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 Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BENJAMIN MOORE & CO.
...............................................................................
(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14s-6(i)(2) or
Item 22(a)(2) of Schedule 14a.
[ ] $500 per each party to the controversy pursuant to the Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
..........................................................................
2) Aggregate number of securities to which transaction applies:
..........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined.
..........................................................................
4) Proposed maximum aggregate value of transaction:
..........................................................................
5) Total fee paid:
..........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
..........................................................................
2) Form, Schedule or Registration No.:
..........................................................................
3) Filing Party:
..........................................................................
4) Date Filed:
..........................................................................
<PAGE>
[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 18th day of April, 1996, at 11:00 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 II Directors to hold office for three years.
2. To transact such other business as may properly be brought
before the meeting, or any adjournment or postponement thereof.
In accordance with the Bylaws of the Company, the Board of Directors
has fixed the close of business on March 1, 1996 as the record date for the
meeting. Accordingly, only shareholders of record at the close of business
on March 1, 1996 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 22, 1996
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 18th day of April, 1996, at 11:00 o'clock in the morning, New Jersey
time, or at any adjournment or postponement thereof. Only shareholders of record
at the close of business on March 1, 1996 (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 22, 1996.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1995, 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 1995 Annual Meeting of
Shareholders, more than 91.5% of the outstanding shares were represented at the
meeting in person or by proxy.
Outstanding Shares
At the close of business on March 1, 1996, there were 9,436,409 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
the Meeting or any
<PAGE>
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, 1996 (or in the case
of interests under the Company's Employees' Stock Ownership Plan the most recent
allocation date which is December 31, 1995), 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.
The shares shown include stock options issued under the Stock Option Plan
of the Company which are exercisable on or within sixty days after March 1,
1996. They permit the purchase of a total of 2,666 shares, 3,333 shares and
3,333 shares by Messrs. Belcher, Jr., Roob and Workman, respectively. For the
purpose of calculating percentage ownership such shares were also considered to
be outstanding.
SHARES OWNED APPROXIMATE
BENEFICIALLY PERCENTAGE OF
AS OF OUTSTANDING
NAME AND ADDRESS MARCH 1, 1996 SHARES
---------------- ------------- ------
Benjamin M. Belcher, Jr. 1,690,998 (1) 17.9
51 Chestnut Ridge Road
Montvale, New Jersey 07645
John C. Moore 1,358,971 (2) 14.4
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Richard Roob 1,156,591 (3) 12.2
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Maurice C. Workman 494,101 (4) 5.2
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Benjamin Moore & Co. Employees' Stock 485,153 (5) 5.1
Ownership Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(1) Includes 1,084,576 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 396,378 of such shares--Mr. Moore; and
(e) a trust
2
<PAGE>
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 485,153 shares. Mr. Belcher, Jr. has an
interest under the Plan in 2,056 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 1,724 shares which are not counted above, and
in which he disclaims any beneficial interest.
(2) Includes 1,339,984 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) a
trust holding 346,608 of such shares--a brother of Mr. Moore who is not
named above, Mr. Moore's niece and Mr. John C. Moore, Jr. (Mr. Moore's son
who is a Director of the Company); and (c) trusts holding 396,378 of such
shares--Mr. Belcher, Jr. 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 635,283 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 9,559 of such shares -- an individual having no affiliation with
the Company and a retiree of the Company; and (d) a trust holding 9,526 of
such shares -- an individual having no affiliation with the Company. 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 485,153 shares. Mr. Roob has an interest
under the Plan in 2,789 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 485,153 shares of
which Mr. Workman has an interest under the Plan in 3,772 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 5,089 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.
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 Frank W. Burr, Joseph Sobie, Charles
C. Vail, Ward B. Wack and Sara B. Wardell, all of whom were previously elected
by the shareholders, for election as Class II Directors at the 1996 Annual
Meeting of Shareholders. In addition, the Board of Directors has nominated
Charles H. Bergmann, Jr., the son of Charles H. Bergmann who currently is a
Director and who will retire as a Director at the 1996 Annual Meeting of
Shareholders, for election as a Class II Director at the 1996 Annual Meeting to
succeed his father.
The nominees for election as Class II Directors, if elected, will each hold
office for a three-year term until the 1999 Annual Meeting of Shareholders and
until a successor has been duly elected and qualified.
3
<PAGE>
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 Frank W. Burr, Joseph
Sobie, Charles C. Vail, Ward B. Wack, Sara B. Wardell and Charles H. Bergmann,
Jr. 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 II Directors to hold office for three 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 II Directors
<S> <C> <C> <C> <C>
Charles H. Bergmann, Jr. 52 Director of Communications of Alto Dairy 1999
Cooperative, a 100 year old farmer-owned
cooperative in Waupun, Wisconsin, and
employed there since 1989
Frank W. Burr(star)section 59 Executive Vice President of Alliance Capital 1999 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
Joseph Sobie 61 President of Benjamin Moore & Co., Limited 1999 1987
since 1982
Charles C. Vail 52 Vice President-Human Resources and 1999 1986
Administration of the Company and a
Vice President since 1988
Ward B. Wack 64 Consultant to the Company since 1978 (1) 1999 1975
Sara B. Wardell section 53 Managing Director, Scoville Memorial Library, 1999 1987
Salisbury, CT, from 1978 to 1993 and since
then has been a library consultant (1)
DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING
Class I Directors
Benjamin M. Belcher, Jr.(star)
61 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(star) 44 Senior Vice President of the Company since 1998 1990
1995; Vice President-Sales and Marketing of
the Company from 1988 to 1995
William J. Fritz(star) 65 Vice President-Finance and Treasurer of 1998 1980
the Company since 1985
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Gerald W. Moore* + Sec.
63 Retired business executive; private investor 1998 1994
from 1989 to the present; formerly Associate
Editor of Equipment Distribution magazine
Michael C. Quaid + 69 Consultant to the Company since 1991; 1998 1973
Executive Vice President of the Company
from 1988 until retirement in 1991
Class III Directors
Ward C. Belcher 49 Vice President-Operations of the Company 1997 1988
since 1989 (1)
Robert J. Hodgson 58 President of Technical Coatings Co., a 1997 1994
wholly owned U.S. subsidiary of the
Company, since 1987
Ralph W. Lettieri 76 Consultant to the Company since 1988; 1997 1967
Executive Vice President of the Company
from 1977 until retirement in 1988
John C. Moore, Jr. + 51 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* + 63 Chairman of the Board of Directors 1997 1979
of the Company since 1984
Maurice C. Workman(*)+
67 President of the Company since 1970 1997 1963
</TABLE>
- -----------------------
*Member of the Executive and Finance Committee.
+Member of the Audit Committee.
section 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.
Ownership of Securities by Nominees and Directors
Set forth below is certain information, as of March 1, 1996 (or in the case
of interests under the Company's Employees' Stock Ownership Plan the most recent
allocation date which is December 31, 1995), 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.
The shares shown include stock options issued under the Stock Option Plan
of the Company which are exercisable on or within sixty days after March 1,
1996. They permit the purchase of a total of 2,000 shares, 2,000 shares, 2,666
shares, 1,166 shares and 2,000 shares by Messrs. W. C. Belcher, Dupuy, Fritz,
Hodgson and Vail, respectively, and 22,662 shares by all Directors and Officers
as a group. For the purpose of calculating percentage ownership such shares were
also considered to be outstanding.
5
<PAGE>
<TABLE><CAPTION>
SHARES OF
SHARES OF APPROXIMATE CANADIAN APPROXIMATE
COMPANY PERCENTAGE OF SUBSIDIARY PERCENTAGE OF
OWNED AS OF OUTSTANDING OWNED AS OF OUTSTANDING
NAME 3/1/96 SHARES 3/1/96 SHARES
---- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. (1) (1) 8,270 (16) .6
Ward C. Belcher 238,062 (2) 2.5 5,490 (17) *
Charles H. Bergmann 94,226 (3) .9
Charles H. Bergmann, Jr. 99,531 (4) 1.0
Frank W. Burr 1,000 *
Yvan Dupuy 7,745 (5) * 1,000 *
William J. Fritz 17,261 (6) *
Robert J. Hodgson 4,761 (7) * 1,000 *
Ralph W. Lettieri 12,000 (8) *
Gerald W. Moore 84,240 (9) .9
John C. Moore, Jr. 346,958 (10) 3.7
Michael C. Quaid 18,000 (11) * 600 *
Richard Roob (1) (1) 7,200 (18) .6
Joseph Sobie 200 * 33,715 (19) 2.6
Charles C. Vail 116,378 (12) 1.2
Ward B. Wack 249,526 (13) 2.6 6,700 .5
Sara B. Wardell 225,082 (14) 2.4 3,060 *
Maurice C. Workman (1) (1) 1,000 *
Directors and Officers 3,073,851 (15) 32.4 63,235 (15) 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. Ward C. 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 36,214 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 1,369
shares in which Mr. Belcher has an interest under the Company's Employees'
Stock Ownership Plan. In addition, Mr. Belcher is Custodian of 29,664 of
such shares held under the Uniform Gifts to Minors Act.
(3) Owned by Bergmann Enterprises Limited Partnership of which Mr. Bergmann is
a limited partner.
(4) Includes 94,226 shares owned by Bergmann Enterprises Limited Partnership of
which Mr. Bergmann, Jr. is the managing general partner. Also includes
4,176 shares held by a trust of which Mr. Bergmann, Jr. is a co-trustee
with Mrs. Charles H. Bergmann, Jr. Mrs. Bergmann, Jr. owns 4,240 shares and
is a trustee with their son of a trust holding 7,511 shares which are
not counted above, and in which Mr. Bergmann, Jr. disclaims any beneficial
interest.
(5) Includes 1,005 shares in which Mr. Dupuy has an interest under the
Company's Employees' Stock Ownership Plan.
(6) Includes 2,095 shares in which Mr. Fritz has an interest under the
Company's Employees' Stock Ownership Plan.
(7) Includes 495 shares in which Mr. Hodgson has an interest under the
Company's Employees' Stock Ownership Plan.
(8) Mrs. Lettieri owns 7,050 shares of the Company's Common Stock. Mr. Lettieri
disclaims any beneficial interest in such shares.
(9) 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
6
<PAGE>
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.
(10) Includes 346,608 shares held by a trust of which Mr. John C. Moore, Jr. is
a co-trustee with his father, an uncle and a cousin. The co-trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof.
(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) 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--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 778 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-trustee is 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) 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. Mrs. Wardell's adult daughter owns 27,361 shares which are not
counted above, and in which she disclaims any beneficial interest.
(15) 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.
(16) 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.
(17) Includes 1,230 shares held as custodian for children.
(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 31,965 shares held by the Canadian subsidiary's Deferred
Profit Sharing Plan, of which Mr. Sobie is a co-trustee. The other trustees
are an executive of the Canadian subsidiary and an attorney who serves as
counsel to the Canadian subsidiary. Mr. Sobie's wife owns 1,250 shares
which are not counted above, and in which he disclaims any beneficial
interest.
Shares owned by the Directors' parents (including the Estate of a parent),
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 1,314,179 shares, or 14% 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 any 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
7
<PAGE>
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 1995, 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 1995, all Directors who were not employees of the Company were paid an
annual fee of $30,000 in consideration of their services as such. This annual
fee covers all services rendered to the Company in any capacity by such
Director. Directors who are employees are not compensated for services as a
Director.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
earned by the Company's Principal Executive Officers and each of the other three
most highly compensated executive officers of the Company for each of the last
three fiscal years.
<TABLE><CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($) (3) (#) ($) (4)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard Roob 1995 558,300 -0- 6,599 -0- 1,900
Chairman of the 1994 533,690 135,047 7,364 -0- 2,067
Board of Directors 1993 514,850 -0- 8,034 10,000 3,378
Principal Executive Officer
Maurice C. Workman 1995 546,000 -0- 13,731 -0- 1,900
President 1994 522,333 132,174 11,854 -0- 2,067
Principal Executive Officer 1993 503,286 -0- 8,034 10,000 3,378
Benjamin M. Belcher, Jr. 1995 284,500 -0- 6,599 -0- 1,900
Executive Vice President 1994 270,883 60,739 7,364 -0- 2,067
1993 258,914 -0- 8,034 8,000 3,378
William J. Fritz 1995 274,704 -0- 6,599 -0- 1,900
Vice President - Finance 1994 260,541 50,544 7,364 -0- 2,067
and Treasurer 1993 248,465 -0- 8,034 8,000 3,378
Yvan Dupuy 1995 221,100 -0- 6,599 -0- 1,900
Senior Vice President 1994 190,900 37,075 7,364 -0- 2,067
1993 183,100 -0- 8,034 6,000 2,678
</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.
8
<PAGE>
(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 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 in respect of the
indicated years for purposes of the Employees' Stock Ownership Plan.
Revised Retirement Income Plan and Excess Benefit Plan
The following table shows, as of December 31, 1995, 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
3 CONSECUTIVE YEARS 10 YEARS 20 YEARS 30 YEARS 35 YEARS 40 YEARS 45 YEARS
------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$200,000 28,134 56,268 84,402 98,468 113,468 128,468
250,000 35,634 71,268 106,902 124,718 143,468 162,218
300,000 43,134 86,268 129,402 150,968 173,468 195,968
350,000 50,634 101,268 151,902 177,218 203,468 229,718
400,000 58,134 116,268 174,402 203,468 233,468 263,468
450,000 65,634 131,268 196,902 229,718 263,468 297,218
500,000 73,134 146,268 219,402 255,968 293,468 330,968
550,000 80,634 161,268 241,902 282,218 323,468 364,718
600,000 88,134 176,268 264,402 308,468 353,468 398,468
650,000 95,634 191,268 286,902 334,718 383,468 432,218
</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,
1995, Messrs. Roob, Workman, Belcher, Jr., Fritz and Dupuy had respectively 19,
45, 34, 40 and 19 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.
9
<PAGE>
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: Frank W. Burr, Gerald W.
Moore and Sara B. Wardell.
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., Yvan Dupuy, William J. Fritz, Richard Roob
and Maurice C. Workman, five employee Directors who are executive officers of
the Company appearing in the Summary Compensation Table, and Frank W. Burr and
Gerald W. Moore who are independent, non-employee Directors who are 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, 1995 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, 1995 and the amounts outstanding at March 1, 1996 were
as follows:
<TABLE>
<CAPTION>
SINCE JANUARY 1, 1995 AT MARCH 1, 1996
--------------------- ----------------
WITH INTEREST WITHOUT INTEREST WITH INTEREST WITHOUT INTEREST
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. $7,219 $82,810 $4,481 $66,995
Ward C. Belcher 24,064 82,810 14,936 72,694
Richard H. Delventhal 7,219 120,849 4,481 99,547
Yvan Dupuy -0- 82,810 -0- 66,995
Donald W. Everett 12,308 71,163 7,468 60,333
William J. Fritz -0- 82,810 -0- 66,995
Robert J. Hodgson 4,813 147,240 2,987 128,714
John T. Rafferty 25,032 139,868 18,028 118,281
Richard Roob 24,064 82,810 14,936 66,995
Charles C. Vail -0- 196,927 -0- 175,266
Maurice C. Workman 7,219 196,927 4,481 169,566
</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,
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 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
person at March 1, 1996 was $5,174 ($7,094 Canadian) and the highest amount
outstanding under such notes for each such person since January 1, 1995 was
$8,350 ($11,713 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
10
<PAGE>
outstanding on March 1, 1996 in the case of Mr. Dupuy was $29,215 ($40,059
Canadian) and the highest amount outstanding under such note since
January 1, 1995 was $34,135 ($47,882 Canadian).
JOINT 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 Frank W. Burr, 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 beneficial owners of shares of
Common Stock. They are not eligible to receive grants under the Company's Stock
Option Plan.
In addition, the Executive and Finance Committee, which consists of
Benjamin M. Belcher, Jr., Yvan Dupuy, William J. Fritz, Richard Roob and Maurice
C. Workman, five employee Directors who are executive officers of the Company
appearing in the Summary Compensation Table, and Frank W. Burr 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 is 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
11
<PAGE>
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.
In addition, approximately fifty employees, including those executive
officers named in the Summary Compensation Table, participate in an executive
management incentive feature. This feature enables the participants to receive
an additional incentive payment depending upon the level of increase in net
profits. The factors considered by the Compensation and Stock Option Plan
Committee in determining the specific percentage for each individual in this
group of employees, which includes the executive officers named in the Summary
Compensation Table, are 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.
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 1995 since the target threshold level was not exceeded.
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 the opportunity for employees to purchase
stock 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
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
12
<PAGE>
compensation of all such participants. In 1995 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
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 are designed
to qualify as performance-based compensation under regulations issued by the
Internal Revenue Service. The Compensation and Stock Option Plan Committee
intends to take such action as it deems 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.
EXECUTIVE AND FINANCE COMMITTEE
Benjamin M. Belcher, Jr. Yvan Dupuy Richard Roob
Frank W. Burr William J. Fritz Maurice C. Workman
Gerald W. Moore
COMPENSATION AND STOCK OPTION PLAN COMMITTEE
Frank W. Burr 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
1995. No stock options were exercised by such persons in 1995 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 3,333/6,667 $19,931/$39,869
Maurice C. Workman 3,333/6,667 $19,931/$39,869
Benjamin M. Belcher, Jr. 2,666/5,334 $15,943/$31,897
William J. Fritz 2,666/5,334 $15,943/$31,897
Yvan Dupuy 2,000/4,000 $11,960/$23,920
</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, 1995 of $79.24 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. Such price
as of March 1, 1996 was $64.89 per share.
13
<PAGE>
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, 1990 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.
CUMULATIVE SHAREHOLDER RETURN
5 YEAR PERIOD 1991-1995
300
250
[GRAPH]
200
150
100
Base 1991 1992 1993 1994 1995
(1990)
FISCAL YEARS ENDED DECEMBER 31
BASE
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Benjamin Moore & Co. 100 126.82 160.83 201.57 184.70 194.02
S&P 500 Comp 100 130.47 140.41 154.56 156.60 215.45
Peer Group 100 146.83 173.87 202.96 203.49 252.72
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 LLP as the independent
public accountants for the Company in 1996. Deloitte & Touche LLP and its
predecessors, Deloitte Haskins & Sells and Haskins & Sells, have acted in such
capacity since 1957. A representative of Deloitte & Touche LLP 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.
14
<PAGE>
MISCELLANEOUS
Shareholder Proposal Date
Any shareholder proposal intended to be presented at the 1997 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 22, 1996 to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1997 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 1995 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 1995, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, TO ANY PERSON WHO, AS OF THE CLOSE OF BUSINESS ON MARCH 1, 1996,
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, 1996.
By Order Of The Board of Directors
John T. Rafferty
Secretary
Dated: March 22, 1996
15
<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 18, 1996. 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, 1996; (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.
<PAGE>
1. Election of six (6) Class II Directors:
FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as written below) all nominees listed below/ /
Charles H. Bergmann, Jr. Joseph Sobie Ward B. Wack
Frank W. Burr Charles C. Vail Sara B. Wardell
(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: , 1996
-----------------------------------
The signature(s) should agree with the name(s)
imprinted to the left. Custodians, Executors,
Administrators, Trustees, Guardians and
Attorneys should so indicate 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 Benjamin Moore & Co. Employees' Stock Ownership
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, 1996, at
the Annual Meeting of Shareholders to be held on April 18, 1996 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.
<PAGE>
1. Election of six (6) Class II Directors:
FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as written below) nominees listed below / /
Charles H. Bergmann, Jr. Joseph Sobie Ward B. Wack
Frank W. Burr Charles C. Vail Sara B. Wardell
(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: , 1996
| ---------------------------------------
| THE SIGNATURE SHOULD AGREE WITH THE NAME IMPRINTED
--- TO THE LEFT.
