<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to [Section]240.14a-11(c) or
[Section]240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
DANIEL GREEN COMPANY
(Name of Registrant as Specified In Its Charter)
DANIEL GREEN COMPANY
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(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:
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DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 29, 1996
The Annual Meeting of Stockholders of Daniel Green Company (the "Company"),
will be held at the offices of Sullivan & Worcester, 23rd floor, One Post Office
Square, Boston, Massachusetts on Friday, March 29, 1996 at 10:00 o'clock in the
forenoon, for the following purposes:
1. To elect the Board of Directors of the Company.
2. To ratify the action of the Board of Directors in selecting Deloitte &
Touche LLP as auditors for the Company for 1996.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on February 9, 1996 are
entitled to notice of and to vote at the meeting and at any adjournment thereof.
By order of the Board of Directors
EDWARD S. HEARD, Clerk
Boston, Massachusetts
March 5, 1996
A FORM OF PROXY AND A RETURN ENVELOPE ARE ENCLOSED FOR THE USE OF
STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING. IF YOU CANNOT ATTEND THE
MEETING IN PERSON, IT IS REQUESTED THAT YOU FILL IN, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE> 3
DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 29, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Daniel Green Company, a corporation organized under the laws of
The Commonwealth of Massachusetts (the "Company"), for use at the Annual Meeting
of Stockholders of the Company to be held on Friday, March 29, 1996 at 10:00
A.M. at the offices of Sullivan & Worcester, 23rd floor, One Post Office Square,
Boston, Massachusetts and at any and all adjournments thereof. It is anticipated
that this Proxy Statement and the enclosed proxy will first be sent or given to
stockholders on or about March 5, 1996. A copy of the Annual Report to
Stockholders of the Company for the year ended December 31, 1995, including
audited financial statements, is being mailed with this Proxy Statement.
The close of business on February 9, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and at any adjournment. Each stockholder shall be entitled to one vote
for each share held of record in his or her name on that date. There were
outstanding on the record date 1,036,892 shares of Common Stock, $2.50 par value
per share, of the Company, being the only class of stock of the Company, issued
and outstanding and entitled to vote at the meeting.
The enclosed proxy is solicited by and on behalf of the Company, which has
designated the nominees for Directors listed below. A stockholder giving such
proxy has the right to revoke it at the meeting or at any time prior thereto.
All shares represented by proxies in the form enclosed herewith will be voted at
the meeting and at any adjournments in accordance with the terms of such
proxies, provided such proxies appear to be valid and to have been executed by
stockholders of record entitled to vote at the meeting and have not previously
been revoked. If no contrary instructions are given, the persons named in the
proxy will vote FOR the election of each of the Board's nominees for the Board
of Directors and FOR the ratification of the action of the Board of Directors in
selecting Deloitte & Touche LLP as auditors for the Company.
The Board of Directors does not know of any matters not specifically
referred to below which may come before the meeting. However, if any other
matters are properly presented to the meeting, it is the intention of the
persons named in the accompanying proxy to vote, or otherwise act, in accordance
with their best judgment on such matters.
In accordance with the By-Laws of the Company, a majority of the
outstanding shares of Common Stock entitled to vote, present in person or
represented by proxy at the meeting, is required to constitute a quorum for the
transaction of business. The affirmative vote of a majority of the quorum shall
be required for the election of Directors and to pass any measure properly
presented to the meeting. Shares which abstain from voting on any matter shall
be included for purposes of determining the presence of a quorum, but shall be
excluded in tabulating votes cast for or against any proposal to which an
abstention pertains. Similarly, shares voted by record holders exercising proxy
authority on behalf of beneficial owners shall be included for purposes of
determining the presence of a quorum, but shall be excluded in tabulating votes
cast for or against any matter with respect to which voting authority has not
been granted.
All costs of preparing, assembling and mailing the enclosed proxy material,
and any additional material which may hereafter be sent in connection with the
solicitation and collection of the enclosed proxy, will be paid by the Company
and no part will be paid directly or indirectly by any other person.
Solicitation of proxies
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may be made by personal interview, mail, telephone or telecopier by officers and
regular employees of the Company but no additional compensation will be paid
them for the time so employed.
ELECTION OF DIRECTORS
The number of Directors of the Company is currently fixed at nine. Each of
the persons named below has been nominated by the Board for election and has
consented to serve as a Director (unless unexpectedly unavailable) until the
next annual meeting of stockholders and until his successor is duly elected and
qualified. Each nominee now serves as a Director and was elected by the
stockholders. Set forth below are the names of the nine nominees for Director,
their principal occupations for the past five years, the period of their past
service as Directors and their ages:
EDWARD BLOOMBERG, Age: 58
Edward Bloomberg has been a Director of the Company since 1993. He is an
independent investment advisor.
ROBERT J. DONOUGH, Age: 71
Robert J. Donough has been a Director of the Company since 1983, and was elected
Chairman of the Board of Directors as of September 1, 1994. He was Executive
Vice President of Fleet-Norstar Financial Group, Inc., a bank holding company,
until his retirement in August 1988.
WILLIAM L. FAY, Age: 71
William L. Fay has been a Director of the Company since 1985. Mr. Fay is
President of Faytex Corp., a footwear industry supplier.
JOHN B. FRENCH, Age: 66
John B. French has been a Director of the Company since 1990. He is a partner in
the law firm of Sullivan & Worcester LLP, counsel to the Company.
DAVID T. GRIFFITH, Age: 49
David T. Griffith has been a Director of the Company since 1994. He is President
of M. Griffith, Inc., which provides financial planning and investment services
to individuals and institutions.
EDWARD S. HEARD, Age: 56
Edward S. Heard has been a Director and the Clerk of the Company since 1988. He
is a Director and Treasurer of Rice, Heard & Bigelow, Inc., a provider of
trustee and fiduciary services.
GARY E. PFLUGFELDER, Age: 64
Gary E. Pflugfelder has been a Director of the Company since 1983. Mr.
Pflugfelder is sales consultant to, and prior to September 6, 1992 served as
General Manager of, the Personal Financial Security Division of Aetna Life &
Casualty Company.
WARREN J. REARDON III, Age: 32
Warren J. Reardon III has been a Director of the Company since 1992. He has been
the President of the Company since March 27, 1992 and Chief Executive Officer
since June 30, 1992. Mr. Reardon served as Executive Vice President from May 16,
1991 until the time of his election as President. Between March 1,
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1990 and May 16, 1991, he served as Vice President and prior to March 1, 1990 as
District Sales Manager of the Company.
JAMES R. RIEDMAN, Age: 36
James R. Riedman has been a Director of the Company since 1993. Mr. Riedman is
President of Riedman Corporation, a commercial insurance agency which obtains
property and casualty insurance coverage for the Company.
There are no family relationships among the Directors or executive officers
of the Company.
A stockholder using the enclosed form of proxy may authorize the persons
named in the proxy to vote for all or any of the above named nominees or may
withhold from said persons authority to vote for all or any of such nominees. If
no contrary instructions are given, the persons named in the proxy will vote FOR
all of the nominees. If, for any reason, any of the nominees named above should
not be available for election as contemplated, it is the intention of the
persons named in the proxy to vote for such other person or persons, if any, as
the Board of Directors may recommend. The Board of Directors has no reason to
believe any nominees will be unavailable.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
DURING 1995
The Board of Directors held six meetings during 1995. Each of the Directors
attended more than 75% of the total number of meetings of the Board of Directors
and any committee on which he served.
The Board has a Compensation Committee whose function is to review
executive compensation, including the grant of stock options under the Company's
Stock Incentive Plan. The members of the Compensation Committee in 1995 were
Messrs. Pflugfelder, Fay and Griffith. The Compensation Committee met once
during 1995.
The Board has a Nominating Committee whose function is to select candidates
for nomination to the Board of Directors. The members of the Nominating
Committee in 1995 were Messrs. Riedman, Bloomberg, Donough, Fay and Reardon. The
Nominating Committee did not meet during 1995. While there is no formal
procedure established for stockholders to submit recommendations to the
Nominating Committee, the Nominating Committee will consider candidates whose
names are submitted to the Company.
The Board also has an Audit Committee whose members in 1995 were Messrs.
Bloomberg, French and Heard. The Audit Committee held two meetings during 1995.
In carrying out its responsibilities, the Audit Committee reviews the Company's
policies and procedures for internal accounting and financial controls with the
Company's independent auditors and with management, including the degree of
cooperation extended to the auditors by Company employees. The Committee also
reviews the results of the audit of the Company's year-end financial statements
and notes.
Other functions of the Audit Committee are to recommend the selection of
the Company's independent auditors and to approve any professional service
rendered by the independent auditors after considering whether providing such
service will affect the independence of the auditors.
COMPENSATION OF DIRECTORS
Each director receives a $300 fee for each meeting of the Board of
Directors attended. In addition, each Director who is not an officer of the
Company receives a $300 fee for each meeting of a committee of the Board
attended and an annual retainer of $1,200.
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<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by each beneficial owner
known by the Company to own 5% or more of the Common Stock, each current
Director, the Chief Executive Officer of the Company and all executive officers
and Directors of the Company as a group, as of January 17, 1996.
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER JANUARY 17, 1996 JANUARY 17, 1996
--------------------------------------------- ---------------- ----------------
<S> <C> <C>
Edward Bloomberg
59 College Park
Davis, CA 95616 108,000(1) 10.42%
Robert J. Donough
140 Carnoustie Road
East Aurora, NY 14052 20,300 1.96%
William L. Fay
Faytex Corp.
185 Libbey Parkway
Weymouth, MA 02189 14,500 1.40%
John B. French
Sullivan & Worcester
One Post Office Square
Boston, MA 02109 1,500 *
David T. Griffith
M. Griffith, Inc.
555 French Road
P.O. Box 895
New Hartford, NY 13413 51,732 4.99%
Edward S. Heard
Rice, Heard & Bigelow, Inc.
50 Congress Street
Boston, MA 02109 11,664(2) 1.12%
Gary E. Pflugfelder
Aetna Life & Casualty Co.
440 South Warren Street
Syracuse, NY 13202 5,000(3) *
Warren J. Reardon III
Daniel Green Company
One Main Street
Dolgeville, New York 13329 57,276(4) 5.47%
James R. Riedman
Riedman Corporation
45 East Avenue
Rochester, NY 14604 36,000(5) 3.47%
11 Officers and Directors as a Group 311,822(1)(2)(3) 29.62%
(4)(5)(6)
<FN>
- ---------------
* Less than 1%
(1) Includes 11,000 shares held by members of Mr. Bloomberg's family and 50,000 shares
held by Mr. Bloomberg on behalf of clients in his capacity as an investment advisor.
</TABLE>
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(2) Includes 3,664 shares held by a trust of which Mr. Heard is co-trustee, as
to which Mr. Heard disclaims beneficial ownership.
(3) Includes 500 shares owned by a family member, as to which Mr. Pflugfelder
disclaims beneficial ownership.
(4) Includes 10,000 shares that Mr. Reardon may purchase through exercise of a
stock option granted to him under the Company's Stock Incentive Plan.
(5) Includes 33,000 shares held by Riedman Corporation, as to which Mr. Riedman
disclaims beneficial ownership.
(6) Includes 5,000 shares that Mr. Kevin C. Thompson, Treasurer of the Company,
may purchase through exercise of a stock option granted to him under the
Company's Stock Incentive Plan.
EXECUTIVE OFFICERS OF THE COMPANY
In addition to Mr. Reardon, the following persons serve as executive
officers of the Company. The position with the Company and the principal
employment of each such person for the five years prior to December 31, 1995,
was as follows:
Mr. W. Lee Bynon, age 54, is Vice President, Sales of the Company. He has
served in that capacity since 1991. Prior to his election as a Vice President,
Mr. Bynon served as Corporate Sales Manager.
Mr. Kevin C. Thompson, age 30, is Treasurer of the Company. He has served
in that capacity since 1992. Prior to joining the Company, Mr. Thompson was a
Management Associate at Roanoke Gas Co. Between 1989 and 1992 he was a student
at Virginia Polytechnic Institute and State University and Syracuse University.
COMPENSATION OF EXECUTIVE OFFICERS DURING 1995
<TABLE>
The following information concerning annual and long-term compensation is
furnished for the years 1993, 1994 and 1995 with respect to the Chief Executive
Officer of the Company at the end of 1995. No other executive officer of the
Company is listed as there were none who received compensation for 1995 which
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -------------
-------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
------------------ ---- ------- ----- ------------ -------------
<S> <C> <C> <C> <C> <C>
Warren J. Reardon III........ 1995 $96,983 -0- -0- 10,000 Shares
(President and CEO) 1994 77,191 -0- -0- -0-
1993 77,151 -0- -0- -0-
</TABLE>
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<TABLE>
The following table sets forth, with respect to the executive officer of
the Company named in the Summary Compensation Table, the Company's grants during
1995 of options to purchase shares of its Common Stock, the percentage that such
grant represents of the total options granted to all employees during 1995, and
the exercise price and expiration date of the options granted to such named
officer. All options granted in 1995 were issued pursuant to the Company's Stock
Incentive Plan and were intended to qualify as "incentive stock options" for
purposes of Section 422 of the Internal Revenue Code.
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SHARES OF GRANTED
COMMON STOCK TO EMPLOYEES
UNDERLYING IN FISCAL EXERCISE PRICE
OPTIONS GRANTED YEAR PER SHARE EXPIRATION DATE
--------------- ------------ -------------- ----------------
<S> <C> <C> <C> <C>
Warren J. Reardon III.... 10,000 57.14% $ 5.87 December 1, 2005
(President and CEO)
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. French is a partner in the law firm of Sullivan & Worcester LLP, which
serves as counsel to the Company and which receives fees from the Company for
its legal services. During 1994 and 1995, the Company paid legal fees to
Sullivan & Worcester LLP of $89,189 and $130,973, respectively.
Mr. Fay is President of Faytex Corp., a footwear industry supplier which
supplies materials to the Company. During 1994 and 1995, the Company paid Faytex
Corp. $87,308 and $106,786, respectively, for such materials.
Mr. Riedman is President of Reidman Corporation, a commercial insurance
agency which obtains property and casualty insurance for the Company. During
1994 and 1995, the Company paid $624,103 and $514,865, respectively, for such
insurance coverage.
RATIFICATION OF THE SELECTION OF AUDITORS
The Company's financial statements for the year ended December 31, 1995
were examined by Deloitte & Touche LLP, independent certified public
accountants. Deloitte & Touche LLP (or a predecessor firm) has served as the
Company's independent auditors since 1973. The Board of Directors, on the
recommendation of the Audit Committee, has appointed Deloitte & Touche LLP as
the independent auditors of the Company for 1996, subject to ratification by the
stockholders.
A representative of Deloitte & Touche LLP will be present at the meeting to
answer questions and make a statement if he desires to do so.
The Board of Directors recommends a vote FOR the ratification of its
selection of Deloitte & Touche LLP as the Company's independent auditors.
PROPOSALS FOR NEXT ANNUAL MEETING
A stockholder proposal submitted for inclusion in the proxy and proxy
statement relating to the next Annual Meeting of Stockholders of the Company
must be received by the Company no later than October 25, 1996.
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STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON FEBRUARY 9, 1996 AND
BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK ARE ENTITLED TO RECEIVE A COPY
WITHOUT CHARGE OF THE COMPANY'S 1995 ANNUAL REPORT TO THE S.E.C. ON FORM 10-KSB.
STOCKHOLDERS WHO WISH TO RECEIVE A COPY OF THIS REPORT SHOULD WRITE TO: MR.
KEVIN C. THOMPSON, TREASURER, DANIEL GREEN COMPANY, ONE MAIN STREET, DOLGEVILLE
NEW YORK 13329.
EDWARD S. HEARD, Clerk
March 5, 1996
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DANIEL GREEN COMPANY
ANNUAL MEETING OF STOCKHOLDERS - FRIDAY, MARCH 29, 1996 AT 10:00 A.M.
PROXY
The undersigned stockholder in Daniel Green Company (the "Company")
hereby appoints Robert J. Donough, Edward S. Heard and Warren J. Reardon III,
or any of them, proxies for the undersigned with all the powers the undersigned
would possess if personally present, to vote all common stock of the
undersigned in the Company at the Annual Meeting of Stockholders of said Company
on March 29, 1996 and at all adjournments thereof, for the election of
directors, upon the proposal to ratify the selection of Deloitte & Touche LLP
as auditors for the Company and in their discretion upon any other matter which
may properly come before said meeting or any adjournment. The undersigned
hereby revokes all previous proxies.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
INSTRUCTED THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, SET FORTH ON THE
REVERSE SIDE.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE
-----------
SEE REVERSE
SIDE
-----------
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/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
<TABLE>
----------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND 2
----------------------------------------------
<S> <C> <C>
1. To elect Directors. 2. To ratify the selection of FOR AGAINST ABSTAIN
NOMINEES: Edward Bloomberg, Robert J. Donough, William Deloitte & Touche LLP as / / / / / /
L. Fay, John B. French, David T. Griffith, Edward S. Heard, independent auditors for the
Gary E. Pflugfelder, Warren J. Reardon III, and James R. Company.
Riedman.
FOR WITHHOLD
/ / / /
/ / MARK HERE MARK HERE
-------------------------------------- FOR ADDRESS / / IF YOU PLAN / /
For all nominees except as noted above CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
Signature: Date
------------------------------- -------------
Signature: Date
------------------------------- -------------
</TABLE>
