to issue any shares pursuant to any stock option unless
or until:
a. the shares with respect to which the option is being exercised have
been registered under the Securities Act of 1933, as amended, or are
exempt from such registration in the opinion of the Company's counsel;
b. the prior approval of such sale or issuance has been obtained from any
state regulatory body having jurisdiction;
c. in the event the stock has been listed on any stock exchange, the
shares with respect to which the option is being exercised have been
duly listed on such exchange in accordance with the procedures
specified therefor;
d. the Company has in its possession an amount required to be withheld
under provisions of the Internal Revenue Code on account of the
exercise of such option as more particularly set forth in paragraph 15
of the Non-Qualified Plan.
15. Withholding of Taxes Upon Exercise:
Pursuant to the provisions of the Internal Revenue Code and regulations
thereunder, the holder of a non-qualified stock option realizes ordinary taxable
income ("realized income") at the time of exercise of the option measured by the
difference between the exercise price and the fair market value of the purchased
shares at the time of exercise. Such regulations also provide that the Company
must withhold and pay over directly to the Internal Revenue Service a specified
percentage of such realized income. The Company may withhold such amount (as
varied from time to time by the Internal Revenue Code or regulations thereunder)
from any salary, bonus, compensation or other property due or belonging to the
holder as a condition precedent to issuing any shares of stock on account of the
exercise of any option granted hereunder.
A-4
<PAGE> 26
<TABLE>
<S> <C>
PROXY -----------------------------------------------------------------------------------------
A.T. CROSS COMPANY 1. NUMBER OF DIRECTORS: / /FOR / / AGAINST / / ABSTAIN
The undersigned holder of Class A fixing the number of Class A directors at three
common stock of A.T. Cross Company and Class B directors at six
does hereby constitute and -----------------------------------------------------------------------------------------
Bradford R. Boss, Russell A. Boss 2. ELECTION OF CLASS A DIRECTORS:
and Edward M. Watson, or any one Terrence Murray / / FOR / / AUTHORITY WITHHELD
of them as attorneys and proxies James C. Tappan / / FOR / / AUTHORITY WITHHELD
of the undersigned, with full Thomas C. McDermott / / FOR / / AUTHORITY WITHHELD
substitution for, and in the name -----------------------------------------------------------------------------------------
and stead of, the undersigned to 3. APPROVAL OF AMENDMENT TO NON-QUALIFIED STOCK OPTION PLAN:
appear and vote all shares of / / FOR / / AGAINST / / ABSTAIN
Class A common stock of A.T. -----------------------------------------------------------------------------------------
Cross Company held of record 4. OTHER BUSINESS: In their discretion, the proxies are authorized to vote upon
in the name of the undersigned at such other business as may properly come before said meeting or any adjournment
the annual meeting of A.T. Cross thereof upon which Class A common stockholders are entitled to vote.
Company to be held at the offices This proxy when properly executed will be voted in the manner directed herein by
of the Company, One Albion Road, the undersidgned. If no direction is made, this this proxy will be voted FOR
Rhode Island 02865 on proposals 1, 2 and 3.
on Thursday, April 27, 1995 at THIS PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
10:00 A.M. and at any and all adjourn- Please date, sign and mail promptly in the enclosed envelope. This proxy will
ments thereof as designated. not be used if you attend the meeting in person and so request.
(over)
Dated 1995
-------------------------------------
Signature:
-------------------------------------
Signature:
-------------------------------------
</TABLE>
Important: Please sign exactly as your name or names appear above. When signing
as attorney, executor, administrator, trustee, guardian, or in any other
representative capacity, give full title as such. Corporate stockholders sign
with full corporate name by
a duly authorized officer. If a partnership, sign in partnership name by
authorized person.
