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
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to 240.14a-11(c) or 240.14a-12
BENJAMIN MOORE & CO.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] Fee paid with preliminary materials.
[ ] Check box if any 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[logo]
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 20th day of April, 1995, at 11:00 in the
morning, New Jersey time, at the Benjamin Moore & Co. Technical and
Administrative Center, 360 Route 206, Flanders, New Jersey, for the
following purposes:
1. To elect five (5) Class I Directors to hold office for
three years and one (1) Class III Director to hold
office for two years.
2. 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, 1995 as the
record date for the meeting. Accordingly, only shareholders of record
at the close of business on March 1, 1995 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.
Montvale, New Jersey
March 23, 1995
By Order Of The Board of Directors
John T. Rafferty
Secretary
<PAGE>
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 20th day of April, 1995, 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, 1995 (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 23, 1995.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1994, 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 1994 Annual Meeting of
Shareholders, more than 90.6% of the outstanding shares were represented at the
meeting in person or by proxy.
Outstanding Shares
At the close of business on March 1, 1995, there were 9,594,901 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 or to withhold authority to vote for any or all nominees for the
Board of Directors. The election of Directors requires a plurality of the votes
cast. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the Meeting. Votes 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 six (6) 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
<PAGE>
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, 1995 (or in the case
of interests under the Company's Employees' Stock Ownership 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
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, 1995 Shares
------------------ ------------- ------
Benjamin M. Belcher, Jr. 1,699,105 (1) 17.7
51 Chestnut Ridge Road
Montvale, New Jersey 07645
John C. Moore 1,359,748 (2) 14.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Richard Roob 1,187,577 (3) 12.3
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Maurice C. Workman 500,010 (4) 5.2
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Benjamin Moore & Co. Employees' Stock 493,430 (5) 5.1
Ownership Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(1) Includes 1,085,353 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. John C. Moore who
is named above as the owner of more than five percent of the Company's
Common Stock and consequently is deemed to have an affiliation with the
Company; (d) trusts holding 397,155 of such shares--Mr. Moore and an
attorney having no affiliation with the Company; and (e) 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 Plan (described
hereafter) which owns 493,430 shares. Mr. Belcher, Jr. has an interest
under the Plan in 1,904 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
<PAGE>
(2) Includes 1,340,761 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 Director); and (c) trusts holding 397,155 of such shares--Mr. Belcher,
Jr. and 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, 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 656,049 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; (c) a trust holding
10,559 of such shares -- an individual having no affiliation with the
Company and a retiree of the Company; and (d) trusts holding 29,292 of such
shares -- an individual having no affiliation with 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 Plan
(described hereafter) which owns 493,430 shares. Mr. Roob has an interest
under the Plan in 2,616 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 8,000 shares and each of his two daughters
owns 300 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 Plan (described hereafter) which owns 493,430 shares of which Mr.
Workman has an interest under the Plan in 3,571 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 5,124 shares which are
not counted above, and in which he disclaims any beneficial interest.
(5) The Company's Employees' Stock Ownership 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 Benjamin M. Belcher, Jr., Yvan Dupuy,
William J. Fritz, Gerald W. Moore and Michael C. Quaid, all of whom were
previously elected by the shareholders, for election as Class I Directors and
Robert J. Hodgson for election as a Class III Director at the 1995 Annual
Meeting of Shareholders.
The nominees for election as Class I Directors, if elected, will each hold
office for a three-year term until the 1998 Annual Meeting of Shareholders and
until a successor has been duly elected and qualified. Robert J. Hodgson, who
was elected a Director by the Board of Directors on August 9, 1994, has been
designated as a nominee by the Board of Directors for election as a Director for
a two-year term until the 1997 Annual Meeting of Shareholders and until a
successor has been duly elected and qualified.
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 Benjamin M. Belcher, Jr.,
Yvan Dupuy, William J. Fritz, Gerald W. Moore, Michael C. Quaid and Robert J.
Hodgson. 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.
3
<PAGE>
The following table sets forth certain information with respect to the five
(5) nominees for election as Class I Directors to hold office for three years
and the one (1) nominee for election as a Class III Director to hold office for
a term of two years, 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.
<TABLE><CAPTION>
Nominees for Election
Year Term Served as
of Office a Director
Name Age Principal Occupation Will Expire Since
- ---- --- -------------------- ----------- -----
Class I Directors
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr.* 60 Executive Vice President of the Company 1998 1975
since 1991; Vice President-Planning and
Secretary of the Company from 1983 to 1991 (1)
Yvan Dupuy 43 Senior Vice President-Sales and Marketing of 1998 1990
the Company since 1995; Vice President- Sales
and Marketing of the Company from 1988 to 1995
William J. Fritz* 64 Vice President-Finance and Treasurer of 1998 1980
the Company since 1985
Gerald W. Moore *+ 62 Private investor from 1989 to the present; 1998 1994
formerly Associate Editor of Equipment
Distribution magazine
Michael C. Quaid# 68 Consultant to the Company since 1991; 1998 1973
Executive Vice President of the Company
from 1988 until retirement in 1991
Class III Director
Robert J. Hodgson 57 President of Technical Coatings Co., a 1997 1994
wholly owned U.S. subsidiary of the
Company, since 1987
<CAPTION>
Directors Whose Terms of Office
Will Continue After the Meeting
Class II Directors
Charles H. Bergmann*#+ 80 President, Palmer Display Associates 1996 1984
from 1962 to 1993 and since then has
been a consultant to the Company (2)
Frank W. Burr 58 Executive Vice President of Alliance Capital 1996 1994
Management, L.P., an investment manage-
ment company, which is affiliated with
Equitable Life Insurance Company, from
1989 until retirement in 1993; since retire-
ment has been an advisor to pension funds
and a private investor
Sara B. Wardell+ 52 Managing Director, Scoville Memorial Library, 1996 1987
Salisbury, CT, from 1978 to 1993 and since
then has been a library consultant (1)
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Joseph Sobie 60 President of Benjamin Moore & Co., Limited 1996 1987
since 1982
Charles C. Vail 51 Vice President-Human Resources of the 1996 1986
Company since 1988
Ward B. Wack# 63 Consultant to the Company since 1978 (1) 1996 1975
Class III Directors
Ward C. Belcher 48 Vice President-Operations of the Company 1997 1988
since 1989 (1)
Ralph W. Lettieri 75 Consultant to the Company since 1988; 1997 1967
Executive Vice President of the Company
from 1977 until retirement in 1988
John C. Moore, Jr.# 50 Employed by Electronic Data Systems (EDS) 1997 1994
Consulting Business Unit which consults on
the use of information technology for the
operational needs of business, since 1989
Richard Roob*# 62 Chairman of the Board of Directors 1997 1979
of the Company since 1984
Maurice C. Workman*# 66 President of the Company since 1970 1997 1963
</TABLE>
_______________________
*Member of the Executive and Finance Committee.
#Member of the Audit Committee.
+Member of the Compensation and 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 manufactured and produced
advertising and promotional displays, became a division of Graphic
Communications, Inc. in November 1993.
Ownership of Securities by Nominees and Directors
Set forth below is certain information, as of March 1, 1995 (or in the case
of interests under the Company's Employees' Stock Ownership 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 3/1/95 Shares 3/1/95 Shares
---- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. (1) (1) 8,270 (15) .6
Ward C. Belcher 235,732 (2) 2.5 5,490 (16) *
Charles H. Bergmann 81,145 (3) .8
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Frank W. Burr 1,000 *
Yvan Dupuy 5,623 (4) * 1,000 *
William J. Fritz 14,442 (5) *
Robert J. Hodgson 3,490 (6) * 1,000 *
Ralph W. Lettieri 13,950 (7) *
Gerald W. Moore 84,240 (8) .9
John C. Moore, Jr. 346,958 (9) 3.6
Sara B. Wardell 231,208 (10) 2.4 3,060 *
Michael C. Quaid 20,000 (11) * 1,800 *
Richard Roob (1) (1) 7,200 (17) .6
Joseph Sobie 200 * 32,115 (18) 2.5
Charles C. Vail 114,263 (12) 1.2
Ward B. Wack 250,040 (13) 2.6 6,700 .5
Maurice C. Workman (1) (1) 1,000 *
Directors and Officers 3,089,470 (14) 32.2 62,835 (14) 4.9
as a group (20 persons,
including the above)
__________
</TABLE>
*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 5,980 shares of the Company's Common Stock of which
4,256 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 35,700 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, including the voting and disposition thereof. Also
includes 1,237 shares in which Mr. Belcher has an interest under the
Company's Employees' Stock Ownership 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 883 shares in which Mr. Dupuy has an interest under the
Company's Employees' Stock Ownership Plan.
(5) Includes 1,942 shares in which Mr. Fritz has an interest under the
Company's Employees' Stock Ownership Plan.
(6) Includes 390 shares in which Mr. Hodgson has an interest under the
Company's Employees' Stock Ownership Plan.
(7) Mrs. Lettieri owns 9,050 shares of the Company's Common Stock. Mr.
Lettieri 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--the brother and 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 a cousin. The co-
trustees are empowered to make all decisions in respect of the shares,
including the voting and disposition thereof.
(10) Includes 58,909 shares held by trusts of which Mrs. Wardell is a co-
trustee. The other co-trustees of said trusts are as follows: (a) a
trust holding 19,200 of such shares--Mr. Roob and Mr. Vail; (b) a trust
holding 24,000 of such shares--Mr. Vail; (c) a trust holding 8,000 of
such shares--Mr. Belcher, Jr.; and (d) a trust holding 7,709 of such
shares a bank. In addition, Mrs. Wardell holds 6,126 of such shares as
Custodian under the Uniform Gifts to Minors Act. Mrs. Wardell's
daughter owns 21,235 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.
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<PAGE>
(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) a trust
holding 19,200 of such shares--Mr. Roob and Mrs. Wardell; (c) a trust
holding 24,000 of such shares--Mrs. Wardell; (d) a trust holding 33,600
of such shares--an attorney having no affiliation with the Company and
Mr. Wack; and (e) a trust 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 663 shares in which Mr. Vail has an
interest under the Company's Employees' Stock Ownership 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) 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.
(18) Includes 30,365 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 and Directors' parents, spouses, adult
children and their spouses, brothers or sisters and their spouses (except those
who are Directors of the Company), in which beneficial ownership is disclaimed,
total 1,392,950 shares, or 14.5% of the outstanding shares.
Committees of the Board of Directors
The Company has an Audit Committee, an Executive and Finance Committee and
a Compensation and Stock Option Plan Committee, but does not have a Nominating
Committee. The Audit Committee 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 the
Company's performance bonus plan and for remuneration arrangements for all
employees except for senior executives. The Compensation and Stock Option Plan
Committee is responsible for compensation arrangements for senior executives,
including each executive officer named in the Summary Compensation Table
appearing below; it establishes performance goals for senior executives, and it
administers the Company's Stock Option Plan approved by the shareholders on
April 15, 1993.
During 1994, 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 Compensation and 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 1994, all Directors who were not employees of the Company were paid an
annual fee of $25,000 in consideration of their services as such.
7
<PAGE>
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 1994.
Ralph W. Lettieri, Michael C. Quaid and Ward B. Wack (who are Directors of
the Company) were each paid a fee for consulting services rendered to the
Company during 1994 at an annual rate of $20,000.
In 1995 each non-employee Director will be paid an annual fee of $30,000
for all services rendered to the Company in any capacity. There will be no
separate consulting or other fees paid for services in 1995.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
earned by the Company's Principal Executive Officers and each of the other three
most highly compensated executive officers of the Company for each of the last
three fiscal years.
Summary Compensation Table
<TABLE><CAPTION>
Long-Term
Annual Compensation
Compensation Awards
Other Securities
Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($)(1) ($) (2) ($) (3) (#) ($) (4)
__________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Richard Roob 1994 533,690 135,047 7,364 -0- 2,067
Chairman of the 1993 514,850 -0- 8,034 10,000 3,378
Board of Directors 1992 486,100 -0- 8,703 -0- 4,961
Principal Executive Officer
Maurice C. Workman 1994 522,333 132,174 11,854 -0- 2,067
President 1993 503,286 -0- 8,034 10,000 3,378
Principal Executive Officer 1992 474,900 -0- 8,703 -0- 4,961
Benjamin M. Belcher, Jr. 1994 270,883 60,739 7,364 -0- 2,067
Executive Vice President 1993 258,914 -0- 8,034 8,000 3,378
1992 245,000 -0- 8,703 -0- 4,961
William J. Fritz 1994 260,541 50,544 7,364 -0- 2,067
Vice President - Finance 1993 248,465 -0- 8,034 8,000 3,378
and Treasurer 1992 237,000 -0- 8,703 -0- 4,961
Charles C. Vail 1994 193,900 37,670 11,854 -0- 2,067
Vice President - 1993 186,200 -0- 8,034 6,000 2,722
Human Resources 1992 178,000 -0- 8,703 -0- 3,902
_________________________
</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) See the discussion below under the caption "Annual Incentives".
(3) Includes only 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. These amounts for 1993 and 1992 were
previously reflected in the "All Other Compensation" column, but are
now shown separately in this column. See caption "Compensation
Committee Interlocks and Insider Participation" below.
(4) Includes only the fair market value of shares allocated under the
Employees' Stock Ownership Plan.
8
<PAGE>
Revised Retirement Income Plan and Excess Benefit Plan
The following table shows, as of December 31, 1994, 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
Earnings Over Years of Credited Service
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3 Consecutive Years 10 Years 20 Years 30 Years 35 Years 40 Years 45 Years
$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.
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, 1994, Messrs. Roob, Workman, Belcher, Jr., Fritz and Vail had respectively
18, 44, 33, 39 and 12 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 Plan
described below.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following persons, who are non-employee Directors, serve as members of
the Compensation and Stock Option Plan Committee, which establishes the
compensation of the Company's senior executives, including each executive
officer named in the Summary Compensation Table above.
Charles H. Bergmann Gerald W. Moore Sara B. Wardell
9
<PAGE>
In addition, the Executive and Finance Committee establishes the threshold
levels of net profits of the Company required for payments to be made under the
annual incentive program of the Company. 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 Gerald
W. Moore who are independent, non-employee Directors who are substantial
beneficial owners of shares of Common Stock.
The following officers and Directors of the Company were indebted to the
Company in amounts greater than $60,000 since January 1, 1994 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. Some of the promissory notes bear interest at the
rate of five (5) percent per annum and the other promissory notes are without
stated interest. The highest amounts outstanding under such notes for such
persons since January 1, 1994 and the amounts outstanding at March 1, 1995 were
as follows:
<TABLE><CAPTION>
Since January 1, 1994 At March 1, 1995
With Interest Without Interest With Interest Without Interest
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. $ 18,401 $ 90,993 $ 8,706 $ 77,194
Ward C. Belcher 38,689 90,993 25,124 77,194
Richard H. Delventhal 9,376 125,199 7,036 115,033
Yvan Dupuy 3,468 90,993 - 0 - 77,194
William J. Fritz - 0 - 90,993 - 0 - 77,194
Robert J. Hodgson 6,704 153,532 4,691 144,394
John T. Rafferty 30,581 145,095 24,630 133,952
Richard Roob 40,664 90,993 23,455 77,194
Charles C. Vail - 0 - 204,778 - 0 - 195,326
Maurice C. Workman 9,376 204,778 7,036 190,710
</TABLE>
The foregoing amounts represent the aggregate principal balances
outstanding under the promissory notes. 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, (c) January 1, 1991 and (d) May 27, 1994,
respectively, at the then current fair market 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. On and after January 1, 1991, all purchases under the
Employees' Stock Purchase Plan under full recourse promissory notes have been
made 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. The stated interest rate on these notes is
five (5) percent per annum. The amount outstanding under each of such notes for
each such officer and Director at March 1, 1995 was $8,178 ($11,407 Canadian)
and the highest amount outstanding under such notes for each of such persons
since January 1, 1994 was $11,836 ($15,669 Canadian). Mr. Yvan Dupuy was also
indebted to Benjamin Moore & Co. 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, 1995 in the case of Mr. Dupuy was $34,148 ($47,627 Canadian) and the
highest amount outstanding under such note since January 1, 1994 was $39,335
($52,072 Canadian).
REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of the Company is administered by the
Compensation and Stock Option Plan Committee of the Board of Directors. This
Committee consists of Charles H. Bergmann, Gerald W. Moore and Sara B. Wardell,
none of whom has been at any time a salaried employee of the Company. They are
independent, non-employee Directors who are substantial beneficial owners of
shares of Common Stock. They are not eligible to receive grants under the
Company's Stock Option Plan.
10
<PAGE>
In addition, the Executive and Finance Committee, which consists 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 Gerald W. Moore who
are independent, non-employee Directors, establishes the threshold levels of net
profits of the Company required for annual incentive payments to be made. The
amount of the payment under the management incentive feature for each executive
officer of the Company, including those executive officers named in the Summary
Compensation Table, is determined by the provisions of the annual incentive
program which were approved by the Compensation and Stock Option Plan
Committee.
Base Salary
The Company has a philosophy of providing a level of base compensation or
salary that allows the Company to attract, retain and reward the talent needed
to maintain its leading position in the coatings business. The Company
carefully reviews the performance of employees in determining annual
compensation increases. This performance evaluation is made by the various
levels of management. Increases are granted within a budget approved
annually by the Executive and Finance Committee. All compensation increases
for the fifteen senior executives of the Company, including those executive
officers appearing in the Summary Compensation Table and all other executive
officers, are determined by the Compensation and Stock Option Plan Committee.
All compensation decisions of the Compensation and Stock Option Plan
Committee, including those for the Principal Executive Officers, 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. Additional consideration is
given to the compensation structures of corporations in the same or similar
lines of business as the Company as well as a number of those in other lines of
business. Survey data is used to assist in this evaluation. Within this
framework, the salary of the Principal Executive Officers and the other senior
executives of the Company is determined by the Compensation and Stock Option
Plan Committee based on the Committee's judgment concerning their individual
contribution to the business, level of responsibility and experience. No
specific formulas are used.
Annual Incentives
An annual incentive program was adopted by the Company effective January 1,
1993. It is intended to create a positive link between annual performance
and annual incentive compensation. Incentive payments under the profit sharing
portion of this 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 over net profits averaged over the most recent three year
period, with a threshold level below which no incentive payment is paid to any
employee. The Executive and Finance Committee determines incentive
opportunities corresponding with the performance required to achieve increasing
levels of net income. Target incentive opportunities are not established for
each individual. Rather, incentive opportunities are created under the profit
sharing portion of this program as an increasing percentage of base salary
directly related to the level of increase of net income. This profit sharing
opportunity, which is the same for all employees of the Company, is designed
to foster a team based approach. A profit sharing bonus payment of 3.20% of
base salary was paid to all employees for 1994 based on the level of net profits
of the Company.
In addition, approximately fifty employees, including those executive
officers named in the Summary Compensation Table, participate in a management
incentive feature. This feature enables the participants to receive an
additional incentive payment depending upon the level of increase in net
profits. The management incentive payment for 1994 was between 10% and 22% of
base salary. The factors considered by the Compensation and Stock Option Plan
Committee in determining the specific percentage for each individual in this
11
<PAGE>
group of employees, which included the executive officers named in the Summary
Compensation Table, were the level and scope of responsibilities, experience,
performance of the individual, Company performance and competitive practices of
companies in similar lines of business. The additional incentive payments to
the Principal Executive Officers reflect the Compensation and Stock Option Plan
Committee's judgment with respect to their level of responsibility within the
Company and their leadership which contributed to the net profits of the Company
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 incentive or bonus payments were made under the annual incentive program
for 1993.
Long-Term Incentives
The Company's long-term incentive 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 provides for stock purchases and through
its Compensation and Stock Option Plan Committee awards stock options. It also
maintains an Employees' Stock Ownership Plan.
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 of shares of Common Stock at fair
market value. 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".
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, including the executive officers named in the Summary Compensation
Table. There have been no grants since that time.
Employees' Stock Ownership Plan
The Company maintains an Employees' Stock Ownership 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 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 1994 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 Plan.
Policy Regarding Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction 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
12
<PAGE>
officer or among the four most highly compensated officers other than the chief
executive officer to one million dollars, 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 Compensation and Stock Option Plan Committee
intends to take such action as they deem appropriate to preserve the tax
deductibility of compensation paid by the Company to the extent practicable and
so long as this objective is consistent with providing fair, competitive and
rewarding compensation consistent with performance.
JOINT REPORT
EXECUTIVE AND FINANCE COMMITTEE
Benjamin M. Belcher, Jr. William J. Fritz Richard Roob
Charles H. Bergmann Gerald W. Moore Maurice C. Workman
COMPENSATION AND STOCK OPTION PLAN COMMITTEE
Charles H. Bergmann Gerald W. Moore Sara B. Wardell
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information concerning the value of
unexercised options held by the executive officers named in the Summary
Compensation Table at the end of the last fiscal year, which is calendar year
1994. No stock options were exercised by such persons in 1994 and the Company
has no provision for the granting of stock appreciation rights ("SARs").
<TABLE><CAPTION>
Number of
Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Fiscal Year End (#) Fiscal Year End ($) (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
_______________________________________________________________________________________
<S> <C> <C>
Richard Roob -0-/10,000 -0-/$39,800
Maurice C. Workman -0-/10,000 -0-/$39,800
Benjamin M. Belcher, Jr. -0-/8,000 -0-/$31,840
William J. Fritz -0-/8,000 -0-/$31,840
Charles C. Vail -0-/6,000 -0-/$23,880
</TABLE>
(1) Values stated are based on the difference between the option exercise
or base price per share of $73.26 and the fair value of a share of
Common Stock on December 31, 1994 of $77.24 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 market 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 Companies in the Peer Group are Lilly
Industries, Inc., Pratt & Lambert United, Inc., RPM Inc., The Sherwin-Williams
Company and The Valspar Corporation. All returns assume that $100 was invested
on December 31, 1989 and that all dividends were reinvested, and all returns
are weighted on the basis of market capitalization at the beginning of each year
of measurement.
13
<PAGE>
Fiscal Years Ended December 31
Base
1989 1990 1991 1992 1993 1994
Benjamin Moore & Co. 100 96.19 121.99 154.71 193.89 177.66
S&P 500 Comp - LTD 100 96.89 126.41 136.05 149.76 151.74
Peer Group 100 106.09 155.77 184.45 215.31 215.87
CERTAIN TRANSACTIONS
See the discussion above under the caption "Compensation Committee
Interlocks and Insider Participation".
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 1995. 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 1996 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 23, 1995 to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1996 Annual Meeting. Any such proposals must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission.
14
<PAGE>
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 1994 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 1994, as filed with the Securities and Exchange
Commission, to any person who, as of the close of business on March 1, 1995,
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, 1995.
By Order Of The Board of Directors
John T. Rafferty
Secretary
Dated: March 23, 1995
<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 close of business on March 1, 1995;
Benjamin M. Belcher, Jr., Richard (ii) at any adjournment of the
Roob and Maurice C. Workman as meeting; and (iii) upon any subject
proxies to vote all shares of the which may properly be brought before
undersigned at the Annual Meeting of the meeting. The proxies may vote
Shareholders to be held April 20, upon all the matters described in the
1995. Each of the named proxies proxy statement furnished with this
shall have the power to appoint a proxy, subject to any directions
substitute proxy for himself. The indicated below. If no directions
proxies, or any one of them, shall are given, this proxy will be voted
have the power to vote: (i) only "FOR" the election of the nominees
those shares of the Common Stock of listed below.
Benjamin Moore & Co. held of record
by the undersigned as of the
1. Election of five (5) Class I Directors and one (1) Class III Director:
FOR all nominees listed below // WITHHOLD AUTHORITY to vote for all nominees
(except as written below) listed below
Benjamin M. Belcher, Jr. William J. Fritz Michael C. Quaid
Yvan Dupuy Gerald W. Moore Robert J. Hodgson
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below.)
________________________________________________________________________________
2. 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
_____________________________________________
-------------------------------------
-------------------------------------
-------------------------------------
Dated: ,1995
---------------------------
The signature(s) should agree with
the name(s) imprinted to the left.
Custodians, Executors, Administrators,
Trustees, Guardians and Attorneys
should so indicated when signing.
Shares held on record date:
----------
<PAGE>
Benjamin Moore & Co. - Voting Instructions
51 Chestnut Ridge Road, Montvale, NJ 07645
____________________________________
EMPLOYEES' STOCK OWNERSHIP PLAN
These Instructions Are Solicited by the Administrative Committee and the
Trustees of the
Benjamin Moore & Co. Employees' Stock Ownership Plan
Pursuant to Section 9.8 of the These instructions when properly
Benjamin Moore & Co. Employees' Stock executed will be followed in the
Ownership Plan (the "Plan"), the manner directed. If no instructions
undersigned hereby instructs the are given on this form or if the form
Administrative Committee and the is not returned, all shares of Common
Trustees of the Plan, and each or any Stock held in your account under the
of them, to vote as designated below, Plan will be voted in the election of
all shares of Common Stock of Directors and on any other proposals
Benjamin Moore & Co. held in the before the meeting in the same
account of the undersigned under the proportion as shares for which
Plan as of the close of business on instructions have been received from
March 1, 1995, at the Annual Meeting Participants in the Plan. If
of Shareholders to be held on April authority to vote for one or more
20, 1995 or any adjournment thereof. 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 five (5) Class I Directors and one (1) Class III Director:
FOR all nominees listed below WITHHOLD AUTHORITY to vote for all
(except as written below) nominees listed below
Benjamin M. Belcher, Jr. William J. Fritz Michael C. Quaid
Yvan Dupuy Gerald W. Moore Robert J. Hodgson
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below.)
________________________________________________________________________________
2. 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:
--------------------------------,1995
The signature should agree with
the name imprinted to the left.
