<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 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 1996
To the Shareholders:
Notice is hereby given that the 1996 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 7, 1996, at 10:00 a.m., CST, for the following purposes:
(1) To elect two Class II directors;
(2) To ratify the Board of Directors' selection of the Company's
independent auditors for fiscal year 1996; and
(3) To transact such other business as may properly come before the meeting
and any adjournments.
Shareholders of record at the close of business on January 5, 1996, are
entitled to notice of and to vote at the meeting and any adjournments.
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.
MARK A. ROBINSON
Secretary
February 6, 1996
<PAGE> 3
DUPLEX PRODUCTS INC.
1947 BETHANY ROAD
SYCAMORE, IL 60178
PROXY STATEMENT
FOR
1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 1996
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 1996 Annual Meeting of Shareholders (hereinafter the
"Annual Meeting") to be held on March 7, 1996, and at any adjournment thereof.
The Annual Meeting has been called for the purposes set forth in the Notice of
1996 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 (1) for the nominees of
Class II directors named therein, and (2) in favor of the ratification of the
selection of Grant Thornton LLP as independent auditors for fiscal year 1996.
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 5, 1996, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, there were
7,484,878 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.
This proxy statement was first sent or delivered to shareholders on or
about February 6, 1996.
1
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of January 5, 1996, 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>
Tweedy, Browne Company L.P. .................. 706,776 9.44%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, NY 10017
Brinson Partners.............................. 670,200 8.95%
Three First National Plaza
Chicago, IL 60602
Mitchell Hutchins Institutional Investors, 562,700 7.52%
Inc. .......................................
777 Mariner's Island Blvd., 4th Fl.
San Mateo, CA 94403
David L. Babson & Co., Inc.................... 536,700 7.17%
One Memorial Drive
Cambridge, MA 02142-1300
College Retirement Equities Fund.............. 446,600 5.97%
730 Third Avenue
New York, NY 10017
</TABLE>
The following table lists, as of January 5, 1996, the Company's common
stock owned by each director, each of the 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......................... 925(1) -- 925 0.01%
Michael J. Birck.......................... -- -- -- --
Andrew A. Campbell........................ -- 75,000 75,000 1.00%
John C. Colman............................ -- -- -- --
David B. Preston.......................... -- 25,000 25,000 0.33%
David J. Eskra............................ 11,000 -- 11,000 0.15%
Marc A. Loomer............................ 13,204 25,000 38,204 0.51%
W. Robert Reum............................ -- -- -- --
All Directors and Executive Officers as a
group................................... 25,129 125,000 150,129 2.00%
</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 II directors expires at the 1996 Annual Meeting. The
Board of Directors' nominees for Class II directors are David J. Eskra and John
A. Bacon, Jr. Messrs. Eskra and Bacon were elected as Class II directors at the
1993 annual meeting for three year terms expiring at the 1996 Annual Meeting.
Messrs. Campbell and Colman were appointed by the Board of Directors on June 14,
1995, (to fill the vacancies created by the resignations of Ben L. McSwiney and
George S. Hoban). Mr. Colman was elected as a Class I director at the 1992
annual meeting for a three year term. However, Mr. Colman resigned from the
Board in January 1994. In June 1995, he accepted the appointment as a Class I
director for a term expiring at the 1998 Annual Meeting and as Chairman of the
Executive Committee. He previously served the Company as a director from
1978-1994.
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 1996 Annual Meeting, a nominee is unable 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 1996 Annual Meeting (Class II)
and (2) the incumbent directors whose terms will expire at either the 1997
annual meeting (Class III) or the 1998 annual meeting (Class I).
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS, YEAR FIRST BOARD
COMPANY POSITIONS, AND ELECTED COMMITTEE
NAME AND AGE OTHER DIRECTORSHIPS DIRECTOR MEMBERSHIP
- --------------------------- ----------------------------------------------- ----------- ---------------
<S> <C> <C> <C>
Andrew A. Campbell (50).... President of the Company; 1995, Vice President 1995
(Class I) of Finance, Secretary, and Treasurer of the
Company; 1991-1994, Vice President, Finance,
and Chief Financial Officer of Simmons
Upholstered Furniture Inc., a furniture
manufacturer.
W. Robert Reum (53)........ Chairman of the Board, President, and Chief 1994 Audit,
(Class I) Executive Officer of the Interlake Corporation, Compensation,
a multinational manufacturer of special and Nominating
materials, aerospace components, and handling
and packaging equipment and materials;
Director, Amsted Industries.
John C. Colman (69)........ Private Investor/Consultant; Director, Premier 1978 Executive
(Class I) Industrial Corporation; Director, Orion Capital (Chair) and
Corporation. Nominating
David J. Eskra (54)........ Private Investor; 1994, Chairman of the Board 1990 Finance,
(Class II) and Chief Executive Officer of the Company; Compensation,
1992, Private Investor; 1989-1991, Chairman of Executive, and
the Board, President, and Chief Executive Nominating
Officer of Pansophic Systems Incorporated, a
computer software company.
John A. Bacon, Jr. (68).... Private Investor; Trustee of Stein Roe Variable 1967 Compensation
(Class II) Investment Trust; Trustee of Keyport Variable (Chair),
Investment Trust. Executive,
Finance, and
Nominating
Michael J. Birck (57)...... President, Chief Executive Officer, and 1990 Audit (Chair)
(Class III) Director of Tellabs, Inc., a manufacturer of and Nominating
telecommunications products; Director, USF&G
Corporation; Director, Molex, Inc.
</TABLE>
3
<PAGE> 6
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors had ten meetings during fiscal year 1995. Each
director attended all but one of the meetings that he was eligible to attend.
The Company has standing Audit, Compensation, Executive, Finance, and Nominating
Committees of the Board of Directors which perform the functions described
below.
The Audit Committee consisted of Messrs. Birck, Bacon, and Reum. Mr. Bacon
served on the Committee through March 1995. The Audit 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 1995. Mr. Birck attended each of
these meetings, while Mr. Bacon and Mr. Reum attended two of them.
The Compensation Committee consisted of Messrs. Bacon, Eskra, and Reum. The
Compensation Committee is responsible for making recommendations to the Board of
Directors relating to the compensation of 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 twice during fiscal year 1995. All Committee
members attended each of these meetings.
The Executive Committee consisted of Messrs. Colman, Bacon, and Eskra. The
Executive Committee is charged with acting for the Board when action is required
between Board meetings, reviewing, and making recommendations with respect to
policy, and monitoring management and Company performance. The Executive
Committee did not meet separately during fiscal year 1995.
The Finance Committee consisted of Messrs. Bacon and Eskra. 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 1995, and all Committee members attended both meetings.
The Nominating Committee consisted of all outside members of the Board. The
Nominating Committee is charged with making recommendations with respect to
Board Compensation and acting as a screening and nominating committee for
candidates considered for election to the Board. In this capacity, it concerns
itself with the composition of the Board with respect to depth of experience,
balance of professional interests, and other factors. The Nominating Committee
met once during fiscal year 1995; all Committee members attended the meeting.
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
$136,833 for fiscal year 1995. Non-employee directors are also paid travel
expenses incurred in connection with attending Board meetings.
During fiscal year 1995, Mr. Colman, a director of the Company, acted as a
consultant to the Company, for which he was paid fees of $75,056. Mr. Colman
advised management regarding performance and the development of strategic
planning for the Company.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the compensation of the most highly compensated
executive officers of the Company during the fiscal year ended October 28, 1995,
and the two prior fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND FISCAL ---------------------- (NUMBER OF ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY BONUS STOCK OPTIONS) COMPENSATION
- --------------------------------- ---- -------- ------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Andrew A. Campbell............... 1995 $192,002(2) $20,000 75,000 $ --
President 1994 -- -- -- --
(Since 6/14/95) 1993 -- --
Ben L. McSwiney.................. 1995 157,019(3) -- -- 1,642(4)
Former President 1994 224,500 -- -- 1,642(4)
(Resigned 6/14/95) 1993 23,590(3) -- 75,000 126(4)
Laurence J. Quinn................ 1995 111,580(5) -- -- 46,808(6)
Former Vice President, 1994 80,481 -- 35,000 --
Sales 1993 -- -- -- --
(Resigned 7/19/95)
Marc A. Loomer................... 1995 110,000 -- 15,000 10,965(7)
Vice President, 1994 100,224 -- 10,000 25,664(8)
Operations 1993 73,500 -- -- 7,797(9)
David B. Preston................. 1995 118,811 -- 25,000 33(4)
Vice President, Sales 1994 94,416 -- -- 1,400(10)
(Since 9/15/95) 1993 96,797 -- -- 27(4)
</TABLE>
- -------------------------
(1) This table includes all executive officers who served during fiscal year
1995. Mr. McSwiney served as President and Director until he left the
Company on June 14, 1995. Mr. Quinn served as Vice President, Sales, until
he left the Company on July 19, 1995.
(2) Mr. Campbell commenced his employment with the Company on November 15,
1994. Mr. Campbell's compensation is further discussed in the Compensation
Committee Report.
(3) Mr. McSwiney commenced his employment with the Company on September 20,
1993. 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. Inasmuch as Mr. McSwiney left the Company in fiscal year 1995,
the amount shown represents compensation earned for the part of the year
during which he was employed.
(4) This amount represents life insurance premiums.
(5) Mr. Quinn commenced his employment with the Company on April 25, 1994. The
amount shown for fiscal year 1994 reflects compensation earned for the part
of the year during which he was employed at an annual salary of $155,000.
Inasmuch as Mr. Quinn left the Company on July 19, 1995, the amount shown
represents compensation earned for the part of fiscal year 1995 during
which he was employed.
(6) Includes (a) amounts paid under Mr. Quinn's severance agreement of $45,506
which is discussed in detail under Employment and Termination Arrangements
on page 6 and (b) life insurance premiums of $1,302.
(7) Includes (a) life insurance premiums of $785, and (b) Mr. Loomer's
reportable income from his vested shares in the Company's Restricted Stock
Option Program of $10,180.
(8) Includes (a) life insurance premiums of $51, (b) Mr. Loomer's reportable
income from his vested shares in the Company's Restricted Stock Option
Program of $23,746, and (c) $1,867 of reportable income from the Company's
1994 automobile program.
5
<PAGE> 8
(9) Includes (a) life insurance premiums of $51, (b) Mr. Loomer's reportable
income from his vested shares in the Company's Restricted Stock Option
Program of $5,879, and (c) $1,867 reportable income from the Company's 1993
automobile program.
(10) Includes (a) life insurance premiums of $33 and (b) $1,367 reportable
income from the Company's 1994 automobile program.
(11) At the end of the fiscal year, Mr. Loomer's shares in the Restricted Stock
Purchase Plan had a value of $46,044.
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 1995.
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 1995
-----------------------------
NAME EXERCISABLE NOT EXERCISABLE
- --------------------------------------------------------------------- ----------- ---------------
<S> <C> <C>
Andrew A. Campbell................................................... -- 25,000
Marc A. Loomer....................................................... 2,000 8,000
David B. Preston..................................................... -- 25,000
</TABLE>
During fiscal year 1995, stock options were issued to Mr. Campbell (25,000)
and Mr. Preston (25,000). No stock options were exercised by any of the named
executive officers, during fiscal year 1995.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE, AND CHANGE OF CONTROL
ARRANGEMENTS
The Company entered into a Consulting Agreement, dated as of June 15, 1995,
with Mr. Colman pursuant to which Mr. Colman supplies the Company with
management consulting services. The Agreement is terminable upon the death or
incapacity of Mr. Colman, or upon receipt of five (5) days written notice from
either party. A one (1) year Covenant Not To Compete shall survive any
termination of the Agreement.
The Company entered into a Severance Agreement, dated as of November 14,
1994, with Mr. Campbell pursuant to which Mr. Campbell shall receive a severance
benefit equal to one year's base annual salary and a prorated share of any
earned incentive bonus in the event of a "Change of Control" of the Company or
upon a "Qualifying Termination," as such terms are defined in the Agreement. In
addition to the severance amount, Mr. Campbell will be entitled to payment for
individual outplacement services.
Mr. Quinn's departure from the Company on July 19, 1995, was governed by a
Covenant Not To Compete and Confidential Information Agreement. This agreement
provided for Mr. Quinn to receive an amount equal to one year's salary
($155,000) in twenty-six semi-monthly installments ending on July 18, 1996.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW
OBJECTIVES. The Company's compensation program is intended to reward
executive officers for the achievement of the Company's business objectives and
to associate their performance with the interests of shareholders.
6
<PAGE> 9
COMPONENTS OF COMPENSATION. The major components of the Committee's
executive compensation program consist of base salary payments, incentive
bonuses, and stock options. The program also includes medical and dental care
plans.
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
various market factors. 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 established in accordance
with the Company's base salary plan. Salaries reflect the nature of the
employees' positions and responsibilities as well as external market conditions.
Salary adjustments are based on 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.
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's achievement of
explicit earnings goals. For fiscal year 1995, the Plan provided for bonuses to
be paid in Company common stock and cash to designated participants if the
Company recorded earnings before interest and taxes (EBIT) of not less than $3.3
million. Bonuses were to be paid exclusively in common stock until EBIT of $6.3
million was reached when 10% was to be paid in cash with increasing proportions
paid thereafter in cash as earnings increased. No bonuses were earned in fiscal
year 1995, however, Mr. Campbell was paid a starting bonus of $20,000 in January
1995.
STOCK OPTIONS. The 1993 Incentive Stock Option Plan (the "Stock Plan") was
adopted by the Board of Directors and approved by shareholders at the 1994
Annual Meeting of Shareholders on March 3, 1994. The Stock Plan 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 fair 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 option shares may be exercised at any time during the period
which begins one year from the date of grant and ends 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. Through
the grant of stock options, the Compensation Committee intends to enable the
Company to secure the benefits of additional incentive inherent in ownership of
common stock by those employees who are important to the success and growth of
the Company's business. During fiscal 1995, stock options were granted to Mr.
Campbell (25,000 shares), and Mr. Preston (25,000 shares). After the 1995 fiscal
year end, additional stock options were granted to Mr. Campbell (50,000 shares)
and Mr. Loomer (15,000 shares).
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 1995.
7
<PAGE> 10
COMPENSATION OF PRESIDENT
Mr. McSwiney served as president until his resignation on June 14, 1995.
While he served, Mr. McSwiney was compensated based on policies similar to those
set forth herein. There was no severance agreement with Mr. McSwiney.
Mr. Campbell's salary, bonus, and stock option grants follow the policies
set forth above. In reviewing the base salary of Mr. Campbell for fiscal year
1995, the Compensation Committee considered the compensation of competitors'
chief executive officers in the business forms industry, the size and relative
performance of the Company compared with its competitors, fiscal 1995 objectives
for Mr. Campbell, and the Company's relative success in increasing shareholder
value. Mr. Campbell's base salary was maintained at the low end of the range of
competitors' salaries given the above criteria. If performance objectives had
been met, the incentive bonus would have been a significant component of total
compensation.
Submitted by the Compensation Committee of the Board of Directors.
John A. Bacon, Jr., Chairman
David J. Eskra
W. Robert Reum
8
<PAGE> 11
FIVE-YEAR PERFORMANCE GRAPH: 1990-1995
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 1990 - 1995 period are
based on the assumption that $100 had been invested in Duplex common stock and
each index on October 27, 1990, 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>
1990 100.0 100.0 100.0
1991 117.6 131.1 127.7
1992 112.8 124.1 126.3
1993 115.5 166.1 156.4
1994 105.0 177.4 153.8
1995 82.5 235.3 177.2
</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.
9
<PAGE> 12
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 1997
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 26, 1996.
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 1995 by its
executive officers or directors or 10% shareholders to comply with the reporting
requirements of Section 16(a), except that a Form 3 filing for Mr. Colman and a
Form 5 filing for Mr. Preston were made late due to a clerical oversight. None
of these individuals consummated any transactions involving the Company's
securities during fiscal year 1995.
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.
MARK A. ROBINSON
Secretary
February 6, 1996
10
<PAGE> 13
PROXY PROXY
DUPLEX PRODUCTS INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Andrew A. Campbell proxy of the
undersigned, with several powers of substitution, to vote all shares votable by
the undersigned at the 1996 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 7, 1996 at
10:00 a.m., CST, or any adjournments thereof, on the matters proposed by
management described below and on such other business as may properly come
before the meeting. The proxy is instructed to vote as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
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.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE> 14
DUPLEX PRODUCTS INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /x/
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<CAPTION>
<S><C>
1. The election as directors of all nominees VOTE 2. RATIFICATION OF THE SELECTION OF
listed (except as marked to the contrary FOR WITHHELD GRANT THORNTON LLP as the Company's FOR AGAINST ABSTAIN
below) / / / / independent auditors for fiscal / / / / / /
year 1996.
John A. Bacon, Jr.
David J. Eskra
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
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.
_________________________________________________
Signature
_________________________________________________
Signature (if held jointly)
Dated: ___________________________________,1996
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