<PAGE> 1
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
[X] Definitive Proxy Statement
[ ] 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)
(Name of Person(s) Filing Proxy Statement if other than 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)(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
[A.T. Cross Company Logo]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 2000
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, 2000 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 30, 2000 (by holders of Class B common
stock only).
4. Approving the amendment to the Omnibus Incentive Plan (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
3, 2000 has been fixed as the record date for determining stockholders entitled
to vote at the annual meeting or any adjournments or postponements 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
adjournments or postponements thereof.
By order of the Board of Directors
/s/ Tina C. Benik
Tina C. Benik
Vice President, Legal and
Corporate Secretary
March 23, 2000
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AS PROMPTLY AS
POSSIBLE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE
USED.
<PAGE> 3
[A.T. CROSS LOGO]
ONE ALBION ROAD
LINCOLN, RHODE ISLAND 02865
PROXY STATEMENT
FOR ANNUAL STOCKHOLDERS' MEETING
APRIL 27, 2000
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, 2000. Any stockholder giving a proxy may
revoke the same prior to its exercise by filing a later proxy with the Company,
by attending the meeting and voting in person, or by giving notice in writing or
in person to the Corporate Secretary. If not revoked, the persons named in the
accompanying proxy will vote such proxy in the manner specified therein and, in
the discretion of the persons named, 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. 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. 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 $5,500, plus
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 23,
2000.
A copy of the Company's annual report for the year 1999 containing
financial statements for the year ended January 1, 2000 is also enclosed, but is
not to be considered a part of the proxy soliciting material.
As of March 3, 2000 the Company had outstanding 15,260,036 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 26, 2001, must be
received by the Company's Corporate Secretary not later than November 23, 2000
for inclusion in the proxy statement and form of proxy relating to that meeting.
Any stockholder proposal intended to be presented at the next annual meeting of
the Company without being included in the proxy statement and form of proxy
relating to such meeting must be received by the Company's Corporate Secretary
not later than February 7, 2001.
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
1
<PAGE> 4
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;
(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.
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 approving the amendment to the Omnibus
Incentive Plan, or "withheld" with respect to the election of any particular
nominee for director, 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. The Board of Directors does not know
of any matters which will be brought before the meeting other than those
specifically set forth in the accompanying Notice of Annual Meeting. If any
other matters are presented to the meeting, the persons named in the enclosed
proxy have discretionary authority to vote and will vote all proxies with
respect to such matters in accordance with their judgment.
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 will have no effect on the outcome of the voting on
such matters. The approval of the amendment to the Omnibus Incentive Plan will
be the subject of a "broker non-vote."
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<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 3, 2000 certain information
concerning the ownership of shares of Class A or Class B Common Stock of the
Company by (i) each person or group known by the Company to beneficially own
more than 5% of the outstanding Class A or Class B Common Stock, (ii) each
director and nominee for director, (iii) each executive officer named in the
Summary Compensation Table below, and (iv) all directors and executive officers
as a group. Except as otherwise indicated, each person named has sole investment
and voting power with respect to the securities shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
------------------------------------- ------------------
NAME CLASS A CLASS B(1) CLASS A CLASS B
---- --------- ---------- ------- -------
<S> <C> <C> <C> <C>
Bradford R. Boss 1,861,178(2)(3)(4)(5)(6) 1,804,800(2)(3) 12.08% 100%
Russell A. Boss 1,902,619(2)(3)(4)(5)(6) 1,804,800(2)(3) 12.32% 100%
Edwin G. Torrance 490,229(2)(5) 902,400(2) 3.21% 50%
Noel M. Field 605,000(3)(7) 902,400(3) 3.96% 50%
Dimensional Fund Advisors, Inc.(8) 945,500 -- 6.2% --
Galal P. Doss 3,910,700(9) -- 25.63% --
John E. Buckley 281,998(5)(6) -- 1.82% --
Bernard V. Buonanno, Jr. 14,544(5) -- * --
H. Frederick Krimendahl II 26,008(5) -- * --
Terrence Murray 32,838(5)(10)(11) -- * --
James C. Tappan 9,107(5) -- * --
David G. Whalen 60,800(6) -- * --
Robert J. Byrnes, Jr. -- * --
John T. Ruggieri 74,609(5)(6) -- * --
Stephen A. Perreault 48,419(5)(6) -- * --
All directors and executive
officers as a group (17
persons)(12) 6,875,940(13) 1,804,800 42.69% 100%
</TABLE>
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(1) The Class B Common Stock is convertible share for share into Class A Common
Stock at any time at the option of the holder. If all of the Class B shares
were converted into Class A shares, Mr. B. Boss, Mr. R. Boss, Mr. Torrance
and Mr. Field would be the beneficial owners of 21.29%, 21.50%, 8.61% and
9.33%, respectively, of the outstanding Class A shares.
(2) Mr. B. Boss, Mr. R. Boss and Mr. Torrance are co-trustees of the W. Russell
Boss, Jr. Trust A. The co-trustees jointly exercise investment and voting
powers with respect to the assets of the trust. The 480,000 shares of Class
A Common Stock and 902, 400 shares of Class B Common Stock held by such
trust are included in the amounts above for each of the co-trustees.
(3) Mr. B. Boss, Mr. R. Boss and Mr. Field, Jr. are co-trustees of the W.
Russell Boss, Jr. Trust B. The co-trustees jointly exercise investment and
voting powers with respect to the assets of the trust. The 585,000 shares
of Class A Common Stock and 902,400 shares of Class B Common Stock held by
such trust are included in the amounts above for each of the co-trustees.
(4) Mr. B. Boss, Mr. R. Boss and Fleet National Bank are co-trustees of the W.
Russell Boss, Jr. Trust C. The co-trustees jointly exercise investment and
voting powers with respect to the assets of the trust. The 492,000 shares
of Class A Common Stock held by such trust are included in the amounts
above for each of the co-trustees.
(5) Includes the following Class A shares subject to options exercisable within
60 days: Mr. B. Boss -- 153,281; Mr. R. Boss -- 180,481; Mr. Buckley --
238,348; Mr. Buonanno -- 11,044; Mr. Krimendahl -- 11,008; Mr. Murray --
10,838; Mr. Tappan -- 6,107; Mr. Torrance -- 4,729; Mr. Perreault --
30,499; and Mr. Ruggieri -- 56,931.
(6) Includes the following restricted Class A shares as to which the holder has
sole voting power but no investment power during the restricted period: Mr.
Buckley -- 20,000; Mr. Perreault -- 17,500; Mr. Ruggieri -- 17,500; and Mr.
Whalen -- 50,000.
(7) Includes 20,000 shares held as executor of an estate.
(8) Information based on its Schedule 13G on file with the SEC. The address of
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11(th) Floor, Santa
Monica, California 90401.
(9) According to his Schedule 13D on file with the SEC, Mr. Doss has sole and
shared voting power as to 3,650,500 and 260,200 shares, respectively. His
address is P.O. Box 45, Tenth of Ramadan, Egypt.
(10) Excludes shares held by FleetBoston Financial Corporation in various
fiduciary capacities.
(11) Includes 5,000 shares held by Murray and Young Associates LLC.
(12) Includes nominees for director.
(13) Includes 845,213 shares subject to options exercisable within 60 days;
115,000 shares of restricted stock as to which there is sole voting power
but no investment power during the restricted period; and 1,557,000 shares
held under trusts as to which there is shared voting and investment power.
* Less than 1%.
3
<PAGE> 6
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". It is also proposed to elect 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. Proxies will be voted
for the nominees set forth below unless authorization to do so is withheld. All
nominees except Mr. Doss 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 26, 2001. The following tables reflect
information as of January 1, 2000.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE DURING PAST FIVE YEARS SINCE OTHER DIRECTORSHIPS(1)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
CLASS A DIRECTORS
Galal P. Doss 45 Chairman and Chief Executive Of-
ficer, Family Nutrition, S.A.E.;
Chairman, Family Cosmetics, S.A.E.
(both Egyptian companies listed on
the Egyptian Stock Exchange).
Terrence Murray 60 Chairman and Chief Executive Of- 1982 FleetBoston Financial Cor-
ficer, FleetBoston Financial poration; Allmerica Financial
Corporation (diversified financial Corporation; CVS Corporation
services corporation).(2)
James C. Tappan 64 President, Tappan Capital Partners 1994
(equity investment firm).(3)
</TABLE>
CLASS B DIRECTORS
<TABLE>
<S> <C> <C> <C> <C>
Bradford R. Boss 66 Chairman of the Board and, to 1960
April 1993, Chief Executive
Officer; thereafter Chairman of
the Board to November 14, 1999;
thereafter Chairman
Emeritus(4) (5)
Russell A. Boss 61 President and, to April 1993, 1962 Eastern Utilities Associates;
Chief Operating Officer; Brown & Sharpe Manufacturing Co.
thereafter President and Chief
Executive
Officer to November 14, 1999;
thereafter Chairman of the
Board(4) (5) (6)
David G. Whalen 42 President and Chief Executive Of- 1999
ficer
John E. Buckley 59 Executive Vice President to April 1980
1993; thereafter Executive Vice
President and Chief Operating
Officer.(4)
Bernard V. 61 Partner, Edwards & Angell, LLP, 1986 Old Stone Corporation
Buonanno, Jr. Providence, RI (attorneys-at-law);
Partner, Riparian Partners, Ltd.,
Providence, RI.(2) (6) (7)
H. Frederick Krimendahl II 71 Chairman, Petrus Partners Ltd., 1972
New York, N.Y.(2)(3)
</TABLE>
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See footnotes on page 5.
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<PAGE> 7
The Board of Directors has an Audit Committee, consisting of Messrs.
Tappan, Torrance(8) and Krimendahl, and a Compensation Committee, consisting of
Messrs. Murray, Buonanno and Krimendahl.
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 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
incentive compensation plan for the Company.
During 1999 the Board of Directors held five meetings, the Audit Committee
held three meetings and the Compensation Committee held three meetings. All
directors attended at least seventy-five (75%) percent of all board and
applicable committee meetings. Mr. Whalen became a director in November 1999 and
therefore attended only the December 1999 Board of Directors meeting.
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 Compensation Committee.
(3) Member of Audit Committee.
(4) Member of Executive Committee.
(5) Bradford R. Boss and Russell A. Boss are brothers.
(6) Russell A. Boss and Bernard V. Buonanno, Jr. are cousins by marriage.
(7) Edwards & Angell, LLP performed legal services for the Company in 1999
and is expected to perform legal services for the Company in 2000.
(8) Mr. Torrance is not standing for re-election to the Board of Directors
in 2000.
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<PAGE> 8
DIRECTOR COMPENSATION
Members of the Company's Board of Directors were compensated for their
services during 1999 at the rate of $15,000 per annum, plus $1,000 for each
Board meeting attended. Starting in 2000, only non-employee directors will
receive a retainer and meeting fees. During 1999, 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. Members of the Executive Committee receive no compensation for
attending committee meetings.
Directors also automatically receive non-qualified stock options pursuant
to the Company's Omnibus Incentive Plan. The number of options granted annually
is determined by dividing, in each case, the compensation paid to a director for
his service to the Company as a director during the preceding calendar year
(excluding committee fees) 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 are granted with exercise prices equal to
the fair market value of the Class A common stock on the date of grant. In 1999,
all Board members received such options to purchase 3,855 shares, with the
exception of Mr. Van Dam, who received an option to purchase 2,843 shares. Mr.
Van Dam left the Board in November 1999. Mr. Whalen joined the Board in 1999 and
so was not eligible to receive options.
REPORT TO STOCKHOLDERS ON
COMPENSATION MATTERS
The 1999 compensation of the Chairman, the President and Chief Executive
Officer, and the Executive Vice President and Chief Operating Officer of the
Company (the "three named officers") was established by the members of the
Compensation Committee of the Board of Directors. None of the three directors
comprising the Compensation Committee is an employee of the Company, although
Mr. Buonanno is a cousin by marriage to Mr. R. Boss, who was President and Chief
Executive Officer during most of 1999. See also "Compensation Committee
Interlocks and Insider Participation" on page 8. The compensation of the
remaining executive officers of the Company was reviewed and approved by the
three named officers, with input from the Company's Manager of Compensation and
Benefits.
The elements of compensation for each executive officer consist of base
pay, annual incentive bonus and long-term incentives. The compensation of the
three named officers was based on three primary factors:
-- The performance of the executive in meeting key strategic objectives,
including increasing stockholder value.
-- 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 Compensation Committee is privy to
external compensation data through the Company's participation in, and analysis
of, periodic compensation surveys conducted by independent consulting firms and
associations, including but not limited to Towers-Perrin and Hewitt Associates,
which report on compensation paid to other executives at companies of similar
size. There are approximately 350 companies in the various survey groups. This
number is subject to occasional change from year to year. The Compensation
Committee extrapolated the survey information using a combination of single and
multiple regression analyses. Factors used in the regression analyses included,
but were not limited to, corporate sales, company assets, stockholders' equity,
return on equity, board membership, and years of service. In addition, the
Compensation Committee utilized the survey data to gauge the Company's
competitive position with other companies with respect to bonus and stock option
grants.
On November 15, 1999, Mr. David Whalen was appointed President and Chief
Executive Officer, Mr. Bradford Boss was appointed Chairman Emeritus, and Mr.
Russell Boss was appointed Chairman of the Company.
Mr. Whalen's base pay compensation was determined utilizing the same
methodology as was used to determine the compensation of the three named
officers.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers as of the end of any fiscal year. However,
the statute exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met. The Board and the Compensation Committee
currently intend to structure performance-based compensation, including
6
<PAGE> 9
stock option grants and annual bonuses, to executive officers who may be subject
to Section 162(m) in a manner that satisfies those requirements.
The Board and the Compensation Committee reserve the authority to award
non-deductible compensation in other circumstances as they deem appropriate.
Because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, despite the Company's efforts, that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.
The following is a more specific discussion of each compensation component:
BASE SALARY:
The Compensation Committee targets its base pay for the Chief Executive
Officer 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
Compensation Committee believes the base pay for its executives has been within
this range for the last several years.
In considering 1999 base salary increases for the three named officers, the
Compensation Committee reviewed Company performance for 1998, as well as pay of
similar level officers in the survey groups referred to above.
Based on this review, the Compensation Committee determined not to make any
base salary increases to Russell Boss's and John Buckley's compensation. In
addition, Bradford Boss's base salary was reduced to $175,000 for 1999
reflecting a change in his responsibilities.
Mr. Whalen's base salary was set at $425,000 for 2000. Effective January 1,
2000 the Chairman's base salary was set at $35,000 and the Chairman Emeritus' at
$25,000. The remaining three highest paid executive officers received a weighted
average increase of 7.8%.
BONUS:
Bonus payments to executives for 1999 performance were governed by the
Executive Compensation Program approved by the Compensation Committee for 1999.
All of the named officers in the Summary Compensation Table, except for Mr.
Byrnes and Mr. Whalen, were participants in this plan. The annual incentive
payments to eligible executives are designed to provide rewards based on meeting
approved business plans. This is measured by whether or not the Company achieved
a particular level of operating income or loss before taxes (OIBT).
Under the program, the OIBT benchmarks for 1999 were similar to 1998. Based
on those OIBT benchmarks, the five participating named officers failed to earn a
bonus for 1999 performance. The Chief Financial Officer was awarded a
discretionary bonus of $20,000 and the Vice President of Operations was awarded
a discretionary bonus of $20,000.
Mr. Byrnes left the Company in November 1999 and therefore received no
bonus.
Mr. Whalen received a bonus of $39,843 for 1999.
The Company analyzes its total cash compensation (base salary plus bonuses)
in relation to other similarly sized companies and targets the 75(th) percentile
as a competitive norm assuming the maximum bonus percentage is earned. Applying
the most recent survey data available to the Company (April 1999), the total
cash compensation for the named officers as a group was below the 50th
percentile compared to other companies included in the surveys.
LONG-TERM INCENTIVES:
The Company has relied upon grants under the Omnibus Incentive Plan to
provide key officers and managers with an ownership position in the Company to
create a long-term incentive to increase stockholder value.
In the interest of retaining key management talent and of providing
appropriate incentives to increase stockholder value, the Compensation Committee
recommended the following action to the Board of Directors:
A restricted stock grant was made to certain members of the executive group
in February 1999. The named officers who received restricted stock and the
amount of restricted stock they received were as follows: Mr. Buckley, 20,000
shares, Mr. Ruggieri, 17,500 shares and Mr. Perreault, 17,500 shares. One third
of each of the grants vests in February 2001, with the balance vesting in
February 2002.
In November 1999, Mr. Whalen received grants of 521,600 non-qualified stock
options; for details see the Option Grants in Last Fiscal Year table on page 10.
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<PAGE> 10
Five hundred thousand of the shares subject to options are exercisable in
four equal annual installments, commencing November 15, 2000. The other options
are exercisable in full six months after the grant date.
The foregoing report is presented by the following:
1999 COMPENSATION COMMITTEE
Bernard V. Buonanno, Jr.
H. Frederick Krimendahl II
Terrence Murray, Chairman
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER
PARTICIPATION
As indicated under "Report to Stockholders on Compensation Matters" above,
the 1999 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 Compensation Committee. The Compensation Committee is comprised of
Terrence Murray, H. Frederick Krimendahl II, and Bernard V. Buonanno, Jr. The
compensation of the remaining executive officers of the Company was reviewed and
approved by the Messrs. Boss and Mr. Buckley.
Bradford R. Boss was a member of the committee of the board of directors of
FleetBoston Financial Corporation responsible for determining compensation
during 1999. As of October 1, 1999, Mr. B. Boss no longer sat on the FleetBoston
Financial Corporation board of directors or compensation committee. Terrence
Murray, a director of the Company, is Chairman and Chief Executive Officer of
FleetBoston Financial Corporation and is Chairman of the Company's Compensation
Committee.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to each of
the Company's Chief Executive Officers who served in 1999 and the five other
most highly compensated executive officers during the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- ------------------------
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) AWARDS OPTIONS COMPENSATION
------------------ ---- --------- ----- --------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Russell A. Boss 1999 $445,000 0 $4,269 0 3,855(3) $5,557(4)
Chairman (President 1998 443,000 0 4,320 0 80,716(5) 5,473
and Chief Executive 1997 433,000 0 4,320 0 21,740(6) 5,349
Officer through
November 14, 1999)
Bradford R. Boss 1999 195,000 0 4,269 0 3,855(3) 6,198(7)
Chairman Emeritus 1998 311,667 0 4,320 0 39,916(5) 6,049
(Chairman of the 1997 305,000 0 4,320 0 21,740(6) 5,860
Board through
November 14, 1999)
David G. Whalen 1999 57,635(8) 39,843 547 $228,125(9) 521,600 0
President and Chief 1998 -- -- -- -- -- --
Executive Officer 1997 -- -- -- -- -- --
John E. Buckley 1999 400,000 0 4,269 113,750(9) 3,855(3) 4,800(10)
Executive Vice
President, 1998 398,167 0 4,320 0 72,416(5) 4,800
Chief Operating Officer 1997 389,000 0 4,320 0 31,740(6) 4,750
Robert J. Byrnes, Jr. 1999 343,749 0 3,558 0 0 4,800(10)
President and Chief 1998 261,458 $41,833 3,600 0 50,000 4,800
Operating Officer, PCG 1997 116,506 0 1,697 106,250(11) 0 0
John T. Ruggieri 1999 176,250 $20,000 3,558 99,531(9) 0 4,800(10)
Senior Vice President, 1998 172,500 18,000 3,600 0 25,000 4,800
Chief Financial Officer 1997 145,207 21,750 3,600 0 40,265 4,656
Stephen A. Perreault 1999 166,031 $20,000 3,558 99,531(9) 0 4,800(10)
Vice President 1998 159,679 12,000 3,600 0 18,000 4,800
Operations 1997 148,625 14,800 3,600 0 18,499 4,750
</TABLE>
- --------------------------------------------------------------------------------
(1) Messrs. R. Boss, B. Boss and Buckley's salaries include director fees of
$20,000 for 1999, 1998 and 1997.
(2) 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.
(3) Number of securities shown includes 3,855 shares underlying formula option
received as a director of the Company pursuant to the Company's Omnibus
Incentive Plan.
(4) Mr. R. Boss's All Other Compensation for 1999 consists of 401(k)
contributions ($4,800) and split dollar life insurance premiums ($757).
(5) Number of securities shown includes 1,916 shares underlying formula option
received as a director of the Company pursuant to the Company's Omnibus
Incentive Plan.
(6) Number of securities shown includes 1,740 shares underlying formula option
received as a director of the Company pursuant to the Company's
Non-Qualified Stock Option Plan.
(7) Mr. B. Boss's All Other Compensation for 1999 consists of 401(k)
contributions ($4,800) and split dollar life insurance premiums ($1,398).
(8) Mr. Whalen was hired on November 15, 1999.
(9) Messrs. Buckley, Ruggieri and Perreault received restricted stock awards
on February 3, 1999. Mr. Buckley received 20,000 shares at a market value
of $113,750; Mr. Ruggieri and Mr. Perreault each received 17,500 shares at
a market value of $99,531. The restrictions will lapse over three years,
with restrictions lapsing as to one third of the shares two years from the
date of grant, and the balance lapsing three years from the date of grant.
Mr. Whalen received a restricted stock award on November 15, 1999 of
50,000 shares at a market value of $228,125. The restrictions lapse as to
one half of the shares, two years from the date of grant, as to one
quarter of the shares, three years from the date of grant, and as to the
final quarter, four years from the date of grant.
(10) Messrs. Buckley, Byrnes, Perreault and Ruggieri's All Other Compensation
for 1999 consists of 401(k) contributions.
(11) Mr. Byrnes' employment terminated on November 17, 1999. Upon Mr. Byrnes'
termination, all rights under the restricted stock grant were canceled.
9
<PAGE> 12
STOCK OPTIONS
The following tables set forth, as to each of the Chief Executive Officers
who served in 1999 and the five other most highly compensated executive officers
of the Company, information with respect to stock option grants in 1999, options
exercised during 1999 and year-end values of unexercised options. No options
were exercised by these officers in 1999. The Company does not currently grant
any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER PERCENTAGE AT ASSUMED ANNUAL RATES
OF OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR THE
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME GRANTED IN 1999(1) PRICE DATE(2) 5% 10%
---- ---------- ---------- -------- ----------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
David G. Whalen 500,000 85.07% $4.56 November 15, 2009 $1,434,666 $3,635,725
1,600 0.27% $4.75 November 16, 2009 $ 5,513 $ 13,280
2,000 0.34% $5.75 November 23, 2009 $ 7,232 $ 18,328
1,400 0.24% $5.69 November 23, 2009 $ 5,150 $ 12,917
16,600 2.82% $5.88 November 23, 2009 $ 57,953 $ 150,047
Bradford R. Boss 3,855(3) 0.66% $4.34 October 1, 2009 $ 10,531 $ 26,687
Russell A. Boss 3,855(3) 0.66% $4.34 October 1, 2009 $ 10,531 $ 26,687
John E. Buckley 3,855(3) 0.66% $4.34 October 1, 2009 $ 10,531 $ 26,687
Robert J. Byrnes(4)
John T. Ruggieri(4)
Stephen A. Perreault(4)
</TABLE>
- ---------------
(1) For purposes of this table, the total number of options granted to employees
in 1999 was 587,783, including 33,683 options granted to the Company's
directors under the formula provisions of the Company's Omnibus Incentive
Plan.
(2) Subject to earlier termination in the event of termination of the grantee's
office.
(3) These options were received as a director of the Company under the formula
provisions of the Company's Omnibus Incentive Plan, further described herein
under "Director Compensation."
(4) No options were granted to Messr. Byrnes, Ruggieri or Perreault during 1999.
OPTION VALUES AT FISCAL YEAR END
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END(1)
------------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
David G. Whalen 0 521,600 $0 $ 0
Bradford R. Boss 153,281 16,522 $0 $241
Russell A. Boss 180,481 30,122 $0 $241
John E. Buckley 238,348 27,355 $0 $241
Robert J. Byrnes 16,666 -- $0 $ 0
John T. Ruggieri 56,931 8,334 $0 $ 0
Stephen A. Perreault 30,499 6,000 $0 $ 0
</TABLE>
- ---------------
(1) Based on the mean between the high and low trading prices of the Class A
common stock on December 31, 1999 ($4.40625) minus the exercise price.
10
<PAGE> 13
PERFORMANCE GRAPH
The following graph compares the market performance of the Company's Class
A common stock over the Company's last five fiscal years to the American Stock
Exchange Market Value Index and to the Russell Group 2000 (as the Company's 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, 1994 and that all dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
A. T. CROSS COMPANY RUSSELL 2000 INDEX AMEX MARKET INDEX
------------------- ------------------ -----------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 115.89 128.44 128.90
1996 93.40 149.77 136.01
1997 85.10 183.23 163.66
1998 46.74 178.09 161.44
1999 39.13 212.98 201.27
</TABLE>
The Company has chosen the Russell Group 2000 as a meaningful peer group
against which to compare its performance. The Russell Group 2000 represents a
broad based group of small capitalization stocks and is generally believed to be
indicative of market performance for small capitalization companies.
11
<PAGE> 14
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 15 20 25 30 35
- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$125,000 $ 30,000 $40,000 $ 50,000 $ 50,000 $ 50,000
150,000 36,000 48,000 60,000 60,000 60,000
175,000 42,000 56,000 70,000 70,000 70,000
200,000 48,000 64,000 80,000 80,000 80,000
225,000 54,000 72,000 90,000 90,000 90,000
250,000 60,000 80,000 100,000 100,000 100,000
300,000 72,000 96,000 120,000 120,000 120,000
400,000 96,000 128,000 160,000 160,000 160,000
450,000 108,000 144,000 180,000 180,000 180,000
500,000 120,000 160,000 200,000 200,000 200,000
</TABLE>
- --------------------------------------------------------------------------------
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 above reflect the aggregate of the benefits under both the qualified and
non-qualified plans. In each case, the indicated benefit will be reduced by the
individual's social security credit. 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 1999.
As of January 1, 2000, each of the individuals named in the Summary
Compensation Table was credited with sixteen years of service under the Plan
with the exception of Stephen A. Perreault, who was credited with five years of
service, and David G. Whalen who became a participant in the Plan effective
January 1, 2000. At the time that Robert Byrnes' employment terminated he had no
vested pension benefit.
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 highest average of the covered compensation
paid to such individual over five consecutive years 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
APPROVAL OF INDEPENDENT
PUBLIC ACCOUNTANTS
At the annual meeting, holders of Class B common stock will appoint
auditors to examine the financial statements of the Company and its subsidiaries
for the year 2000. Deloitte & Touche LLP has been nominated by the Board of
Directors as such auditors. One or more representatives of Deloitte & Touche LLP
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 its auditors during the year, considers the effect that
performing such services might have on audit independence, and approves
guidelines under which management may engage the auditors to perform non-audit
services. It also reviews the services performed to see that they are consistent
with its guidelines.
APPROVAL OF OMNIBUS INCENTIVE PLAN AMENDMENT
In April 1998, the stockholders approved the adoption of the Omnibus
Incentive Plan (the "Omnibus Plan"). The Omnibus Plan provides a flexible
structure through which the Compensation Committee of the Board of Directors may
make long-term incentive awards, such as option grants and grants of restricted
stock, from one pool of reserved shares to officers and key employees of the
Company.
The purpose of the Omnibus Plan is to attract, retain and motivate
management personnel by providing them with long-term performance based equity
interests in the Company. The Board of Directors has recommended that the number
of shares available for the grant under the Omnibus Plan be increased by
1,100,000 shares, and the proposed amendment would accordingly increase the
authorized shares by 1,100,000. Currently, there are no shares available for the
grant of options or other awards under the Omnibus Plan.
Grants of options have been made to the Company's new President and Chief
Executive Officer as well as to other new executives to the Company, all or some
of which grants may be subject to stockholder approval of the amendment to
increase the number of shares reserved for grant in the Omnibus Plan. The
proposed increase in the number of shares authorized for awards under the Plan
is intended both to accommodate the conditional grants authorized by the
Compensation Committee and to provide for a reasonable reservoir of authorized
shares for future grants. If the amendment to the Omnibus Plan is approved, of
the 1,100,000 shares to be authorized by the amendment it is expected that David
G. Whalen, President and Chief Executive Officer, will receive approximately
100,000 shares pursuant to an option grant (the 100,000 shares are part of the
option grant of 500,000 shares made to Mr. Whalen in November 1999; see the
Option Grants in Last Fiscal Year Table on page 10) and certain members of the
executive group will receive 50,000 shares pursuant to option grant.
SUMMARY OF THE OMNIBUS INCENTIVE PLAN
A summary of the terms and provisions of the Omnibus Plan is set forth
below.
The Omnibus Plan is administered by the Compensation Committee. So long as
it acts consistently with the express provisions of the Omnibus Plan, the
Compensation Committee has the authority to (a) determine the persons to whom
awards shall be granted; (b) determine the size of and to grant awards; (c)
determine the terms and conditions applicable to awards; (d) determine the terms
and provisions of award agreements; (e) interpret the Omnibus Plan, and (f)
prescribe, amend and rescind rules and regulations relating to the Omnibus Plan.
The Board may suspend, terminate, modify or amend the Omnibus Plan at any
time without shareholder approval except to the extent that shareholder approval
is required by law, exchange requirements, the Company's Articles of
Incorporation or by-laws. The Board may not, however, without the consent of the
employee to whom an award was previously granted, adversely affect the rights of
that employee under the award.
The Omnibus Plan provides for grants to eligible employees of awards
including but not limited to (a) options to purchase shares of common shares
("Options") consisting of (i) Incentive Stock Options at not less than the full
market value on the date of grant (except in the case of a shareholder
possessing more than 10% of the total combined voting power of all classes of
Company stock, in which case the exercise price shall be not less than 110% of
the fair market value on the date of grant); (ii) Non-qualified Stock Options at
an exercise price determined by the Compensation Committee; (b) Stock
Appreciation Rights (either tandem or freestanding) which are rights to receive
an amount equal to the increase, between the date of grant and the date of
exercise, in the fair market value of the number of shares of common shares
subject to the Stock Appreciation Right; (c) shares of Restricted Stock which
are common shares
13
<PAGE> 16
granted to an Employee but which have certain conditions attached to them which
must be satisfied in order for the Employee to have unencumbered rights to the
Restricted Stock; and (d) Performance Awards which are awards in common shares
or cash and which may be awarded based on the extent to which the Employee
achieves selected performance objectives over a specified period of time. All
material terms of such awards shall be determined by the Compensation Committee.
At the discretion of the Compensation Committee, in the event of a change in
control, as defined in the Omnibus Plan, certain awards may vest immediately.
Pursuant to the terms of the Omnibus Plan, at the discretion of the
Compensation Committee, Awards may be granted to employees of the Company or its
Affiliates, including directors of the Company, except that non-employee
directors are only eligible to receive Non-Qualified Stock Options under an
automatic formula award as set forth in the Omnibus Plan. The approximate number
of persons eligible to receive awards under the Plan is 60. The fair market
value of the shares to be reserved for grant pursuant to the proposed amendment
was $5.375 as of March 3, 2000.
Unless earlier terminated by the Board of Directors, the Omnibus Plan
continues indefinitely, except that no Incentive Stock Option shall be granted
more than 10 years after the effective date of the Omnibus Plan.
TAX CONSEQUENCES OF OPTION AWARDS
No income is recognized by an optionee when an incentive stock option is
granted or exercised. If the stock obtained upon exercise is sold more than one
year after exercise and two years after grant, the difference between the option
price and the amount realized on the sale is taxable to the optionee as
long-term capital gain. The Company is not entitled to a deduction as a result
of the grant or exercise of an incentive stock option or the sale of the stock
acquired upon exercise if the stock is held by the optionee for the requisite
periods.
If, however, the stock acquired upon exercise of an incentive stock option
is sold less than one year after exercise or less than two years after grant,
the lesser of (i) the difference between the fair market value on the date of
exercise and the option price or (ii) the difference between the amount realized
on the sale and the option price is taxable to the optionee as ordinary income
and the Company is entitled to a corresponding deduction. The excess of the
amount realized on the sale over the fair market value on the date of exercise,
if any, is taxable as long-term or short-term capital gain, depending on the
length of time the stock is held.
The excess of the fair market value of the stock over the option price on
the date of exercise of an incentive stock option will increase the optionee's
alternative minimum taxable income, which, in certain instances, may result in
the optionee's being subject to the alternative minimum tax.
There will be no federal income tax consequences to either the optionee or
the Company on the grant of a non-qualified option. Upon the exercise of a
non-qualified option, the optionee has taxable ordinary income equal to the
excess of the fair market value of the shares of stock received on the exercise
date (or the date on which any substantial risk of forfeiture lapses) over the
option price of the shares. The Company will be entitled to a federal income tax
deduction in an amount equal to such excess. Upon a subsequent sale or taxable
exchange of shares acquired upon exercise of an option, an optionee will
recognize long-term or short-term capital gain or loss equal to the difference
between the amount realized on the sale and the tax basis of such shares.
The Board of Directors unanimously recommends a vote "for" approval of the
amendment to the Omnibus Incentive Plan to increase the number of shares
reserved for option and other equity awards by 1,100,000 shares, and the
enclosed proxy will be voted in favor of the amendment unless the proxy
specifically indicates otherwise.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 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 1999 its
Insiders complied with all applicable Section 16(a) filing requirements except
that Bradford R. Boss and Russell A. Boss inadvertently failed to file Forms 4
on a timely basis relating to stock sold by a trust for which they both serve as
trustees.
14
<PAGE> 17
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items 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,
proxies in the enclosed form returned as instructed will be voted in accordance
with the recommendation of the Board of Directors, or in the absence of such a
recommendation, in accordance with the judgement of the proxy holder.
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
Vice President, Legal and
Corporate Secretary
Dated: March 23, 2000
15
<PAGE> 18
4890-PS-00
<PAGE> 19
DETACH HERE
PROXY
A.T. CROSS COMPANY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned holder of Class A common stock of A.T. Cross Company does
hereby constitute and appoint Bradford R. Boss, Russell A. Boss, and Edwin G.
Torrance, or any one of them as attorneys and proxies of the undersigned, with
full power of substitution for, and in the name and stead of, the undersigned to
appear and vote all shares of Class A common stock of A.T. Cross Company held of
record in the name of the undersigned at the annual meeting of A.T. Cross
Company to be held at the offices of the Company, One Albion Road, Lincoln,
Rhode Island 02865 on Thursday, April 27, 2000 at 10:00 A.M. and at any and all
adjournments thereof as designated.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE> 20
A.T. CROSS COMPANY
C/O EQUISERVE, LIMITED PARTNERSHIP
P.O. BOX 9398
BOSTON, MA 02205-9398
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS
1, 2 AND 3.
<TABLE>
<CAPTION>
<S> <C> <C>
1. NUMBER OF DIRECTORS: 2. ELECTION OF CLASS A DIRECTORS: 3. APPROVAL OF AMENDMENT TO OMNIBUS
Fixing the number of Class A directors NOMINEES: (01) Galal Doss, (02) Terrence INCENTIVE PLAN:
at three and Class B directors at six. Murray, (03) James C. Tappan
FOR AGAINST ABSTAIN FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] ________________ 4. OTHER BUSINESS:
For all nominees except as noted above. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
said meeting or any adjournment thereof
upon which Class A common stockholders
are entitled to vote.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please date, sign and mail promptly in the enclosed envelope.
This proxy will not be used if you attend the meeting in person
and so request.
Important: Please sign exactly as your name or names appear at
left. 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.
</TABLE>
Signature: ______________ Date: _______ Signature: ______________ Date: _______
