CULBRO CORP, DEF 14A, 1994-03-17

CULBRO CORP
DEF 14A, 1994-03-17
TOBACCO PRODUCTS

Previous: CROSS A T CO, DEF 14A, 1994-03-17

Next: DRAVO CORP, DEF 14A, 1994-03-17

<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12

CULBRO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$125.00
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
CULBRO CORPORATION
------------------------------------------------------------------------
4) Date Filed:
3/4/94
------------------------------------------------------------------------
<PAGE>
CULBRO CORPORATION

[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 7, 1994

PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Culbro
Corporation (the "Corporation") will be held at 2 Waterside Crossing of the
Corporation's Griffin Center Office Park in Windsor, Connecticut, on the 7th day
of April 1994, at 10:00 A.M., local time, to consider and act upon:

1. The election of directors of the Corporation;

2. The approval of the grant of an option to purchase the Corporation's
Common Stock pursuant to an employment agreement with the Corporation's
chief financial officer, Jay M. Green;

3. The approval of the selection of the Corporation's independent
accountants for 1994;

4. A shareholders' proposal relating to cumulative voting; and

5. Such other business as may properly be brought before the Meeting or any
adjournment thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

PLEASE NOTE THAT THE ANNUAL MEETING IS IN CONNECTICUT, RATHER THAN IN NEW
YORK CITY AS HAS BEEN OUR PRACTICE FOR MANY YEARS. IF YOU PLAN TO ATTEND PLEASE
SO SIGNIFY WHERE NOTED ON THE PROXY CARD AND DIRECTIONS WILL BE SENT TO YOU.

Only shareholders of record at the close of business on February 28, 1994
are entitled to notice of, and to vote at, the Annual Meeting.

A. ROSS WOLLEN
SECRETARY

Dated: March 14, 1994

<PAGE>
CULBRO CORPORATION
387 Park Avenue South
New York, New York 10016-8899

------------------------

PROXY STATEMENT

This Proxy Statement is furnished to the shareholders of Culbro Corporation
(the "Corporation") in connection with the solicitation by the Board of
Directors of proxies for the Annual Meeting of Shareholders to be held on April
7, 1994 at 10:00 A.M., local time, at 2 Waterside Crossing of the Corporation's
Griffin Center Office Park in Windsor, Connecticut, for the purposes set forth
in the accompanying notice of meeting.

GENERAL

This solicitation is being made on behalf of the Board of Directors of the
Corporation. The initial distribution of proxy materials is expected to be made
on or about March 14, 1994. Any proxy received in the accompanying form may be
revoked by the person executing it at any time before the authority thereby
granted is exercised. Proxies received by the Board of Directors in such form
will be voted at the meeting or any adjournment thereof as specified therein by
the person giving the proxy; if no specification is made the shares represented
by such proxy will be voted (i) for the election of directors as described in
this Proxy Statement; (ii) for approval of the grant of an option to purchase
the Corporation's Common Stock pursuant to an employment agreement with the
Corporation's chief financial officer, Jay M. Green; (iii) for approval of the
selection of Price Waterhouse as independent accountants for the Corporation for
1994; and (iv) against a shareholders' proposal relating to cumulative voting.
Management expects that the proposal will be presented by the shareholders at
the meeting. If the proposal is not presented by the shareholders, management
does not intend to present it and in that event no vote on the proposal will be
taken. For voting purposes (as opposed to for purposes of establishing a quorum)
abstentions and broker non-votes will not be counted in determining whether the
directors standing for election have been elected or whether the three other
matters to be voted on have been approved. Proposals by shareholders for the
Corporation's 1995 Annual Meeting of Shareholders must be received by the
Corporation before November 15, 1994.

Management knows of no matters which may be brought before the Annual
Meeting or any adjournment thereof other than those described in the
accompanying notice of meeting and routine matters incidental to the conduct of
the meeting. However, if any other matter should come before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy or their substitutes to vote the proxy in accordance
with their judgment on such matters.

The cost of solicitation of proxies by the Board of Directors will be borne
by the Corporation. Such solicitation will be made by mail and in addition may
be made by officers and employees of the Corporation personally or by telephone,
facsimile machine or telegram. Proxies and proxy material will also be
distributed through brokers, custodians and other like parties.

Each holder of a share of Common Stock of the Corporation will be entitled
to one vote for each share held of record by such person at the close of
business on February 28, 1994, which is the record date fixed by the Board of
Directors for the determination of shareholders entitled to notice of, and to
vote at, the meeting or any adjournment thereof. As of such date the Corporation
had outstanding 4,308,288 shares of Common Stock (excluding 240,902 shares of
treasury stock).
<PAGE>
ELECTION OF DIRECTORS

At the 1994 Annual Meeting of Shareholders, eleven (11) directors (which
will comprise the entire Board) are to be elected. The Board of Directors
proposes the nominees listed below for election as directors to serve until the
1995 Annual Meeting of Shareholders and until their successors are duly elected
and qualified. All of the nominees have served as directors since the last
Annual Meeting. The directors must be elected by a plurality of the votes cast
in person or by proxy by shareholders entitled to vote at the meeting. If for
any reason any nominee or nominees become unavailable for election, the proxy
holders will vote for such substitute nominee or nominees as may be designated
by the Board of Directors.

INFORMATION CONCERNING DIRECTORS

2
<PAGE>

<TABLE>
<CAPTION>
(AGE) AND
DATE SINCE WHICH
NAME HAS CONTINUOUSLY
(LETTERS REFER TO SERVED AS A PRINCIPAL OCCUPATION AND
COMMITTEE MEMBERSHIPS, DIRECTOR OF THE BUSINESS EXPERIENCE ALSO SERVES AS A DIRECTOR
IDENTIFIED BELOW) CORPORATION DURING PAST FIVE YEARS (1) OF THE FOLLOWING CORPORATIONS
- --------------------------- ---------------- -------------------------------- --------------------------------
<S> <C> <C> <C>
John L. Ernst (3) (53) 1983 Chairman of the Board and First Financial Caribbean
(b), (c), (e) President of Bloomingdale Corporation
Properties, Inc. -- investments
and real estate
Thomas C. Israel (50) 1989 A Director and Chairman of A.C. Chase N.B.W., Glenayre
(a), (f) Israel Enterprises, Inc. -- Technologies, Inc., Noel Group,
investments Inc.
Dan W. Lufkin (61) 1976 Private investor American Medical International,
(a), (b), (c), (d), (e) Syratech, Inc., Savoy Pictures,
Inc., Allen & Co., Inc., London
Fog Industries
Graham V. Sherren (56) 1987 Chairman and Chief Executive ARIS, Hundred Acre Securities
(f) Officer, Centaur Communications Ltd., Input Type Setting Ltd.,
Limited -- publisher of Gieves Group Ltd., Vexford
magazines and trade periodicals Holdings Ltd., Stace-Barr Ltd.
in the United Kingdom
Peter J. Solomon (55) 1980 Chairman, Peter J. Solomon Centenniel Cellular Corp.,
(b), (d) Company Limited -- investment Century Communications Inc.,
bankers; Vice Chairman of Bradlee's, Monro Muffler/Brake,
Shearson Lehman Brothers Inc. Inc., Office Depot, Inc.,
-- investment bankers Phillips-Van Heusen Corp.,
(1985-1989) Ralphs Grocery Co.,
The Eli Witt Company
Francis T. Vincent, Jr. (55) 1992 Private investor; senior advisor The Continental Insurance
(a), (b), (f) to Peter J. Solomon Company Company, Oakwood Homes Corp.,
Limited -- investment bankers Time Warner, Inc.
Commissioner, Major League
Baseball (1989-1992)
<FN>
- ------------------------------
Member of the: (a) Audit Committee; (b) Compensation Committee; (c)
Executive Committee; (d) Finance Committee; (e) Nominating Committee; and
(f) Strategic Planning Committee
(1) Except as otherwise indicated each director has had the same principal
occupation during the past five years. Positions not otherwise identified
are with the Corporation.
(2) Mr. Cullman is the father of Mr. Cullman, Jr., and the father-in-law of Mr.
Danziger.
(3) Mr. Ernst is the nephew of Mr. Edgar M. Cullman.
</TABLE>

The Board of Directors held 9 meetings during 1993. The Corporation has the
following Committees of the Board of Directors: Audit, Compensation, Executive,
Finance, Nominating and Strategic Planning. Committee memberships of the Board
of Directors are indicated in the above table. Directors as a whole attended
approximately 92% of the aggregate of all Board and Committee meetings (of
Committees of which they were members). Mr. Lufkin attended less than 75% of
combined Board and Committee meetings (of Committees of which he is a member).

3
<PAGE>
Effective January 1, 1991 the annual retainer paid to Members of the Board
of Directors and amounts paid per meeting were reduced by 10% from previous
years. In 1993 such retainer and amounts were not increased. Members of the
Board of Directors who are not employees of the Corporation received $16,200 per
year and $720 for each Board and Committee meeting attended in 1993. Committee
chairmen received $1,080 for each Committee meeting attended, except for the
chairmen of the Audit and Compensation Committees who received $1,350. Reduced
amounts were paid if more than one meeting was held on any day. Non-employee
Directors who are not members of the Cullman-Ernst group (See "Principal
Holders") participate in the Stock Option Plan for Non-employee Directors.

The Audit Committee, whose Chairman is Mr. Israel, reviews audit reports and
the scope of audit by both the Corporation's internal audit staff and its
independent accountants and related matters pertaining to the preparation and
examination of the Corporation's financial statements. From time to time such
Committee makes recommendations to the Board of Directors with respect to the
foregoing matters as well as with respect to the appointment of the
Corporation's independent accountants. The Audit Committee held two meetings in
1993 and recommended to the Board of Directors the selection of Price Waterhouse
(See "Selection of Independent Accountants").

The Nominating Committee, whose Chairman is Mr. Ernst, recommended to the
Board of Directors the election of the director-nominees proposed in this Proxy
Statement for election by the shareholders. The Nominating Committee reviews
incumbent directors and the qualifications of candidates suggested from all
sources, including Board members, management and shareholders. Shareholders
desiring to recommend candidates for election as directors at the Corporation's
1995 Annual Meeting of Shareholders should submit names and appropriate
biographical information to the Secretary of the Corporation before November 1,
1994.

For information about the Compensation Committee, see Compensation Committee
Report on Executive Compensation -- Interlocks and Insider Participation on page
13.

4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS

MANAGEMENT

The following table lists the number of shares of Common Stock of the
Corporation beneficially owned by the nominees for election as directors (who
are all current directors) and by all directors and officers of the Corporation
collectively:

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME SHARES(1) OUTSTANDING
- ------------------------------------------------------------------- ----------- ----------------
<S> <C> <C>
Bruce A. Barnet.................................................... 100 *
John L. Bernbach................................................... 600 *
Edgar M. Cullman................................................... 996,348 23%(2)
Edgar M. Cullman, Jr............................................... 875,954 20%(2)
Frederick M. Danziger.............................................. 164,120 4%(2)
John L. Ernst...................................................... 440,463 10%(2)
Thomas C. Israel................................................... 5,000 *
Dan W. Lufkin...................................................... 10,000 *
Graham V. Sherren.................................................. 500 *
Peter J. Solomon................................................... 1,000 *
Francis T. Vincent, Jr............................................. 1,000 *
All directors and officers collectively, consisting of seventeen 1,817,915 42%(1)
persons............................................................
<FN>
- ------------------------
* Less than 1%
(1) This information reflects the definition of beneficial ownership adopted by
the Securities and Exchange Commission. Beneficial ownership shown is sole
investment and voting power, except as reflected in footnote 2. Where more
than one person shares investment and voting power in the same shares such
shares may be shown more than once. Such shares are reflected only once,
however, in the total for all directors and officers. Excluded are shares
held by charitable foundations and trusts of which members of the Cullman
and Ernst families, including persons referred to in footnote 2, are
officers and directors.
(2) See "Principal Holders". Included within the shares shown as beneficially
owned by Mr. Cullman are 874,150 shares in which he holds shared investment
and/or voting power; included within the shares shown as beneficially owned
by Mr. Ernst are 416,321 shares in which he holds shared investment and/or
voting power; included within the shares shown as beneficially owned by Mr.
Danziger are 147,578 shares in which he holds shared investment and/or
voting power; and included within the shares shown as beneficially owned by
Mr. Cullman, Jr. are 728,564 shares in which he holds shared investment
and/or voting power. Excluded in each case are shares held by charitable
foundations and trusts in which such persons or their families or trusts for
their benefit are officers and directors. Messrs. Cullman, Ernst, Danziger,
and Cullman, Jr. disclaim beneficial interest in all shares over which there
is shared investment and/or voting power and in all excluded shares.
</TABLE>

5
<PAGE>
PRINCIPAL HOLDERS

As of December 31, 1993, a group consisting of Messrs. Cullman, direct
members of their families and trusts for their benefit; Mr. Ernst, his sister
and direct members of their families and trusts for their benefit; a partnership
in which members of the Cullman and Ernst families hold substantial direct and
indirect interests and charitable foundations and trusts of which members of the
Cullman and Ernst families are directors or trustees, owned an aggregate of
approximately 2,233,000 shares of the Corporation's Common Stock (approximately
52%). Among others, Messrs. Cullman and their wives, Mr. Ernst and to a lesser
extent Mr. Danziger (who is a member of the Cullman and Ernst group), hold
investment and voting power or shared investment and voting power over such
shares. Certain of such shares are pledged as security for loans payable under
standard pledge arrangements.

A form filed with the Securities and Exchange Commission on behalf of the
Cullman and Ernst group states that there is no formal agreement governing the
group's holding and voting of such shares but that there is an informal
understanding that the persons and entities included in the group will hold and
vote together the shares owned by each of them in each case subject to any
applicable fiduciary responsibilities.

The Gabelli Group, Inc., One Corporate Center, Rye, New York, NY 10580,
through certain wholly-owned subsidiaries, is the owner of an aggregate of
519,200 shares of the Corporation's Common Stock (approximately 12%). A form
filed with the Securities and Exchange Commission on September 18, 1991 by
Gabelli Funds, Inc. states that the securities have been acquired by GAMCO
Investors, Inc., a wholly-owned subsidiary of Gabelli Funds, Inc. and Gabelli
Funds, Inc., on behalf of their investment advisory clients. The Corporation has
been informed that no individual client of the Gabelli Group, Inc. has ownership
of more than 5% of the Corporation's Common Stock. An affiliate of the Gabelli
Group provides investment advisory services to the Corporation's pension fund
for which it receives customary advisory fees.

Heine Securities Corporation, 51 J.F.K. Parkway, Short Hills, N.J. 07078, is
the owner of an aggregate of 180,200 shares of the Corporation's Common Stock
(approximately 4.2%).

Dimensional Fund Advisors Inc. ("Dimensional"), 1299 Ocean Avenue, Santa
Monica, California 90401, a registered investment advisor, is deemed to have
beneficial ownership of 299,900 shares of the Corporation's Common Stock
(approximately 7%) as of February 9, 1994. All of such shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, the DFA Investment Trust Company, a registered open-end
investment company, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims beneficial
ownership of such shares.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and persons who own more than ten
percent of its Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Such persons are required by regulation to furnish the Corporation
with copies of all Section 16(a) forms they file. Based upon its involvement in
the preparation of certain of such forms, a review of the copies of other such
forms received by it and the written representation from one reporting entity
that no Form 5 was required for such entity, the Corporation believes that with

6
<PAGE>
respect to 1993 all such Section 16(a) filing requirements were satisfied,
except that Mr. Bernbach failed to file a Form 4 in a timely fashion respecting
his purchase of 500 shares of the Corporation's Common Stock in April 1993.

INTERESTS IN CERTAIN TRANSACTIONS

For the information of shareholders, attention is called to the following
transactions between the Corporation and other parties in which the persons
mentioned below might have had a direct or indirect interest.

1. Mr. Danziger is a member of the law firm of Mudge Rose Guthrie Alexander
& Ferdon. During the Corporation's 1993 fiscal year, such firm received for
services rendered approximately $895,394 from the Corporation, including
approximately $641,119 for services rendered relating to the acquisition of
Certified Grocers of Florida, Inc. by the Corporation's Eli Witt subsidiary.

2. The Corporation has a Directors and Officers Liability and Corporate
Reimbursement insurance policy with the Chubb Group of Insurance Companies. The
policy period is from February 19, 1993 through February 19, 1994 at a premium
of $122,000. The Corporation maintains a separate Pension Trust Liability
insurance policy covering employees acting in fiduciary capacities. The policy
period is from February 19, 1993 through February 19, 1994 at a premium of
$22,300. Thirty day extensions of both policies were secured.

See Compensation Committee Interlocks and Insider Participation on page 15,
for certain other interests.

The information given in this Proxy Statement with respect to the five-year
business experience of each director, beneficial ownership of stock, interlocks
and the respective interests of persons in transactions to which the Corporation
or any of its subsidiaries was a party (other than as appears from the records
of the Corporation), is based upon statements furnished to the Corporation by
its directors and officers.

7
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation for the
Corporation's Chief Executive Officer and the four highest-paid executive
officers, as well as the total compensation paid to each individual during the
Corporation's last three calendar years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------------------
AWARDS
ANNUAL COMPENSATION(1) --------------------------------
--------------------------------------- (G)
(E) (F) ---------------
(A) (C) --------------- --------------- SECURITIES
- ----------------------------------------- (B) --------- (D) OTHER ANNUAL RESTRICTED UNDERLYING
NAME AND --------- SALARY ----------- COMPENSATION STOCK AWARDS OPTIONS/SARS
PRINCIPAL POSITION YEAR ($) BONUS ($) ($) ($) (#)
- ----------------------------------------- --------- --------- ----------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Edgar M. Cullman......................... 1993 360,000 -- 17,242 -- --
Chairman of the Board and Chief 1992 360,000 -- 18,465 -- --
Executive Officer 1991 360,000 -- 19,038 -- --
Edgar M. Cullman, Jr..................... 1993 352,000 75,000(2) 25,510 -- --
President 1992 276,523 193,900(3) 25,776 -- --
1991 252,000 -- 25,290 -- --
Jay M. Green............................. 1993 340,000 120,000(2) 25,510 -- 14,900
Executive Vice President 1992 264,512 132,500(3) 25,390 -- 14,700
Chief Financial Officer 1991 240,000 -- 25,290 -- 20,600
A. Ross Wollen........................... 1993 176,900 55,000(2) 27,573 -- 10,000
Senior Vice President 1992 168,260 58,975(3) 26,415 -- 9,400
General Counsel & Secretary 1991 156,000 -- 25,020 -- 12,300
Peggy L. Kelston......................... 1993 128,500 10,000(2) 25,646 -- 4,200
Vice President 1992 120,471 31,325(3) 25,325 -- 3,900
Human Resources 1991 116,000 -- 22,220 -- 6,000
<FN>
- ------------------------------
(1) In December of 1990 the Corporation changed its fiscal year end from
December to November. However, the Annual Compensation column reflects
amounts paid during each calendar year. Amounts shown under Other Annual
Compensation include matching contributions made by the Corporation under
the Savings Plan and other miscellaneous cash benefits, not required to be
included, but do not include funding for or receipt of retirement plan
benefits (See "Employee Benefit Plans"). No executive officer who would
otherwise have been includable in such table resigned or terminated
employment during 1993.
(2) Cash bonuses paid in 1993 (other than to the chief executive officer)
pursuant to the Corporation's Annual Incentive Compensation Plan for 1992.
No bonuses are being paid with respect to 1993.
(3) Special cash bonuses were paid in 1993 (other than to the chief executive
officer) to the four next highest paid executive officers aggregating
$260,000, all in connection with the merger of one of the Corporation's
subsidiaries which closed in February 1993.
</TABLE>

EMPLOYEE BENEFIT PLANS

RETIREMENT PLAN

Retirement benefits are payable under the Corporation's Employees Retirement
Plan for officers and other employees of the Corporation and its participating
subsidiaries. Directors who are not employees do not participate. Benefits are
accrued under the Plan on a career-average earnings basis and through 1993 the
pension credit is 1.1% for annual compensation up to the individual's covered

8
<PAGE>
compensation as determined from published Social Security tables and 1.65% for
annual compensation above said amounts. Compensation is the base rate of
earnings as of the first business day of each Plan Year payable for service
during the Plan Year, excluding overtime, bonuses, incentive compensation or
other additional compensation. An updating formula has been periodically applied
to adjust for inflation. The estimated annual benefits payable as a life annuity
upon retirement at normal retirement age, which assumes service will continue
until age 65 at 1994 base salaries, for Messrs. Cullman, Jr., Green, Wollen and
Ms. Kelston are $99,825, $54,322, $63,563 and $45,538, respectively. The
retirement benefit for Mr. Cullman, Sr., reflecting the fact that he deferred
receipt since age 65, is $169,356, which under tax law he was required to begin
receiving April 1, 1989.

STOCK OPTION PLANS

In January of 1991 the Board of Directors approved the adoption of the 1991
Employees Incentive Stock Option Plan (the "1991 Plan") which was approved by
the Corporation's shareholders on May 9, 1991. Options granted pursuant to the
1991 Plan in 1991 and 1992 have substantially exhausted the options available
for grant thereunder and in December 1992 the Board of Directors approved the
adoption of the Culbro Corporation 1992 Stock Plan (the "1992 Plan") which was
approved by the Corporation's shareholders on April 8, 1993. Options to purchase
a total of 79,900 shares were granted under the 1992 Stock Plan to 13 employees
on January 27, 1993 at $16.75 per share. Such options are not exercisable until
three years from the date of grant.

Options currently outstanding were granted either under the 1991 Plan or the
1992 Plan (collectively the "Plans"). The Plans are administered by the
Compensation Committee of the Board of Directors (the "Committee"), none of
whose members may hold options granted pursuant to the Plans. The Committee
determines the form of the option agreements to be used under the Plans and the
terms and conditions to be included in such option agreements.

Under the 1992 Plan an aggregate 300,000 shares of Common Stock were
authorized to be made subject to options; of such shares 79,900 shares were
subject to unexercised options as of March 1, 1993. As of such date no shares
were available for grant under the 1991 Plan since the 1992 Plan has replaced
the 1991 Plan. Options are granted under the Plans at prices equal to 100% of
the fair market value of the shares of Common Stock on the date of grant.

Options granted under the Plans were intended to be incentive stock options
or nonqualified options. Options granted in 1990, 1991 and 1992 are 100%
exercisable three years after the date of grant and not before such date and
terminate eight years (six in the case of the 1990 grant) from such date. All
options permit the delivery, with the consent of the Committee, of previously
owned Common Stock of the Corporation in payment, in lieu of cash, for the
purchase of shares upon exercise. The Plans also contain a limitation on the
dollar amount of incentive stock options which may be granted to any employee
and restrictions pertaining to any grant to a 10% shareholder. Messrs. Cullman
do not participate in the Plans.

The Plans permit the grant together with an option of a stock appreciation
right payable in cash. If granted, such a right entitles the holder to receive
in cash upon exercise the difference between the option exercise price and the
market value of the Corporation's Common Stock in lieu of exercising the
attached option.

9
<PAGE>
The 1992 Plan also permits the grant of shares of the Corporation's Common
Stock. No such grants have been made.

The Corporation's shareholders have also approved a stock option plan for
non-employee Directors pursuant to which options to purchase 2,000 shares are
granted at each Annual Meeting to non-employee Directors who are not members of
the Cullman-Ernst group. In April 1993 options to purchase 14,000 shares were
granted to 7 non-employee Directors at the exercise price of $16.69 per share.

STOCK OPTION INFORMATION

No options have been exercised since 1990 by any executive officer of the
Corporation. Information pertaining to options granted to the named executives
from 1991 through 1993 is as follows:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES JAY M. A. ROSS PEGGY
UNDERLYING OPTIONS/SARS(1) GREEN WOLLEN KELSTON
- ------------------------------------------------------------------------------------ --------- --------- -----------
<S> <C> <C> <C>
Granted on January 31, 1991 at $14.00 per share..................................... 20,600 12,300 6,000
Granted on February 20, 1992 at $18.00 per share.................................... 14,700 9,400 3,900
Granted on January 27, 1993 at $16.75 per share..................................... 14,900 10,000 4,200
</TABLE>

(1) Options granted under the Plans were intended to be incentive stock options
or nonqualified options. Options granted are 100% exercisable three years
after the date of grant and not before such date and terminate eight years
from the date of grant. All options permit the delivery, with the consent of
the Committee, of previously owned Common Stock of the Corporation in
payment, in lieu of cash, for the purchase of shares upon exercise. Options
granted to the above named executives include tandem SARs.

STOCK OPTION GRANTS IN 1993 FISCAL YEAR

The following table sets forth the number of stock options granted at fair
market value to each of the named executive during fiscal year 1993.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL RATES OF
STOCK
NUMBER OF PERCENTAGE OF PRICE APPRECIATION FOR
SECURITIES TOTAL OPTIONS/ TEN YEAR
UNDERLYING SARS GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN 1993 BASE PRICE EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------- ------------- ----------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jay M. Green.................... 14,900 18.6 $ 16.75 1/27/01 $ 406,472 $ 647,256
A. Ross Wollen.................. 10,000 12.5 $ 16.75 1/27/01 $ 272,280 $ 434,400
Peggy Kelston................... 4,200 5.3 $ 16.75 1/27/01 $ 114,576 $ 182,448
</TABLE>

10
<PAGE>

AGGREGATED OPTIONS/SAR -- FISCAL YEAR-END OPTIONS/SAR VALUES

No options for the Corporation's common stock were exercised in 1993. The
Cullmans do not hold any options. The following table presents the value of
unexercised options and tandem SARs held by the other named executives at 1993
fiscal year end:

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING OPTIONS/SARS VALUE OF UNEXERCISED
HELD IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR END(#) AT FISCAL YEAR END(1)
-------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ----------------- -------------
<S> <C> <C> <C> <C>
Jay M. Green.............................................. 9,300 50,200 0 $ 59,225
A. Ross Wollen............................................ 6,100 31,700 0 $ 35,363
Peggy Kelston............................................. 2,400 14,100 0 $ 17,250
<FN>
- ------------------------
(1) The amounts presented in this column have been calculated based upon the
difference between a fair market value of $16.875 of the Corporation's
Common Stock on November 26, 1993 and the exercise price of each stock
option/SAR. Options granted to the named executives include tandem SARs. See
"Stock Option Plans" on page 9.
</TABLE>

ANNUAL INCENTIVE COMPENSATION PLAN

The Committee meets during the first quarter of each year to assess the
performance during the preceding fiscal year of the officers of the Corporation
and senior officers of its subsidiaries and to recognize and reward meritorious
performance by payment of incentive compensation with respect to such year.
Pursuant to a plan approved for 1993 by the Board of Directors such annual
incentive compensation was limited to predetermined percentages of each
recipient's annual salary and depended upon the achievement of specified
financial and subjective goals. Incentive compensation is payable in cash
subject to deferral under the Corporation's Deferred Incentive Compensation
Plan. No amounts were paid or will be paid as annual incentive compensation with
respect to the Corporation's 1993 fiscal year to any of the executive officers
listed in the Summary Compensation Table. Employees who do not participate in
the incentive compensation plan may be eligible for annual bonus payments
depending upon operating unit results. Mr. Cullman, Sr. did not participate in
the plan.

LONG TERM PERFORMANCE PLAN

In 1988 the Committee and the Board of Directors approved the Long Term
Performance Plan (the "Plan") which is intended to provide additional cash
compensation to certain officers of the Corporation and senior officers of its
subsidiaries selected by the Committee. Payments under the Plan were based on
the financial performance of the subsidiaries and the Corporation over
three-year performance cycles, beginning in 1989 and every other year
thereafter. The performance measurements which determined the payments to
subsidiary officers were based generally on cumulative net income and cumulative
cash flow for each subsidiary. Target goals in each category were set and
incentive compensation, as a percentage of salary, was paid depending upon
percentage of goal achieved. In 1992 the first payment under this Plan was made
only to participants from the Corporation's General Cigar Co., Inc. subsidiary
based on performance during the period 1989 through 1991. Corporate executives'
participation depended upon consolidated results in both categories exceeding by
10% subsidiary targets and no such incentive compensation was paid to any
Corporate executive. Approximately eight corporate executive officers and four
to nine senior officers at each subsidiary

11
<PAGE>
participate in the Plan. Mr. Cullman, Sr. did not participate in the Plan.
Subject to certain conditions, an employee may defer all or a portion of the
payment pursuant to the Corporation's Deferred Incentive Compensation Plan.

The second three-year performance cycle began with fiscal year 1991. The
award of compensation for officers of the Corporation's subsidiaries under this
second three-year performance cycle is based upon achievement of a predetermined
formula based upon the return on net assets for their respective subsidiaries.
Officers of the Corporation selected by the Committee will participate in the
Plan at the discretion of the Committee. The second performance cycle resulted
in no incentive compensation being paid. A similar third three-year performance
cycle began with fiscal year 1993. Mr. Cullman, Sr. will not participate in the
Plan.

DEFERRED INCENTIVE COMPENSATION PLAN

In 1982 the Board of Directors adopted the Deferred Incentive Compensation
Plan to be administered by the Committee, pursuant to which recipients of
incentive compensation and directors' fees may elect to defer receipt thereof.
Under a defined contribution arrangement amounts deferred earn interest,
compounded quarterly, at the prime rate less 1%. Such amounts are not intended
to be recognized for tax purposes until receipt. Participating recipients may
designate the amount and the time periods of deferral. Participants have no
vested rights in deferred amounts credited to their accounts and are general
creditors of the Corporation until such amounts are actually paid.

SAVINGS PLAN

The Board of Directors adopted a Savings Plan in 1982. The Savings Plan
covers salaried and hourly employees of the Corporation and its participating
subsidiaries who are employed in the United States, are over age 21 and have six
months of service. In 1993 a participating employee could have (i) saved up to
5% of annual base salary through payroll deductions, with the Corporation
contributing $0.40 on each dollar contributed; and (ii) saved an additional 10%
of annual base salary without receiving any matching contributions.
Contributions made in 1993 through payroll deductions not in excess of $8,994
per year may have been accumulated as before-tax savings pursuant to Section
401(k) of the Internal Revenue Code. Participants are permitted to choose to
allocate their contributions among several alternative investment options.

During the period from January 1, 1993 to December 31, 1993 the
Corporation's matching contributions under the Savings Plan for the accounts of
the individuals named under "Summary Compensation Table" are included under
Other Annual Compensation.

INSURANCE AND HEALTH PROGRAMS

The Corporation maintains a variety of employee welfare benefit plans
providing life, hospitalization, medical and long-term disability insurance for
its salaried and certain hourly paid employees. In addition the Corporation
provides life, hospitalization and medical insurance for certain of its retired
employees. The Corporation's aggregate contributions for such employee welfare
benefit plans through November 27, 1993 amounted to approximately $7,484,000.

In 1976 the Corporation adopted an Executive Life Insurance Program (the
"Program") pursuant to which insurance was purchased for middle and senior level
officers and employees. Insurance coverage of $20,000 was provided for each
$10,000 salary increment in excess of $50,000 and additional coverage of $10,000
was provided for each $10,000 salary increment in excess of $100,000 up to a
maximum insurance coverage of $250,000. As of July 1, 1988 the Program was
suspended and all benefits remain as they were as of that date. No new
participants have been offered benefits under this

12
<PAGE>
Program since its suspension. The aggregate face amount of such coverage through
November 30, 1993 was approximately $3,600,000. The amounts paid by the
Corporation in such year as premiums totaled approximately $122,000, which was
paid in part from a loan against the cash value of said insurance and the
balance in cash.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION --
INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee, whose Chairman is Mr. Ernst, supervises
management compensation and employee benefits and administers the Corporation's
pension, stock option, savings, health, incentive compensation and other
employee benefit plans. It held five meetings in 1993.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

Pursuant to Article III, Section 11 of the Corporation's By-Laws, the
Compensation Committee of the Board of Directors annually recommends "to the
Board compensation for officers and principal employees and agents, and its
recommendations for their participation in any compensation or other plan for
the benefit of employees... and shall administer all such plans...". It has been
the practice of the Committee to review, consider and approve the
recommendations of management as to all compensation paid to individuals by the
Corporation and its subsidiaries exceeding $75,000 per annum.

The chief executive officer and president, Messrs. Cullman, Sr. and Cullman,
Jr., respectively, are members of the Cullman and Ernst Group which owns
approximately 52% of the Corporation's Common Stock (see "Principal Holders").
They have declined to participate in the Corporation's Stock Option Plans and
Mr. Cullman, Sr. also does not participate in the Annual Incentive Compensation
Plan or the Long Term Performance Plan (see below).

POLICIES

The Committee intends that stock options and cash performance awards serve
as a significant part of executives' (other than the chief executive officer)
total compensation package, and thus they are granted and awarded in
consideration of present and anticipated performance as well as past
performance. Moreover, the stock options and cash performance awards are
intended to offer the top executives significant long-term incentives to
increase their efforts on behalf of the Corporation and its subsidiaries and to
focus managerial efforts on enhancing shareholder value. As indicated above, the
Committee's compensation philosophy is to have long-term incentives that pay
more for superior performance and less if performance does not achieve that
level. The Committee, in making its determinations with respect to stock option
and performance award grants and awards to the individual senior executives, was
guided by the percentage of the individual's base salary that the estimated
value of the stock options and cash performance awards would comprise. In the
case of the Messrs. Cullman incentives are to be achieved through potential
payments of incentive compensation. Mr. Cullman, Jr. participates in the annual
and long-term performance plans. Mr. Cullman, Sr.'s incentive compensation could
be substantial, based upon results, through appropriate ad hoc recognition for
significant accomplishment.

SALARY AND CASH BONUSES

The chief executive officer's salary has not been increased since 1990 and
will not be increased in 1994. The salaries of the other named executive
officers have increased an average of 8.2% per annum

13
<PAGE>

since 1990 and will not increase in 1994. Special cash bonuses were paid in 1993
(other than to the chief executive officer) to the other named executive
officers aggregating $260,000, all in connection with the merger of one of the
Corporation's subsidiaries which closed in February 1993. The Committee does not
believe it need now adopt any policy with respect to the recently enacted
$1,000,000 deduction cap of Internal Revenue Code Section 162 since no executive
officer is expected to receive compensation in such year in excess of such
amount..

STOCK OPTION PLANS

The Committee administers the Plans described under "Stock Option Plans". In
recent years options have been granted to approximately 15 employees including
the Corporation's senior management (other than Messrs. Cullman who have
declined to participate) and one or two senior officers at each of the
Corporation's operating companies. The Committee has determined that options be
granted to Messrs. Green and Wollen and operating company presidents at 100% of
their annual salaries. Effective in 1994, Mr. Green's compensation will be
determined in accordance with his employment contract (See "Employment Agreement
of Jay M. Green" on page 17). He will no longer participate in the Corporation's
regular Stock Option Plans. Other corporate staff and operating company
executive officers are awarded options at 60% and 40% of annual salary depending
upon relative seniority and responsibilities. No options have been exercised
since 1990 by any executive officer of the Corporation.

LONG TERM PERFORMANCE PLAN

The Committee administers the Long Term Performance Plan which is based upon
financial performance of the operating companies and the Corporation over
three-year cycles. The performance measurements which determined the payments to
subsidiary officers were based generally on cumulative net income and cumulative
cash flow for each subsidiary. Target goals in each category were set and
incentive compensation, as a percentage of salary, was paid depending upon
percentage of goal achieved. The first cycle (1989-91) resulted in payments to
the officers of only one operating company. The second cycle (1991-93) resulted
in no incentive compensation being paid.

ANNUAL INCENTIVE COMPENSATION PLAN

The Committee established and administers the Annual Incentive Compensation
Plan which is designed to recognize and reward meritorious performance during
the previous fiscal year. Such compensation is limited to predetermined
percentages of each recipient's annual salary and depends upon the achievement
of specified financial and subjective goals. Mr. Cullman, Sr. does not
participate in this Plan. A total of $416,700 was paid in 1993 with respect to
fiscal year 1992 to the named executives other than the chief executive offer.
No such payments were made to any of the Corporation's executive officers with
respect to fiscal year 1993.

COMPENSATION COMMITTEE

John L. Ernst, Chairman
Bruce A. Barnet
Edgar M. Cullman
Dan W. Lufkin
Peter J. Solomon
Francis T. Vincent, Jr.

14
<PAGE>

The Board Compensation Committee Report on Executive Compensation 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 the Securities Exchange Act of 1934, except to the extent that the
Corporation specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Cullman, Sr., Chairman and chief executive officer of the Corporation,
is a member of the Compensation Committee. Messrs. Cullman are members of the
Board of Bloomingdale Properties, Inc., of which Mr. Ernst, Chairman of the
Corporation's Compensation Committee, is Chairman and President. Mr. Cullman,
Sr. is Chairman of the Compensation Committee of Centaur Communications Limited,
of which Mr. Sherren is chief executive officer. Mr. Sherren is a Member of the
Corporation's Board but does not serve on its Compensation Committee.

Mr. Solomon is Chairman of Peter J. Solomon Company Limited which provides
the Corporation strategic planning and long-range financial advice pursuant to
an engagement letter effective June 1, 1989. Such agreement provides for
payments of $18,750 per quarter, plus expenses, and additional amounts for
specified projects. In 1993 such firm was paid $601,306 for services rendered
relating to a merger of the Corporation's Eli Witt subsidiary. Mr. Solomon is a
member of Eli Witt's Board of Directors. He was not paid any compensation in
1993 with respect to such membership. Mr. Vincent is a senior advisor to Peter
J. Solomon Company Limited.

Real estate management and advisory services have been provided to the
Corporation by an affiliate of Bloomingdale Properties, Inc., with which members
of the Cullman-Ernst group (see "Principal Holders") are associated. A fee of
$193,321 was paid by the Corporation in 1993 for management of the Corporation's
New York office building and for other real estate advisory services. Mr. Ernst
is Chairman and President of Bloomingdale Properties, Inc.

15
<PAGE>
STOCK PERFORMANCE GRAPHS

The following graph compares the yearly percentage changes in the cumulative
total shareholder return (assuming the reinvestment of dividends) on the
Corporation's Common Stock with the cumulative total return of the Standard and
Poor's 500 Composite Index and the Russell 2000 Index from December 1983 to
November 1993. It is assumed in the graph that the value of each investment was
$100 at December 1988.

[Proxy Perfomance Graph Goes Here]

Because the Corporation is comprised of five diverse businesses, no
published industry or line of business index was appropriate. Nor could it
construct an accurate peer group. The Russell 2000 was selected because it is
comprised of similarly capitalized companies.

16
<PAGE>

PROPOSAL TO APPROVE THE GRANT OF AN OPTION TO PURCHASE
THE CORPORATION'S COMMON STOCK PURSUANT TO AN EMPLOYMENT AGREEMENT WITH JAY M.
GREEN

On February 10, 1994 the Board of Directors approved for submission to the
Corporation's shareholders the grant of an option to purchase the Corporation's
Common Stock pursuant to an Employment Agreement (the "Employment Agreement") by
and between the Corporation and Jay M. Green, the Corporation's chief financial
officer.

EMPLOYMENT AGREEMENT OF JAY M. GREEN

The Corporation has approved the Employment Agreement, whereby Mr. Green
will be employed by the Corporation as Executive Vice President -- Finance and
Administration and Treasurer for a period of five years at a base salary of
$340,000 (subject to increases annually as determined by the Compensation
Committee) and will be eligible for a bonus of up to 50% of his annual base
salary (to be determined at the sole discretion of the Compensation Committee).
If Mr. Green should be terminated by the Corporation without cause, he will
receive a cash severance payment of 150% of his annual salary.

The Employment Agreement also provides for a grant of an option (the
"Option") to purchase 125,000 shares of the Corporation's Common Stock at a
fixed exercise price of $4 per share. The Option vests and becomes exercisable
with respect to 25,000 shares of common stock per year, on each of the five
anniversaries of the date of the grant. The Option expires on the tenth
anniversary date of the date it becomes exercisable, or after the date Mr. Green
ceases to be an employee of the Corporation or its subsidiaries, within one year
following Mr. Green's death or disability, within three months following a
voluntary termination, immediately upon a termination for cause and within 90
days following a termination without cause. If Mr. Green is terminated without
cause during the first 30 months of the Employment Agreement, the Option shall
immediately become exercisable with respect to 87,500 shares (less the number of
shares which had already vested) and if Mr. Green is terminated without cause
during the last 30 months of the Employment Agreement, the Option shall
immediately become exercisable with respect to all shares of stock covered
thereby. Additionally, in the event that the Cullman-Ernst group owns less than
40% of the Corporation's Common Stock, the option shall become exercisable in
its entirety. The shares purchased pursuant to the Option may be paid for in
cash, or at the discretion of the Compensation Committee of the Board, by
delivery of outstanding shares of the Corporation's Common Stock owned by Mr.
Green and endorsed to the Corporation, or by such other arrangement as the
Compensation Committee deems advisable. No further options will be granted to
Mr. Green during the period of the Employment Agreement; however any options
previously granted will be retained by Mr. Green. Mr. Green may not be permitted
to exercise such number of options in any year which would result in his total
compensation exceeding the $1,000,000 deduction cap of Internal Revenue Code
Section 162. Such limitation may not apply in the final year of the Option.

The Board of Directors recommends that shareholders vote FOR the grant of an
option to purchase the Corporation's Common Stock pursuant to an Employment
Agreement with Jay M. Green. An affirmative vote of the holders of a majority of
the shares of the Corporation's Common Stock entitled to vote at the Annual
Meeting either in person or by proxy is required to approve such grant. Proxies
will be voted in favor of such grant unless otherwise instructed by the
shareholder.

17
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected the firm of Price Waterhouse as
independent accountants to audit the financial statements of the Corporation for
the fiscal year ending November 27, 1994. This selection was recommended by the
Audit Committee of the Board of Directors. Price Waterhouse has been the
independent accountants for the Corporation for many years. Price Waterhouse
fees approximated $554,100 for all services rendered to the Corporation with
respect to its 1993 fiscal year.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SELECTION OF PRICE
WATERHOUSE.

The submission of this proposal to a vote of shareholders is not legally
required. If this selection of Price Waterhouse is not approved, the Board of
Directors will reconsider its selection. A vote of the majority of the shares of
Common Stock of the Corporation represented (in person or by proxy) and voting
at the meeting, provided that at least a majority of such stock is represented
at the meeting, is required to adopt this proposal.

A representative of Price Waterhouse is expected to be present at the Annual
Meeting and will be given an opportunity to make a statement if so desired and
to respond to appropriate questions.

SHAREHOLDERS' PROPOSAL

John J. Gilbert, 1165 Park Avenue, New York, N.Y., who owns or represents in
the aggregate 400 shares of the Corporation's Common Stock, has notified the
Corporation that he intends to present at the Annual Meeting the following
resolution:

"RESOLVED. That the stockholders of Culbro Corporation, assembled in annual
meeting in person and by proxy, hereby request the Board of Directors to take
the steps necessary to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the number of
directors to be elected, and he or she may cast all of such votes for a single
candidate, or any two or more of them as he or she may see fit."

REASONS

Continued very strong support along the lines we suggest were shown at the
last annual meeting when 21%, 127 owners of 768,658 shares, were cast in favor
of this proposal.

Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another example,
in spite of still having a stagger system, Ingersoll-Rand, which has cumulative
voting, won two awards. In FORTUNE magazine it was ranked second as "America's
Most Admired Corporations" and WALL STREET TRANSCRIPT noted "on almost any
criteria used to evaluate management, Ingersoll-Rand excels." We believe Culbro
should follow their example.

In urging cumulative voting from the floor of the Campbell Soup 1984
meeting, Sr. Margaret Dewey, representing the Adrian Dominican Sisters and the
Conference of Corporate Responsibility of Indiana, Michigan observed:

"I think it is important for shareholders to use their voting power in the
most effective way."

18
<PAGE>
If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

In the opinion of the Board of Directors and its Nominating Committee,
cumulative voting may well benefit a particular special interest by electing
directors with a specific bias, allegiance or loyalty. Directors should be
chosen based upon their capacity and commitment to represent the best interests
of the Corporation and of its shareholders as a whole. Contrary to the opinion
of the proponents of this proposal, cumulative voting does not protect everyone
but favors the minority over the majority.

In recognition of this proposal's adverse potential to their interests, the
shareholders of the Corporation have continued to reject this proposal every
time it has been proposed.

A vote of the holders of a majority of the shares of Common Stock of the
Corporation represented (in person or by proxy) and voting at the meeting,
provided that at least a majority of such stock is represented at the meeting,
is required to adopt the proposed resolution. Your proxy in the enclosed form
will be voted as you specify or, if you do not specify a choice, it will be
voted AGAINST the proposal.
------------------------

A copy of the Corporation's Annual Report on Form 10-K is available without
charge to the Corporation's shareholders. A written request should be sent to:

Culbro Corporation
387 Park Avenue South
New York, New York 10016-8899
Attention: Corporate Secretary

Dated: March 14, 1994

19
<PAGE>

CULBRO CORPORATION
CULBRO CORPORATION NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS,
THURSDAY,
APRIL 7, 1994
387 Park Avenue South AND PROXY STATEMENT
New York, N.Y. 10016-8899
<PAGE>
CULBRO CORPORATION PROXY
__________________________________________________________________________
387 Park Avenue South SOLICITED BY THE BOARD OF DIRECTORS
NY, NY 10016-8899 for Annual Meeting of Shareholders
The undersigned holder of Common Stock of Culbro Corporation (the
"Corporation") hereby authorizes and appoints Edgar M. Cullman, Edgar M.
Cullman, Jr. and John L. Ernst, or any one or more of them, as proxies with
full power of substitution in each, to represent the undersigned at the
Annual Meeting of Shareholders of the Corporation to be held at 2 Waterside
Crossing of the Corporation's Griffin Center Office Park in Windsor,
Connecticut at 10:00 A.M., local time, on April 7, 1994 and any
adjournment or adjournments of said meeeting and therat to vote and act
with respect to all the shares of Common Stock of the Corporation that the
undersigned would be entitled to vote if then personally present in
accordance with the instructions listed on the reverse hereof.

Such proxies may vote in their discretion upon such other business as may
properly be brought before the meeting or any adjournment thereof.

Receipt of the Notice of Meeting and the related Proxy Statement is hereby
acknowledged.

(Continued, and to be signed, on the other side)

<PAGE>
If no direction is given, this proxy will be voted FOR items 1, 2, and 3 and
AGAINST item 4.

ACCOUNT NUMBER COMMON PLEASE MARK YOUR CHOICE LIKE THIS IN BLUE OR BLACK INK.

The Board of Directors recommends a vote FOR items 1, 2, and 3 and AGAINST
item 4.

No.1--Election of directors: Nominees are listed below:
B.A. Barnet, J.L. Bernbach, E. M. Cullman, E. M. Cullman, Jr.,
F. M. Danziger, J. L. Ernst, T.C. Israel, D. W. Lufkin, G. V. Sherren,
P. J. Solomon, and F. T. Vincent, Jr.
FOR WITHHELD
all listed as to all
nominees nominees

(To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below)
__________________________________________________________

No. 2--Approval of the grant of an option to purchase the Corporation's Common
Stock pursuant to an employment agreement with the Corporation's chief
financial officer, Jay M. Green.
FOR AGAINST ABSTAIN

No. 3--Approval of Selection of Independent Accountants
FOR AGAINST ABSTAIN

No. 4--Approval of Shareholders' Proposal relating to cumulative
voting
FOR AGAINST ABSTAIN

I plan to attend the Annual Meeting.

YES

To vote in accordance with the Board of Directors' recommendations
just sign below, no boxes need to be checked.

Dated:_____________________________________________, 1994

Signature
- ---------------------------------------------------

Signature
- ---------------------------------------------------
P
R
O
X
Y

Please mark, date and sign as your name appears hereon above and return in the
enclosed envelope. If acting as an executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If signer is a corporation, please
sign the full corporate name. If shares are held jointly, each stockholder
named should sign.
<PAGE>
CULBRO CORPORATION PROXY
______________________________________________________________________________
387 Park Avenue South SOLICITED BY THE BOARD OF DIRECTORS
NY, NY 10016-8899 for Annual Meeting of Shareholders

The undersigned holder of Common Stock of Culbro Corporation (the
"Corporation") hereby authorizes and appoints Edgar M. Cullman, Edgar M.
Cullman, Jr. and John L. Ernst, or any one or more of them, as proxies with
full power of substitution in each, to represent the undersigned at the
Annual Meeting of Shareholders of the Corporation to be held at 2 Waterside
Crossing of the Corporation's Griffin Center Office Park in Windsor,
Connecticut at 10:00 A.M., local time, on April 7, 1994 and any adjournment
or adjournments of said meeting and therat to vote and act with respect to
all the shares of Common Stock of the Corporation that the undersigned would
be entitled to vote if then personally present in accordance with the
instructions listed on the reverse hereof.

Such proxies may vote in their discretion upon such other business as may
properly be brought before the meeting or any adjournment thereof.

Receipt of the Notice of Meeting and the related Proxy Statement is hereby
acknowledged.

(Continued, and to be signed, on the other side)

See Reverse Side

<PAGE>

IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, AND 3 AND
AGAINST ITEM 4.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3 AND AGAINST
ITEM 4.

X PLEASE MARK YOUR CHOICES LIKE THIS

__________
COMMON

NO.1--ELECTION OF DIRECTORS: NOMINEES ARE LISTED BELOW:
B.A. Barnet, J.L. Bernbach, E. M. Cullman, E. M. Cullman, Jr., F. M. Danziger,
J. L. Ernst, T.C. Israel, D. W. Lufkin,
G. V. Sherren, P. J. Solomon, and F. T. Vincent, Jr.

FOR ALL
LISTED
NOMINEES
WITHHELD
AS TO ALL
NOMINEES

NO. 2--APPROVAL OF THE GRANT OF
AN OPTION TO PURCHASE THE CORPORATION'S COMMON STOCK
PURSUANT TO AN EMPLOYMENT AGREEMENT WITH THE CORPORATION'S CHIEF
FINANCIAL OFFICER, JAY M. GREEN.

FOR AGAINST ABSTAIN

(To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below)

__________________________________________________________

NO. 3--APPROVAL OF SELECTION OF
INDEPENDENT ACCOUNTANTS

FOR AGAINST ABSTAIN

NO. 4--APPROVAL OF SHAREHOLDERS' PROPOSAL RELATING TO CUMULATIVE VOTING

FOR AGAINST ABSTAIN

To vote in accordance with the Board of Directors' recommendations just sign
below, no boxes need to be checked.
I plan to attend the Annual Meeting.

YES

Signature(s)______________________________________________ Date_________

Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.