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 17th day of April, 1997, at 11:00 o'clock in the morning,
New Jersey time, at the Woodcliff Lake Hilton, Chestnut Ridge Road and Tice
Boulevard, Woodcliff Lake, New Jersey, for the following purposes:
1. To elect six (6) Class III Directors to hold office for three years
each and one (1) Class II Director to hold office for two 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 3, 1997 as the record date for the meeting.
Accordingly, only shareholders of record at the close of business on March 3,
1997 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 in order to be certain that your shares will be voted at the meeting.
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 21, 1997
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 17th day of April, 1997, 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 3, 1997 (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 21, 1997.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1996, 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 1996 Annual Meeting of
Shareholders, more than 92.2% of the outstanding shares were represented at the
meeting in person or by proxy.
Outstanding Shares
At the close of business on March 3, 1997, there were 9,008,163 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. The presence of a
majority of the outstanding shares of Common Stock will constitute a quorum.
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 seven (7) 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) or postponement(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 prior to the voting thereof by
giving written notice of revocation to the Secretary of the Company, 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 3, 1997 (or in the
case of interests under the Company's Employees' Stock Ownership Plan the most
recent allocation date which is December 31, 1996), 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 3,
1997. The stock options permit the purchase of a total of 5,334 shares, 4,000
shares, 6,667 shares and 4,000 shares by Messrs. Belcher, Jr., Dupuy, Roob and
Vail, respectively. For the purpose of calculating percentage ownership for each
person such shares were also considered to be outstanding.
Shares Owned Approximate
Beneficially Percentage of
as of Outstanding
Name and Address March 3, 1997 Shares
---------------- ------------- ------
Benjamin M. Belcher, Jr. 1,692,064 (1) 18.7
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Yvan Dupuy 493,036 (2) 5.4
51 Chestnut Ridge Road
Montvale, New Jersey 07645
John C. Moore 1,358,706 (3) 15.0
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Richard Roob 1,159,068 (4) 12.8
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Charles C. Vail 514,083 (5) 5.7
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Benjamin Moore & Co. Employees' Stock 484,296 (6) 5.3
Ownership Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645
2
<PAGE>
(1) Includes 1,084,331 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 396,133 of such
shares--Mr. Moore and Mr. Vail; 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 484,296 shares. Mr. Belcher, Jr. has an interest under the Plan in
2,160 shares. The other trustees are Mr. Yvan Dupuy and Mr. Richard Roob,
each of whom is a Director of the Company. Mr. Belcher, Jr.'s wife owns
2,724 shares which are not counted above, and in which he disclaims any
beneficial interest.
(2) Mr. Dupuy is one of three trustees of the Company's Employees' Stock
Ownership Plan (described hereafter) which owns 484,296 shares of which
Mr. Dupuy has an interest under the Plan in 1,082 shares. The other
trustees are Mr. Benjamin M. Belcher, Jr. and Mr. Richard Roob, each of
whom is a Director of the Company.
(3) Includes 1,339,739 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 396,133 of such
shares--Mr. Belcher, Jr. and Mr. Vail. 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.
(4) 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 484,296 shares. Mr. Roob has an interest
under the Plan in 2,912 shares. The other trustees are Mr. Benjamin M.
Belcher, Jr. and Mr. Yvan Dupuy, 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.
(5) Includes 504,933 shares held by trusts of which Mr. Vail is a co-trustee.
The other co-trustees of said trusts are as follows: (a) trusts holding
396,133 of such shares - Mr. Belcher, Jr. and Mr. Moore; (b) trusts
holding 24,000 of such shares - Mr. Belcher, Jr.; (c) a trust holding
19,200 of such shares - Mr. Roob and Mrs. Wardell; (d) a trust holding
24,000 of such shares - Mrs. Wardell; (e) a trust holding 33,600 of such
shares - Mr. Wack; and (f) 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 850 shares in which Mr. Vail
has an interest under the Company's Employees' Stock Ownership Plan. Mr.
Vail's wife owns 200 shares which are not counted above, and in which he
disclaims any beneficial interest.
(6) The Company's Employees' Stock Ownership Plan (described hereafter) owns
these shares and the three trustees are Mr. Benjamin M. Belcher, Jr., Mr.
Yvan Dupuy and Mr. Richard Roob, each of whom is a Director of the
Company.
3
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and Bylaws, the
Board of Directors is divided into three classes. Each year the Directors in one
class are elected to serve terms of three years.
The Board of Directors has nominated Ward C. Belcher, Robert J. Hodgson,
John C. Moore, Jr., Richard Roob and Maurice C. Workman, all of whom were
previously elected by the shareholders, for election as Class III Directors at
the 1997 Annual Meeting of Shareholders. In addition, the Board of Directors has
nominated Frederick J. Costello for election as a Class III Director at the 1997
Annual Meeting to succeed Ralph W. Lettieri who is retiring as a member of the
Board of Directors after 30 years of service. The six (6) nominees for election
as Class III Directors, if elected, will each hold office for a three-year term
until the Annual Meeting of Shareholders to be held in the year 2000, and until
a successor has been duly elected and qualified.
Mr. Joseph Sobie, a Class II Director, is also retiring at the time of the
1997 Annual Meeting of Shareholders after ten years of service. The Board of
Directors has nominated Robert H. Mundheim for election as a Class II Director
for a two year term until the 1999 Annual Meeting of Shareholders and until a
successor has been duly elected and qualified. He will succeed Mr. Sobie.
The persons named as proxies in the accompanying form of proxy have
advised the Company that, unless otherwise instructed, they intend to vote the
shares covered by duly executed proxies for the election of Ward C. Belcher,
Frederick J. Costello, Robert J. Hodgson, John C. Moore, Jr., Robert H.
Mundheim, Richard Roob and Maurice C. Workman. All of the nominees have agreed
to serve if elected. Should any such person become unable or unavailable for
election as a Director, an event which the Board of Directors does not
anticipate, the individuals appointed as proxies reserve the right to vote such
shares for the election of such substitute nominee(s) as the Board of Directors
may propose.
The following table sets forth certain information with respect to the six
(6) nominees for election as Class III Directors to hold office for three years
and the one (1) nominee for election as a Class II Director to hold office for
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
- - ---- --- -------------------- ----------- -----
<S> <C> <C> <C> <C>
Class III Directors
Ward C. Belcher 50 Vice President-Operations of the Company 2000 1988
since 1989 (1)
Frederick J. Costello 59 Retired executive of Union Carbide Corporation, 2000
a chemicals company; President of
the Solvents and Coatings Materials
Division of Union Carbide
Corporation from 1989 until
retirement in 1993
Robert J. Hodgson 59 President of Technical Coatings Co., a 2000 1994
wholly owned U.S. subsidiary of the
Company, since 1987
John C. Moore, Jr.+ 52 Employed by Electronic Data Systems (EDS) 2000 1994
Consulting Business Unit which consults on
the use of information technology for the
operational needs of business, since 1989
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Richard Roob*+ 64 Chairman of the Board of Directors 2000 1979
of the Company since 1984
Maurice C. Workman*+ 68 Retired; President of the Company from 1970 2000 1963
to 1996
Class II Director
Robert H. Mundheim 64 Executive Vice President and General Counsel 1999
since September 1992 of Salomon Inc. which
together with its subsidiaries conducts global
investment banking, global securities and
commodities trading, and U.S. oil refining and
gathering activities; Director, Structured
Products Corp., a wholly owned subsidiary of
Salomon Inc.; Co-Chairman of the law firm
of Fried, Frank, Harris, Shriver & Jacobson prior
to September 1992
Directors Whose Terms of Office
Will Continue After the Meeting
Class II Directors
Charles H. Bergmann, Jr. 53 Director of Communications of Alto Dairy 1999 1996
Cooperative, a 100 year old farmer-owned
cooperative in Waupun, Wisconsin, and
employed there since 1989
Frank W. Burr*ss. 60 Executive Vice President of Alliance Capital 1999 1994
Management, L.P., an investment management
company, which is affiliated with
Equitable Life Insurance Company, from
1989 until retirement in 1993; since retirement
has been an advisor to pension funds and a
private investor
Charles C. Vail 53 Vice President-Human Resources and 1999 1986
Administration of the Company and a
Vice President since 1988
Ward B. Wack 65 Retired; Consultant to the Company from 1978 1999 1975
to 1994 (1)
Sara B. Wardellss. 54 Managing Director, Scoville Memorial Library, 1999 1987
Salisbury, CT, from 1978 to 1993 and since
then has been a library consultant (1)
Class I Directors
Benjamin M. Belcher, Jr.* 62 Executive Vice President of the Company 1998 1975
since 1991; Vice President-Planning and
Secretary of the Company from 1983 to 1991 (1)
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Yvan Dupuy* 45 President of the Company since 1996;
Senior Vice President of the Company from 1998 1990
1995 to 1996; Vice President-Sales and
Marketing of the Company from 1988 to 1995
William J. Fritz* 66 Retired; Vice President-Finance and Treasurer 1998 1980
of the Company from 1985 to 1996
Gerald W. Moore *+ss. 64 Retired business executive; private investor 1998 1994
from 1989 to the present; formerly Associate
Editor of Equipment Distribution magazine
Michael C. Quaid+ 70 Retired; Executive Vice President of the 1998 1973
Company from 1988 to 1991
</TABLE>
- - ----------
* Member of the Executive and Finance Committee.
+ Member of the Audit Committee.
ss. 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 3, 1997 (or in the
case of interests under the Company's Employees' Stock Ownership Plan the most
recent allocation date which is December 31, 1996), 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 current Directors, by each of the executive officers named in the Summary
Compensation Table appearing below and by all 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 3,
1997. The stock options permit the purchase of a total of 5,334 shares, 4,000
shares, 4,000 shares, 8,000 shares, 2,334 shares, 6,667 shares and 4,000 shares
by Messrs. B.M. Belcher, Jr., W. C. Belcher, Dupuy, Fritz, Hodgson, Roob and
Vail, respectively, and 43,337 shares by all Directors and officers as a group.
For the purpose of calculating percentage ownership for each person or the group
such shares were also considered to be outstanding.
<TABLE>
<CAPTION>
Shares of
Shares of Approximate Canadian Approximate
Company Percentage of Subsidiary Percentage of
Owned as of Outstanding Owned as of Outstanding
Name 3/3/97 Shares 3/3/97 Shares
---- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. (1) (1) 8,270 (14) .6
Ward C. Belcher 240,804 (2) 2.7 5,490 (15) *
Charles H. Bergmann, Jr. 99,531 (3) 1.1
Frank W. Burr 1,000 *
Frederick J. Costello
Yvan Dupuy (1) (1) 1,000 *
William J. Fritz 22,700 (4) *
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Robert J. Hodgson 5,993 (5) * 1,000 *
Ralph W. Lettieri 11,000 (6) *
Gerald W. Moore 84,240 (7) .9
John C. Moore, Jr. 346,958 (8) 3.9
Robert H. Mundheim
Michael C. Quaid 17,000 (9) * 600 *
Richard Roob (1) (1) 7,200 (16) .6
Joseph Sobie 200 * 1,250 (17) *
Charles C. Vail (1) (1)
Ward B. Wack 249,526 (10) 2.8 6,700 .5
Sara B. Wardell 226,082 (11) 2.5 3,060 *
Maurice C. Workman 9,534 (12) * 1,000 *
Directors and officers 3,099,134 (13) 34.2 30,770 (13) 2.4
as a group (25 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) Includes 36,214 shares of the Company's Common Stock held by trusts of
which Mr. Ward C. 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 1,456 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. 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.
(3) 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.
(4) Includes 2,200 shares in which Mr. Fritz has an interest under the
Company's Employees' Stock Ownership Plan.
(5) Includes 559 shares in which Mr. Hodgson has an interest under the
Company's Employees' Stock Ownership Plan.
(6) Mrs. Lettieri owns 6,050 shares of the Company's Common Stock. Mr.
Lettieri disclaims any beneficial interest in such shares.
(7) 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.
(8) 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.
(9) Mrs. Quaid owns 3,800 shares of the Company's Common Stock. Mr. Quaid
disclaims any beneficial interest in such shares.
(10) 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.
(11) 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,
7
<PAGE>
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.
(12) Includes 3,919 shares in which Mr. Workman has an interest under the
Company's Employees' Stock Ownership Plan. Mrs. Workman owns 5,089 shares
of the Company's Common Stock. Mr. Workman disclaims any beneficial
interest in such shares.
(13) 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.
(14) 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.
(15) Includes 1,230 shares held as custodian for children.
(16) 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.
(17) Mrs. Sobie 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), aunts and uncles, in which
shares beneficial ownership is disclaimed, total 991,577 shares, or 11% 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. The Compensation and Stock Option Plan Committee
is responsible for the approval of the Company's performance bonus plan and 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 1996, 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 1996, all non-employee Directors of the Company were paid a fee at an
annual rate of $30,000 in consideration of their services as such. The fee will
be $30,000 for non-employee Directors in 1997. Directors who are employees are
not compensated for services as a Director.
William J. Fritz (who is a Director of the Company who retired on December
31, 1996) will also be paid a fee for consulting services rendered to the
Company during 1997 at an annual rate of $50,000.
Maurice C. Workman (who is a Director of the Company who retired on April
30, 1996) will also be paid a fee for consulting services rendered to the
Company during 1997 at an annual rate of $75,000. He received a pro rata portion
of this consulting fee in 1996 after his retirement.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information for each of the last three
fiscal years concerning the compensation earned by the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company as of the end of the last fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
------------ ------
Other Securities
Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) (1) ($) (2) ($) (3) (#) ($) (4)
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard Roob 1996 586,000 115,735 5,783 -0- 2,134
Chairman of the 1995 558,300 -0- 6,599 -0- 1,900
Board of Directors and 1994 533,690 135,047 7,364 -0- 2,067
Chief Executive Officer
Yvan Dupuy 1996 293,344 49,135 5,738 -0- 2,134
President and 1995 221,100 -0- 6,599 -0- 1,900
Chief Operating Officer 1994 190,900 37,075 7,364 -0- 2,067
Benjamin M. Belcher, Jr. 1996 298,500 41,044 5,783 -0- 2,134
Executive Vice President 1995 284,500 -0- 6,599 -0- 1,900
1994 270,883 60,739 7,364 -0- 2,067
William J. Fritz 1996 288,000 39,600 5,738 -0- 2,134
Retired Vice President - 1995 274,704 -0- 6,599 -0- 1,900
Finance and Treasurer 1994 260,541 50,544 7,364 -0- 2,067
Charles C. Vail 1996 215,500 32,476 12,261 -0- 2,134
Vice President - 1995 205,100 -0- 13,731 -0- 1,900
Human Resources and 1994 193,900 37,670 11,854 -0- 2,067
Administration
</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 income pursuant to the Internal Revenue Code of 1986
with respect to promissory notes without stated interest delivered in
partial payment for the purchase of Common Stock under the Employees'
Stock Purchase Plan. See caption "Compensation Committee Interlocks and
Insider Participation" below.
(4) Includes only the fair market value of shares allocated in respect of the
indicated years under the Employees' Stock Ownership Plan.
Revised Retirement Income Plan and Excess Benefit Plan
The following table shows, as of December 31, 1996, 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.
9
<PAGE>
Pension Plan Table
<TABLE>
<CAPTION>
Highest Average Years of Credited Service
Salary Over -------------------------------------------------------------------------------
3 Consecutive Years 10 Years 20 Years 30 Years 35 Years 40 Years 45 Years
------------------- -------- -------- -------- -------- -------- --------
<C> <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,
1996, Messrs. Roob, Dupuy, Belcher, Jr., Fritz and Vail had respectively 20, 20,
35, 41 and 13 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.
Supplemental Executive Retirement Plan
In 1996 the Company established a non-qualified Supplemental Executive
Retirement Income Benefit Plan. This Plan is designed to equalize benefits for
certain senior executives. The Compensation and Stock Option Plan Committee has
been authorized to select the participants in this Plan. Currently Messrs. Roob
and Vail are the only participants. Benefits under the Plan will not exceed the
benefits under the Retirement Plan and the Excess Benefit Plan for an employee
with 35 years of service.
The following table shows, as of December 31, 1996, estimated annual
benefits payable upon retirement at age 65 under the Supplemental Executive
Retirement Income Benefit Plan.
Supplemental Executive Retirement Income Benefit Plan Table
Highest Average Years of Credited Service
Salary Over ----------------------------------------------
3 Consecutive Years 15 Years 20 Years 25 Years
- - ------------------- -------- -------- --------
$200,000 90,000 100,000 107,500
250,000 112,500 125,000 134,375
300,000 135,000 150,000 161,250
350,000 157,500 175,000 188,125
400,000 180,000 200,000 215,000
450,000 202,500 225,000 241,875
500,000 225,000 250,000 268,750
550,000 247,500 275,000 295,625
10
<PAGE>
600,000 270,000 300,000 322,500
650,000 292,500 325,000 349,375
The maximum number of years of credited service under the Supplemental
Executive Retirement Income Benefit Plan is 25 years. As of December 31, 1996,
Messrs. Roob and Vail had respectively 20 and 13 years of credited service. The
compensation covered by this Plan is that described under the "Salary" column of
the Summary Compensation Table. Benefits shown in the Supplemental Executive
Retirement Income Benefit Plan Table are computed on the basis of a straight
life annuity and are subject to offset by the participant's benefits under the
Retirement Plan and the Excess Benefit Plan and the primary Social Security
benefit. Upon a participant's termination of employment following a change in
control the benefit under this Plan will become fully vested and the actuarial
equivalent of the benefit will be paid immediately in a lump sum.
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: Frank W. Burr, Gerald W.
Moore and Sara B. Wardell.
In addition, the Executive and Finance Committee established the threshold
levels of net profits of the Company in 1996 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 and Richard Roob,
three employee Directors who are executive officers of the Company appearing in
the Summary Compensation Table, William J. Fritz and Maurice C. Workman, retired
executive officers of the Company, 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, 1996 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, 1996 and the amounts outstanding at March 3, 1997 were
as follows:
<TABLE>
<CAPTION>
Since January 1, 1996 At March 3, 1997
--------------------- ----------------
With Interest Without Interest With Interest Without Interest
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Benjamin M. Belcher, Jr. $4,830 $67,995 $1,937 $55,613
Ward C. Belcher 15,736 67,995 6,281 55,613
Michael A. Bonner -0- 68,743 -0- 58,377
Richard H. Delventhal 4,721 102,283 1,884 84,366
Yvan Dupuy -0- 67,995 -0- 55,613
Donald W. Everett 8,050 61,786 3,228 52,220
William J. Fritz -0- 67,995 -0- 55,613
Robert J. Hodgson 3,147 131,360 1,256 113,500
John T. Rafferty 18,628 120,176 11,435 101,796
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Richard Roob 15,736 67,995 6,281 55,613
Charles C. Vail -0- 178,057 -0- 160,261
Maurice C. Workman 4,721 172,357 1,884 149,500
</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) July
22, 1988, (b) January 1, 1991 and (c) May 27, 1994, at the then current fair
value as determined in accordance with the terms of the Employees' Stock
Purchase Plan approved by the shareholders of the Company. The promissory notes
are secured by the shares to which they relate. 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 3, 1997 was $1,997 ($2,730 Canadian) and the highest amount
outstanding under such notes for each such person since January 1, 1996 was
$5,423 ($7,400 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 3, 1997 in the case of Mr.
Dupuy was $25,462 ($34,803 Canadian) and the highest amount outstanding under
such note since January 1, 1996 was $31,910 ($43,540 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 and Richard Roob, three employee Directors
who are executive officers of the Company appearing in the Summary Compensation
Table, William J. Fritz and Maurice C. Workman, retired executive officers of
the Company, and Frank W. Burr and Gerald W. Moore who are independent,
non-employee Directors, established the threshold levels of net profits of the
Company in 1996 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, was determined by the provisions of the annual incentive
program which was 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. All compensation increases for the thirteen 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 Chief Executive Officer, 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.
12
<PAGE>
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 Chief Executive Officer 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, but the Committee is convinced that the
motivation of the Company's executives and all of its employees is extremely
important to the ability to meet the challenges of the future.
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 were available to all employees for 1996. For 1996 the
incentive payment was 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 was paid to any employee. The Executive and Finance Committee determined
incentive opportunities for 1996 corresponding with the performance required to
achieve increasing levels of net income. Target incentive opportunities were not
established for each individual. Rather, incentive opportunities were 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 was the same for all employees of the Company for
1996, was designed to foster a team based approach.
In addition, approximately 60 employees, including those executive
officers named in the Summary Compensation Table, participated in an executive
management incentive feature. This feature enabled 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 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 for similar positions. The additional
incentive payment to the Chief Executive Officer, Richard Roob, in 1996 of
$115,735 reflects the Compensation and Stock Option Plan Committee's judgment
with respect to his level of responsibility within the Company and his
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.
For 1997 a specified level of increase in net profits of the Company over
the year 1996 has been established by the Compensation and Stock Option Plan
Committee as the profit target without any averaging of the most recent three
year period. In addition, it is intended that senior management, including the
executive officers named in the Summary Compensation Table, will not participate
in the profit sharing opportunity.
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.
13
<PAGE>
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 of the Company. For a summary of the
indebtedness to the Company under this Plan of officers and Directors of the
Company, 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.
Employees receiving grants benefit only if shareholders benefit through
appreciation in the post-grant value of the shares of Common Stock. 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. One
executive officer not named in the Summary Compensation Table and two other
employees have received 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 1996 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 that have been 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
14
<PAGE>
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
1996. No stock options were exercised by such persons in 1996 and the Company
has no provision for the granting of stock appreciation rights ("SARs").
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
- - --------------------------------------------------------------------------------
Richard Roob 6,667/3,333 0/0
Yvan Dupuy 4,000/2,000 0/0
Benjamin M. Belcher, Jr. 5,334/2,666 0/0
William J. Fritz 5,334/2,666 0/0
Charles C. Vail 4,000/2,000 0/0
(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, 1996 of $72.23 per share, as determined by
Management Planning, Inc., 101 Poor Farm Road, Princeton, New Jersey
08540, an independent consulting firm retained since April 1988 to
calculate the current fair value of the Common Stock on a weekly basis.
Such price as of March 3, 1997 was $74.24 per share.
SEVERANCE ARRANGEMENTS
The Company has implemented severance arrangements in the event of a
termination of employment within two years after a change in control of the
Company. If such termination of employment is by the Company other than for
cause (including actions constituting constructive termination) selected senior
executives, including those executive officers appearing in the Summary
Compensation Table above, who are then current employees would generally become
entitled to receive three times their highest base salary (exclusive of any
incentive compensation). Continuation of benefits would also be provided for
three years. Severance benefits would be reduced if the amount otherwise payable
would be subject to an excise tax under Section 4999 of the Internal Revenue
Code of 1986.
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. through 1995 since it was
acquired by The Sherwin-Williams Company in January 1996, RPM, Inc., The
Sherwin-Williams Company and The Valspar Corporation. All returns assume that
$100 was invested on December 31, 1991 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.
15
<PAGE>
[GRAPHIC OMITTED]
Fiscal Years Ended December 31
Base
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Benjamin Moore & Co. 100 126.82 158.94 145.64 152.99 120.67
S&P 500 Comp 100 107.62 118.46 120.03 165.13 203.05
Peer Group 100 118.41 138.22 138.58 172.10 225.74
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 1997. 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.
MISCELLANEOUS
Shareholder Proposal Date
Any shareholder proposal intended to be presented at the 1998 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 21, 1997 to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1998 Annual Meeting. Any such proposals must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
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
16
<PAGE>
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 1996 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 1996, as filed with the Securities and Exchange
Commission, to any person who, as of the close of business on March 3, 1997,
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 3, 1997.
By Order Of The Board of Directors
John T. Rafferty
Secretary
Dated: March 21, 1997
17
<PAGE>
Benjamin Moore & Co. - Proxy
51 Chestnut Ridge Road, Montvale, NJ 07645
------------------------------------
This Proxy Is Solicited On Behalf of the Board of Directors
18
<PAGE>
The undersigned hereby appoints Benjamin M. Belcher, Jr., Yvan Dupuy and Richard
Roob as proxies to vote all shares of the undersigned at the Annual Meeting of
Shareholders to be held April 17, 1997. 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 3, 1997; (ii) at any adjournment or postponement 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.
1. Election of six (6) Class III Directors and one (1) Class II Director:
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as written below) all nominees listed below
Ward C. Belcher Robert J. Hodgson Richard Roob
Frederick J. Costello John C. Moore, Jr. Maurice C. Workman
Robert H. Mundheim
(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:____________________, 1997
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 3, 1997, at
the Annual Meeting of Shareholders to be held on April 17, 1997 or any
adjournment or postponement 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 III Directors and one (1) Class II Director:
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as written below) all nominees listed below
Ward C. Belcher Robert J. Hodgson Richard Roob
Frederick J. Costello John C. Moore, Jr. Maurice C. Workman
Robert H. Mundheim
(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:_______________________________________, 1997
The signature should agree with the name imprinted
to the left.
