SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
BENJAMIN MOORE & CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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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- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
Benjamin Moore & Co.
___________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________________
The Annual Meeting of the Shareholders of Benjamin Moore & Co.
will be held on Thursday, the 21st day of April, 1994, at 11:00
o'clock in the morning, New Jersey time, at the Woodcliff Lake
Hilton, Chestnut Ridge Road and Tice Boulevard, Woodcliff Lake,
New Jersey, for the following purposes:
1. To elect six (6) Class III Directors to hold
office for three years, one (1) Class II Director to
hold office for two years and one (1) Class I Director
to hold office for one year.
2. To amend the Certificate of Incorporation of the
Company so as to increase the number of authorized
shares to 40,500,000 shares, consisting of 40,000,000
shares of Common Stock, par value Ten Dollars ($10) per
share and 500,000 shares of Preferred Stock, par value
Ten Dollars ($10) per share, as recommended by the
Board of Directors.
3. To amend the Bylaws of the Company relating to
committees and to ratify committee actions, as
recommended by the Board of Directors.
4. To transact such other business as may properly be
brought before the meeting, or any adjournment thereof.
In accordance with the Bylaws of the Company, the Board of
Directors has fixed the close of business on March 1, 1994, as
the record date for the meeting. Accordingly, only shareholders
of record at the close of business on March 1, 1994, will be
entitled to notice of and to vote at the meeting.
Whether or not you expect to be personally present at the
meeting, please complete, date, sign and return the enclosed
proxy in the envelope which is provided.
If you attend, we invite you to stay for lunch after the
meeting. In order that we may plan for lunch, we request you to
please complete and return the enclosed card together with the
proxy.
<PAGE>
Montvale, New Jersey
March 28, 1994
BY ORDER OF THE BOARD OF DIRECTORS
John T. Rafferty
Secretary
PROXY STATEMENT
General
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Benjamin Moore & Co., a
New Jersey corporation (the "Company"), of proxies to be used at
the Annual Meeting of Shareholders to be held on the 21st day of
April, 1994, at 11:00 o'clock in the morning, New Jersey time, or
at any adjournment or adjournments thereof. Only shareholders of
record at the close of business on March 1, 1994 (the "Record
Date") will be entitled to notice of and to vote at the Meeting.
The principal executive offices of the Company are located at
51 Chestnut Ridge Road, Montvale, New Jersey 07645. This Proxy
Statement and the related Notice of Annual Meeting of
Shareholders and proxy were first sent or given to shareholders
on or about March 28, 1994.
The Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1993, including financial statements,
accompanies this Proxy Statement and the related Notice of Annual
Meeting of Shareholders and proxy.
The cost of the solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of
the mails, the Company may use the services of its officers and
regular employees (none of whom will receive any compensation
therefor in addition to their regular compensation) to solicit
proxies, personally or by telephone. Arrangements may also be
made with banks, brokerage houses and other custodians, nominees
and fiduciaries to forward the proxy materials to the beneficial
owners, and the Company may reimburse such banks, brokerage
houses, custodians, nominees and fiduciaries for their reasonable
expenses in connection therewith. At the 1993 Annual Meeting of
Shareholders, more than 92% of the outstanding shares were
represented at the meeting in person or by proxy.
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Outstanding Shares
As of the close of business on March 1, 1994, there were
9,640,468 shares of Common Stock, par value $10 per share,
outstanding. Each share of Common Stock is entitled to one vote
on all matters with respect to which holders thereof are entitled
to vote, as set forth in the accompanying Notice of Annual
Meeting of Shareholders.
Proxy Procedure
The form of proxy provides space for a shareholder to vote in
the election of Directors and on the proposals described in this
Proxy Statement or to withhold authority to vote for any or all
nominees for the Board of Directors or to abstain from voting on
the amendment of the Certificate of Incorporation or the
amendment of the Bylaws if the shareholder chooses to do so. The
election of Directors requires a plurality of the votes cast and
approval of the amendment of the Certificate of Incorporation and
approval of the amendment of the Bylaws relating to committees
and ratification of committee actions each requires for adoption
the affirmative vote of 66 2/3% of the outstanding shares of
Common Stock of the Company entitled to vote thereon. For
purposes of determining the number of votes cast, only those cast
"FOR" or "AGAINST" are included. A proxy will be voted in favor
of the proposals to amend the Certificate of Incorporation and
Bylaws unless the proxies are otherwise instructed. Abstentions
and broker non-votes are counted only for purposes of determining
whether a quorum is present at the Meeting. Abstentions and
broker non-votes will have the effect of a vote against the
proposals to amend the Certificate of Incorporation and Bylaws.
Votes on each of the above matters will be counted by duly
appointed inspectors of election, whose responsibilities are to
ascertain the number of shares outstanding and the voting power
of each, determine the number of shares represented at the
Meeting and the validity of proxies and ballots, count all votes
and report the results to the Company.
A properly completed, signed and dated proxy which is received
prior to the Meeting will be voted in the manner specified
therein. If authority to vote for one or more of the nominees
for election as Director has not been withheld on the proxy in
accordance with the instructions set forth thereon, the proxy
will be voted for the election of all such nominees; if authority
to vote for one or more of such nominees has been so withheld,
the proxy will only be voted for the election of the balance of
such nominees. The proxy will be voted for not more than eight
(8) Directors.
At the date of this Proxy Statement, the Board of Directors
does not know of any matters to be brought before the Meeting
which are not set forth in the accompanying Notice of Annual
Meeting of Shareholders. A proxy in the accompanying form will
confer discretionary authority with respect to any such other
matter. If any such other matter or matters are properly brought
before the Meeting or any adjournment(s) thereof, it is the
intention of the persons named in the accompanying form of proxy
to vote the shares represented thereby in accordance with their
best judgment.
A shareholder may revoke his or her proxy by giving written
notice of revocation to the Secretary of the Company before the
proxy is voted at the Meeting, by executing and delivering a
later dated proxy, or by attending the Meeting and voting his or
her shares in person.
PRINCIPAL SHAREHOLDERS
Set forth below is certain information, as of March 1, 1994
(or in the case of interests under the Company's Employees' Stock
Ownership Benefit Plan the most recent allocation date), with
respect to each person who, to the knowledge of the Company, may
be deemed to own beneficially (within the meaning of the
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applicable rules and regulations of the Securities and Exchange
Commission) more than five percent of the Company's Common Stock.
In reviewing the following table, it should be noted that as set
forth in the notes thereto, a substantial number of the shares
are held in trusts, the trustees of which are more than one of
the persons named below; accordingly, the number of shares set
forth opposite the name of each such person (and the
corresponding percentage ownership represented thereby) refers,
in several instances, to the same shares.
Shares Owned Approximate
Beneficially Percentage of
as of Outstanding
Name and Address March 1, 1994 Shares
---------------- ------------- ------------
Benjamin M. Belcher, Jr. 1,313,240 (1) 13.6
51 Chestnut Ridge Road
Montvale, New Jersey 07645
John C. Moore 1,359,318 (2) 14.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Richard Roob 1,168,039 (3) 12.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Maurice C. Workman 510,938 (4) 5.3
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Benjamin Moore & Co. 502,784 (5) 5.2
Employees' Stock
Ownership Benefit Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(1) Includes 688,198 shares held by trusts of which Mr. Belcher,
Jr. is co-trustee. The other co-trustees of said trusts are
as follows: (a) trusts holding a total of 59,200 of such
shares--individuals having no affiliation with the Company;
(b) trusts holding 24,000 of such shares--Mr. Vail; (c) trusts
holding 596,998 of such shares--Mr. Roob and Mr. Moore; and
(d) a trust holding 8,000 of such shares--Mrs. Wardell. In
each case, the co-trustees are empowered to make all decisions
in respect of the shares, including the voting and disposition
thereof. Also, Mr. Belcher, Jr. is one of three trustees of
the Company's Employees' Stock Ownership Benefit Plan
(described hereafter) which owns 502,784 shares. Mr. Belcher,
Jr. has an interest under the Plan in 1,848 shares. The other
trustees are Mr. Maurice C. Workman and Mr. Richard Roob, each
of whom is a Director of the Company. Mr. Belcher Jr.'s wife
owns 724 shares which are not counted above, and in which he
disclaims any beneficial interest.
(2) Includes 1,340,978 shares held by trusts of which Mr. Moore
is a co-trustee. The other co-trustees of said trusts are as
follows: (a) trusts holding 596,998 of such shares--Mr. Roob
and Mr. Belcher, Jr.; (b) trust holding 346,608 of such
shares--brothers of Mr. Moore who are not named above, Mr.
Moore's niece and Mr. John C. Moore, Jr., Mr. Moore's son who
is a nominee for election as a Director; and (c) trusts
holding 397,372 of such shares--an attorney having no
affiliation with the Company. In each case, the co-trustees
are empowered to make all decisions in respect of the shares,
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including the voting and disposition thereof. Mr. Moore is a
second cousin, once removed, of Mr. Belcher, Jr. Mr. Moore's
wife owns 4,950 shares which are not counted above, and in
which he disclaims any beneficial interest.
(3) Includes 626,757 shares held by trusts of which Mr. Roob is
a co-trustee. The other co-trustees of said trusts are as
follows: (a) trusts holding 596,998 of such shares--Mr. Moore
and Mr. Belcher, Jr.; (b) a trust holding 19,200 of such
shares--Mrs. Wardell and Mr. Vail; and (c) a trust holding
10,559 of such shares -- an individual having no affiliation
with the Company and a retiree of the Company. Mr. Roob also
is sole trustee of a trust holding 6,852 of such shares. In
each case, the trustees are empowered to make all decisions in
respect of the shares, including the voting and disposition
thereof. Also, Mr. Roob is one of three trustees of the
Company's Employees' Stock Ownership Benefit Plan (described
hereafter) which owns 502,784 shares. Mr. Roob has an
interest under the Plan in 2,541 shares. The other trustees
are Mr. Benjamin M. Belcher, Jr. and Mr. Maurice C. Workman,
each of whom is a Director of the Company. Mr. Roob's wife
owns 7,800 shares and each of his two daughters owns 200
shares, which are not counted above, and in which he disclaims
any beneficial interest.
(4) Mr. Workman is one of three trustees of the Company's
Employees' Stock Ownership Benefit Plan (described hereafter)
which owns 502,784 shares of which Mr. Workman has an interest
under the Plan in 3,469 shares. The other trustees are Mr.
Benjamin M. Belcher, Jr. and Mr. Richard Roob, each of whom is
a Director of the Company. Mr. Workman's wife owns 2,085
shares which are not counted above, and in which he disclaims
any beneficial interest.
(5) The Company's Employees' Stock Ownership Benefit Plan
(described hereafter) owns these shares and the three trustees
are Mr. Benjamin M. Belcher, Jr., Mr. Richard Roob and Mr.
Maurice C. Workman, each of whom is a Director of the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and
Bylaws, the Board of Directors is divided into three classes.
Each year the Directors in one class are elected to serve terms
of three years.
The Board of Directors has nominated Ward C. Belcher, Ralph W.
Lettieri, Lee C. McAlister, Richard Roob and Maurice C. Workman,
all of whom were previously elected by the shareholders and are
currently Directors of the Company, for election as Class III
Directors at the 1994 Annual Meeting of Shareholders. In
addition, the Board of Directors has nominated John C. Moore,
Jr., the son of John C. Moore who currently is a Director and who
will retire as a Director at the 1994 Annual Meeting of
Shareholders, for election as a Class III Director at the 1994
Annual Meeting. These nominees for election as Class III
Directors, if elected, will each hold office for a three-year
term until the 1997 Annual Meeting of Shareholders and until a
successor has been duly elected and qualified.
The Board of Directors has also nominated Frank W. Burr and
Gerald W. Moore for election as Class II and Class I Directors,
respectively. Mr. Frank W. Burr, if elected, will hold office
for a two-year term until the 1996 Annual Meeting of Shareholders
and until his successor has been duly elected and qualified and
Mr. Gerald W. Moore, if elected, will hold office for a one-year
term until the 1995 Annual Meeting of Shareholders and until his
successor has been duly elected and qualified.
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The persons named as proxies in the accompanying form of proxy
have advised the Company that, unless otherwise instructed, they
intend to vote the shares covered by duly executed proxies for
the election of Ward C. Belcher, Ralph W. Lettieri, Lee C.
McAlister, Richard Roob, Maurice C. Workman, John C. Moore, Jr.,
Frank W. Burr and Gerald W. Moore. All of the nominees have
agreed to serve if elected. Should any such person become unable
or unavailable for election as a Director, an event which the
Board of Directors does not anticipate, the individuals appointed
as proxies reserve the right to vote such shares for the election
of such substitute nominee(s) as the Board of Directors may
propose.
The following table sets forth certain information with
respect to the six (6) nominees for election as Class III
Directors to hold office for three years, the one (1) nominee for
election as a Class II Director to hold office for two years and
the one (1) nominee for election as a Class I Director to hold
office for a term of one year, and with respect to each Director
whose term of office will continue after the Meeting. See also
"Ownership of Securities by Nominees and Directors", below.
Nominees For Election
<TABLE><CAPTION>
Year Term Served as
of Office a Director
Name Age Principal Occupation Will Expire Since
---------------------- ----- --------------------------------------- ----------- ----------
<S> <C> <C> <C> <C>
Class III Directors
Ward C. Belcher 47 Vice President-Operations of the 1997 1988
Company since 1989 (1)
Ralph W. Lettieri 74 Consultant to the Company since 1988; 1997 1967
Executive Vice President of the Company
from 1977 until retirement in 1988
Lee C. McAlister 72 Consultant to the Company since 1982 1997 1967
John C. Moore, Jr. 49 Employed by Electronic Data Systems (EDS) 1997 --
Consulting Business Unit which consults
on the use of information technology for the
operational needs of business, since 1989
Richard Roob*+ 61 Chairman of the Board of Directors 1997 1979
of the Company since 1984
Maurice C. Workman*+ 65 President of the Company since 1970 1997 1963
Class II Director
Frank W. Burr 57 Executive Vice President of Alliance 1996 --
Capital Management, L.P., an investment
management company, which is affiliated
with Equitable Life Insurance Company,
from 1989 until retirement in 1993; since
retirement has been an advisor to pension
funds and a private investor
</TABLE>
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<TABLE><CAPTION>
Year Term Served as
of Office a Director
Name Age Principal Occupation Will Expire Since
---------------------- ----- --------------------------------------- ----------- ----------
<S> <C> <C> <C> <C>
Class I Director
Gerald W. Moore 61 Private investor from 1989 to the present. 1995 --
Formerly Associate Editor of Equipment
Distribution magazine
Directors Whose Terms of Office
Will Continue After the Meeting
Class II Directors
Charles H. Bergmann*+Sec. 79 President, Palmer Display 1996 1984
Associates since 1962 (2)
Sara B. Wardell Sec. 51 Managing Director, Scoville Memorial Library, 1996 1987
Salisbury, CT, from 1978 to 1993 and since
then has been a library consultant (1)
Joseph Sobie 59 President of Benjamin Moore & Co., Limited 1996 1987
since 1982
Charles C. Vail 50 Vice President-Human Resources 1996 1986
of the Company since 1988
Ward B. Wack + 62 Consultant to the Company since 1978 (1) 1996 1975
Class I Directors
Benjamin M. Belcher, Jr.* 59 Executive Vice President of the 1995 1975
Company since 1991; Vice
President-Planning and Secretary
of the Company from 1983 to 1991 (1)
Yvan Dupuy 42 Vice President-Sales and Marketing 1995 1990
of the Company since 1988
William J. Fritz* 63 Vice President-Finance and Treasurer of 1995 1980
the Company since 1985
Michael C. Quaid +Sec. 67 Consultant to the Company since 1991; 1995 1973
Executive Vice President
of the Company from 1988 until
retirement in 1991
</TABLE>
______________
* Member of the Executive and Finance Committee.
+ Member of the Audit Committee.
Sec. Member of the Stock Option Plan Committee.
(1) Messrs. B. M. Belcher, Jr. and W. C. Belcher are
brothers, Mrs. Wardell is their sister and Mr. Wack is their
first cousin.
(2) Palmer Display Associates, which manufactures and
produces advertising and promotional displays, became a
division of Graphic Communications, Inc. in November 1993.
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Ownership of Securities by Nominees and Directors
Set forth below is certain information, as of March 1, 1994
(or in the case of interests under the Company's Employees' Stock
Ownership Benefit Plan the most recent allocation date), with
respect to the shares of Common Stock of the Company, and with
respect to the Common Shares of its Canadian subsidiary, which
may be deemed to be beneficially owned (within the meaning of the
applicable rules and regulations of the Securities and Exchange
Commission), by each nominee for election as a Director of the
Company, by each of its Directors, by each of the executive
officers named in the Summary Compensation Table appearing below
and by its Directors and officers as a group. In reviewing the
following table, it should be noted that as set forth in the
notes thereto, a substantial number of the shares are held in
trusts, the trustees of which are more than one of the persons
named below; accordingly, the number of shares set forth opposite
the names of each such person (and the corresponding percentage
ownership presented below) refers, in several instances, to the
same shares.
<TABLE><CAPTION>
Shares of
Shares of Approximate Canadian Approximate
Company Percentage of Subsidiary Percentage of
Owned as of Outstanding Owned as of Outstanding
Name 3/1/94 Shares 3/1/94 Shares
---- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. (1) (1) 8,270 (15) .6
Ward C. Belcher 236,945 (2) 2.5 5,490 (16) *
Charles H. Bergmann 84,145 (3) .9
Frank W. Burr
Yvan Dupuy 5,595 (4) * 1,000 *
William J. Fritz 14,385 (5) *
Ralph W. Lettieri 13,950 (6) *
Lee C. McAlister 25,000 (7) * 900 *
Gerald W. Moore 84,240 (8) .9
John C. Moore (1) (1) 4,800 (17) *
John C. Moore, Jr. 346,958 (9) 3.6
Sara B. Wardell 231,708 (10) 2.4 3,060 *
Michael C. Quaid 20,000 (11) * 1,800 *
Richard Roob (1) (1) 7,200 (18) .6
Joseph Sobie 200 * 34,465 (19) 2.7
Charles C. Vail 113,741 (12) 1.2
Ward B. Wack 250,226 (13) 2.6 6,700 .5
Maurice C. Workman (1) (1) 1,000 *
Directors and Officers 3,031,495 (14) 31.4 65,085 (14) 5.1
as a group (18 persons,
including the above)
</TABLE>
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_________
* Represents .4% or less of the outstanding shares of
Common Stock of the Company or its Canadian subsidiary.
(1) Reference is made to the information set forth under
the caption "Principal Shareholders" above, and to the table
and the notes thereunder.
(2) Mrs. Belcher owns 3,920 shares of the Company's Common
Stock of which 2,196 shares are held as Custodian under the
Uniform Gifts to Minors Act. Mr. Belcher disclaims any
beneficial interest in such shares which are not included
above. Includes 36,624 shares of the Company's Common Stock
held by trusts of which Mr. Belcher is a co-trustee. The
co-trustees are empowered to make all decisions in respect
of the shares. Also includes 1,200 shares in which Mr.
Belcher has an interest under the Company's Employees' Stock
Ownership Benefit Plan. In addition, Mr. Belcher is
Custodian of 28,803 of such shares held under the Uniform
Gifts to Minors Act.
(3) Mrs. Bergmann owns 13,081 shares of the Company's
Common Stock. Mr. Bergmann disclaims any beneficial
interest in such shares.
(4) Includes 855 shares in which Mr. Dupuy has an interest
under the Company's Employees' Stock Ownership Benefit Plan.
(5) Includes 1,885 shares in which Mr. Fritz has an
interest under the Company's Employees' Stock Ownership
Benefit Plan.
(6) Mrs. Lettieri owns 9,050 shares of the Company's Common
Stock. Mr. Lettieri disclaims any beneficial interest in
such shares.
(7) Mrs. McAlister owns 2,000 shares of the Company's
Common Stock. Mr. McAlister disclaims any beneficial
interest in such shares.
(8) Held by two trusts of which Mr. Gerald W. Moore is a
co-trustee. The other co-trustees are: (a) a trust holding
49,416 of such shares a brother of Mr. Gerald W. Moore and
(b) a trust holding 34,824 of such shares a bank. The
co-trustees are empowered to make all decisions in respect
of the shares, including the voting and disposition thereof.
(9) Includes 346,608 shares held by a trust of which Mr.
John C. Moore, Jr. is a co-trustee with his father, two
uncles and cousin. The co-trustees are empowered to make
all decisions in respect of the shares, including the voting
and disposition thereof.
(10) Includes 51,200 shares held by trusts of which Mrs.
Wardell is a co-trustee. The other co-trustees of said
trusts are as follows: (a) trust holding 19,200 of such
shares--Mr. Roob and Mr. Vail; (b) trust holding 24,000 of
such shares--Mr. Vail; and (c) trust holding 8,000 of such
shares--Mr. Belcher, Jr. In addition, Mrs. Wardell holds
6,126 of such shares as Custodian under the Uniform Gifts to
Minors Act. Mrs. Wardell's daughter owns 20,205 shares
which are not counted above, and in which she disclaims any
beneficial interest.
(11) Mrs. Quaid owns 3,800 shares of the Company's Common
Stock. Mr. Quaid disclaims any beneficial interest in such
shares.
(12) Mrs. Vail owns 200 shares of the Company's Common
Stock. Mr. Vail disclaims any beneficial interest in such
shares. Includes 108,800 shares of the Company's Common
Stock held by trusts of which Mr. Vail is a co-trustee. The
other co-trustees of said trusts are as follows: (a) trusts
holding 24,000 of such shares--Mr. Belcher, Jr.; (b) trust
holding 19,200 of such shares--Mr. Roob and Mrs. Wardell;
(c) trust holding 24,000 of such shares--Mrs. Wardell; (d)
trust holding 33,600 of such shares--an attorney having no
affiliation with the Company and Mr. Wack; and (e) trust
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holding 8,000 of such shares--an individual having no
affiliation with the Company. The co-trustees are empowered
to make all decisions in respect of the shares, including
the voting and disposition thereof. Also includes 641
shares in which Mr. Vail has an interest under the Company's
Employees' Stock Ownership Benefit Plan.
(13) Includes 33,600 shares of the Company's Common Stock
held by a trust of which Mr. Wack is a co-trustee. The
other co-trustees are an attorney having no affiliation with
the Company and Mr. Vail. The co-trustees are empowered to
make all decisions in respect of the shares, including the
voting and disposition thereof. Mrs. Wack owns 200 shares,
in which Mr. Wack disclaims any beneficial interest.
(14) Shares which may be deemed to be owned by more than one
officer or Director have been counted only once for purposes
of the group totals.
(15) Includes 4,800 shares held by a trust of which Mr.
Belcher, Jr. is a co-trustee. The co-trustees are empowered
to make all decisions in respect of the shares, including
the voting and disposition thereof.
(16) Includes 1,230 shares held as custodian for children.
(17) Held by a trust of which Mr. Moore is a co-trustee.
The co-trustees are empowered to make all decisions in
respect of the shares, including the voting and disposition
thereof.
(18) Includes 4,800 shares held by a trust of which Mr. Roob
is a co-trustee. The co-trustees are empowered to make all
decisions in respect of the shares, including the voting and
disposition thereof.
(19) Includes 32,715 shares held by the subsidiary Company's
Deferred Profit Sharing Plan, of which Mr. Sobie is a
co-trustee. The other trustees are an executive of the
subsidiary Company and an attorney who serves as counsel to
the subsidiary Company. Mr. Sobie's wife owns 1,750 shares
which are not counted above, and in which he disclaims any
beneficial interest.
Shares owned by the nominees who currently are not Directors
and the Directors' parents, spouses, adult children, brothers or
sisters and their spouses (except those who are Directors of the
Company), in which beneficial ownership is disclaimed, total
1,542,815 shares, or 16% of the outstanding shares.
Committees of the Board of Directors
The Company has an Audit Committee, an Executive and Finance
Committee and a Stock Option Plan Committee, but does not have a
Nominating or a Compensation Committee. The Audit Committee's
functions include recommending to the Board of Directors the
engagement of the independent public accountants for the Company,
reviewing with the independent public accountants the plan and
results of the audit engagement, considering the effect of
non-audit services upon the independence of the accountants,
approving the fees for audit and non-audit services, and
reviewing with the independent public accountants the adequacy of
the Company's system of internal accounting controls. The
Executive and Finance Committee may exercise all powers of the
Board of Directors with certain exceptions as required by law,
and is responsible for the approval of remuneration arrangements
for senior management. The Stock Option Plan Committee
administers the Company's Stock Option Plan approved by the
shareholders on April 15, 1993 and is responsible for granting
options under that Plan.
During 1993, there were four meetings of the Board of
Directors, three meetings of the Audit Committee, five meetings
of the Executive and Finance Committee and two meetings of the
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Stock Option Plan Committee. Each Director of the Company
attended at least 75% of the meetings of the Board of Directors
and the Committee or Committees of which such person was a
member.
DIRECTOR COMPENSATION
In 1993, all Directors who were not employees of the Company
were paid an annual fee of $25,000 in consideration of their
services as such. The annual fee will be $25,000 for
non-employee Directors in 1994.
Charles H. Bergmann (who is a Director of the Company) was
also paid a fee of $5,000 for his services on the Executive and
Finance Committee of the Board of Directors during 1993. Such
arrangement will continue in effect during 1994.
Ralph W. Lettieri (who is a Director of the Company) was also
paid a fee for consulting services rendered to the Company during
1993 at an annual rate of $40,000. Such arrangement will
continue in effect during 1994 and the fee will be at an annual
rate of $20,000.
Lee C. McAlister (who is a Director of the Company) was also
paid a fee for consulting services rendered to the Company during
1993 at an annual rate of $20,000. Such arrangement will
continue in effect during 1994.
John C. Moore (who is a Director of the Company) was also paid
a fee at an annual rate of $5,000 for his services on the
Executive and Finance Committee of the Board of Directors during
1993. Such arrangement will terminate in April 1994, upon Mr.
John C. Moore's retirement from the Board of Directors.
Michael C. Quaid (who is a Director of the Company) was also
paid a fee for consulting services rendered to the Company during
1993 at an annual rate of $40,000. Such arrangement will
continue in effect in 1994 and the fee will be at an annual rate
of $20,000.
Ward B. Wack (who is a Director of the Company) was also paid
a fee of $40,000 for marketing consulting services to the Company
during 1993. Such arrangement will continue in effect during
1994 and the fee will be at an annual rate of $20,000.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
compensation earned by the Company's Principal Executive Officers
and each of the other three most highly compensated executive
officers of the Company for each of the last three fiscal years.
10
<PAGE>
<TABLE><CAPTION>
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation All Other
Compensation Awards Compensation
------------ ------ ------------
Securities
Underlying
Name and Salary Options
Principal Position Year ($) (1) (#) ($) (2)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard Roob 1993 514,850 10,000 11,412
Chairman of the 1992 486,100 -0- 13,664
Board of Directors 1991 470,652 -0- 14,233
Principal Executive Officer
Maurice C. Workman 1993 503,286 10,000 11,412
President 1992 474,900 -0- 13,664
Principal Executive Officer 1991 459,433 -0- 14,233
Benjamin M. Belcher, Jr. 1993 258,914 8,000 11,412
Executive Vice President 1992 245,000 -0- 13,664
1991 218,668 -0- 14,042
William J. Fritz 1993 248,465 8,000 11,412
Vice President - Finance 1992 237,000 -0- 13,664
and Treasurer 1991 225,000 -0- 14,228
Charles C. Vail 1993 186,200 6,000 10,756
Vice President - 1992 178,000 -0- 12,605
Human Resources 1991 169,000 -0- 13,024
</TABLE>
(1) Salary includes amounts deferred pursuant to salary
reduction elections made under the Company's Deferred Savings
and Investment Plan (a "401(k) Plan") which does not have a
Company matching contribution.
(2) Includes imputed interest pursuant to the Internal Revenue
Code of 1986 with respect to promissory notes without stated
interest delivered in partial payment for the purchase of
Common Stock under the Employees' Stock Purchase Plan. See
caption "Compensation Committee Interlocks and Insider
Participation" below. Also includes the fair market value of
shares allocated under the Employees' Stock Ownership Benefit
Plan.
Revised Retirement Income Plan and Excess Benefit Plan
The following table shows, as of December 31, 1993, estimated
annual benefits payable upon retirement at age 65 under the
Company's Revised Retirement Income Plan (the "Retirement Plan")
assuming that an employee would be entitled to receive benefits
under the Retirement Plan provisions which would yield the
largest benefit.
<TABLE><CAPTION>
Pension Plan Table
------------------
Highest Average Years of Credited Service
Earnings Over ---------------------------------------------------------------------------------------
3 Consecutive Years 10 Years 20 Years 30 Years 35 Years 40 Years 45 Years
------------------- --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$200,000 28,474 56,948 85,423 99,660 114,660 129,660
250,000 35,974 71,948 107,923 125,910 144,660 163,410
300,000 43,474 86,948 130,423 152,160 174,660 197,160
350,000 50,974 101,948 152,923 178,410 204,660 230,910
400,000 58,474 116,948 175,423 204,660 234,660 264,660
450,000 65,974 131,948 197,923 230,910 264,660 298,410
500,000 73,474 146,948 220,423 257,160 294,660 332,160
550,000 80,974 161,948 242,923 283,410 324,660 365,910
600,000 88,474 176,948 265,423 309,660 354,660 399,660
650,000 95,974 191,948 287,923 335,910 384,660 433,410
</TABLE>
The maximum number of years of credited service under the
Retirement Plan is capped at 35 years except for employees hired
prior to January 1, 1970.
11
<PAGE>
Under the Company's Retirement Plan, which is a
non-contributory, qualified, defined benefit plan, the Company
makes actuarially determined annual contributions on behalf of
substantially all of its United States employees who have
completed at least one year of service with the Company. As of
December 31, 1993, Messrs. Roob, Workman, Belcher, Jr., Fritz and
Vail had respectively 17, 43, 32, 38 and 11 years credited
service under the Plan. The compensation covered by the
Retirement Plan is that described under the "Salary" column of
the Summary Compensation Table. Benefits shown in the Pension
Plan Table are computed on the basis of a straight life annuity
and are not subject to offset for Social Security. To the extent
that an employee's retirement benefit as computed in accordance
with the Plan exceeds maximum amounts permitted under the
Internal Revenue Code of 1986, the difference will be paid by the
Company under the Company's unfunded Excess Benefit Plan approved
by the Board of Directors which provides a compensating
non-qualified annual retirement supplement.
Canadian Subsidiary Plans
The Company's Canadian subsidiary, Benjamin Moore & Co.,
Limited, maintains a non-contributory defined benefit pension
plan which is qualified for tax purposes under the laws of
Canada, as well as an excess benefit plan and a qualified profit
sharing plan. The plans provide benefits to employees of the
Canadian subsidiary similar to those provided by the Company's
Retirement Plan and Excess Benefit Plan described above and
Employees' Stock Ownership Benefit Plan described below.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following persons serve as members of the Executive and
Finance Committee, which establishes the compensation of the
Company's executives.
Benjamin M. Belcher, Jr.*
Charles H. Bergmann
William J. Fritz*
John C. Moore
Richard Roob*
Maurice C. Workman*
* Denotes Company officer/employee during 1993
In 1993, the Company had transactions in the ordinary course
of business with Palmer Display Associates in the amount of
$252,746 for the purchase of point of sale promotional materials.
In 1994, the Company anticipates making similar purchases from
them. Mr. Bergmann (who is a Director of the Company) is the
President of Palmer Display Associates. The Company believes
that the amounts paid by the Company for the goods and services
purchased are reasonable and competitive with those prices
offered by other vendors.
12
<PAGE>
The following officers and Directors of the Company were
indebted to the Company in amounts greater than $60,000 since
January 1, 1993 under full recourse promissory notes delivered in
partial payment for the purchase of Common Stock under the
Employees' Stock Purchase Plan approved by the shareholders of
the Company. The highest amounts outstanding under such notes
for such persons since January 1, 1993 were on January 1, 1993
and the amounts outstanding at March 1, 1994 were as follows:
January 1, 1993 March 1, 1994
--------------- -------------
Benjamin M. Belcher, Jr. $125,574 $103,833
Ward C. Belcher 155,524 123,603
Richard H. Delventhal 117,602 95,933
Yvan Dupuy 121,714 88,446
William J. Fritz 99,950 86,335
John J. Oberle 64,848 51,834
John T. Rafferty 138,091 117,472
Richard Roob 154,358 123,603
Charles C. Vail 112,286 86,335
Maurice C. Workman 116,530 95,933
The foregoing amounts represent the aggregate principal
balances outstanding under interest bearing promissory notes and
promissory notes without stated interest. The notes were given
in connection with the purchase of the Company's Common Stock
which generally occurred on (a) February 28, 1986, (b) July 22,
1988 and (c) January 1, 1991, respectively, at the then current
fair value as determined in accordance with the terms of the
Employees' Stock Purchase Plan approved by the shareholders of
the Company. The promissory notes are secured by the shares to
which they relate. Effective October 1, 1993, the stated
interest rate on any outstanding interest bearing promissory
notes was reduced to 5%. In addition, on and after January 1,
1991, all purchases under the Employees' Stock Purchase Plan
under full recourse promissory notes have been without stated
interest on the notes.
Messrs. Ward C. Belcher, Michael C. Quaid and Richard Roob
were also indebted to the Company's Canadian subsidiary, Benjamin
Moore & Co., Limited, under full recourse promissory notes given
in connection with the purchase of Common Shares of the Canadian
subsidiary on June 17, 1988 by each of such persons under similar
circumstances. Effective October 2, 1993, the stated interest
rate on these notes was reduced to 5%. The amount outstanding
under each of such notes for each such officer and Director at
March 1, 1994 was $11,411 ($15,414 Canadian) and the highest
amount outstanding under such notes for each of such persons
since January 1, 1993 was $15,451 ($19,573 Canadian). Mr. Yvan
Dupuy was also indebted to Benjamin Moore & Co., Limited under a
full recourse promissory note without stated interest given in
connection with the purchase of Common Shares of Benjamin Moore &
Co., Limited on February 3, 1992. The amount outstanding on
March 1, 1994 in the case of Mr. Dupuy was $36,139 ($48,817
Canadian) and the highest amount outstanding under such note
since January 1, 1993 was $44,546 ($55,831 Canadian).
13
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of the Company is
administered by the Executive and Finance Committee of the Board
of Directors except that the Stock Option Plan is administered by
the Stock Option Plan Committee. The Executive and Finance
Committee is composed of Benjamin M. Belcher, Jr., William J.
Fritz, Richard Roob and Maurice C. Workman, four employee
Directors who are executive officers of the Company appearing in
the Summary Compensation Table, and Charles H. Bergmann and John
C. Moore who are independent, non-employee Directors who are
substantial beneficial owners of shares of Common Stock. The
Stock Option Plan Committee consists of Charles H. Bergmann, John
C. Moore, Michael C. Quaid and Sara B. Wardell, none of which
Directors is eligible to receive grants under that Plan.
Base Salary
The Company has a philosophy that compensation should provide
a level of base compensation which allows the Company to attract,
retain and reward superior talent. As a general matter, the
Company carefully reviews the performance of employees in
determining annual compensation increases. This performance
evaluation is normally made by the various levels of management.
With respect to management level employees whose compensation is
less than $100,000 per year, any compensation increase is
approved by the Chairman of the Board and the President. All
compensation increases of management level employees whose
compensation will exceed $100,000 are approved by the Executive
and Finance Committee. Increases for the four employee Directors
who are members of this Committee are determined by the two
independent, non-employee Directors.
It is intended that all future compensation decisions,
including those for the Principal Executive Officers, will take
into account individual services rendered, level and scope of
responsibility, experience, an evaluation of overall Company
performance, the need for motivation and retention of executives
of outstanding abilities, internal equity, and the requirement to
be competitive. This includes recognition of the continuing need
for cost of living adjustments. The stability of the Company's
earnings in the recent recession years and under the conditions
of modest economic recovery in 1993 have been favorable. For the
year beginning January 1, 1994, however, the Executive and
Finance Committee determined that all employees, including the
Principal Executive Officers and the other individuals appearing
in the Summary Compensation Table, should receive a base salary
increase of approximately 3.25% by way of a modest adjustment to
reflect modest Company profit performance in 1993.
Annual Incentives
An annual incentive program was adopted by the Company
effective January 1, 1993. It is intended to create a positive
link between increased value to shareholders and annual incentive
compensation. Incentive payments under the profit sharing
portion of the program are available to all employees. The
incentive payment is based solely on the achievement of specified
levels of increase in net profits of the Company, with a
threshold level below which no incentive payment is paid. The
14
<PAGE>
Executive and Finance Committee has determined that the incentive
opportunities correspond with the performance required to achieve
increasing levels of net income. Target incentive opportunities
are not established for each individual. Rather, incentive
opportunities, as an increasing percentage of base salary
directly related to the level of increase of net income, are the
same for all employees of the Company. This profit sharing
opportunity is designed to foster a team based approach.
In addition, approximately 70 employees participate in a
management bonus feature and approximately 30 employees,
including those executive officers named in the Summary
Compensation Table, participate in a management incentive
feature. Both the management bonus and the management incentive
are based upon the same levels of increase in net profits of the
Company. However, these features enable the participants to
receive an additional incentive payment.
Since an increase in net profits is used to determine the
amount of the annual incentive, the program is positively
correlated with the performance of the Company. No one received
any incentive payment for 1993 since the target threshold level
was not exceeded.
Long- Term Incentives
The Company's long-term compensation philosophy is that
long-term incentives should be related to increases in long-term
shareholder value so as to create a mutuality of interest among
the Company, employees and shareholders. To further this
objective the Company has awarded stock options and provides for
stock purchases. It also maintains an Employees' Stock Ownership
Benefit Plan.
Stock Options
Stock options encourage and reward efforts that result in
corporate financial success over the long-term as measured by
stock price appreciation. The Stock Option Plan of the Company
was approved by the shareholders on April 15, 1993. Grants were
made under this Plan on August 10, 1993 to 1,241 eligible
employees. Position responsibility, job performance and salary
level were principal factors considered by the Stock Option Plan
Committee in determining the size of such grants. A stock option
grant level of 10,000 shares was established for the Principal
Executive Officers by relating the total option price to
approximately one and one-half times current salary. There have
been no other grants under the Plan. For a summary of the Plan
and the grants, see the discussion below under the heading,
"Proposal No. 3, Approval of Amendments of the Company Bylaws".
Stock Purchases
An Employees' Stock Purchase Plan was approved by the
shareholders of the Company on April 20, 1978. This was a
continuation of the original plan established in 1937. It
permits the purchase by employees and Directors of shares of
Common Stock at the full fair value current at the time of
purchase. It is believed that stock ownership ensures a direct
tie between the interests of employees and shareholders. For a
summary of the indebtedness to the Company under this Plan of
officers and Directors of the Company who are employees, see the
discussion above under the heading, "Compensation Committee
Interlocks and Insider Participation". The Company currently
plans to make an offer on or about March 29, 1994 to
approximately 1,200 employees, including the executive officers
named in the Summary Compensation Table, under the Employees'
Stock Purchase Plan.
Employees' Stock Ownership Benefit Plan
The Company maintains an Employees' Stock Ownership Benefit
Plan which is a qualified plan covering substantially all of its
United States employees. Under the terms of this Plan, the Board
of Directors of the Company is authorized to make contributions
from time to time out of the profits or retained earnings of the
15
<PAGE>
Company to the Plan Trust fund; such contributions to be in an
amount and in the form of cash or shares of Common Stock of the
Company as determined by the Board of Directors in its sole
discretion. Contributions, which are deductible expenses for
income tax purposes, are allocated annually to the participants
in the Plan in the ratio that the eligible compensation of each
bears to the aggregate eligible compensation of all such
participants. In 1993 the Company contributed to the Plan Trust
fund an amount necessary to make the loan payment due on a loan
made on June 30, 1989, which was used to purchase shares for the
Employees' Stock Ownership Benefit Plan.
Policy Regarding Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code, which was
recently enacted, generally limits the corporate deduction to one
million dollars for compensation paid to an employee who on the
last day of fiscal years beginning on or after January 1, 1994 is
either the chief executive officer or among the four most highly
compensated officers other than the chief executive officer,
except for qualified performance-based compensation. Options
granted under the Company's Stock Option Plan currently qualify
as performance-based compensation under proposed regulations
issued by the Internal Revenue Service. The Executive and
Finance Committee and the Stock Option Plan Committee intend to
take such action as they deem appropriate to preserve the tax
deductibility of compensation paid by the Company to the extent
practicable.
JOINT REPORT
EXECUTIVE AND FINANCE COMMITTEE
Benjamin M. Belcher, Jr. William J. Fritz Richard Roob
Charles H. Bergmann John C. Moore Maurice C. Workman
STOCK OPTION PLAN COMMITTEE
Charles H. Bergmann Michael C. Quaid
John C. Moore Sara B. Wardell
OPTION GRANTS IN 1993
The following table shows all individual grants of stock
options under the Company's Stock Option Plan to the named
executive officers of the Company during calendar year 1993,
which was the Company's fiscal year. The options were granted on
August 10, 1993 and become exercisable in three equal
installments on each of the second, third and fourth
anniversaries of the date of grant.
16
<PAGE>
<TABLE><CAPTION>
Potential
Realizable Value
At Assumed
Number of Percent of Annual Rates of
Securities Total Stock Price
Underlying Options Appreciation for
Options Granted to Exercise or Option Term (2)
Granted Employees In Base Price Expiration
Name (#) Fiscal Year ($/Sh)(1) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard Roob 10,000 4.2 73.26 8/10/2003 $461,500 $1,164,800
Maurice C. Workman 10,000 4.2 73.26 8/10/2003 461,500 1,164,800
Benjamin M. Belcher, Jr. 8,000 3.4 73.26 8/10/2003 369,200 931,840
William J. Fritz 8,000 3.4 73.26 8/10/2003 369,200 931,840
Charles C. Vail 6,000 2.5 73.26 8/10/2003 276,900 698,880
</TABLE>
(1) The option exercise or base price per share is the fair
value of a share of Common Stock based on the valuation
determined by Management Planning, Inc., 101 Poor Farm Road,
Princeton, New Jersey 08540, an independent consulting firm
retained since April 1988 to calculate the current fair value
of the Common Stock on a weekly basis.
(2) As required by the rules of the Securities and Exchange
Commission "(SEC"), potential values stated are based on the
prescribed assumption that the Company's Common Stock will
appreciate in value from the date of grant to the end of the
option term (ten years from the date of grant) at annualized
rates of 5% and 10% (total appreciation of 63% and 159%),
respectively. They are not intended to forecast future
appreciation, if any, in the price of the Company's Common
Stock. The total of all stock options granted to employees,
including executive officers, during 1993 covering 233,785
shares was less than 2.5% of total shares outstanding during
the year. For this reason, the potential realizable value of
such options for all optionees under the prescribed
assumptions is less than 2.5% of the potential realizable
value of all shareholders for the same period under the same
assumptions.
AGGREGATED OPTION EXERCISES IN 1993
AND YEAR END OPTION VALUES
The following table provides information concerning each
option exercised during the last fiscal year of the Company,
which is the calendar year, by each of the named executive
officers and the value of unexercised options held by such
executive officers at the end of the fiscal year.
17
<PAGE>
NOTE: Table Headings are unclear on Master.
<TABLE><CAPTION>
Number of
Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on Value Fiscal Year End (#) Fiscal Year End ($) (1)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard Roob -0- -0- -0-/10,000 -0-/$116,400
Maurice C. Workman -0- -0- -0-/10,000 -0-/$116,400
Benjamin M. Belcher, Jr. -0- -0- -0-/8,000 -0-/$93,120
William J. Fritz -0- -0- -0-/8,000 -0-/$93,120
Charles C. Vail -0- -0- -0-/6,000 -0-/$69,840
</TABLE>
(1) Values stated are based on the option exercise or base price
per share of $73.26 and the fair value of a share of Common
Stock on December 31, 1993 of $84.90 per share, as determined
by Management Planning, Inc., 101 Poor Farm Road, Princeton,
New Jersey 08540, an independent consulting firm retained
since April 1988 to calculate the current fair value of the
Common Stock on a weekly basis.
PERFORMANCE GRAPH
The following line graph compares the Company's cumulative
total shareholder return on the Common Stock with the cumulative
total return of (i) the Standard & Poor's 500 Stock Index which
is a broad based widely used index useful for comparison purposes
and (ii) a Peer Group of five publicly traded companies in the
coatings business. The Peer Group of companies are Lilly
Industries, Inc., Pratt & Lambert, Inc., RPM, Inc., The
Sherwin-Williams Company and The Valspar Corporation. All
returns assume dividend reinvestment and are weighted on the
basis of market capitalization at the beginning of each year of
measurement.
300 --
[LINE GRAPH]
250 -- == Benjamin Moore & Co.
-- S&P 500 Comp - LTD
200 -- .. Peer Group
150 --
100 --
Base 1989 1990 1991 1992 1993
(1988)
CERTAIN TRANSACTIONS
See the discussion above under the caption "Compensation
Committee Interlocks and Insider Participation".
18
<PAGE>
PROPOSAL NO. 2
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
On February 8, 1994, the Board of Directors of the Company
approved, subject to adoption by shareholders, an amendment of
the Certificate of Incorporation of the Company as restated and
amended (the "Certificate of Incorporation") to increase the
authorized Common Stock by an additional 20,000,000 shares of
Common Stock, having a par value of Ten Dollars ($10) per share.
As of the Record Date, there are 20,000,000 shares of Common
Stock, par value Ten Dollars ($10) per share, authorized, of
which 9,640,468 are issued and outstanding and 3,523,844 shares
are held as treasury stock. After the amendment to the
Certificate of Incorporation, the Company would have an aggregate
of 26,435,688 shares of Common Stock which are unissued and not
reserved for issuance.
The Board of Directors believes that the increased
authorization of Common Stock is advisable in order to make
Common Stock available, as needed, for use for stock dividends,
stock splits, employee benefit plans, rights offerings, a
dividend reinvestment plan and other lawful corporate purposes.
The Company has no present arrangements, commitments, plans or
intentions with respect to the sale or issuance of any additional
Common Stock except that the Company has reserved an aggregate of
1,090,035 shares for issuance under its Employees' Stock Purchase
Plan, and an aggregate of 400,000 shares of Common Stock for
issuance under its Stock Option Plan. However, the Board of
Directors does consider the subject of future stock dividends or
stock splits from time to time. A 100% stock dividend was last
declared in 1990 in the form of a two-for-one stock split. The
Board of Directors determined at that time that the stock
dividend reflected a capital structure for the Company which was
more appropriate and suitable for the size and scope of its
operations. In addition, the Board believed that the stock
dividend would result in a more desirable price range for the
Company's Common Stock. If the proposed amendment is authorized,
the additional Common Stock would be available for issuance in
the Board's discretion without the accompanying delay and expense
involved in further action by shareholders, except as required by
applicable laws or regulations.
Action, if taken, with respect to a future stock dividend or
stock split will not change any of the terms of the Common Stock
nor will it effect any change in the percentage ownership of
outstanding shares of Common Stock of any shareholder and there
would be no change in shareholders' equity attributable to such
shares. However, in the event of such a stock dividend, there
would be an increase in the stated capital of Common Stock in an
amount equal to the aggregate par value of the additional shares
distributed and a reduction in the retained earnings by the same
amount on the Company's balance sheet. Although the aforesaid
amount transferred to stated capital from retained earnings
would, as a legal matter, not be available for payment of
dividends, the Board of Directors believes, on the basis of the
Company's historical policy of paying dividends from current
earnings, that a stock dividend would not adversely affect the
Company's ability to pay cash dividends on a similar basis in the
future. In the event of a stock split there would be no increase
in stated capital since the par value would be adjusted to
provide for the increased shares.
The additional authorized Common Stock could also conceivably
be issued to make any attempt to acquire control of the Company
more difficult. For example, additional Common Stock could be
sold in private placement transactions to persons, groups or
entities who are considered by the Board to support the Board and
to be opposed to a takeover bid, or under other circumstances
19
<PAGE>
that could make more difficult, and thereby discourage, attempts
to acquire control of the Company. The additional shares
authorized by the amendment would augment the Board's ability to
issue existing authorized but unissued shares, treasury shares
and up to 500,000 authorized but unissued shares of Preferred
Stock in one or more series (with such rights, preferences and
limitations as the Board may determine) for such a purpose.
Issuance of additional shares on other than a pro rata basis to
all shareholders could have the effect of diluting the ownership
interest and voting power of existing shareholders and, depending
on the consideration for which the shares were issued, could
dilute earnings per share.
Except for employee benefit plans and the present intention to
continue to review the subject of declaring a stock dividend or
stock split, the Company is not now a party to any contract,
arrangement or understanding relative to the issuance or sale of
any shares of Common Stock for a particular purpose.
Each additional share of Common Stock authorized by the
proposed amendment will have the same rights and privileges as
each share of Common Stock currently authorized or outstanding.
With such exceptions as may exist under the laws of the State of
New Jersey (such as the issuance of shares under employee benefit
plans), the holders of Common Stock have the pre-emptive right to
subscribe for and purchase any new or additional issue of shares
of the Company's Common Stock, or of securities convertible into,
or representing the right to purchase, shares of its Common
Stock.
To accomplish the proposed change in the number of authorized
shares of Common Stock, it is proposed that the first sentence of
Article THIRD of the Certificate of Incorporation of the Company
be amended to read as follows:
"The aggregate number of shares which the
Corporation shall have authority to issue is 40,500,000
shares, consisting of 40,000,000 shares of Common
Stock, par value ten dollars ($10) per share, and
500,000 shares of Preferred Stock, par value ten
dollars ($10) per share."
No financial statements are furnished in connection with this
proposal inasmuch as they are not deemed material to the exercise
of prudent judgment with respect thereto.
The vote required for the adoption of the amendment will be
the affirmative vote of 66 2/3% of the outstanding shares of
Common Stock of the Company entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
---
AMENDMENT.
PROPOSAL NO. 3
APPROVAL OF AMENDMENTS OF THE COMPANY BYLAWS
Prior to amendment, the Company's Bylaws provided that the
Board may establish a committee of the Board (in addition to the
Executive and Finance Committee) consisting of at least three
directors, but the Company's Chairman ("Chairman") and President
("President") were to be members of each such committee. On
August 10, 1993, the Board of Directors of the Company adopted an
amendment to the Company's Bylaws to provide that the Company's
Chairman and President are not required to be members of the
20
<PAGE>
committee (the "Committee") of the Board that administers the
Benjamin Moore & Co. Stock Option Plan (the "Plan") and similar
plans. On February 8, 1994, the Board further amended the Bylaws
to specify that the Chairman and President need not be members of
any committee established with respect to any plan, practice or
arrangement under which options, stock or similar awards or
compensation of any kind may be granted, and adopted a conforming
amendment. The amendments to the Bylaws are subject to approval
by the holders of at least 66 2/3% of the outstanding shares of
Common Stock of the Company entitled to vote thereon. The
shareholders are being asked to approve the amendments to the
Bylaws and to ratify all actions taken by the Committee prior to
their approval of the amendments.
The Plan provides that each member of the Committee will be a
"disinterested person" within the meaning of Rule 16b-3
promulgated under Section 16(b) of the Securities Exchange Act of
1934. The Company believes that the Chairman and President may
not be "disinterested persons" within the meaning of Rule 16b-3.
Therefore, the Chairman and President could not serve on the
Committee or any other committee established for the purpose of
administering any plan which was intended to satisfy the
requirements of Rule 16b-3.
As a result, it was necessary to amend the Company's Bylaws in
order to permit the Board to establish a committee of the Board
which excluded the Chairman and President. On August 10, 1993,
the Board amended the Bylaws to permit the establishment of a
committee, of which the Chairman and President need not be
members, for the purpose of administering any plan under which
options, stock or similar awards could be granted. The Board
then appointed a Stock Option Plan Committee (the "Committee")
consisting of Charles H. Bergmann, John C. Moore, Michael C.
Quaid and Sara B. Wardell, none of which Directors is eligible to
receive grants under the Plan. The Board further amended the
Bylaws on February 8, 1994 to permit the establishment of such a
committee with respect to any plan, practice or arrangement
relative to compensation of any kind. On that date the Board
also amended the Bylaws to conform to these amendments by
providing that the Executive and Finance Committee may exercise
(formerly, shall exercise) all authority of the Board in the
management of the Company.
The Bylaws provide that they may be amended by an affirmative
vote of at least 80% of the Directors then in office and the
holders of at least 66 2/3% of the outstanding shares of Common
Stock of the Company entitled to vote generally in the election
of Directors.
ARTICLE VIII of the Bylaws entitled "Other Committees", as
amended by unanimous action of the Board on August 10, 1993 and
February 8, 1994, now reads as follows:
The Board of Directors may by resolution adopted by
a majority of the directors then in office, establish
one or more committees, in addition to the Executive and
Finance Committee, each such committee to consist of
three or more directors. The chairman of the board and
the president shall be members of each such committee,
provided, however, the chairman of the board and the
president need not be members of any committee which is
established with respect to any plan, practice or
arrangement under which options, stock, or similar
awards or compensation of any kind may be granted.
21
<PAGE>
Section 2 of ARTICLE VII of the Bylaws entitled "Executive and
Finance Committee", as amended by unanimous action of the Board
on February 8, 1994, now reads as follows:
Section 2. The Executive and Finance Committee shall
have and may exercise all the authority of the Board of
Directors in the management of the Corporation, except
as otherwise provided by law.
On August 10, 1993, the Committee granted options to purchase
233,785 shares of the Company's Common Stock, par value $10 per
share, to 1,241 eligible employees under the Plan. Since August
10, 1993, the Committee has acted as administrator of the Plan
but has taken no other actions with respect to the Plan or any
plan, practice or arrangement under which options, stock, or
similar awards or compensation of any kind may be granted.
The principal provisions of the Plan are summarized below.
This summary, however, does not purport to be complete and is
qualified in its entirety by the terms of the Plan, the entire
text of which is incorporated herein by reference. A copy of the
Plan is available without charge upon oral or written request
from John T. Rafferty, Secretary and General Counsel, Benjamin
Moore & Co., 51 Chestnut Ridge Road, Montvale, New Jersey 07645.
His telephone number is (201) 573-9600. All defined terms used
below have the meaning set forth in the Plan, unless otherwise
indicated.
The Plan was approved by the Company's shareholders on April
15, 1993. The purpose of the Plan is to encourage and enable
officers and key members of management to increase their share
ownership in the Company commensurate with their accountability
for and contribution to Company performance, and also to provide
additional opportunities for share ownership to other employees
with at least five years of service, so as to increase employee
identification with the interests of the Company and its
shareholders. Increased share ownership will provide additional
incentive for Participants to achieve long-range performance
goals.
The Plan is administered by the Committee appointed by the
Board consisting of at least two Directors of the Company who are
not employees and who are "disinterested persons" within the
meaning of Rule 16b-3 promulgated under Section 16(b) of the
Securities Exchange Act of 1934. If Proposal No. 3 to amend the
Bylaws is not approved, the Company expects to amend the Plan to
permit the Chairman and President to serve on the Committee
whether or not they are disinterested persons. The Committee has
full and final authority, in its discretion, to select the
eligible Participants in the Plan, to determine the number of
shares subject to each Option granted under the Plan and to
establish the terms and conditions of each grant.
The Plan provides for the granting of Options to purchase
Common Stock of the Company. Each such Option will be an option
which is not intended to qualify as an "incentive stock option"
under Section 422 of the Internal Revenue Code of 1986.
The Committee will determine the number of shares that will be
subject to Options granted to each such Participant. Each Option
will be granted at a per share exercise price equal to the Fair
Value of a share of Company Common Stock on the date of grant.
Each Option will expire ten years after the date of the grant.
No Option may be exercised for a period of two years following
22
<PAGE>
the grant, after which each Option will become exercisable at
such times and pursuant to such conditions as the Committee may
establish. For Options granted August 10, 1993, 33 1/3% become
exercisable on each of August 10, 1995, August 10, 1996 and
August 10, 1997. Options granted on August 10, 1993, to the
extent then exercisable, will continue to be exercisable for a
period of 90 days (but not beyond the stated expiration of the
Option) after the termination of a Participant's employment
(other than for misconduct). The 90-day period is extended to
six months in the case of a termination of employment by reason
of a Participant's death or retirement, and in the case of a
termination by reason of disability, the Options will continue to
be exercisable as if employment had not terminated. In the case
of a termination of employment by reason of death or retirement,
all Options will become immediately exercisable. An Option will
automatically terminate upon a Participant's termination of
employment for misconduct.
Payment for stock purchased on the exercise of an Option must
be made in full at the time the Option is exercised. To assist
Participants in exercising their Options, the Company may make
loans available to Participants up to a maximum of one-half of
the total exercise price of Options exercised by the Participant
in any calendar year. The term of the loan may be up to ten
years, except in cases of exercise after disability or retirement
of the Participant, in which case the term of the loan may be no
more than five years. No loan will be made to a Participant
after termination of employment for any reason other than
disability or retirement.
The maximum number of shares of Company Common Stock which may
be the subject of Options granted pursuant to the Plan is 400,000
shares. However, in the event of a Change in Capitalization, the
Committee may adjust the maximum number and class of shares
available for Option grants, the number and class of shares which
are subject to outstanding Options and the exercise price of
outstanding Options. If an Option expires, terminates or is
surrendered without having been fully exercised, the unpurchased
or forfeited shares of Common Stock subject to Option will again
become available for the purpose of the Plan.
Participants wishing to sell, transfer or otherwise dispose of
shares of Common Stock acquired through the Plan must offer such
shares to the Company for repurchase at the then current Fair
Value.
The Board may amend or terminate the Plan at any time. The
Board may not amend the Plan without shareholder approval if such
amendment will increase the number of shares, or change the
minimum Option price, of Common Stock which may be the subject of
Options granted under the Plan. Subject to prior termination by
the Board, the Plan shall terminate on April 15, 2003.
Under present Federal tax regulations, there will be no
Federal income tax consequences to either the Company or the
Participant upon the grant of an Option. The Participant will
realize ordinary income upon the exercise of an Option in an
amount equal to the excess of the Fair Value of the acquired
Common Stock on the date of exercise over the option price. The
Participant's tax basis in shares acquired upon exercise of an
Option will be the fair market value of the shares on the date
income is recognized, and the Participant's holding period will
commence just after that date. If it complies with applicable
withholding requirements, the Company will be entitled to a
business expense deduction in the same amount and at the same
time as the Participant recognizes ordinary income. The gain or
loss, if any, realized upon the Participant's subsequent
23
<PAGE>
disposition of such Common Stock will constitute short- or
long-term capital gain or loss, depending on the Participant's
holding period.
Options in respect of the following number of shares were
granted on August 10, 1993 to the individuals or groups listed
below.
New Plan Benefits
Benjamin Moore & Co. Stock Option Plan
Number of Shares
Name and Position Subject to Options
----------------- ------------------
Richard Roob 10,000
Chairman of the Board
Principal Executive Officer
Nominee for Election as Director
Maurice C. Workman 10,000
President
Principal Executive Officer
Nominee for Election as Director
Benjamin M. Belcher, Jr. 8,000
Executive Vice President
William J. Fritz 8,000
Vice President-Finance and Treasurer
Charles C. Vail 6,000
Vice President-Human Resources
Executive Group (10 persons, including
the above 5 persons) 64,500
Non-Executive Director Group -0-
Frank W. Burr -0-
Nominee for Election as Director
Ralph W. Lettieri -0-
Nominee for Election as Director
Lee C. McAlister -0-
Nominee for Election as Director
Gerald W. Moore -0-
Nominee for Election as Director
John C. Moore, Jr. -0-
Nominee for Election as Director
Ward C. Belcher 6,000
Nominee for Election as Director
Associate of Benjamin M. Belcher, Jr.
Sara B. Wardell -0-
Associate of Benjamin M. Belcher, Jr.
All Employees, including Non-Executive 169,285
Officers, as a Group
24
<PAGE>
The exercise price of all Options granted August 10, 1993 is
$73.26 per share.
With respect to grants of Options other than those made August
10, 1993, the Committee has not made any determination as to any
grants of Options. The Committee intends to review the current
compensation and incentives provided to eligible employees from
time to time and determine the appropriateness of awards
thereunder in connection with such periodic reviews. The fair
market value of a share of Common Stock as of March 18, 1994 was
$91.49.
If approved, the proposal to amend the Bylaws and ratify all
actions of the Committee would be effective as of August 10,
1993. If the proposal is not approved, the Chairman and President
will be included on the Committee, and the Plan will be amended
accordingly. In that event, since the Company believes that the
Chairman and President may not at all times be "disinterested
persons", certain options granted under the Plan may not be
eligible for the exemption provided under Rule 16b-3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
---
AMENDMENTS TO THE BYLAWS AND RATIFICATION OF ALL ACTIONS TAKEN TO
DATE BY THE COMMITTEE FOR THE BENJAMIN MOORE & CO. STOCK OPTION
PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company, acting upon the
recommendation of the Audit Committee, has selected Deloitte &
Touche as the independent public accountants for the Company in
1994. Deloitte & Touche and its predecessors, Deloitte Haskins &
Sells and Haskins & Sells, have acted in such capacity since
1957. A representative of Deloitte & Touche is expected to be
present at the Meeting. The representative will have an
opportunity to make a statement, and will be available to respond
to appropriate questions.
MISCELLANEOUS
Shareholder Proposal Date
Any shareholder proposal intended to be presented at the 1995
25
<PAGE>
Annual Meeting of Shareholders must be received by the Company,
directed to the attention of the Secretary, at its principal
executive offices at 51 Chestnut Ridge Road, Montvale, New Jersey
07645 not later than November 28, 1994 to be considered for
inclusion in the Company's Proxy Statement and form of proxy
relating to the 1995 Annual Meeting. Any such proposals must
comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file reports of ownership with the Securities and
Exchange Commission. Officers, directors and greater than
ten-percent shareholders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based on review of the copies of such forms furnished to the
Company, the Company believes that during the year 1993 all
Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were
met.
AVAILABILITY OF FORM 10-K REPORT
Upon written request, the Company will furnish, without
charge, a copy of its Form 10-K Annual Report for 1993, as filed
with the Securities and Exchange Commission, to any person who,
as of the close of business on March 1, 1994, either held shares
of the Company in his or her own name or was the beneficial owner
of shares held in the name of another person. Such shareholders
must make such requests to the Secretary, Benjamin Moore & Co.,
51 Chestnut Ridge Road, Montvale, New Jersey 07645. Owners of
shares held in the name of another person must include in their
requests a representation that they were beneficial owners of
shares of Benjamin Moore & Co. as of the close of business on
March 1, 1994.
BY ORDER OF THE BOARD OF DIRECTORS
John T. Rafferty
Secretary
Dated: March 28, 1994
26
<PAGE>
Benjamin Moore & Co. -- Voting Instructions
51 Chestnut Ridge Road, Montvale, NJ 07645
EMPLOYEES' STOCK OWNERSHIP BENEFIT PLAN
These Instructions Are Solicited by the Administrative Committee
and the Trustees of the
Benjamin Moore & Co. Employees' Stock Ownership Benefit Plan
Pursuant to Article 9, Section 9.01 of the Benjamin Moore & Co.
Employees' Stock Ownership Benefit Plan (the "Plan"), the
undersigned hereby instructs the Administrative Committee and the
Trustees of the Plan, and each or any of them, to vote as
designated below, all shares of Common Stock of Benjamin Moore &
Co. held in the account of the undersigned under the Plan as of
the close of business on March 1, 1994, at the Annual Meeting of
Shareholders to be held on April 21, 1994, or any adjournment
thereof.
These Instructions when properly executed will be followed in the
manner directed. If no instructions are given on this form or if
the form is not returned, all shares of Common Stock held in your
account under the Plan will be voted in the election of Directors
and on any other proposals before the meeting in the same
proportion as shares for which instructions have been received
from Participants in the Plan. If authority to vote for one or
more nominees is withheld, the shares of Common Stock held in
your account under the Plan will be voted only for the balance of
such nominees, if any.
1. Election of six (6) Class III Directors; one (1) Class II
Director and one (1) Class I Director:
FOR all nominees listed below WITHHOLD
AUTHORITY to vote for all nominees listed
below
(except as written below)
Ward C. Belcher Ralph W. Lettieri Lee C.
McAlister John C. Moore, Jr.
Richard Roob Maurice C. Workman Frank W. Burr
Gerald W. Moore
(INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name on the space
provided below.)
2. To amend the Certificate of Incorporation of the Company so
as to increase the number of authorized shares to 40,500,000
shares consisting of 40,000,000 shares of Common Stock, par
value Ten Dollars ($10) per share and 500,000 shares of
Preferred Stock, par value ($10) per share, as recommended
by the Board of Directors.
FOR this proposal AGAINST this
proposal ABSTAIN from
voting
<PAGE>
3. To amend the Bylaws of the Company relating to committees and to
ratify committee actions, as recommended by the Board of
Directors.
FOR this proposal AGAINST this
proposal ABSTAIN from
voting
4. In their discretion, the Administrative Committee and
the Trustees are authorized to vote upon such other business
as may properly be brought before the meeting, or any
adjournment thereof.
____
PLEASE MARK, DATE, SIGN AND RETURN
PROMPTLY
_________________________________________
Dated:______________________________,
1994
___ The signature should agree with the name
imprinted to the left.
<PAGE>
Benjamin Moore & Co. -- Proxy
51 Chestnut Ridge Road, Montvale, NJ 07645
_________________________________________________________________
This Proxy Is Solicited On Behalf of the Board of Directors
The undersigned hereby appoints Benjamin M. Belcher, Jr., Richard
Roob and Maurice C. Workman as proxies to vote all shares of the
undersigned at the Annual Meeting of Shareholders to be held
April 21, 1994. Each of the named proxies shall have the power
to appoint a substitute proxy for himself. The proxies, or any
one of them, shall have the power to vote: (i) only those shares
of the Common Stock of Benjamin Moore & Co. held of record by the
undersigned as of the close of business on March 1, 1994; (ii) at
any adjournment of the meeting; and (iii) upon any subject which
may properly be brought before the meeting. The proxies may vote
upon all the matters described in the proxy statement furnished
with this proxy, subject to any directions indicated below. If
no directions are given, this proxy will be voted "FOR" the
election of the nominees listed below, "FOR" the proposal to
amend the Certificate of Incorporation and "FOR" the proposal to
amend the Bylaws.
1. Election of six (6) Class III Directors; one (1) Class II
Director and one (1) Class I Director:
FOR all nominees listed below WITHHOLD AUTHORITY
to vote for all nominees listed below
(except as written below)
Ward C. Belcher Ralph W. Lettieri Lee C.
McAlister John C. Moore, Jr.
Richard Roob Maurice C. Workman Frank W. Burr
Gerald W. Moore
(INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name on the space
provided below.)
2. To amend the Certificate of
Incorporation of the Company so as to increase the number of
authorized shares to 40,500,000 shares, consisting of
40,000,000 shares of Common Stock, par value Ten Dollars ($10)
per share and 500,000 shares of Preferred Stock, par value Ten
Dollars ($10) per share, as recommended by the Board of
Directors.
FOR this proposal AGAINST this
proposal ABSTAIN from
voting
3. To amend the Bylaws of the Company relating to committees and to
ratify committee actions, as recommended by the Board of Directors.
FOR this proposal AGAINST this
proposal ABSTAIN from
voting
4. In their discretion, the proxies are authorized to vote upon
such other business as may properly be brought before the
meeting, or any adjournment thereof.
PLEASE MARK, DATE, SIGN AND RETURN
PROMPTLY
__________________________________________
__________________________________________
<PAGE>
__________________________________________
Dated: __________________________, 1994
The signature(s) should agree with the
name(s) imprinted to t h e l e f t .
Custodians, Executors, Administrators, Trustees,
Guardians, and Attorneys should so indicate when signing.
Shares held on record
date:_____________________
