<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CULBRO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
A. ROSS WOLLEN
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
CULBRO CORPORATION
CULBRO CORPORATION NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS,
THURSDAY,
MAY 4, 1995
387 Park Avenue South AND PROXY STATEMENT
New York, N.Y. 10016-8899
<PAGE>
CULBRO CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1995
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Culbro
Corporation (the "Corporation") will be held in the Astor Room on the first
floor of Hotel Inter*Continental New York, 111 East 48th Street, New York, N.Y.
on the 4th day of May 1995, at 2:30 P.M., local time, to consider and act upon:
1. The election of directors of the Corporation;
2. The approval of the selection of the Corporation's independent
accountants for 1995; and
3. 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.
Only shareholders of record at the close of business on April 13, 1995 are
entitled to notice of, and to vote at, the Annual Meeting.
A. ROSS WOLLEN
SECRETARY
Dated: April 13, 1995
<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 May 4,
1995 at 2:30 P.M., local time, in the Astor Room on the first floor of Hotel
Inter*Continental New York, 111 East 48th Street, New York, N.Y., 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 April 13, 1995. 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; and (ii) for approval of the selection of Price Waterhouse
LLP as independent accountants for the Corporation for 1995. 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 other matter to be voted
on has been approved. Proposals by shareholders for the Corporation's 1996
Annual Meeting of Shareholders must be received by the Corporation before
November 15, 1995.
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 April 13, 1995, 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 4,308,513 shares of Common Stock (excluding 240,677
shares of treasury stock).
<PAGE>
ELECTION OF DIRECTORS
At the 1995 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
1996 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
<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>
Bruce A. Barnet (49) 1990 President and Chief Executive Officer
(a),(b),(f) of Cowles Magazines - publishing (1993);
Private investor (1991-1992); President,
Family Media Publications (1990); President,
Riordan Publishing Company (1990);
Vice President, Time, Inc.'s Magazine
Group (1987-1990)
John L. Bernbach (51) 1988 Chairman and Chief Executive Officer of Omnicom Group, Inc., North American
(a),(f) The Bernbach Group, Inc., - consulting Television, Inc., Northbridge
(1994), Vice Chairman of DDB Needham Programming, Inc., Wemco, Inc.,
Worldwide, Inc., Director and President Chairman, Avenue China, Inc.
of DDB Needham Worldwide, Inc.
- advertising (1989-1994)
Edgar M. Cullman (2) (77) 1961 Chairman of the Board of Directors Centaur Communications Limited,
(b),(c),(d),(e) Bloomingdale Properties, Inc.,
The Eli Witt Company
Edgar M. Cullman, Jr.(2) (49) 1982 President; President of First Financial Caribbean
(c),(d),(f) Culbro Land Resources, Inc. (1992-1993) Corporation, Bloomingdale
Properties, Inc., The Eli Witt
Company
Frederick M. Danziger(2) (55) 1975 Member of the Firm of Mudge Rose IBAH, Inc.
(c),(d) Guthrie Alexander & Ferdon Monro Muffler/Brake Inc.,
-attorneys Ryan Instruments, L.P. (general
partner), Bloomingdale
Properties, Inc., First
Financial Caribbean Corporation,
Centaur Communications Limited
John L. Ernst(3) (54) 1983 Chairman of the Board and President First Financial Caribbean
(b),(c),(e) of Bloomingdale Properties, Inc. - Corporation
investments and real estate
Thomas C. Israel (51) 1989 A Director and Chairman of A.C. Chase N.B.W., Glenayre
(a),(f) Israel Enterprises, Inc. - investments Technologies, Inc.,
Noel Group, Inc., The Pet
Food Giant
Dan W. Lufkin (62) 1976 Private investor American Medical International,
(a),(b),(c),(d),(e) Syratech, Inc., Savoy Pictures,
Inc., Allen & Co., Inc.,
London Fog Industries
2
<PAGE>
(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
- ---------------------- ---------------- ------------------------------ -----------------------------
Graham V. Sherren (57) 1987 Chairman and Chief Executive Officer, ARIS, Hundred Acre Securities Ltd.,
(f) Centaur Communications Limited - Input Type Setting Ltd.,
publisher of magazines and trade Gieves Group Ltd., Vexford
periodicals in the United Kingdom Holdings Ltd., Stace-Barr Ltd.
Peter J. Solomon (56) 1980 Chairman, Peter J. Solomon Company Centenniel Cellular Corp.,
(b),(d) Limited -investment bankers; Century Communications Inc.,
Bradlee's, Monroe Muffler/Brake,
Inc., Office Depot, Inc.,
Phillips-Van Heusen Corp.,
Ralphs Grocery Co.,
The Eli Witt Company
Francis T. Vincent, Jr. (56) 1992 Private investor; senior advisor to The Continental Corp.
(a),(b),(f) Peter J. Solomon Company Limited - Oakwood Homes Corp.,
investment bankers (1992-1994); 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 10 meetings during 1994. 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 87% of the aggregate of all Board and Committee meetings
(of Committees of which they were members). Mr. Bernbach attended less than 75%
of combined Board and Committee meetings (of Committees of which he is a
member).
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 1994 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 1994. 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
3
<PAGE>
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 three meetings
in 1994 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
1996 Annual Meeting of Shareholders should submit names and appropriate
biographical information to the Secretary of the Corporation before November 1,
1995.
For information about the Compensation Committee, see Compensation
Committee Report on Executive Compensation - Interlocks and Insider
Participation on page 13.
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 987,646 23% (2)
Edgar M. Cullman, Jr. 888,752 21% (2)
Frederick M. Danziger 164,120 4% (2)
John L. Ernst 425,784 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 fifteen persons 1,783,746 42% (1)
<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.
4
<PAGE>
(2) See "Principal Holders". Included within the shares shown as beneficially
owned by Mr. Cullman are 873,948 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 745,362 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>
PRINCIPAL HOLDERS
As of December 31, 1994, 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 2,239,000 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"), a registered investment
advisor, is deemed to have beneficial ownership of 294,300 shares of the
Corporation's Common Stock (approximately 6.8%) as of December 31, 1994, all of
which shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA Participation
Group Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
5
<PAGE>
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
respect to 1994 all such Section 16(a) filing requirements were satisfied,
except that Mr. Cullman, Sr. failed to file a Form 4 in a timely fashion
respecting his purchase of 500 shares of the Corporation's Common Stock in
November 1994.
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 1994 fiscal year, such firm
received for services rendered approximately $332,000 from the Corporation, and
approximately $325,000 from its former subsidiary, The Eli Witt Company ("Eli
Witt"). Such amounts include approximately $450,000 for services rendered
relating to the acquisition of the southern operations of NCC L.P. by Eli Witt
and certain related transactions.
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 March 19, 1994 through March 19, 1995 at a premium of
$113,850. The Corporation maintains a separate Pension Trust Liability
insurance policy covering employees acting in fiduciary capacities. The policy
period is from March 19, 1994 through March 19, 1995 at a premium of $23,900.
See Compensation Committee Interlocks and Insider Participation on page 13,
for certain other interests.
The information given in this Proxy Statement with respect to the five-year
business experience of each director, beneficial ownership of stock, interlocks
and the respective interests of persons in transactions to which the Corporation
or any of its subsidiaries was a party (other than as appears from the records
of the Corporation), is based upon statements furnished to the Corporation by
its directors and officers.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
the Corporation's Chief Executive Officer and the four highest-paid executive
officers, as well as the total compensation paid to each individual during the
Corporation's last three calendar years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------------------
ANNUAL COMPENSATION (1) AWARDS
--------------------------------------------- ------------------------------
(a) (b) (c) (d) (e) (f) (g)
------------------ ---- ------ --------- --------------- ----------- ------------
SECURITIES
RESTRICTED UNDERLYING
NAME AND SALARY OTHER ANNUAL STOCK OPTIONS/SARS
PRINCIPAL POSITION YEAR ($) BONUS ($) COMPENSATION($) AWARDS($) (#)
------------------ ---- ------ --------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Edgar M. Cullman 1994 360,000 - 23,628 - -
Chairman of the Board and 1993 360,000 - 17,242 - -
Chief Executive Officer 1992 360,000 - 18,465 - -
Edgar M. Cullman, Jr. 1994 352,000 - 33,716 - -
President 1993 352,000 193,900(2) 25,510 - -
1992 276,523 75,000(3) 25,776 - -
Jay M. Green (4) 1994 340,000 - 26,714 - 125,000
Executive Vice President 1993 340,000 132,500(2) 25,510 - 14,900
Chief Financial Officer 1992 264,512 120,000(3) 25,390 - 14,700
A. Ross Wollen 1994 176,925 - 30,182 - 11,500
Senior Vice President 1993 176,925 58,975(2) 27,573 - 10,000
General Counsel & Secretary 1992 168,260 55,000(3) 26,415 - 9,400
Joseph C. Aird 1994 115,500 - 26,607 - 4,500
Vice President-Controller 1993 115,500 27,500(2) 23,508 - 3,900
1992 109,500 60,000(3) 23,390 - 3,500
<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 the 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 1994.
(2) Cash bonuses paid in 1993 (other than to the chief executive officer)
pursuant to the Corporation's Annual Incentive Compensation Plan for 1992.
(3) Special cash bonuses were paid in 1993 (other than to the chief executive
officer) to the four next highest paid executive officers, all in
connection with the merger of one of the Corporation's subsidiaries which
closed in February 1993.
(4) Mr. Green entered into an Employment Agreement with the Corporation which
was approved by the Corporation's Shareholders at the 1994 Annual Meeting
of Shareholders. The Employment Agreement
7
<PAGE>
provides that 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 to purchase 125,000 shares of the
Corporation's Common Stock at a fixed exercise price of $4 per share.
</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 1994 the pension credit is 1.1% for annual compensation up to the
individual's covered 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 Aird are $99,798, $54,291, $63,544 and $42,727,
respectively. The retirement benefit for Mr. Cullman, Sr., reflecting the fact
that he deferred receipt since age 65, is $169,465, 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 88,300 shares were granted under the 1992 Stock Plan to 11
employees on February 10, 1994 at $15.50 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.
8
<PAGE>
Under the 1992 Plan an aggregate 300,000 shares of Common Stock were
authorized to be made subject to options; of such shares 157,300 shares were
subject to unexercised options as of March 1, 1994. 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, 1992, 1993 and 1994 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.
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 1994 options to purchase 14,000 shares were
granted to 7 non-employee Directors at the exercise price of $14.38 per share.
STOCK OPTION INFORMATION
Options to purchase 9,900 shares were exercised in 1994 by 2 executive
officers of the Corporation upon the termination of their employment.
Information pertaining to options granted to the named executives from 1992
through 1994 is as follows:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING OPTIONS/SARS(1)
--------------------------
JAY M. A. ROSS JOSEPH
GREEN WOLLEN AIRD
----- ------- ------
<S> <C> <C> <C>
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
Granted on February 10, 1994 at $15.50 per share - 11,500 3,500
Granted on April 7, 1994 at $4.00 per share 125,000(2) - -
<FN>
- --------------------
9
<PAGE>
(1) Options granted under the Plans were intended to be incentive stock options
or nonqualified options. Options granted are 100% exercisable three years
after the date of grant and not before such date and terminate eight years
from the date of grant. All options permit the delivery, with the consent
of the Committee, of previously owned Common Stock of the Corporation in
payment, in lieu of cash, for the purchase of shares upon exercise.
Options granted to the above named executives include tandem SARs.
(2) See footnote (1) to the following table.
</TABLE>
STOCK OPTION GRANTS IN 1994 FISCAL YEAR
The following table sets forth the number of stock options granted to each
of the named executives during fiscal year 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENTAGE OF ASSUMED ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS/ EXERCISE MARKET PRICE APPRECIATION FOR TEN YEAR
UNDERLYING SARS GRANTED OR BASE PRICE OPTION TERM
OPTIONS/SARS TO EMPLOYEES IN PRICE ON DATE EXPIRATION ----------------------------------------
NAME GRANTED(#) 1994 FISCAL YEAR ($/SHARE) OF GRANT DATE 0% 5% 10%
- ---- ------------ ---------------- --------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jay M. Green (1) 125,000 58.6 $ 4.00 $14.38 4/7/04 $1,297,500 $2,427,938 $4,162,252
A. Ross Wollen 11,500 5.4 $15.50 $15.50 2/10/02 $0 $ 112,100 $ 284,085
Joseph C. Aird 4,500 2.1 $15.50 $15.50 2/10/02 $0 $ 43,865 $ 111,164
<FN>
- --------------------
(1) Such option (the "Option") was granted to Mr. Green pursuant to his
Employment Agreement with the Corporation. 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. In
addition to exercisability upon termination of employment, the Employment
Agreement with Mr. Green provides that the Option shall be exercisable in
its entirety in the event that the Cullman-Ernst group (see "Principal
Holders") owns less than 40% of the Corporation's Common Stock.
</TABLE>
10
<PAGE>
AGGREGATED OPTIONS/SAR - FISCAL YEAR-END OPTIONS/SAR VALUES
Options to purchase 9,900 options for the Corporation's common stock were
exercised in 1994. 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 1994 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 (2) 29,900 154,600 -0- $1,156,250
A. Ross Wollen 18,400 30,900 -0- -0-
Joseph C. Aird 7,400 11,900 -0- -0-
<FN>
- --------------------
(1) The amounts presented in this column have been calculated based upon the
difference between a fair market value of $13.25 of the Corporation's
Common Stock on December 2, 1994 and the exercise price of each stock
option/SAR. Options granted to the named executives include tandem SARs.
See "Stock Option Plans" on page 8.
(2) See footnote (1) to the table on page 10.
</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 1994 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
pursuant to the Corporation's 1994 annual plan 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 are 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
11
<PAGE>
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
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 could participate in the
Plan at the discretion of the Committee. The second performance cycle resulted
in no incentive compensation being paid to any named executive. 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 1994 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 1994 through payroll deductions not in excess of $9,240
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, 1994 to December 31, 1994 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 December 3, 1994 amounted to approximately $4,383,000.
12
<PAGE>
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 Program since its suspension.
The aggregate face amount of such coverage through November 30, 1994 was
approximately $3,400,000. The amounts paid by the Corporation in such year as
premiums totaled approximately $91,000, 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 3 meetings in 1994.
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 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 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) 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
13
<PAGE>
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
Plan 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 at the discretion of the Committee.
SALARY AND CASH BONUSES
The chief executive officer's salary has not been increased since 1990.
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. Pursuant to his Employment
Agreement, 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.
Such limitation may not apply in the final year of the Option.
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. Since 1994, Mr. Green's compensation has been determined
in accordance with his Employment Agreement. 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 the discretion of
the Committee and generally 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, except for two such officers
upon the termination of their employment in 1994.
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 to any named
executive.
14
<PAGE>
ANNUAL INCENTIVE COMPENSATION PROGRAM
The Committee established and administers the Annual Incentive Compensation
Program 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 Program. A total of $416,700 was paid in 1993 with respect
to fiscal year 1992 to the named executives other than the chief executive
officer. No such payments were made to any of the Corporation's executive
officers with respect to fiscal years 1993 or 1994.
COMPENSATION COMMITTEE
John L. Ernst, Chairman
Bruce A. Barnet
Edgar M. Cullman
Dan W. Lufkin
Peter J. Solomon
Francis T. Vincent, Jr.
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, 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 1994 such firm was paid $306,000 for services rendered
relating to an acquisition by the Corporation's former Eli Witt subsidiary. Mr.
Solomon is a member of Eli Witt's Board of Directors. He was not paid any
compensation in 1993 or 1994 with respect to such membership. Mr. Vincent was a
senior advisor to Peter J. Solomon Company Limited until December 1994.
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 and Ernst group (see "Principal Holders") are associated. A fee
of approximately $195,360 was paid by the Corporation in 1994 for management of
the Corporation's New York office building and for other real estate advisory
services. Mr. Ernst is Chairman 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 Consumer Goods Composite Index and the Russell 2000 Index from
December 1984 to November 1994. It is assumed in the graph that the value of
each investment was $100 at December 1989.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CULBRO RUSSELL 2000 INDEX S&P 500
<S> <C> <C> <C>
1984 128.3 55.63 36.91
1985 175.75 72.9 49.14
1986 131.37 77.04 62.57
1987 122.12 70.29 63.91
1988 100.14 87.55 76.8
1989 100 100 100
1990 38.9 75.76 99.92
1991 56.97 104.79 129.72
1992 52.76 126.26 151.16
1993 54.83 148.62 149.37
1994 44.83 149.21
</TABLE>
Because the Corporation is comprised of four 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>
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Price Waterhouse LLP as
independent accountants to audit the financial statements of the Corporation for
the fiscal year ending December 3, 1994. This selection was recommended by the
Audit Committee of the Board of Directors. Price Waterhouse LLP has been the
independent accountants for the Corporation for many years. Price Waterhouse
LLP fees approximated $633,887 for all services rendered to the Corporation with
respect to its 1994 fiscal year.
The Board of Directors recommends a vote FOR approval of the selection of
Price Waterhouse LLP.
The submission of this proposal to a vote of shareholders is not legally
required. If this selection of Price Waterhouse LLP 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 LLP 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.
-----------------------
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: April 13, 1995
17
<PAGE>
CULBRO CORPORATION PROXY
- ------------------------------------------------------------------------------
387 Park Avenue South
NY, NY 10016-8899
SOLICITED BY THE BOARD OF DIRECTORS 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 in
the Astor Room on the first floor of Hotel Inter*Continental New York,
111 East 48th Street, New York, N.Y. at 2:30 P.M., local time, on May 4, 1995
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)
<PAGE>
If no direction is given, this proxy will be voted FOR items 1, and 2.
/ /
ACCOUNT NUMBER COMMON
PLEASE MARK YOUR CHOICE LIKE THIS / / IN BLUE OR BLACK INK.
The Board of Directors recommends a vote FOR items 1 and 2.
No.1 - Election of directors: Nominees are listed below:
FOR WITHHELD
all listed as to all
nominees nominees
/ / / /
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.
(To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below)
- ----------------------------------------------------------
No. 2 - Approval of Selection of
Independent Accountants
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: , 1995
---------------------------------
Signature
- ---------------------------------------------
Signature
- ---------------------------------------------
PROXY
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
NY, NY 10016-8899
SOLICITED BY THE BOARD OF DIRECTORS 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
in the Astor Room on the first floor of Hotel Inter*Continental New York,
111 East 48th Street, New York, N.Y. at 2:30 P.M., local time, on May 4, 1995
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 AND 2
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2
/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 WITHHELD
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 SELECTION OF
INDEPENDENT ACCOUNTANTS
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.
