<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 sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Daniel Green Company
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 1997
The Annual Meeting of Stockholders of Daniel Green Company (the "Company")
will be held at the offices of Sullivan & Worcester LLP, 23rd floor, One Post
Office Square, Boston, Massachusetts on Thursday, March 27, 1997 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 1997.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on February 7, 1997 are
entitled to notice of and to vote at the meeting and at any adjournment thereof.
By order of the Board of Directors
JOHN B. FRENCH, Clerk
Boston, Massachusetts
March 7, 1997
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 27, 1997
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 Thursday, March 27, 1997 at 10:00
A.M. at the offices of Sullivan & Worcester LLP, 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 7, 1997. A copy of the Annual Report
to Stockholders of the Company for the year ended December 31, 1996, including
audited financial statements, is being mailed with this Proxy Statement.
The close of business on February 7, 1997 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 1,511,892 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 required 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
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paid by the Company and no part will be paid directly or indirectly by any other
person. Solicitation of proxies 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 each Director other than
Messrs. DePerrior and Harden was elected by the stockholders. Set forth below
are the names and certain information about the Company's nine nominees for
Director:
EDWARD BLOOMBERG, Age: 59
Edward Bloomberg has been a Director of the Company since 1993. He is an
independent investment advisor.
STEVEN M. DEPERRIOR, Age: 38
Steven M. DePerrior has been a Director of the Company since June 1996. He is a
Principal with William M. Mercer Inc., which provides certain human-resources
consulting services to the Company.
WILLIAM L. FAY, AGE: 72
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: 67
John B. French has been a Director of the Company since 1990 and Clerk since
1996. He is a partner in the law firm of Sullivan & Worcester LLP, counsel to
the Company.
DAVID T. GRIFFITH, Age: 50
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.
GREGORY M. HARDEN, Age: 40
Gregory M. Harden has been a Director of the Company since June 1996. He is
President and Chief Executive Officer of Harden Furniture Co., Inc. , a
furniture manufacturer in McConnellsville, New York.
GARY E. PFLUGFELDER, Age: 65
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: 33
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 has been Chief Operating
Officer since June 26, 1996. Mr. Reardon served as Chief Executive Officer from
June 30, 1992 until June 26, 1996.
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JAMES R. RIEDMAN, Age: 37
James R. Riedman has been a Director of the Company since 1993 and has been
Chairman of the Board of Directors and Chief Executive Officer of the Company
since June 26, 1996. 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.
The Board of Directors recommends a vote FOR the nominees named above. 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 1996
The Board of Directors held seven meetings during 1996. 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/Pension Committee whose function is to review
executive compensation, including the grant of stock options under the Company's
Stock Incentive Plan, and matters relating to the Company's Pension Plan. The
members of the Compensation/Pension Committee at the end of 1996 were Messrs.
Pflugfelder, DePerrior and Griffith. The Compensation/Pension Committee met six
times during 1996.
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 at the end of 1996 were Messrs. Riedman, Bloomberg, Fay and Reardon.
The Nominating Committee did not meet during 1996. 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 at the end of 1996 were
Messrs. French, Griffith and Harden. The Audit Committee met twice during 1996.
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 $500 fee for each meeting of the Board of
Directors attended. In addition, each Director who is not an officer of the
Company receives a $500 fee for each meeting of a committee of the Board
attended ($650 in the case of the committee chairman). Directors who are not
officers of the Company are also paid an annual retainer of $2,500.
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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 27, 1997.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER JANUARY 27,1997 JANUARY 27, 1997
------------------------------------- ---------------- ----------------
<S> <C> <C>
Edward Bloomberg
11 Turnagain Road
Kentfield, CA 94904 129,500(1) 8.57%
William L. Fay
Faytex Corp.
185 Libbey Parkway
Weymouth, MA 02189 14,500 *
John B. French
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 03109 1,500 *
David T. Griffith
M. Griffith, Inc.
555 French Road
P.O. Box 895
New Hartford, NY 13413 51,732 3.42%
Gary E. Pflugfelder
500 South Salina Street
Suite 320
Syracuse, NY 13202 5,000(2) *
Warren J. Reardon III
Daniel Green Company
One Main Street
Dolgeville, New York 13329 96,421(3) 6.38%
James R. Riedman
Riedman Corporation
45 East Corporation
Rochester, NY 14064 486,855(4) 32.20%
Riedman Corporation
45 East Avenue 476,355 31.51%
Rochester, NY 14600
11 Officers and Directors as a Group 796,308(1)(2)(3) 52.67%
(4)(5)
</TABLE>
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* Less than 1%
(1) Includes 14,000 shares held by members of Mr. Bloomberg's family and 61,500
shares held by Mr. Bloomberg on behalf of clients in his capacity as an
investment advisor.
(2) Includes 500 shares owned by a family member, as to which Mr. Pflugfelder
disclaims beneficial ownership.
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(3) 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.
(4) Includes 476,355 shares held by Riedman Corporation, as to which Mr. Riedman
disclaims beneficial ownership.
(5) Includes 10,000 shares that Mr. Stanley W. Kabot, Treasurer of the Company,
may purchase through exercise of a stock option granted to him under the
Company's Stock Incentive Plan and 800 shares held by Mr. W. Lee Bynon, Vice
President of the Company.
ACQUISITION OF CONTROL OF THE COMPANY
Pursuant to a Stock Purchase Agreement dated June 26, 1996, the Company
issued and sold 475,000 shares of Common Stock to Riedman Corporation for
$1,500,000, which shares represented 31.42% of the Company's Common Stock
outstanding after the sale. Following Riedman Corporation's sale of 31,645
shares to Mr. Warren J. Reardon III, President of the Company, Riedman
Corporation holds 476,355 shares of Common Stock, representing 31.51% of the
Company's outstanding shares.
Upon completion of the stock purchase transactions, Mr. James R. Riedman,
President of Riedman Corporation and a Director of the Company, was elected
Chairman of the Board of Directors and Chief Executive Officer of the Company.
Mr. Reardon resigned as Chief Executive Officer and was elected Chief Operating
Officer of the Company and Messrs. Steven M. DePerrior and Gregory M. Harden,
both designated by Riedman Corporation, were elected members of the Board of
Directors to replace Messrs. Robert J. Donough and Edward S. Heard, who resigned
from the Board.
EXECUTIVE OFFICERS OF THE COMPANY
In addition to Messrs. Riedman and 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, 1996, was as follows:
Mr. W. Lee Bynon, age 55, is Vice President, Sales of the Company. He has
served in that capacity since 1991.
Mr. Stanley W. Kabot, age 44, is Treasurer of the Company. He has served in
that capacity since December 1996. Prior to joining the Company, Mr. Kabot was
corporate controller of Indium Corporation of America, Inc.
COMPENSATION OF EXECUTIVE OFFICERS DURING 1996
The following information concerning annual and long-term compensation is
furnished for the years 1994, 1995 and 1996 with respect to the two persons who
served as Chief Executive Officer of the Company during 1996. No other executive
officer of the Company is listed as there were none who received compensation
for 1996 which exceeded $100,000.
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SUMMARY COMPENSATION TABLE
<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.......... 1996 $100,000 -0- $108(1) -0-
(President; CEO through 1995 $ 96,875(2) -0- $108(1) 10,000 Shares
June 26, 1996) 1994 $ 77,083 -0- $108(1) -0-
James R. Riedman............... 1996 $ 12,500(3) -0- -0- -0-
(CEO since June 26, 1996)
</TABLE>
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(1) Amount of premiums for group term life insurance paid by the Company.
(2) Figure reflects salary increase to $100,000 per year on February 1, 1995.
(3) Figure reflects six months' service as CEO; annual salary is $25,000.
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 1995 and 1996, the Company paid legal fees to
Sullivan & Worcester LLP of $130,973 and $122,661, respectively.
Mr. Fay is President of Faytex Corp., a footwear industry supplier which
supplies materials to the Company. During 1995 and 1996, the Company paid Faytex
Corp. $106,786 and $83,383, respectively, for such materials.
Riedman Corporation, a commercial insurance agency of which Mr. Riedman is
President, obtains property and casualty insurance for the Company. During 1995
and 1996, the Company paid $514,865 and $547,631, respectively, for such
insurance coverage.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who hold more than 10% of its
Common Stock to file with the Securities and Exchange Commission (the "SEC")
reports of ownership and changes in ownership of Common Stock. Officers,
directors and greater-than-10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, with respect to its 1996 fiscal year, all filing
requirements applicable to its officers, directors and greater-than-10%
shareholders were complied with, except that (1) a report on SEC Form 3
disclosing a stock option issued pursuant to the Company's Stock Incentive Plan,
which should have been filed by Mr. Stanley W. Kabot within ten days after
becoming Treasurer of the Company and being granted the option in December 1996,
was filed late and (2) a report on SEC Form 3 disclosing beneficial ownership of
the Company's Common Stock, which should have been filed by Mr. Steven M.
DePerrior within ten days after becoming a Director of the Company in June 1996,
was filed late.
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RATIFICATION OF THE SELECTION OF AUDITORS
The Company's financial statements for the year ended December 31, 1996
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 1997, 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.
AMENDMENT OF BY-LAWS
At its meeting on February 7, 1997, the Board of Directors amended the
By-laws of the Company relating to the time of the Annual Meeting of
Stockholders to provide that the meeting should be held on the last Friday in
March "or such other date as shall be determined from time to time by the Board
of Directors." The reason for the amendment is to permit the Board to change the
date of the Annual Meeting in any year when the last Friday in March is for some
reason not convenient or appropriate, as is the case this year when the date
happens to fall on Good Friday.
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 27, 1997.
STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON FEBRUARY 7, 1997 AND
BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK ARE ENTITLED TO RECEIVE A COPY
WITHOUT CHARGE OF THE COMPANY'S 1996 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.
STANLEY KABOT, TREASURER, DANIEL GREEN COMPANY, ONE MAIN STREET, DOLGEVILLE NEW
YORK 13329.
JOHN B. FRENCH, Clerk
March 7, 1997
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847-PS-97
<PAGE> 11
DANIEL GREEN COMPANY
ANNUAL MEETING OF STOCKHOLDERS - THURSDAY, MARCH 27, 1997 AT 10:00 A.M.
P
The undersigned stockholder in Daniel Green Company (the "Company")
R hereby appoints James R. Riedman, Warren J. Reardon III and John B. French,
or any of them, proxies for the undersigned with all the powers the
O undersigned would possess if personally present, to vote all common stock
of the undersigned in the Company at the Annual Meeting of Stockholders of
X said Company on March 27, 1997 and at all adjournments thereof, for the
election of directors, upon the proposal to ratify the selection of
Y 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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DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
-----------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
-----------------------------------------------
1. To elect Directors
NOMINEES: Edward Bloomberg, Steven M. DePerrior, William L. Fay, John B. French,
David T. Griffith, Gregory M. Harden, Gary E. Pflugfelder, Warren J.
Reardon III, and James R. Riedman.
FOR WITHHELD
[ ] [ ]
[ ]
- --------------------------------------------------
For all nominees except as noted on the line above
2. To ratify the selection of Deloitte & FOR AGAINST ABSTAIN
Touche LLP as independent auditors [ ] [ ] [ ]
for the Company.
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
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:
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