<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
DUPLEX PRODUCTS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DUPLEX PRODUCTS INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/X/ 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: $125.00
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement.: Preliminary Proxy Statement
- --------------------------------------------------------------------------------
(3) Filing Party: Duplex Products Inc.
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(4) Date Filed: December 10, 1993
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- -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
DUPLEX PRODUCTS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 3, 1994
Notice is hereby given that the Annual Meeting of Stockholders of DUPLEX
PRODUCTS INC. will be held in the Northerner Room on the third floor of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Thursday,
March 3, 1994, 10:00 A.M. for the following purposes:
(1) To elect one Class III director;
(2) To ratify the selection by the Board of Directors of the Company's
independent public accountants for the 1994 fiscal year;
(3) To approve the 1993 Incentive Stock Option Plan.
and for the transaction of such other business as may properly come before the
Annual Meeting, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on January 7, 1994, are
entitled to notice of and to vote at this Annual Meeting.
ANDREW N. PETERSON
Secretary
January 21, 1994
YOUR VOTE IS IMPORTANT
We urge you to attend and to participate at the meeting, no matter how many
shares you own. Procedures have been adopted for the business meeting to give
every shareholder an opportunity to comment and ask questions while also
facilitating completion of the business of the meeting in an orderly and timely
fashion.
Even if you do expect to attend the meeting personally, WE URGE YOU TO
PLEASE VOTE, AND THEN SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE
POSTPAID ENVELOPE PROVIDED. If you receive more than one Proxy card because your
shares are registered in different names or at different addresses, please sign
and return each Proxy card so that all of your shares will be represented at the
meeting.
<PAGE> 3
DUPLEX PRODUCTS INC.
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 3, 1994
The accompanying proxy is solicited by the Board of Directors of DUPLEX
PRODUCTS INC., (hereinafter the "Company") for use at the Annual Meeting of
Stockholders (hereinafter the "Annual Meeting" or "1994 Annual Meeting") to be
held on March 3, 1994, and at any adjournment thereof. The Annual Meeting has
been called for the purposes set forth in the Notice of Annual Meeting of
Stockholders attached hereto.
Please sign and return the enclosed proxy. When such proxy is properly
executed and returned, the shares it represents will be voted at the Annual
Meeting in accordance with any directions noted thereon; or to the extent that
directions are not noted thereon, it will be voted (i) for the nominee of Class
III director named therein, (ii) in favor of the ratification of the selection
of Grant Thornton as independent public accountants for fiscal year 1994; and
(iii) in favor of the ratification of approval of the 1993 Incentive Stock
Option Plan. Any stockholder giving a proxy has the power to revoke it at any
time before it is voted by delivering written notice to the Secretary of the
Company at the Company's address listed above, by giving a later dated proxy, or
by personally appearing at the Annual Meeting and requesting revocation.
At the close of business on January 7, 1994, the record date for the
determination of stockholders entitled to vote at the Annual Meeting (the
"Record Date"), there were 7,600,336 shares of the Company's Common Stock
outstanding. Each share is entitled to one vote. The holders of a majority of
the issued and outstanding shares must be present or represented by proxy at the
Annual Meeting in order for it to be held. Directors are elected by a plurality
of votes cast. Ratification of the 1993 Incentive Stock Option Plan and the
selection of Grant Thornton requires a majority of the votes cast.
The Company will use Morrow & Co., Inc. to solicit proxies. Following the
mailing of the proxy statement, directors, officers, and employees of the
Company may solicit proxies in person or by telephone, telegraph, or special
letter, but such persons shall not be specially compensated for such
solicitation. Expenses in connection with the solicitation of proxies, including
a $4,000.00 fee payable to Morrow & Co., Inc. will be borne by the Company.
Arrangements are being made with brokerage houses and other custodians,
nominees, and fiduciaries to send proxy materials to their principals, and the
Company will reimburse them for their expense in doing so.
This proxy statement was first sent or delivered to stockholders on or
about January 21, 1994.
1
<PAGE> 4
ELECTION OF DIRECTORS
The Board of Directors is divided into three Classes with the term of
office of one Class expiring each year. Each Class is elected to a three year
term. The term of the Class III director expires at the 1994 Annual Meeting. The
Board of Directors' nominee for Class III director is Michael J. Birck. Mr.
Birck was elected as a Class III director at the 1991 annual meeting for a three
year term expiring at the 1994 Annual Meeting.
As set forth on the proxy card, a stockholder may vote (a) for the nominee,
or (b) against the nominee (by withholding authority). Unless otherwise directed
on the proxy card, the shares represented by the enclosed proxy will be voted
for the nominee for the Board of Directors.
If, at the time of the 1994 Annual Meeting, a nominee is unable to or
declines to serve, the discretionary authority provided in the proxy will be
exercised to vote for a substitute. The Board of Directors has no reason to
believe that any substitute nominee will be required. Stockholders who wish to
make additional nominations may do so at the Annual Meeting.
The Board of Directors recommends that you vote in favor of its nominee for
director.
BUSINESS AFFILIATIONS AND SECURITIES OWNERSHIP OF NOMINEE FOR
DIRECTOR AND DIRECTORS WHOSE TERMS CONTINUE
The following table discloses the principal occupations and employment
during the past five years, the positions currently held with the Company,
directorships of other publicly held companies currently held, and the other
indicated information concerning directors of each Class, including the nominee
for director who is identified by an asterisk (*).
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON OUTSTANDING
PRINCIPAL OCCUPATION(S), YEAR FIRST STOCK SHARES OF
COMPANY POSITIONS, AND ELECTED BENEFICIALLY COMMON
NAME OTHER DIRECTORSHIPS DIRECTOR AGE OWNED(4) STOCK
- ----------------------- ------------------------------------ ---------- --- ------------ -----------
<S> <C> <C> <C> <C> <C>
John C. Colman......... Private Investor and Consultant; 1978 67 2,000 .03%
(Class I) Director, Orion Capital Corp.;
Director, Premier Industrial
Corp.(2)(3)
George S. Hoban........ Retired Partner, Hinshaw & 1969 79 3,000 .04%
(Class I) Culbertson, the law firm which
serves as General Counsel to the
Company.(1)(2)
John A. Bacon, Jr...... Private Investor; Trustee of Stein 1969 66 1,500(5) .02%
(Class II) Roe Variable Investment Trust.(1)(3)
David J. Eskra......... Chairman of the Board of Directors 1990 52 11,000 .14%
(Class II) of Company; 1992, Private Investor;
1989 to 1991, Chairman, President
and Chief Executive Officer of
Pansophic Systems Incorporated, a
software company.(1)
Benjamin L. McSwiney... President and Chief Executive 1993 43 -- --
(Class I) Officer of the Company; 1991-1992,
President and Chief Executive
Officer of WhiteStar Graphics, a
holding company which owned a
business forms company and a
photocomposition and color
separation company; 1989-1991, Vice
President and General Manager of
Williamhouse Regency, a paper
converting and printing company.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON OUTSTANDING
PRINCIPAL OCCUPATION(S), YEAR FIRST STOCK SHARES OF
COMPANY POSITIONS, AND ELECTED BENEFICIALLY COMMON
NAME OTHER DIRECTORSHIPS DIRECTOR AGE OWNED(4) STOCK
- ----------------------- ------------------------------------ ---------- --- ------------ -----------
<S> <C> <C> <C> <C> <C>
*Michael J. Birck...... President, Chief Executive Officer 1990 55 -- --
(Class III) and a Director of Tellabs, Inc., a
manufacturer of telecommunications
products; Director, USF&G
Corporation.(2)
</TABLE>
- -------------------------
Class I -- Term expires at 1995 Annual Meeting.
Class II -- Term expires at 1996 Annual Meeting.
Class III -- Term expires at 1994 Annual Meeting.
(1) Member of the Compensation Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Finance Committee of the Board of Directors.
(4) Except as otherwise noted, the nature of beneficial ownership for all shares
is sole voting and investment power.
(5) Does not include 600 shares owned by family members as to which beneficial
ownership is disclaimed.
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company has standing Audit, Finance, and Compensation Committees of the
Board of Directors which perform the functions described below. The Board of
Directors had nine meetings during fiscal year 1993. All directors attended at
least seven of the meetings of the Board of Directors.
The Audit Committee consists of Messrs. Colman, Hoban, and Birck. The Audit
Committee reviews the Company's financial reporting process and the
effectiveness of its system of internal controls. It meets with appropriate
Company financial personnel, the internal auditor, and the independent public
accountants in connection with these reviews. The Audit Committee recommends to
the Board of Directors, subject to ratification by the stockholders at the
annual meeting, the appointment of the independent public accountants to serve
as auditors. The internal auditor and the independent public accountants meet
with the Audit Committee and have free access to the Audit Committee at any
time. The Audit Committee also reviews and evaluates the Company's insurance and
risk management programs. The Audit Committee met three times during fiscal year
1993. All Committee members attended all meetings.
The Finance Committee consists of Messrs. Bacon and Colman. The Finance
Committee reviews and evaluates the Company's Employees' Savings and Profit
Sharing Plan and its investment managers, the investment of the Company's cash,
and changes in the Company's capital structure. The Finance Committee met once
during fiscal year 1993.
The Compensation Committee consists of Messrs. Bacon, Eskra, and Hoban. The
Compensation Committee is charged with making recommendations to the Board
relating to the compensation of the Chairman and the President and with
reviewing management decisions relating to compensation of other officers and
key personnel as more fully outlined in the report of the Compensation Committee
appearing elsewhere in this statement. The Compensation Committee met five times
during fiscal year 1993. All Committee members attended all meetings.
3
<PAGE> 6
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation of the three most highly
compensated executive officers of the Company, including the Chief Executive
Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------------------
NAME AND OTHER ANNUAL RESTRICTED NUMBER OF ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY BONUS COMPENSATION(2)(3) STOCK AWARDS OPTIONS COMPENSATION(3)
- ------------------------ ---- ------- ----- ------------------ ------------ --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
David J. Eskra................ 1993 283,055(4) None None None None None
Chairman of the Board 1992 --(4) -- -- -- -- --
Director 1991 --(4) -- -- -- -- --
Benjamin L. McSwiney.......... 1993 23,590(5) None(6) None None 75,000 126(8)
President 1992 --(5) -- -- -- -- --
Chief Executive Officer 1991 --(5) -- -- -- -- --
Director
Andrew N. Peterson............ 1993 111,500 None None None(7) None 885(8)
Vice President, Finance 1992 95,917 None None None None 723(8)
Chief Financial Officer 1991 92,667 7,500 None None None 1,031(8)
Secretary
</TABLE>
- -------------------------
(1) This table includes all executive officers and it identifies principal
positions as of the record date. At the close of fiscal year 1993, Mr. Eskra
and Mr. McSwiney held the following positions: Mr. Eskra -- Chairman of the
Board, Chief Executive Officer and Director; Mr. McSwiney -- President,
Chief Operating Officer and Director.
(2) In accordance with the transitional provisions of the management
compensation disclosure rules of the Securities and Exchange Commission, no
information with respect to Other Annual Compensation and All Other
Compensation for fiscal years 1992 and 1991 has been included.
(3) Prequisites and other personal benefits paid to the named executive officers
aggregated in each case less than the lower of either $50,000 or 10% of the
total annual salary and bonus reported. In accordance with the management
compensation disclosure rules of the Securities and Exchange Commission, no
amounts have been shown for perquisites and other personal benefits for any
executive officer.
(4) Mr. Eskra commenced his employment with the Company on March 4, 1993, and
accordingly no amounts are shown for 1992 and 1991, and the amount shown for
1993 reflects compensation earned for the part of the fiscal year during
which he was employed. Reference should be made to the discussion of Mr.
Eskra's compensation appearing in the report of the Compensation Committee
of the Board of Directors of Company.
(5) Mr. McSwiney commenced his employment with the Company on September 20,
1993, and accordingly no amounts are shown for 1992 and 1991. The amount
shown for 1993 reflects compensation earned for the part of the fiscal year
during which he was employed based upon an annual salary of $200,000.
(6) Mr. McSwiney was granted a bonus of up to 40% of his annual salary to be
earned by the achievement during 1994 of certain performance goals to be
established by the Board of Directors.
(7) On October 30, 1993, Mr. Peterson held 6,612 shares of restricted stock
which had an aggregate market value of $71,079. Dividends on restricted
stock are paid at the same time and in the same amounts as paid on Common
Stock but such amounts are not included in this column. The Company last
paid a Common Stock dividend on October 6, 1992.
(8) This amount includes life insurance premiums paid for the benefit of Mr.
McSwiney in the amount of $126, and the benefit of Mr. Peterson in the
following amounts: 1993, $885; 1992, $723; and 1991, $670. This amount also
includes Company contributions in the amount of $361 to its Employees'
Savings and Profit Sharing Plan for the benefit of Mr. Peterson for the year
ended October 26, 1991. The Company made no contribution to the Employees'
Savings and Profit Sharing Plan during either fiscal year 1992 or 1993.
4
<PAGE> 7
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to stock options
granted to or held by the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
INDIVIDUAL GRANTS OF STOCK PRICE
--------------------------------------------------------- APPRECIATION FOR OPTION
% OF TOTAL OPTIONS TERM(2)
OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5%($18.50) 10%($29.50)
- -------------------------- ------- -------------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
David J. Eskra............ None -- -- -- -- --
Benjamin L. McSwiney...... 75,000(1) 100% $11.38 9/20/03 534,000 1,359,000
Andrew N. Peterson........ None -- -- -- -- --
</TABLE>
- -------------------------
(1) As part of the Mr. McSwiney's employment agreement, the Company granted to
him 75,000 non-qualified stock options (pursuant to the Company's 1984
Incentive Stock Option Plan) at an exercise price equal to the closing
market price of Company stock on September 17, 1993. Options become
exercisable at a rate of 20% of each grant during the first through fifth
anniversary dates of the date of grant.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall stock
market conditions. There can be no assurance that the amounts reflected in
this table will be achieved.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW
OBJECTIVES. The Company's executive compensation program is intended to
attract, retain, motivate, and reward highly qualified executive officers to
achieve the corporation's business objectives.
COMPONENTS OF COMPENSATION. The major components of Duplex's executive
compensation program consist of a formal base salary plan, bonus, and stock
plans. The program also includes participation by executive officers in various
indirect compensation plans and arrangements. These plans and arrangements
include an Employee Savings and Profit Sharing Plan, a supplemental retirement
plan, and medical and dental care plans. Indirect compensation of executive
officers through these plans and arrangements is considered by the Compensation
Committee to be part of the executive officers' total compensation.
COMPENSATION COMMITTEE RESPONSIBILITY. The Compensation Committee is
responsible for the establishment and administration of all significant
compensation programs, including those covering executive officers. Under the
Duplex executive compensation program, the Compensation Committee, with
assistance from Duplex management, reviews, and when appropriate, approves and
recommends to the Board of Directors changes to the components of the executive
compensation program based on their relationship to corporate performance and
the competitive market for attraction and retention of executive personnel. In
administering the program, the Compensation Committee also reviews the
performance of Duplex's executive officers, and their contributions to the
corporation's performance results to determine their compensation levels under
the various components of the program, including base salary, options, and
restricted stock grants.
ACTIVITIES.
MANAGEMENT CHANGES. The objectives of the Company's Executive Compensation
Program and its implementation became the subject of review by the Compensation
Committee during fiscal year 1993. That review is ongoing for the reasons
hereinafter stated. Resignations occurred as follows: January 1993 -- Jack L.
Turk, Senior Vice President of Manufacturing and Operations; April
1993 -- Lucien T. Smith, Chairman of
5
<PAGE> 8
the Board of Directors; May 1993 -- Fred L. Weeks, a director and Corporate
Secretary, and John J. Thuma, Vice President of Manufacturing; October
1993 -- Carl L. Peterson, a director and Chairman of the Board of Directors; and
November 1993 -- Paul J. Trausch, Vice President of National Account Programs.
These events required continuing communication between the remaining directors
and the Compensation Committee.
Upon the resignation of Lucien T. Smith as Chairman of the Board of
Directors, the board elected Carl L. Peterson as Chairman of the Board of
Directors, and, upon the recommendation of Board members, John Bacon, Michael
Birck, John Colman, and George Hoban, David J. Eskra was elected as interim
President and CEO. At the time of his election, Mr. Eskra agreed to serve in
said positions until October 1, 1994, unless his replacement was found sooner.
The negotiations with Mr. Eskra were based upon his immediate availability, his
prior experience as president and chief executive officer of a New York Stock
Exchange company, and his knowledge of the Company resulting from his prior
service on the Board. It was the Board's view that no outside person could be
hired in reasonable time who would have the specific knowledge of the Company to
accomplish in a timely manner the required tasks of leading the organization and
finding his replacement. Mr. Eskra was charged with the responsibility of
evaluating the production and sales organizations of the Company, other
administrative matters, and future plans, and to make the necessary changes with
the concurrence of the Board of Directors.
A search committee of Mr. Eskra and Mr. Colman was formed to locate and
screen, with the help of a consultant, candidates for president to be considered
by the Board. The search committee through its interview process presented two
candidates for the board's consideration. On September 20, 1993, Benjamin L.
McSwiney was elected by the Board of Directors as President, Chief Operating
Officer, and as a director with a term to expire at the 1995 Annual Meeting. On
December 16, 1993, the Board of Directors appointed Mr. McSwiney as the Chief
Executive Officer of the Company.
RELATIONSHIP OF EXECUTIVE COMPENSATION TO CORPORATE PERFORMANCE
SALARY. Duplex's executive officers' salaries are determined in accordance
with the Company's formal base salary plan. This plan provides guidelines for
base salary determinations based on employee position, responsibility, and
external market conditions which include comparisons with prevailing salary
levels of similar positions in other comparable sized companies within the
industry. The program is a performance oriented plan which determines the
executive officer's base salary related to overall company performance goals and
specific individual performance criteria. In reviewing recommended base salary
adjustments, the Compensation Committee considers the guidelines as well as
performance factors, both financial and non-financial, and both objective and
subjective, as deemed appropriate. These factors include comparing Duplex's
performance for the preceding year to both internal performance standards and
its relative financial performance to a peer group of comparably sized companies
in the industry. The Company's salary plan was in large part suspended during
fiscal year 1993 due to the many management changes noted above, and due to the
necessity to retain Mr. Eskra on an interim basis and to implement the changes
necessary to restructure the Company.
COMPENSATION OF EXECUTIVE OFFICERS. Board members, John Bacon, Michael
Birck, John Colman, and George Hoban negotiated the employment contract with Mr.
Eskra, and Mr. Eskra's compensation was set at $2,000 for each day worked,
payable semi-monthly, with a car allowance of $100 for each day worked. Mr.
Eskra did not receive any compensation as a director during the term of his
employment. The compensation of Mr. McSwiney is set forth in the Summary
Compensation Table and in the Options Granted section contained herein. Andrew
N. Peterson's base salary increased during fiscal year 1993 from $106,000 to
$117,000 annually. This increase was not based upon specific performance goals,
but was intended to compensate him for the loss of certain perquisites.
EMPLOYEE BENEFIT PLANS
STOCK OPTIONS. Stock options granted to Duplex executive officers, and the
Option Grants in Last Fiscal Year Table, were granted under the 1984 Incentive
Stock Option Plan. The 1984 Incentive Stock Option Plan
6
<PAGE> 9
provides for the issuance of shares of Duplex Common Stock upon exercise of
stock options granted to a broad range of management level employees of the
Company at prices not less than the fair market value of Duplex Common Stock as
of the grant date. Unless otherwise specified by the Compensation Committee at
the time of grant, all or any portion of the option shares may be exercised at
any time during the period which begins one (1) year from the date of grant and
ending ten (10) years from the date of grant. The Compensation Committee
determines the participants to whom options are granted and the number of shares
for which the options are exercisable. Through the grant of stock options, the
Compensation Committee intends to align the long-term interests of Duplex's
executive officers with those of its shareholders with the intended effect of
further motivating executive officers to enhance shareholder value. During 1993,
the Compensation Committee granted options for 75,000 shares to Mr. McSwiney.
The Compensation Committee has recommended to the Board of Directors a new
Incentive Stock Option Plan which is described below, and which was approved by
the Board of Directors at its December 16, 1993, meeting for submission to the
stockholders for their approval at the Company's Annual Meeting on March 3,
1994.
RESTRICTED STOCK PURCHASE PLAN. The Restricted Stock Purchase Plan is
designed to motivate and promote the interest of Duplex and its shareholders by
providing an incentive for key executives of the Company. The Restricted Stock
Purchase Plan provides for granting to a broad range of management level
employees of the Company the right to purchase Duplex Common Stock at prices to
be determined by the Compensation Committee. All of the shares must be purchased
within 30 days from the date the right is granted. The Compensation Committee
determines the participants to whom the right to purchase restricted stock is
granted and the number of shares granted. Through the grant of restricted stock
purchase rights, the Compensation Committee intends to align the long-term
interests of Duplex's executive officers with those of its shareholders with the
intended effect of further motivating executive officers to enhance shareholder
value. On October 30, 1993, the Company had 178,000 shares of Common Stock
reserved and available for issuance under the Restricted Stock Purchase Plan.
The Restricted Stock Purchase Plan provides that shares are subject to
repurchase rights as determined by the Committee. There were no grants of any
stock this year.
EMPLOYEE'S SAVINGS AND PROFIT SHARING PLAN. The Company's contributions to
its Employees' Savings and Profit Sharing Plan are voluntary and at the
discretion of the Board of Directors. The Profit Sharing Plan provides that any
annual contribution by the Company cannot exceed 15% of earnings before
deducting the contribution and Federal income taxes. Under the provisions of the
Internal Revenue Code, the annual contribution cannot exceed 15% of the
compensation otherwise paid or accrued during the fiscal year to all employees
under the Plan. There was no Company contribution to the Profit Sharing Plan for
the year ending October 30, 1993.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. In 1989, the Company adopted a
Supplemental Executive Retirement Plan ("SERP") in which Mr. Peterson and
certain other employees of the Company are participants. The SERP is intended to
provide participants with retirement benefits to supplement retirement benefits
provided to them under social security, the Employees' Savings and Profit
Sharing and Retirement Plan, and deferred compensation plans (of which there are
no current participants) so that each participating employee can anticipate
receiving a retirement income up to 50% (for service of 30 years or more,
reduced by 1/30 for each year of service less than 30) of his average final
monthly compensation. The amount payable under the SERP is reduced by a Social
Security Offset (the maximum social security benefit payable to the employee)
and by a Profit Sharing Offset (the monthly benefit produced by annuitizing the
amount the participant would receive if he made minimum mandatory contributions
to the "balanced fund" under the Employees' Savings and Profit Sharing Plan).
For the fiscal year ended October 30, 1993, the Company accrued an aggregate of
$140,000 with respect to the SERP. Accruals are not (and cannot readily be)
calculated separately for individuals under the SERP.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving as directors. Directors who are not employees receive
directors' fees of $1,500 per month and $500 for each committee
7
<PAGE> 10
meeting. Fees are payable in cash or deferred for a period of years. Additional
compensation may be paid for services on special projects or reports. The
Company paid total director's fees of $93,500.00 for 1993.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bacon, Mr. Hoban, and Mr. Eskra served on the Compensation Committee
for the past fiscal year. Mr. Eskra participated in no decisions regarding his
own compensation as an executive officer.
Submitted by the Compensation Committee of the Board of Directors.
John A. Bacon, Chairman
George S. Hoban
David J. Eskra
8
<PAGE> 11
PERFORMANCE GRAPH
The following performance graph compares the cumulative total shareholder
return for Duplex Common Stock with the cumulative total return of companies on
the American Stock Exchange Index and on a peer group index.
DUPLEX PRODUCTS INC.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
VS. AMEX INDEX AND PEER GROUP INDICES
<TABLE>
<CAPTION>
AMERICAN
MEASUREMENT PERIOD DUPLEX PROD- STOCK EX-
(FISCAL YEAR COVERED) UCTS INC. PEER GROUP CHANGE
<S> <C> <C> <C>
1988 100 100 100
1989 119.29 120.39 123.80
1990 57.58 89.48 102.91
1991 67.73 113.29 126.18
1992 64.94 104.85 135.48
1993 68.10 137.28 164.75
</TABLE>
The above graph assumes $100 invested on October 28, 1988 in the Company's
common stock, American Stock Exchange Index, and Peer Group Index, and also
assumes dividend reinvestment. The Peer Group Index is composed of the following
companies: American Business Products, Inc., Ennis Business Forms, Inc., Moore
Corporation Limited, New England Business Service, The Reynolds & Reynolds
Company, The Standard Register Company and Wallace Computer Services, Inc.
9
<PAGE> 12
BENEFICIAL OWNERSHIP OF
COMMON STOCK BY CERTAIN PERSONS
The following table sets forth, as of the Record Date, the names and
addresses of all persons known to the Company who may be deemed beneficial
owners of more than five percent of the Common Stock of the Company:
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF OUTSTANDING SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OF COMMON STOCK
--------------------------------------------- -------------------- ------------------
<S> <C> <C>
Brinson Partners............................. 739,900 9.74%
Three First National Plaza
Chicago, IL 60602
Mitchell Hutchins Institutional Investors, 576,700 7.59%
Inc........................................
1285 Avenue of the Americas
New York, NY 10019
Tweedy, Browne Company L.P................... 480,871 6.33%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, NY 10017
Teachers Insurance and Annuity Assn.......... 453,500 5.97%
College Retirement Equities Fund
730 Third Avenue
New York, NY 10017
Lazard Freres................................ 422,100 5.56%
One Rockefeller Plaza
New York, NY 10020
David L. Babson & Co., Inc................... 384,500 5.06%
1 Memorial Drive
Cambridge, MA 02142
</TABLE>
As of the Record Date, the directors and executive officers of the Company
beneficially owned, in the aggregate, the following shares of Common Stock
(which includes 600 shares of Common Stock owned by spouses and other family
members as to which beneficial ownership is disclaimed):
<TABLE>
<CAPTION>
PERCENT OF
NO. OF SHARES OUTSTANDING
BENEFICIALLY OWNED COMMON STOCK
------------------ ------------------
<S> <C>
40,808 .54%
</TABLE>
RATIFICATION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants selected by the Board of Directors and
being recommended to the stockholders for retention during the current year is
the firm of Grant Thornton. A representative of such firm is expected to be
present at the Annual Meeting with an opportunity to make a statement if the
representative desires to do so and to respond to appropriate questions. The
Board of Directors recommends a vote in favor of such ratification.
RATIFICATION AND APPROVAL OF 1993 INCENTIVE STOCK OPTION PLAN
On December 16, 1993, the Board of Directors of the Company adopted,
subject to the approval of the shareholders of the Company (the "Effective
Date"), the 1993 Incentive Stock Option Plan (the "1993 Plan"), a copy of which
is set forth as Appendix A to this Proxy Statement. The purpose of the 1993 Plan
is to
10
<PAGE> 13
enable the Company to secure the benefits of the additional incentive inherent
in ownership of Common Stock by those employees who are important to the success
and growth of the business of the Company.
The 1993 Plan provides for the availability of 500,000 shares of the
Company's Common Stock for issuance to eligible employees. Options may be
granted to any employee of the Company. Employees who are also officers or
directors of the Company shall not, by reason of holding such offices, be
ineligible to receive options. An optionee will have no rights as a stockholder
with respect to any shares covered by his options until the date of issuance of
a stock certificate to him for such shares. During the life of the optionee, the
option is exercisable only by him. A person may exercise an option that has not
expired as a result of passage of time: (i) while in the employ of the Company
or one of its subsidiaries; (ii) during the three months after termination of
employment if the termination is (a) involuntary but not for reasons that
constitute cause or (b) voluntary but with the prior written consent of the
Company; (iii) for one year after termination as a result of disability. After
an option holder's death, an option may be exercised by a decedent's personal
representative, surviving spouse or heirs (if it has not lapsed as a result of
passage of time) during the nine months after his death if the option holder was
able to exercise the option at the time of his death.
The 1993 Plan shall be administered by a Compensation Committee of the
Board of Directors of the Company. The Compensation Committee shall have the
authority to determine the employees to whom options will be granted, the number
of shares that may be purchased under each option, and the option price (except
that the option price of each share of Common Stock purchasable under any stock
option shall not be less than 100% of the fair market value thereof at the time
the option is granted). The Compensation Committee shall interpret and generally
administer the 1993 Plan. Options may be granted under the 1993 Plan at any time
prior to the 10th anniversary of the Effective Date, on which anniversary date
the 1993 Plan will expire, except as to options then outstanding under the 1993
Plan. The 1993 Plan may be amended or terminated at any time by the Board of
Directors without shareholder action, provided that any such amendment is in
compliance with all applicable laws and the rules of the exchanges upon which
the shares of the Company are then listed. Provisions are made in the 1993 Plan
for appropriate adjustments of shares subject to outstanding options in the
event of changes in the Company's outstanding Common Stock by reason of merger,
stock splits, or similar events.
Certain options authorized to be granted under the 1993 Plan are intended
to qualify as "Incentive Stock Options" for federal income tax purposes. Under
federal income tax law in effect as of the date of this proxy statement, an
optionee will recognize no income upon grant or exercise of an Incentive Stock
Option. If an employee exercises an Incentive Stock Option and does not dispose
of any of the shares thereby acquired within two years following the date of
grant and within one year following the date of exercise, capital gain or loss
will be realized upon the subsequent disposition of the shares. If an employee
disposes of shares acquired upon exercise of an Incentive Stock Option before
the expiration of either the one-year holding period or the two-year holding
periods specified in the foregoing sentence (a "disqualifying disposition"), the
employee will realize ordinary income in an amount equal to the lesser of (i)
the excess of the fair market value of the shares on the date of exercise over
the option price or (ii) the excess of the fair market value of the shares on
the date of disposition over the option price. Any additional gain realized upon
the disqualifying disposition will constitute capital gain. The Company will not
be allowed any deduction for federal income tax purposes at either the time of
grant or the time of exercise of an Incentive Stock Option. Upon any
disqualifying disposition by an employee, the Company will be entitled to a
deduction to the extent the employee realizes ordinary income.
Certain options authorized to be granted under the Plan will be treated as
non-qualified stock options for federal income tax purposes. Under federal
income tax law in effect as of the date of this proxy statement, no income is
realized by the grantee of a non-qualified stock option until the option is
exercised. At the time of exercise of a non-qualified stock option, the optionee
will realize the income, and the Company will be entitled to a deduction, in the
amount by which the fair market value of the shares subject to the option at the
time of exercise exceeds the exercise price. The Company's deduction is
conditioned upon the Company withholding income taxes on such income. Upon the
sale of shares acquired upon exercise of a non-qualified stock option, the
employee will realize capital gain or loss equal to the difference between the
amount realized from the sale and the fair market value of the shares on the
date of exercise. The exercise of an Incentive Stock Option will
11
<PAGE> 14
give rise to an alternative minimum tax adjustment to the employee in an amount
equal to the excess of the then fair market value of the shares over the option
price.
As of the date of this proxy statement, the Compensation Committee intends
to grant awards under the Plan. However, the number and type of awards to be
granted under the Plan and identity of any particular employee to whom options
are to be granted cannot be determined as of this date. Please refer to
information set forth under "Executive Compensation" as to all compensation
plans in effect as of the date of this proxy statement or in effect during the
last three fiscal years with respect to executive officers and other employees.
On October 30, 1993, the closing price of the Common Stock as reported on the
composite tape of the American Stock Exchange was $10.75 per share.
The 1993 Plan must be approved by the affirmative vote of the holders of a
majority of the shares cast in order to be adopted.
The Board of Directors recommends that the stockholders vote FOR the
approval of the 1993 Plan, and the proxy will be so voted unless you specify
otherwise.
STOCKHOLDER PROPOSALS
Stockholders who intend to present a proposal for action at the 1995 annual
meeting of Stockholders must submit to the Company said proposal in writing no
later than October 29, 1994, for such proposal to be considered for inclusion in
the Proxy Statement of the Company's Board of Directors for that meeting.
REPORTING OF SECURITIES TRANSACTIONS
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers and directors and persons who own more than 10% of
the Company's stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission and with the exchange on which the Company's
shares of common stock are traded. Such persons are also required to furnish the
Company with copies of all Section 16(a) reports they file. Based solely on the
Company's review of the copies of such forms furnished to the Company, the
Company is not aware that any of its directors and executive officers or 10%
shareholders failed to comply with the filing requirements of Section 16(a)
during the period commencing November 1, 1992, through October 30, 1993.
OTHER BUSINESS
The Board of Directors is not aware of any business to be presented at the
Annual Meeting other than that described herein. If other matters properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote such proxies in accordance with their judgment upon such
matters.
ANDREW N. PETERSON
Secretary
January 21, 1994
EXECUTION OF THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WILL BE GREATLY
APPRECIATED. RETURN THE SIGNED PROXY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT EXECUTED PROXIES BE
RETURNED REGARDLESS OF THE NUMBER OF SHARES OWNED.
12
<PAGE> 15
APPENDIX A
DUPLEX PRODUCTS INC.
1993 INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this 1993 Incentive Stock Option Plan (the "Plan") is to
promote the interest of DUPLEX PRODUCTS INC., a Delaware Corporation (the
"Company"), and its shareholders by providing key employees of the Company and
its subsidiaries with opportunities to acquire a proprietary interest in the
Company, and thereby participate in the growth of the Company generated by their
efforts. In addition, the opportunity to acquire a proprietary interest in the
Company will aid in attracting and retaining key personnel of outstanding
ability.
2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (herein called the "Committee"). The Committee is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to determine the form and content of options
to be issued under the Plan, to permit or require the acceleration of the
exercise of such options, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan.
3. SHARES SUBJECT TO THE PLAN.
The aggregate number of shares of Common Stock (the "Common Stock") of the
Company (the "Shares") subject to options (the "Options") which may be granted
under the Plan shall not exceed 500,000 Shares. Options granted under this Plan
will be either Incentive Stock Options ("ISOs") or Non-Qualified Stock Options
("NQSOs"). If any Option granted under this Plan lapses or terminates for any
reason before being completely exercised, the Shares covered by the unexercised
portion of such Option may again be made subject to Options granted under the
Plan. Shares issued upon the exercise of Options granted under the Plan may be
Shares of authorized but previously unissued Shares or Shares held by the
Company as treasury Shares. Shares of Common Stock of the Company, of the par
value of $1.00 per share, shall be delivered, unless Section 11 shall be
applicable.
4. ELIGIBLE EMPLOYEES.
Options may be granted under the Plan to any key employee of the Company,
or of a parent or any subsidiary thereof ("Optionee"), including any employee
who is an officer or director of the Company, or of a parent or a subsidiary
thereof.
5. GRANTING OF OPTIONS.
Subject to the terms and conditions of the Plan, the Committee may, from
time to time and as of any date or dates prior to December 16, 2003, as shall be
specified by the Committee, grant to eligible employees as the Committee may
determine, Options to purchase such number of Shares on such terms and
conditions as the Committee may determine. More than one (l) Option may be
granted to the same employee on each date that Options are granted to employees.
6. OPTION PRICE.
The purchase price of each Share subject to an Option shall be fixed by the
Committee, but shall not be less than 100% of the fair market value of a Share
at the time the Option is granted and shall not be less than the par value
thereof. Unless otherwise determined by the Committee, the fair market value of
a Share shall be the closing market price of the Shares on the composite index
of the American Stock Exchange
A-1
<PAGE> 16
("AMEX") as reported in the Wall Street Journal on the day preceding the date
the Option is granted, or, if no market price can be so determined on such day,
on the last preceding day on which the Shares were traded on the AMEX, or on
such other exchange or price listing system where the Shares may then be traded.
7. OPTION PERIOD.
Each Option granted under the Plan shall expire and terminate in all
aspects ten (10) years after the date the Option is granted, or on such date
prior thereto as the Committee shall specify at the time of grant. No Option
shall permit the purchase of any Shares thereunder during the first year after
the date the Option is granted, except in cases of retirement or involuntary
termination of employment, such as death or permanent disability, and in such
cases the Committee, in the exercise of its sole and exclusive discretion, may
permit an Option to be exercised during the first year after the date the Option
is granted.
The Committee may specify in each Option grant the number of Shares, or the
fraction of the total number of Shares optioned, as to which the Option may be
exercised after the first anniversary of the date of grant, or from time to time
thereafter until the Option is exercised as to all Shares. Unless otherwise
specified by the Committee at the time of grant, the Optionee shall have the
right to elect to exercise the Option as to all or any portion of the Shares
granted in any Option under this Plan at any time during the period which begins
one (l) year from the date of grant of the Option and ending ten (10) years
following such date.
To the extent that the aggregate fair market value of the Shares with
respect to which the Options, and any other options granted after December 31,
1986, are exercisable for the first time by the Optionee during any calendar
year exceeds $100,000.00 (valued as of the date the Options were granted), such
Options shall be treated as Options which are not Incentive Stock Options.
The right to exercise ISOs shall be governed by applicable provisions of
Section 422 of the Internal Revenue Code (the "Code") and the regulations and
rulings promulgated thereunder with respect to matters not governed by rules set
forth herein or by the Committee.
8. TRANSFERABILITY AND TERMINATION OF OPTIONS.
Unless otherwise provided herein, or if the rules of the Committee
otherwise provide, during the lifetime of an employee to whom an Option is
granted, only such employee may exercise the Option, and only while such person
is an employee of the Company, or of a parent or subsidiary thereof, and only if
he or she has been continuously so employed since the date the Option was
granted.
An Option may be exercised following an Optionee's death or termination of
employment subject to rules established from time to time by the Committee. In
no event shall any Option be exercisable at any time after its expiration date.
When an Option is no longer exercisable it shall be deemed to have lapsed or
terminated.
9. EXERCISE OF OPTIONS.
A person entitled to exercise an Option may, subject to its terms and
conditions, and the terms and conditions of the Plan, exercise it by delivery of
written notice of exercise to the Company at its principal office in Sycamore,
Illinois, specifying the number of Shares with respect to which the Option is
being exercised, accompanied by payment in full of the purchase price of any
Shares to be purchased. Such payment may be in the form of cash or Shares of the
Company having an equivalent cash value at the time of exercise, or a
combination of cash and such Shares. No Shares shall be issued unless their
issuance complies with all applicable Federal and State laws and unless required
payment therefor has been made. The granting of an Option shall give such person
no rights as a shareholder, except as to Shares actually issued.
Whenever the Company proposes or is required to issue or transfer Shares
under the Plan, the Company shall have the right to require the grantee to remit
to the Company an amount sufficient to satisfy any Federal, State, and/or local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares. Alternatively, the Company may issue or transfer
such Shares of Common Stock net of the number of Shares sufficient to satisfy
the withholding tax requirements. For withholding tax purposes, the Shares shall
be valued on the date the withholding obligation is incurred.
A-2
<PAGE> 17
10. TERMINATION OF EMPLOYMENT OR DEATH OF HOLDER.
In the event of the termination of the employment of an employee, including
retirement pursuant to Company policy or disability, other than (a) termination
of employment that is either (i) for cause, or (ii) voluntary on the part of the
employee and without the prior written consent of the Company, or (b) a
termination by reason of death, said employee may (unless otherwise provided in
the Option Agreement) exercise his Option at any time within three (3) months
after such termination of employment, but in no event after the expiration of
the term of the Option, to the extent of the number of Shares covered by his
Option which were purchasable by him at the date of the termination of his
employment; provided, however, that in the case of such an employee who becomes
disabled within the meaning of Section 22(e)(3) of the Code, such three (3)
month period shall be extended to one (l) year. In the event of the termination
of employment of an employee that is either (i) for cause, or (ii) voluntary on
the part of an employee and without the prior written consent of the Company,
any Option held by him under the Plan, to the extent not theretofore exercised
by him, shall terminate in all respects, unless otherwise provided for in the
Option Agreement.
If an employee shall die (i) while he is employed by the Company, or a
parent or a subsidiary thereof, (ii) within three (3) months after the
termination of his employment other than by reason of disability within the
meaning of Section 22(e)(3) of the Code or (iii) within one (l) year after the
termination of employment by reason of such disability, such Option (unless it
shall have previously terminated pursuant to the provisions of this Section 10)
may be exercised by the employee's personal representative, surviving spouse or
legal heirs, in that order, at any time within a period of nine (9) months after
his death, but in no event after the expiration of the term of the Option, (a)
if death occurs while he is employed by the Company, or a parent or a subsidiary
thereof, to the extent of the remaining Shares covered by this Option, whether
or not such Shares have become purchasable by such holder at the date of his
death, or (b) if death occurs within such three (3) month or one (l) year
period, to the extent of the number of Shares purchasable by such holder
pursuant to the provisions of this Section 10 at the date of his death.
11. CHANGES IN CAPITALIZATION AND SIMILAR CHANGES.
In the event of any change in the outstanding Shares by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination,
exchange of Shares or other similar corporate change, the aggregate number and
class of Shares as to which Options may be granted under the Plan and the terms
of any outstanding Options shall be equitably adjusted by the Committee;
provided, however, that in no event shall the Option price for a Share be
adjusted below the par value of such Share, nor shall any fraction of a Share be
issued.
12. WRITTEN AGREEMENTS.
All Options granted under the Plan shall be evidenced by written agreements
in such form or forms as the Committee may from time to time determine.
13. AMENDMENT AND DISCONTINUANCE OF PLAN.
The Board may at any time amend, suspend or discontinue the Plan, provided,
however, that no amendment by the Board shall, without further approval of the
Shareholders of the Company (except as provided in Section 11 hereof) increase
the total number of Shares of the Company which may be made subject to Options
granted under the Plan, change the minimum purchase price, increase the maximum
period during which Options may be exercised, extend the term of the Plan beyond
the date which is ten (10) years after adoption by the Board of Directors. No
amendment of the Plan shall, without the consent of the Optionee, alter or
impair any Option previously granted under the Plan.
14. EFFECTIVE DATE AND SHAREHOLDER APPROVAL.
The Plan shall become effective on December 16, 1993, subject to approval
and ratification of the Plan, at an annual meeting of the shareholders of the
Company to be held on March 3, 1994, by the affirmative vote of the holders of a
majority of the outstanding Shares of the Company voted at a properly convened
meeting at which a quorum shall be present and act with respect to the Plan.
A-3
<PAGE> 18
DUPLEX PRODUCTS INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
The undersigned hereby appoints David J. Eskra and Andrew N. Peterson proxies
of the undersigned, with several powers of substitution, to vote all shares
votable by the undersigned at the annual meeting of the stockholders of DUPLEX
PRODUCTS INC. to be held in the NORTHERNER ROOM ON THE THIRD FLOOR OF THE
NORTHERN TRUST COMPANY, 50 SOUTH LASALLE STREET, CHICAGO, ILLINOIS on March 3,
1994, at 10:00 A.M., or any adjournment thereof, on the matters proposed by
management described below and on such other business as may properly come
before the meeting. The proxies are instructed to vote as follows:
WHEN THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEE
LISTED IN 1 AND FOR PROPOSALS 2 AND 3.
A majority of said proxies or their substitutes present at the meeting or any
adjournment thereof (or if only one be present, then that one) shall have and
may exercise all the powers of all said proxies hereunder.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
_______________________________________________________________________________
DUPLEX PRODUCTS INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<TABLE>
<CAPTION>
<S> <C> <C> <C>
________
| | FOR the nominee
| | listed below (exept WITHHOLD AUTHORITY
________ as marked to the to vote for the nominee
1. ELECTION OF DIRECTOR contrary below) listed below 3. PROPOSAL TO APPROVE 1993 For Against Abstain
INCENTIVE STOCK OPTION PLAN. / / / / / /
(INSTRUCTION: To withhold
authority to vote for the
nominee, cross out the
nominee's name below:)
Michael J. Birck / / / /
2. PROPOSAL TO APPROVE THE
SELECTION OF GRANT THORNTON For Against Abstain
as the independent public / / / / / /
accountants of the Company.
Please sign exactly as your name appears below. When shares
are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
___________________________________________________________
Signature
___________________________________________________________
Signature (if held jointly)
DATED: ______________________________________________, 1994
Please mark, sign, date and return the Proxy Card promptly
using the enclosed envelope.
</TABLE>
