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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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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DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 9, 1999
The Annual Meeting of Stockholders of Daniel Green Company (the "Company")
will be held at the Marriott Hotel, Carrier Circle, Syracuse, New York on
Friday, April 9, 1999 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 1999.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on February 12, 1999 are
entitled to notice of and to vote at the meeting and at any adjournment thereof.
By order of the Board of Directors
GARY E. PFLUGFELDER, Clerk
Boston, Massachusetts
March 12, 1999
A FORM OF PROXY AND A RETURN ENVELOPE ARE ENCLOSED FOR THE USE OF
STOCKHOLDERS. IT IS REQUESTED THAT YOU FILL IN, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING IN
SYRACUSE ON APRIL 9, 1999.
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DANIEL GREEN COMPANY
ONE MAIN STREET
DOLGEVILLE, NEW YORK 13329
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 9, 1999
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, April 9, 1999 at 10:00 A.M.
at the Marriott Hotel, Carrier Circle, Syracuse, New York, together with 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 12,
1999. A copy of the Annual Report to Stockholders of the Company for the year
ended December 31, 1998, including audited financial statements, is being mailed
with this Proxy Statement.
The close of business on February 12, 1999 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 1,572,873 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 Board of Directors has recommended that the number of Directors of the
Company for the ensuing year be fixed at seven. 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. Set forth below are the names and certain information
about the Company's seven nominees for Director:
EDWARD BLOOMBERG, Age: 61
Edward Bloomberg has been a Director of the Company since 1993. He is an
independent investment advisor.
STEVEN M. DEPERRIOR, Age: 40
Steven M. DePerrior has been a Director of the Company since 1996. He is a
Principle for Burke Group, which provides certain human-resources consulting
services to the Company. Mr. DePerrior also serves on the board of directors of
Centennial Technologies.
DAVID T. GRIFFITH, Age: 52
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: 42
Gregory M. Harden has been a Director of the Company since 1996. He is President
and Chief Executive Officer of Harden Furniture Co., Inc. , a furniture
manufacturer in McConnellsville, New York. Mr. Harden also serves on the board
of directors for Oneida, Ltd. and New York Design Center.
GARY E. PFLUGFELDER, Age: 67
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.
JAMES R. RIEDMAN, Age: 39
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 1996. Mr. Riedman is President of Riedman Corporation, a commercial
insurance agency which obtains property and casualty insurance coverage for the
Company.
GREG A. TUNNEY, Age: 37
Greg A. Tunney has been a Director of the Company since 1998 and has been
President and Chief Operating Officer of the Company since 1998. Prior to April
1998, Mr. Tunney had been a Vice President of Brown Shoe Company since 1992.
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There are no family relationships among the Directors or the 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 1998
The Board of Directors held four meetings during 1998. 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 benefit plans. The
members of the Compensation/Pension Committee at the end of 1998 were Messrs.
Pflugfelder, DePerrior and Griffith. The Compensation/Pension Committee met
twice during 1998.
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 1998 were Messrs. Riedman, Bloomberg and DePerrior. The
Nominating Committee met one time during 1998. 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 1998 were
Messrs. Bloomberg, Griffith and Harden. The Audit Committee met twice during
1998. 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 and also reviews 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, each nominee for Director, the Chief Executive Officer of the Company
and all Directors, nominees for Director and executive officers of the Company
as a group, as of February 2, 1999.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER FEBRUARY 2, 1999 FEBRUARY 2, 1999
- ------------------- ---------------- ----------------
<S> <C> <C>
Edward Bloomberg
11 Turnagain Road
Kentfield, CA 94904 129,500(1) 8.23%
Michael J. Crew
Investment Advisor
681 Falmouth Rd., Box C-2
Mashpee, MA 02649 101,650(2) 6.46%
Steven DePerrior
Burke Group
10 East Street
Honeyoe Falls, NY 14472 500 *
David T. Griffith
M. Griffith, Inc.
555 French Road
P.O. Box 895
New Hartford, NY 13413 51,732 3.28%
Gregory Harden
Harden Furniture
Mill Pond Way
McConnellsville, NY 13401 2,000 *
Gary E. Pflugfelder
500 South Salina Street
Suite 320
Syracuse, NY 13202 5,000(3) *
James R. Riedman
Riedman Corporation
45 East Corporation
Rochester, NY 14064 511,855(4) 32.54%
Riedman Corporation
45 East Avenue
Rochester, NY 14600 501,355(5) 31.87%
Retirement Committee
of the Daniel Green Company
Retirement Savings Partnership Plan
One Main Street
Dolgeville, NY 13329 116,444 7.40%
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED AS OF OWNED AS OF
OF BENEFICIAL OWNER FEBRUARY 2, 1999 FEBRUARY 2, 1999
- ------------------- ---------------- ----------------
<S> <C> <C>
Greg A. Tunney
Daniel Green Company
One Main Street
Dolgeville, NY 13329 50,000(6) 3.17%
9 Officers and Directors as a Group 776,387(1)(3)(4) 49.36%
(5)(6)(7)
</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, as to which Mr. Bloomberg disclaims beneficial
ownership.
(2) Based solely upon information provided to the Company on a Schedule 13D
filed on August 10, 1998.
(3) Includes 500 shares owned by a family member, as to which Mr. Pflugfelder
disclaims beneficial ownership.
(4) Includes 501,355 shares beneficially owned by Riedman Corporation, of which
Mr. Riedman is president and a director, as to which Mr. Riedman disclaims
beneficial ownership.
(5) Includes 25,000 shares that Riedman Corporation may purchase through
exercise of a stock option granted to it in on July 29, 1997 in connection
with a bridge loan to the Company.
(6) Includes 50,000 shares that Mr. Tunney may purchase through the exercise of
a stock option granted to him under the Company's Stock Incentive Plan.
(7) Includes 25,000 shares that John E. Brigham, 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,
Executive Vice President of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
In addition to Mr. Riedman, the following persons served as executive
officers of the Company during 1998. The position with the Company and the
principal employment of each such person for the five years prior to December
31, 1998, were as follows:
Mr. Warren J. Reardon III, who served as President and Chief Operating
Officer of the Company, resigned from those positions effective November 18,
1997. Mr. Reardon agreed to continue his employment with the Company until his
successor began service as President. Following Mr. Tunney's appointment as
President on April 1, 1998, Mr. Reardon served as a consultant to the Company
through November 1998. Mr. Reardon became President of the Company on March 27,
1992 and Chief Operating Officer on June 26, 1996; he also served as Chief
Executive Officer from June 30, 1992 until June 26, 1996.
Mr. Tunney became President of the Company on April 1, 1998. Prior to his
appointment as President of the Company, Mr. Tunney had served as a Vice
President of Brown Shoe Company in Saint Louis, Missouri since 1992.
Mr. W. Lee Bynon, age 56, is Executive Vice President of Sales and
Marketing and, prior to 1998, had served as the Vice President, Sales for the
Company since 1991.
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Mr. John E. Brigham, age 46, is Treasurer and Chief Financial Officer of
the Company. He has served in that capacity since October, 1998. Prior to
joining the Company, Mr. Brigham was a Business Development Executive for
Charterhouse Group International, Inc. from April, 1998 through October, 1998
and prior to that, Mr Brigham worked for EMI Company where he held the positions
of President and Chief Operating Officer from 1996 through 1998 and Senior Vice
President and Chief Financial Officer from 1994 through 1996.
COMPENSATION OF EXECUTIVE OFFICERS DURING 1998
The following information concerning annual and long-term compensation is
furnished for the years 1996, 1997 and 1998 with respect to the Chief Executive
Officer of the Company and each executive officer of the Company who received
compensation for 1998 which exceeded $100,000.
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>
Greg A. Tunney.............. 1998 $119,400 -0- $ 149(1) 50,000 Shares
Warren J. Reardon III....... 1998 $ 17,000 -0- $106,054(1)(2) 2,000 Shares
(President through 1997 $101,500 $ 23,794(1)(2)
November 18,1997;
CEO through June 26,1996) 1996 $100,000 $ 108(1)
James R. Riedman............ 1998 $ 25,000 -0- -0- 10,000 Shares
(CEO since June 26, 1996) 1997 $ 25,000
1996 $ 12,500(3)
</TABLE>
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(1) Figure reflects amount of annual premiums for group term life insurance paid
by the Company: Mr. Reardon -- 1996-$108, 1997-$112, 1998-$136; Mr.
Tunney -- 1998-$149.
(2) Figure reflects cash-surrender value of life insurance policy assigned by
the Company to Mr. Reardon (1997-$12,282; 1998-$9,518), estimated value of
occupancy of house owned by the Company ($11,400 per year) and $85,000 to
Mr. Reardon as separation/consulting fees following his termination of
employment with the Company.
(3) Figure reflects six months' service as CEO at an annual salary was $25,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Riedman Corporation, a commercial insurance agency of which Mr. Riedman is
president, obtains property and casualty insurance for the Company. During 1996,
1997 and 1998, the Company paid $547,631, $443,328 and approximately $272,102,
respectively, for such insurance coverage. Riedman Corporation's total fees in
connection with these transactions were less than $35,000 for 1996, $30,000 for
1997 and $26,000 for 1998.
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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 1998 fiscal year, all filing
requirements applicable to the Company's officers, directors and
greater-than-10% shareholders were complied with except that a report on SEC
Form 3 disclosing Mr. Brigham's beneficial ownership of the Company's common
stock at the time of his commencement of employment was filed late.
RATIFICATION OF THE SELECTION OF AUDITORS
The Company's financial statements for the year ended December 31, 1998
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 1999, 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 November 12, 1999.
STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON FEBRUARY 12, 1999 AND
BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK ARE ENTITLED TO RECEIVE A COPY
WITHOUT CHARGE OF THE COMPANY'S 1999 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. JOHN
BRIGHAM, TREASURER, DANIEL GREEN COMPANY, ONE MAIN STREET, DOLGEVILLE NEW YORK
13329.
GARY E. PFLUGFELDER, Clerk
March 12, 1999
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SKU 0847-PS-99
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DETACH HERE
PROXY
DANIEL GREEN COMPANY
ANNUAL MEETING OF STOCKHOLDERS - FRIDAY, APRIL 9, 1999, AT 10:00 A.M.
The undersigned stockholder in Daniel Green Company (the "Company") hereby
appoints James R. Riedman, David T. Griffith and Greg A. Tunney, 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 April 9, 1999
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.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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<PAGE> 12
DANIEL GREEN COMPANY
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
<TABLE>
<S> <C>
1. Election of Directors. FOR AGAINST ABSTAIN
NOMINEES: Edward Bloomberg, Steve M. DePerrior, 2. To ratify the selection of Deloitte & [ ] [ ] [ ]
David T. Griffith, Gregory M. Harden, Gary E. Pflugfelder, Touche LLP as independent auditors
James R. Riedman and Greg A. Tunney for the Company.
FOR WITHHELD
[ ] [ ]
[ ] _______________________________________
For all nominees except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE AS SOON AS POSSIBLE.
Signature: ____________________________ Date: ________________ Signature: ____________________________ Date: ________________
</TABLE>
