<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DUPLEX PRODUCTS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DUPLEX PRODUCTS INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
DUPLEX PRODUCTS INC.
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 2, 1995
To the Shareholders:
Notice is hereby given that the 1995 Annual Meeting of Shareholders of
DUPLEX PRODUCTS INC. will be held in the Assembly Room on the sixth floor of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Thursday,
March 2, 1995 at 10:00 a.m., CST, for the following purposes:
(1) To elect two Class I directors;
(2) To ratify the Board of Directors' selection of the Company's
independent auditors for fiscal year 1995; and
(3) To transact such other business as may properly come before the meeting
and any adjournment.
Shareholders of record at the close of business on January 6, 1995 are
entitled to notice of and to vote at the meeting and any adjournment.
You are urged to attend and participate in the meeting, no matter how many
shares you own. Meeting procedures allow every shareholder an opportunity to
comment and ask questions, while at the same time facilitating completion of the
business of the meeting in an orderly and timely fashion.
It is important that your shares be voted. Whether or not you expect to
attend the meeting, you are urged to complete, sign, and date the accompanying
proxy card and to return it promptly to the Company in the enclosed envelope. If
your shares are registered in different names or at different addresses, you
will receive more than one proxy card. You should return each proxy card so that
all of your shares are voted.
ANDREW A. CAMPBELL
Secretary
January 25, 1995
<PAGE> 3
DUPLEX PRODUCTS INC.
1947 BETHANY ROAD
SYCAMORE, IL 60178
PROXY STATEMENT
FOR
1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 2, 1995
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of DUPLEX PRODUCTS INC. (hereinafter the
"Company") for use at the 1995 Annual Meeting of Shareholders (hereinafter the
"Annual Meeting") to be held on March 2, 1995, and at any adjournment thereof.
The Annual Meeting has been called for the purposes set forth in the Notice of
1995 Annual Meeting of Shareholders attached hereto.
Please complete, 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 nominees for
Class I directors named therein and (ii) in favor of the ratification of the
selection of Grant Thornton LLP as independent auditors for fiscal year 1995.
Any shareholder 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 6, 1995, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, there were
7,543,278 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 in order for the Annual Meeting
to be held. Directors are elected by a plurality of votes cast. The selection of
Grant Thornton LLP 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 related to the solicitation of proxies, including a
$3,000 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 beneficial owners, and
related expenses will be reimbursed by the Company.
This proxy statement was first sent or delivered to shareholders on or
about January 25, 1995.
1
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of January 6, 1995, the names and
addresses of persons known to the Company to be beneficial owners of more than
five percent of the Company's common stock.
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
----------------------------------------
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
---------------------------------------------- ------------------ ------------------
<S> <C> <C>
Brinson Partners.............................. 747,800 9.91%
Three First National Plaza
Chicago, IL 60602
Tweedy, Browne Company L.P.................... 637,796 8.46%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, NY 10017
David L. Babson & Co., Inc. .................. 581,200 7.70%
1 Memorial Drive
Cambridge, MA 02142
Mitchell Hutchins Institutional Investors, 576,700 7.65%
Inc. .......................................
1285 Avenue of the Americas
New York, NY 10019
College Retirement Equities Fund.............. 453,500 6.01%
730 Third Avenue
New York, NY 10017
</TABLE>
The following table lists, as of January 6, 1995, the Company's common
stock owned by each director, each of the three most highly compensated
executive officers, and all directors and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
-------------------------------------------------------
NUMBER OF SHARES
----------------------------------------
OBTAINABLE PERCENT OF
DIRECTLY THROUGH STOCK OUTSTANDING
NAME/GROUP OWNED OPTION EXERCISE TOTAL SHARES
- ------------------------------------------------ -------- ---------------- ------ -----------
<S> <C> <C> <C> <C>
John A. Bacon, Jr............................... 1,500(1) -- 1,500 0.02%
Michael J. Birck................................ -- -- -- --
David J. Eskra.................................. 11,000 -- 11,000 0.15%
George S. Hoban................................. 2,000 -- 2,000 0.03%
Ben L. McSwiney................................. -- 15,000 15,000 0.20%
Andrew N. Peterson.............................. -- -- -- --
W. Robert Reum.................................. -- -- -- --
All Directors and Executive Officers as a
group......................................... 14,500 15,000 29,500 0.39%
</TABLE>
- -------------------------
(1) Excludes 600 shares owned by family members for which beneficial ownership
is disclaimed.
2
<PAGE> 5
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 for a three year
term. The term of Class I directors expires at the 1995 Annual Meeting. The
Board of Directors' nominees for Class I directors are Ben L. McSwiney and W.
Robert Reum. Mr. McSwiney was elected as a Class I director at the 1994 annual
meeting for a one year term expiring at the 1995 Annual Meeting. Mr. Reum was
appointed by the Board of Directors on September 14, 1994 (to fill the vacancy
created by the resignation of John C. Colman) as a Class I director for a term
expiring at the 1995 Annual Meeting. George S. Hoban, who was elected as a Class
I director at the 1992 annual meeting for a three year term expiring at the 1995
Annual Meeting, has decided not to stand for re-election because of his age. Mr.
Hoban is 80 years of age and has served the Company as a director since 1969.
As set forth on the proxy card, a shareholder may vote (1) for the nominees
or (2) against the nominees (by withholding authority). Unless otherwise
directed on the proxy card, the shares represented by the enclosed proxy will be
voted for the nominees of the Board of Directors.
If, at the time of the 1995 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. Shareholders 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 nominees.
NOMINEES AND DIRECTORS
The following table sets forth information on the business affiliations of
(1) the nominees for election as directors at the 1995 Annual Meeting (Class I)
and (2) the incumbent directors whose terms will expire at either the 1996
annual meeting (Class II) or the 1997 annual meeting (Class III).
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS, BOARD
COMPANY POSITIONS, AND DIRECTOR COMMITTEE
NAME AND AGE OTHER DIRECTORSHIPS SINCE MEMBERSHIP
- --------------------------- ----------------------------------------------- -------- -------------
<S> <C> <C> <C>
Ben L. McSwiney (44)....... President and Chief Executive Officer of the 1993 --
(Class I) Company; 1993, Chief Operating Officer of the
Company; 1991-1993, President and Chief
Executive Officer of WhiteStar Graphics, a
holding company with operations in business
forms, photocomposition, and color separation;
1989-1991, Vice President and General Manager
of Williamhouse Regency, a paper converting and
printing company.
W. Robert Reum (52)........ Chairman of the Board, President, and Chief 1994 --
(Class I) Executive Officer of The Interlake Corporation;
1989-1991, President and Chief Operating
Officer of The Interlake Corporation, a
multinational manufacturer of special
materials, aerospace components, and handling
and packaging equipment and materials;
Director, Amsted Industries.
David J. Eskra (53)........ Private Investor; 1994, Chairman of the Board 1990 Compensation
(Class II) of the Company; 1993-1994, Chairman of the
Board and Chief Executive Officer of the
Company; 1992, Private Investor; 1989-1991,
Chairman of the Board, President, and Chief
Executive Officer of Pansophic Systems
Incorporated, a computer software company.
John A. Bacon, Jr. (67).... Private Investor; Trustee of Stein Roe Variable 1969 Compensation,
(Class II) Investment Trust; Trustee of Keystone Variable Audit, and
Investment Trust. Finance
Michael J. Birck (56)...... President, Chief Executive Officer, and 1990 Audit
(Class III) Director of Tellabs, Inc., a manufacturer of
telecommunications products; Director, USF&G
Corporation.
</TABLE>
3
<PAGE> 6
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors had ten meetings during fiscal year 1994. Each
director attended at least nine of these meetings. The Company has standing
Audit, Compensation, and Finance Committees of the Board of Directors which
perform the functions described below.
The Audit Committee consists of Messrs. Bacon, Birck, and Hoban. This
Committee reviews the Company's financial reporting procedures and the
effectiveness of its system of internal controls. It meets with appropriate
Company financial personnel, including the Director of Internal Audit, and the
independent auditors in connection with these reviews. The Audit Committee
recommends to the Board of Directors, subject to ratification by the
shareholders at the Annual Meeting, the appointment of independent auditors. The
Audit Committee also reviews and evaluates the Company's insurance and risk
management programs. The Audit Committee met three times during fiscal year
1994. All Committee members attended each of these meetings.
The Compensation Committee consists of Messrs. Bacon, Eskra, and Hoban. The
Compensation Committee is responsible for making recommendations to the Board of
Directors relating to the compensation of the Chairman and the President and
with reviewing management decisions regarding compensation of other officers and
key personnel, as more fully outlined in the report of the Compensation
Committee on page 6. The Compensation Committee met three times during fiscal
year 1994. All Committee members attended each of these meetings.
The Finance Committee consisted 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 twice
during fiscal year 1994, and both Committee members attended both meetings.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving as directors. Non-employee directors receive fees of
$1,500 per month and $500 for each Board committee meeting attended. Fees are
payable in cash or can be deferred. Additional compensation may be paid for
services provided by directors on special projects. Directors' fees totaled
$98,000 for fiscal year 1994. Non-employee directors are also paid travel
expenses incurred in connection with attending Board meetings.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the compensation of the three most highly
compensated executive officers of the Company.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
NAME AND FISCAL -------------------- NUMBER OF ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY BONUS STOCK OPTIONS COMPENSATION
- ------------------------ ---- -------- ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
David J. Eskra.......................... 1994 $297,250(2) None None None
Chairman of the Board 1993 283,055(2) None None None
1992 --(2) -- -- --
Benjamin L. McSwiney.................... 1994 224,500(3) None None $ 1,642(4)
President and Chief 1993 23,590(3) None 75,000 126(4)
Executive Officer 1992 --(3) -- -- --
Andrew N. Peterson...................... 1994 130,921(5) None None 13,029(6)
Vice President, Finance, 1993 111,500 None None 885(4)
Chief Financial Officer, and Secretary 1992 95,917 None None 723(4)
</TABLE>
- -------------------------
(1) This table includes all executive officers who served during fiscal year
1994. Mr. Eskra served as Chairman of the Board until May 2, 1994. Mr.
Peterson left the Company on September 30, 1994.
(2) Mr. Eskra commenced his employment with the Company on March 4, 1993.
Accordingly, no amount is shown for fiscal year 1992, and the amount shown
for fiscal year 1993 reflects compensation earned for the part of the year
during which he was employed. Mr. Eskra's fiscal year 1994 compensation is
discussed in detail in the report of the Compensation Committee.
(3) Mr. McSwiney commenced his employment with the Company on September 20,
1993. Consequently, no compensation is shown for fiscal year 1992. The
amount shown for fiscal year 1993 reflects compensation earned for the part
of the year during which he was employed at an annual salary of $200,000.
Mr. McSwiney's compensation is discussed in the report of the Compensation
Committee.
(4) This amount represents life insurance premiums.
(5) Inasmuch as Mr. Peterson left the Company on September 30, 1994, the amount
shown represents compensation earned for the part of fiscal year 1994 during
which he was employed.
(6) This figure includes (a) amounts ($12,242) paid under Mr. Peterson's
severance agreement, which is discussed in detail under Employment and
Termination Arrangements on page 6 and (b) life insurance premiums ($787).
STOCK OPTIONS
The following table provides information with respect to outstanding stock
options held by the named executive officers as of the end of fiscal year 1994.
At that date, the exercise price of all of these options was higher than the
closing price of the Company's common stock, and thus none of the options were
"in-the-money."
<TABLE>
<CAPTION>
OUTSTANDING STOCK OPTIONS AT
FISCAL YEAR-END 1994
------------------------------
NAME EXERCISABLE NOT EXERCISABLE
- -------------------------------------------------------------------- ----------- ---------------
<S> <C> <C>
David J. Eskra...................................................... None None
Ben L. McSwiney..................................................... 15,000 60,000
Andrew N. Peterson.................................................. None None
</TABLE>
During fiscal year 1994, stock options were not granted to or exercised by
any of the named executive officers.
5
<PAGE> 8
EMPLOYMENT AND TERMINATION ARRANGEMENTS
During fiscal year 1994, Mr. Eskra served as Chairman of the Board and
Chief Executive Officer until December 16, 1993 and from that date until May 2,
1994 as Chairman of the Board. Mr. Eskra's employment agreement provided for
compensation of $2,000 and a car allowance of $100 for each day worked. In
accordance with Company policy, Mr. Eskra did not receive any compensation as a
director during the term of his employment.
Mr. McSwiney has no employment agreement with the Company.
Mr. Peterson's departure from the Company on September 30, 1994 was
governed by a termination agreement. This agreement provided for Mr. Peterson to
receive an amount equal to one year's salary ($146,900) in twenty-four
semi-monthly installments ending on September 30, 1995. The agreement also
called for the Company to purchase from Mr. Peterson (1) 10,001 shares of common
stock previously issued under the Company's Restricted Stock Purchase Plan at a
price of $15.24 per share and (2) 5,099 shares of restricted stock granted under
the Plan at a per-share price of $1.22 for 2,475 shares and $1.49 for 2,624
shares. Purchase prices for these shares were established in restricted stock
agreements between Mr. Peterson and the Company at the time the agreements were
entered into. Upon his separation from the Company, Mr. Peterson entered into a
Covenant Not To Compete and Confidential Information Agreement.
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 Company's business objectives.
COMPONENTS OF COMPENSATION. The major components of the Company's executive
compensation program consist of the following: base salary payments, incentive
bonuses, and stock options. 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 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
Company's executive compensation program, the Compensation Committee, with
assistance from Company management, reviews, and, when appropriate, approves and
recommends to the Board of Directors changes in the components of the executive
compensation program based on their relationship to corporate performance and
the competitive market for attracting and retaining executive personnel. In
administering the program, the Compensation Committee also reviews the
performance of the Company's executive officers and their contributions to the
Company's results to determine their compensation levels under the various
components of the program.
RELATIONSHIP OF EXECUTIVE COMPENSATION TO CORPORATE PERFORMANCE
BASE SALARY. Executive officers' salaries are determined in accordance with
the Company's base Salary Plan. This Plan provides guidelines for base salary
determinations reflecting the nature of employees' positions and
responsibilities as well as external market conditions, which include
consideration of prevailing salary levels for similar positions in other
comparable sized companies within the business forms industry. The Plan is
performance oriented, linking individual executive officers' base salaries to
overall Company performance goals and specific individual performance criteria.
In reviewing recommended base salary adjustments, the Compensation Committee
considers Salary Plan guidelines as well as objective and subjective performance
factors of a financial and non-financial nature, as deemed appropriate. These
factors include comparison of the Company's performance for the preceding year
with both internal expectations and results achieved by a peer group of
comparably sized companies.
6
<PAGE> 9
BONUS PLAN. The Company's Bonus Plan was established to provide incentive
opportunities to executive officers and other key employees designated by the
Committee. Bonus opportunities are based on the Company achieving explicit
earnings goals. For fiscal year 1994, the Plan provided for specified cash
bonuses to be paid to designated participants if the Company recorded earnings
before interest and taxes (EBIT) of $3.5 million. The 1994 Plan also provided
that higher bonus payments would be made if EBIT of $4.5 million were recorded,
while no bonuses would be paid if EBIT were less than $3.5 million. Bonus
amounts established for participants were based on individuals' annual base
salaries. Potential awards ranged from $13,000 to $80,000. For fiscal year 1994,
neither Mr. McSwiney nor Mr. Peterson earned bonuses, and Mr. Eskra did not
participate in the Plan.
STOCK OPTIONS. The 1993 Incentive Stock Option Plan, which was approved by
shareholders at the 1994 Annual Meeting, provides for the issuance of shares of
the Company's common stock upon the exercise of stock options granted to a broad
range of management level employees at prices not less than the market value of
the stock as of the grant date. Unless otherwise specified by the Compensation
Committee at the time of grant, all or any portion of the stock options may be
exercised at any time during the period commencing one year from the date of
grant and ending ten years from the date of grant. The Compensation Committee
determines the participants to whom options are granted and the number of shares
for which options are exercisable. This Plan is designed to provide additional
incentives to those employees who are important to the success and growth of the
Company's business. In fiscal year 1994, stock options were not granted to Mr.
McSwiney or Mr. Peterson, and Mr. Eskra did not participate in the Plan.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN. The Company's contributions to
its Employees' Savings and Profit Sharing Plan are at the discretion of the
Board of Directors. Under this Plan, annual Company contributions cannot exceed
15% of earnings before such contributions and federal income taxes. In addition,
Internal Revenue Code provisions require that annual contributions by the
Company cannot exceed 15% of employees' annual compensation otherwise paid or
accrued. Company contributions were not made to the Plan for fiscal year 1994.
COMPENSATION OF CHIEF EXECUTIVE OFFICERS
Mr. Eskra's compensation for fiscal year 1994 was (1) for services rendered
as Chairman of the Board and Chief Executive Officer and (2) pursuant to the
terms of his eighteen-month employment agreement which provided for minimum
total compensation.
Mr. McSwiney's salary, bonus, and stock option grants follow the policies
set forth above. In reviewing the base salary of Mr. McSwiney for fiscal year
1994, the Compensation Committee considered the CEO compensation of competitors
in the business forms industry, the size of and relative performance of the
Company compared with its competitors, fiscal year 1994 objectives for Mr.
McSwiney, and the relative success in increasing shareholder value. Mr.
McSwiney's base salary was maintained at the low end of the range of
competitors' CEO salaries given the above criteria. If performance objectives
had been met, the incentive bonus would have been a significant component of
total compensation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Eskra did not participate in Compensation Committee decisions regarding
his compensation as an executive officer.
Submitted by the Compensation Committee of the Board of Directors.
John A. Bacon, Jr., Chairman
David J. Eskra
George S. Hoban
7
<PAGE> 10
FIVE-YEAR PERFORMANCE GRAPH: 1989-1994
A comparison of five-year cumulative total return among Duplex Common
Stock, the American Stock Exchange index, and a peer group index is shown in the
following graph.
The annual changes depicted in the graph for the 1989-1994 period are based
on the assumption that $100 had been invested in Duplex common stock and each
index on October 27, 1989, and that all quarterly dividends were reinvested.
<TABLE>
<CAPTION>
Measurement Period Duplex Prod- Peer Group
(Fiscal Year Covered) ucts Inc. Index (a) AMEX Index
<S> <C> <C> <C>
1989 100 100 100
1990 48 73 93
1991 57 98 106
1992 55 92 105
1993 58 122 130
1994 51 129 128
</TABLE>
(a) Composed of the following companies: American Business Products, Inc., Ennis
Business Forms, Inc., Moore Corporation Limited, New England Business
Service, Inc., The Reynolds and Reynolds Company, The Standard Register
Company, and Wallace Computer Services, Inc.
8
<PAGE> 11
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The independent auditors selected by the Board of Directors and being
recommended to the shareholders for retention during fiscal year 1995 is the
firm of Grant Thornton LLP. Representatives of this firm are expected to be
present at the Annual Meeting. These representatives will have an opportunity to
make a statement if they desire to do so and will be available to respond to
shareholder questions.
The Board of Directors recommends a vote in favor of such ratification.
OTHER MATTERS
SHAREHOLDER PROPOSALS FOR 1996
Under the rules of the Securities and Exchange Commission, shareholder
proposals submitted for inclusion in next year's Proxy Statement must be
received by the Company no later than October 28, 1995.
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 the American Stock Exchange. Such persons
are also required to furnish the Company with copies of all Section 16(a)
reports they file. Based solely on the review of such filings provided to the
Company, the Company is not aware of any failure during fiscal year 1994 by its
executive officers or directors or 10% shareholders to comply with the reporting
requirements of Section 16(a).
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
proxies to vote on behalf of the shareholders they represent in accordance with
their best judgment upon such matters.
ANDREW A. CAMPBELL
Secretary
January 25, 1995
9
<PAGE> 12
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 Ben L. McSwiney
proxies of the undersigned, with several powers of substitution, to vote all
shares votable by the undersigned at the 1995 Annual Meeting of the
shareholders of DUPLEX PRODUCTS INC. to be held in the Assembly Room on the
sixth floor of The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois, on March 2, 1995 at 10:00 a.m., CST, or any adjournment(s) 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 nominees
listed in Proposal 1 and FOR Proposal 2.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 13
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<TABLE>
<S> <C>
VOTE
1. The election as directors of all nominees FOR WITHHELD 2. RATIFICATION OF THE SELECTION OF GRANT FOR AGAINST ABSTAIN
listed (except as marked to the contrary THORNTON L.L.P. as the Company's
below) / / / / independent auditors for fiscal year 1995. / / / / / /
Ben L. McSwiney and W. Robert Reum
INSTRUCTIONS: TO WITHHOLD YOUR VOTE FOR Both proxies, or either proxy if only one is present, shall have
ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S and may exercise all the powers granted herein.
NAME ON THE LINE PROVIDED BELOW.
Please sign exactly as your name appears below. When shares are
------------------------------------------- held by joint tenants, both parties should sign. When signing as
an attorney, executor, administrator, trustee, or guardian, please
provide full title. Authorized officers should sign for
corporations and provide full corporate names. Similarly,
authorized persons should sign for partnerships and provide full
partnership names.
Dated: , 1995
---------------------------------------------------
------------------------------------------------------------------
Signature
------------------------------------------------------------------
Signature (if held jointly)
Please complete, sign, date, and return the Proxy Card promptly
using the enclosed envelope.
</TABLE>
