<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 Com-
mission 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
HANDLEMAN COMPANY
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
HANDLEMAN COMPANY
- -------------------------------------------------------------------------------
(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.
- --------------------------------------------------------------------------------
[ ] 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
HANDLEMAN COMPANY
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 6, 1995
To the Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Handleman Company (the "Company") to be held at the Somerset Inn, 2601 West Big
Beaver, Troy, Michigan 48084-3390, on Wednesday, September 6, 1995, at 2:00
p.m., Eastern Daylight Time, for the following purposes:
(1) To elect three Directors of the Company to serve until the Annual
Meeting of Shareholders in 1998.
(2) To consider such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on July 14, 1995
will be entitled to vote at the meeting.
Your attention is called to the attached proxy statement and
accompanying proxy. It is important that your shares be represented and voted
at the Annual Meeting, regardless of whether or not you plan to attend in
person. You are therefore urged to sign, date and return the accompanying proxy
card promptly in the enclosed envelope, to which no postage need be affixed if
mailed in the United States. If you attend the meeting, you may withdraw your
proxy and vote your own shares.
A copy of the Annual Report of the Company for the fiscal year ended
April 29, 1995 accompanies this Notice.
By Order of the Board of Directors,
RICHARD J. MORRIS, Secretary
Troy, Michigan
August 4, 1995
<PAGE> 3
HANDLEMAN COMPANY
500 Kirts Boulevard
Troy, Michigan 48084-4142
---------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 6, 1995
GENERAL INFORMATION
The Annual Meeting of Shareholders of Handleman Company (the
"Company") will be held at the Somerset Inn, 2601 West Big Beaver, Troy,
Michigan 48084-3390, on Wednesday, September 6, 1995, at 2:00 p.m., Eastern
Daylight Time, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. The approximate mailing date for this proxy statement
and the proxy is August 4, 1995.
It is important that your shares be represented at the meeting. If it
is impossible for you to attend the meeting, please sign and date the enclosed
proxy and return it to the Company. The proxy is solicited by the Board of
Directors of the Company. The shares represented by valid proxies in the
enclosed form will be voted if received in time for the Annual Meeting. The
expenses in connection with the solicitation of proxies will be borne by the
Company and may include requests by mail and personal contact by its Directors,
Officers and employees. In addition, the Company has retained Corporate
Investor Communications, Inc., 111 Commerce Road, Carlstadt, New Jersey
07072-2586, to aid in the solicitation of proxies from brokers, banks, other
nominees and institutional holders at a fee not to exceed $4,500 plus
out-of-pocket expenses. The Company will reimburse brokers or other nominees
for their expenses in forwarding proxy materials to principals. Any person
giving a proxy has the power to revoke it at any time before it is voted.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only holders of record of shares of $.01 par value common stock (the
"Common Stock") at the close of business on July 14, 1995 are entitled to
notice of, and to vote at, the meeting or at any adjournment or adjournments
thereof, each share having one vote. On such record date, the Company had
issued and outstanding 33,597,524 shares of Common Stock.
Based on information furnished to the Company by the State of
Wisconsin Investment Board ("SWIB"), P.O. Box 7842, Madison, Wisconsin 53707,
SWIB owns 2,773,300 shares (8.25%) of the Company's outstanding Common stock.
Management does not know of any other person who, as of July 14, 1995,
beneficially owned more than 5% of the Company's Common Stock.
1
<PAGE> 4
I. ELECTION OF DIRECTORS
The Board of Directors proposes that Messrs. Verne G. Istock, Alan E.
Schwartz and John M. Barth be elected as Directors of the Company to hold
office until the Annual Meeting of Shareholders in 1998 or until their
successors are elected and qualified. The persons named in the accompanying
proxy intend to vote all valid proxies received by them for the election of the
nominees named above, unless such proxies are marked to the contrary. The three
nominees receiving the greatest number of votes cast at the Meeting or its
adjournment shall be elected. Abstentions, withheld votes and broker non-votes
will not be deemed votes cast in determining which nominees receive the
greatest number of votes cast. In case any nominee is unable or declines to
serve, which is not anticipated, it is intended that the proxies be voted in
accordance with the best judgment of the proxy holders.
The following information is furnished with respect to each nominee
for election as a Director, each person whose term of office as a Director will
continue after the Meeting and each Executive Officer of the Company named in
the Summary Compensation Table below.
<TABLE>
<CAPTION>
Shares Percentage of
of Common Total
Shares Stock Common
of Common Beneficially Stock of the
Stock Owned as of Company
Positions and Offices Beneficially July 14, 1995 Beneficially Term
Name and Year First with the Company and Other Owned as of as Trustee Owned as of to
Became a Director Age Principal Occupations July 14, 1995 Only July 14, 1995 Expire
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS DIRECTORS FOR A THREE-YEAR TERM
Verne G. Istock (1990)....... 54 Chairman of the Board of Directors
and Chief Executive Officer of NBD
Bancorp, Inc. and of NBD Bank............. 1,000 (1) 0 * 1998
Alan E. Schwartz (1969)...... 69 Partner of the law firm of Honigman
Miller Schwartz and Cohn................... 895 0 * 1998
John M. Barth................ 49 Executive Vice President of Johnson
Controls, Inc. .............................. 0 0 -- 1998
DIRECTORS CONTINUING IN OFFICE
Stephen Strome (1989)........ 50 President and Chief Executive Officer
of the Company.......................... 253,249 (2) 0 * 1997
James B. Nicholson (1991).... 52 President and Chief Executive Officer
of Pressure Vessel Service, Inc. ......... 2,600 0 * 1997
Lloyd E. Reuss (1993)........ 59 Former President of General Motors
Corporation............................... 1,000 0 * 1997
David Handleman (1946)....... 79 Chairman of the Board................... 415,762 (3) 201,275 (3) 1.84% 1996
Richard H. Cummings (1962)... 73 Retired Senior Vice Chairman of the
Board of Directors of NBD Bancorp,
Inc. and of NBD Bank...................... 2,700 0 * 1996
Gilbert R. Whitaker,
Jr. (1990).................. 63 Provost and Executive Vice President
for Academic Affairs, the University
of Michigan................................. 500 0 * 1996
OTHER EXECUTIVE OFFICERS
Peter J. Cline............... 48 Executive Vice President-President of
Distribution............................. 46,893 (2) 0 * --
Lawrence R. Hicks............ 50 Executive Vice President-Merchandising... 85,075 (2) 0 * --
Louis A. Kircos.............. 41 Executive Vice President-Corporate
Development and Subsidiaries............ 108,843 (2) 0 * --
Richard J. Morris............ 49 Senior Vice President-Finance,
Chief Financial Officer and Secretary.... 35,272 (2) 0 * --
All Directors and Executive Officers as a group (15 persons)............. 1,007,250 (4) 201,275 3.60% --
</TABLE>
* Less than 1%
2
<PAGE> 5
(1) Mr. Istock disclaims any interest in any shares of the Common Stock held
by the Trust Division of NBD Bank or any affiliated banks.
(2) The number shown above as beneficially owned by Messrs. Strome, Cline,
Hicks, Kircos and Morris includes 206,857, 30,000, 65,875, 71,341 and
20,000 shares, respectively, which they have the right to acquire within
60 days of July 14, 1995 pursuant to the Company's stock option plans
(assuming, in certain instances that the stock price reaches certain
levels -- see "Aggregated Option Exercise in the Last Fiscal Year and
Fiscal Year-End Option Values"), 37,127, 16,893, 19,020, 18,679 and
15,272 shares which represent restricted stock awards granted to Messrs.
Strome, Cline, Hicks, Kircos and Morris, respectively, and shares which
have been credited to each of Messrs. Strome, Hicks and Kircos under the
Company's salary deferral plan (the "401(k) Plan"). The number of shares
shown above for Mr. Kircos does not include 4,000 shares owned outright
by his wife. Mr. Kircos disclaims beneficial ownership of the shares
owned by his wife.
(3) Mr. Handleman owns outright and has the sole voting and investment power
for 415,762 shares including 180 shares credited to him under the 401(k)
Plan, which are shown above as beneficially owned. The number shown above
as beneficially owned as trustee represents 201,275 shares held in
various trusts, with Mr. Handleman as one of the trustees. Mr. Handleman
has no interest in any of such shares held in trusts, other than as a
trustee. The number of shares shown above does not include 243,175 shares
owned outright by Marion Handleman, his wife. Mr. Handleman disclaims
beneficial ownership of the shares owned by his wife.
(4) All Executive Officers and Directors of the Company as a group (15
persons) beneficially owned 1,208,525 shares (3.60%) of the Company's
outstanding Common Stock as of July 14, 1995, including 437,073 shares
which they have the right to acquire within 60 days of that date pursuant
to the Company's stock option plans, 120,483 shares representing
restricted stock awards granted in June 1993, July 1993, June 1994 and
June 1995, 1,189 shares which have been credited to them under the 401(k)
Plan and 201,275 shares held in trusts. The total excludes 247,175 shares
held by spouses of the Company's Executive Officers and Directors.
With the exception of John M. Barth, the Directors listed above were
elected as members of the Board of Directors of the Company at prior Annual
Meetings of Shareholders. Mr. Barth has been nominated to replace John F. Daly,
who has elected to retire from the Board of Directors effective upon this
Meeting.
3
<PAGE> 6
OTHER INFORMATION RELATING TO NOMINEES AND DIRECTORS
Following each Director's name and the year in which he first became a
Director is a brief account of the business experience of each nominee and
Director of the Company during the past five years.
DAVID HANDLEMAN 1946
Mr. Handleman has served as Chairman of the Board. Mr. Handleman
[PHOTO] was also Chief Executive Officer from December 1, 1974 to March 9,
1988 and from December 12, 1989 to May 1, 1991. Mr. Handleman
retired as an Officer and employee of the Company effective July 1, 1993, but
is continuing in the non-officer position of Chairman of the Board.
Mr. Handleman also performs services for the Company as part of an advisory
and non-compete agreement entered into with the Company in 1989.
ALAN E. SCHWARTZ 1969
Mr. Schwartz is a partner of the law firm of Honigman Miller
[PHOTO] Schwartz and Cohn, Detroit, Michigan, which firm serves as general
counsel for the Company. It is expected that such law firm will
continue to be retained by the Company in the current fiscal year.
Mr. Schwartz is also a director of the following corporations: Comerica
Incorporated, Core Industries Inc, the Detroit Edison Company, Howell
Industries, Inc., Pulte Corporation and Unisys Corporation.
VERNE G. ISTOCK 1990
Mr. Istock is Chairman of the Board of Directors and Chief
[PHOTO] Executive Officer of NBD Bancorp, Inc. and NBD Bank and has served
in such capacity since January 1, 1994. From October 1, 1985
through December 31, 1993 Mr. Istock served as Vice Chairman of the Board of
NBD Bancorp, Inc. and NBD Bank. Mr. Istock is also a director of Grand Trunk
Corporation and of its subsidiary Grand Trunk Western Railroad Company, and of
Kelly Services, Inc. and R. L. Polk & Company.
RICHARD H. CUMMINGS 1962
Mr. Cummings is the retired Senior Vice Chairman of the Board of
[PHOTO] Directors of NBD Bancorp, Inc. and NBD Bank. Mr. Cummings is also a
director of Howell Industries, Inc.
STEPHEN STROME 1989
Mr. Strome has served as President and Chief Executive Officer of
[PHOTO] the Company since May 1, 1991. From May 3, 1990 through April 30,
1991 Mr. Strome served as President and Chief Operating Officer of
the Company. From June 7, 1989 through May 2, 1990, Mr. Strome served as
Executive Vice President and Chief Operating Officer of the Company.
GILBERT R. WHITAKER, JR.
1990 Mr. Whitaker has served as Provost and Executive Vice
[PHOTO] President for Academic Affairs, the University of Michigan, since
September 1, 1993. From September 1, 1990 through August 31, 1993
Mr. Whitaker served as Provost and Vice President for Academic Affairs, the
University of Michigan. From January 1, 1979 to September 1, 1990,
Mr. Whitaker was Dean and Professor of Business Economics, the University of
Michigan. Mr. Whitaker is a director of the following corporations: Johnson
Controls, Inc., Lincoln National Corporation and Structural Dynamics Research
Corporation.
4
<PAGE> 7
JAMES B. NICHOLSON 1991
Mr. Nicholson has served as President and Chief Executive Officer of
[PHOTO] Pressure Vessel Service, Inc. since 1979. Mr. Nicholson is a
director of Pressure Vessel Service, Inc., Amerisure Companies,
F & M Distributors, Inc. and North American Mortgage Company. Mr. Nicholson is
also Vice Chairman of the Board of Directors of Douglas & Lomason Company.
JOHN M. BARTH
Mr. Barth has served as Executive Vice President of Johnson
[PHOTO] Controls, Inc. since October 1, 1992. Mr. Barth served as Vice
President and General Manager of the Plastics Technology Group and
the Automotive Systems Group of Johnson Controls, Inc. from March 27, 1990 to
September 30, 1992. Mr. Barth is a director of Comerica Bank-Ann Arbor, N.A.
and Edwards Brothers.
LLOYD E. REUSS 1993
Mr. Reuss served as General Motors Corporation's Executive Vice
[PHOTO] President of New Vehicles and Systems from April 6, 1992 through
his retirement on January 1, 1993. Mr. Reuss served as President of
General Motors Corporation from August 1, 1990 through April 5, 1992. From
May 22, 1987 through July 31, 1990 Mr. Reuss served as Executive Vice President
of General Motors Corporation's North American Automotive Operations.
Mr. Reuss is also Vice Chairman of the Board of Directors of Detroit Mortgage &
Realty.
During the fiscal year ended April 29, 1995 the Board of Directors held
four meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Executive Committee. The current members of the
Executive Committee are David Handleman (Chairman), Richard H. Cummings, Verne
G. Istock, Alan E. Schwartz and Stephen Strome. The Executive Committee meets
on call and has authority to act on most matters between Board meetings. During
fiscal year 1995, the Executive Committee held five meetings.
The Company has a standing Audit Committee. The current members of the
Audit Committee are Richard H. Cummings (Chairman), James B. Nicholson and
Lloyd E. Reuss. During fiscal year 1995, the Audit Committee held four
meetings. The duties of the Audit Committee are briefly: recommending to the
Board of Directors the retention or discharge of the independent public
accountants; reviewing the arrangements and scope of the audit and non-audit
engagements and the compensation of the independent public accountants;
reviewing with the independent public accountants and the Company's financial
officers the adequacy of the Company's internal auditing, accounting and
financial controls; reviewing major changes in accounting policies; and
reviewing the scope, status and results of examinations conducted by the
internal audit department of the Company.
5
<PAGE> 8
The Company has a standing Compensation and Stock Option Committee. The
current members of the Compensation and Stock Option Committee are John F. Daly
(Chairman), David Handleman, Verne G. Istock and Gilbert R. Whitaker, Jr.
During fiscal year 1995, the Committee held two meetings and made
recommendations to the Board of Directors. The duties of the Committee are:
recommending to the Board of Directors the remuneration arrangements for senior
management; recommending to the Board of Directors compensation plans in which
Officers are eligible to participate; and granting stock options, stock
appreciation rights and restricted stock awards under the Company's 1992
Performance Incentive Plan.
The Company has a standing Nominating Committee. The current members of
the Nominating Committee are James B. Nicholson (Chairman), Verne G. Istock,
Alan E. Schwartz and Stephen Strome. The Nominating Committee considers the
performance of incumbent Directors and recommends to the shareholders nominees
for election as Directors. The Nominating Committee will consider nominees for
Directors recommended by shareholders, which recommendations for the 1996
Annual Meeting of Shareholders should be submitted to the Chairman of the
Nominating Committee at the Company's executive offices, no later than April 1,
1996.
CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
Mr. Verne G. Istock, a Director of the Company, is Chairman of the Board
of Directors of NBD Bank ("NBD") and of its parent, NBD Bancorp, Inc. The
Company regularly transacts business with NBD. Loans to the Company from NBD
during fiscal year 1995 included borrowings under a five-year, $250,000,000
revolving credit arrangement entered into on July 12, 1994 with a consortium of
banks, for which NBD acts as agent. This replaced a $147,000,000 revolving
credit agreement which was to expire in June 1995. The agreement was
subsequently reduced to $145,000,000 on February 3, 1995. NBD's current
commitment pursuant to the revolver is $49,300,000. NBD's share of the maximum
aggregate amount of all borrowings under the revolver during fiscal year 1995
was $42,160,000 and at April 29, 1995 was $13,600,000. Rates under the revolver
ranged from 4.4% to 9.0% during fiscal year 1995. During fiscal 1995 NBD also
provided financing to the Company in the form of short-term borrowings under a
line of credit at rates on an as offered basis not to exceed the prime rate,
and financing pursuant to three limited obligation bonds at rates ranging from
2.5% to 4.7%. The maximum principal amount outstanding under the short- term
borrowings and revenue bonds during fiscal year 1995 was $41,200,000, and the
principal amount outstanding at April 29, 1995 was $6,200,000. During fiscal
year 1995, the Company paid NBD $1,969,142 as interest consisting of $1,495,400
under the revolving credit arrangement, $160,385 under the line of credit and
$313,357 under the revenue bonds. In addition to interest, the Company paid NBD
$110,038 in conjunction with its services as agent under the revolving credit
arrangement and $504,215 for placement fees, trustee fees, transfer agent fees,
advisory services fees and other fees and expenses.
Comerica Bank ("Comerica") is also part of the consortium of banks
providing the Company with the revolving credit arrangement described above.
Mr. Alan E. Schwartz, a Director of the Company, is a director of Comerica's
parent, Comerica Incorporated. Mr. John F. Daly, a Director of the Company, is
a director of Comerica Bank & Trust, F.S.B., a subsidiary of Comerica
Incorporated. Comerica's commitment pursuant to the revolver is $33,640,000.
Comerica's share of the maximum aggregate amount of all borrowings under the
revolver during fiscal year 1995 was $28,768,000 and, at April 29, 1995, was
$9,280,000. During fiscal year 1995, the Company paid Comerica $346,933 as
interest under the revolving credit arrangement and $108,011 for other fees and
expenses.
The Company expects to continue to engage in transactions with NBD and
Comerica in the ordinary course of business in the future. In the opinion of
management, the Company's commercial dealings with NBD and Comerica are on
terms as favorable as those available from other third-party banks.
6
<PAGE> 9
Mr. David Handleman, Chairman of the Board of the Company since 1974,
retired as an Officer and employee of the Company effective July 1, 1993. Mr.
Handleman continues as a Director of the Company and as the non-officer
Chairman of the Board. Effective July 1, 1993, and during his lifetime Mr.
Handleman will receive annual payments of $300,000 per year in consideration of
his performance of advisory and related services to the Company and execution
of a non-competition covenant entered into with the Company in 1989. Such
amount is in addition to the annual amount ($288,564) Mr. Handleman receives
pursuant to the Company's pension plan. In addition, the Company paid $83,575
for certain life insurance, health insurance, automotive and club dues benefits
for Mr. Handleman pursuant to his agreement with the Company.
In connection with the Company's relocation policy for Executive Officers,
the Company loaned $300,000 and $141,895 to Messrs. Cline and Morris,
respectively, to facilitate the purchase of their new homes in connection with
their move to Michigan and the commencement of their employment with the
Company. The loans, which bore interest at 6% per annum, were repaid during
fiscal 1995 with interest of $3,797 and $7,699, respectively, by Messrs. Cline
and Morris. After a subsequent period of time, the Company purchased at their
appraised values the prior residences of Messrs. Cline and Morris in connection
with the Company relocation program. The homes remained unsold at April 29,
1995. For fiscal 1995 the Company has accrued an expense of $70,000 and
$90,000 in connection with the ownership and forthcoming sales of the former
homes of Messrs. Cline and Morris, respectively.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF DIRECTORS
Officers of the Company who are Directors do not receive any additional
compensation for services as a Director or as a Committee member. During
fiscal year 1995, each Director who was not an Officer of the Company received
a Director's fee in the annual amount of $16,000 and fees for attendance at
Board meetings which would aggregate an additional $6,000 if the Director
attended all scheduled Board meetings. Each member on a Committee of the Board
of Directors was paid at the rate of $750 for each Committee meeting attended.
In addition, during fiscal year 1995, each Committee Chairman received an
annual fee of $3,000. Directors are reimbursed for travel and other expenses
related to attendance at Board and Committee meetings. The Company has adopted
a Director Retirement Plan which provides that after 10 years of service any
non-employee Director will be, upon retirement, entitled to receive 50% of the
annual Director fee then in effect for the lesser of the number of years the
participant served as a non-employee Director of the Company or the life of the
participant. The Company has approved a Deferral Plan For Payment of Director
Fees which permits members of the Board of Directors to elect to defer to a
future date all or any portion of their Director fees (including retainer fees,
attendance fees and Committee fees), with interest to be added to deferred
amounts. Mr. David Handleman is not entitled to receive Director fees during
the term of his advisory agreement. See "Certain Transactions with Executive
Officers and Directors" for additional information regarding amounts paid to
Mr. Handleman for advisory services.
Under resolutions of the Board of Directors presently in effect, if a
Corporate Officer or Director should die while serving in such capacity, the
Company will pay to the surviving spouse, or if there is no surviving spouse
then to the decedent's estate, the equivalent of one year's salary (excluding
bonuses) based upon the amount being received by the decedent at the time of
his or her death, in 24 equal monthly installments commencing one month after
death.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
The following table sets forth information for each of the fiscal years
ended May 1, 1993, April 30, 1994 and April 29, 1995 concerning the
compensation of the Company's Chief Executive Officer and each of the Company's
other four most highly compensated Executive Officers (collectively, the "named
Executive Officers") whose annual salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------------- ------------------------
(4) Options/SARs
Other Annual Restricted Underlying All Other
Fiscal Salary Bonus Compensation Stock Awards Securities Compensation
Name and Principal Position Year ($) ($) ($) (#) (#) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen Strome (1) 1995 403,077 115,000 -- 13,748 -- --
President and Chief 1994 344,230 -- -- 8,596 115,000 --
Executive Officer 1993 298,463 140,000 -- -- 25,000 --
Peter J. Cline 1995 240,000 47,000 36,372 (2) 8,048 30,000 --
Executive Vice President 1994 29,615(3) -- -- -- -- --
- President of Distribution
Lawrence R. Hicks 1995 204,845 40,575 -- 6,802 -- --
Executive Vice President 1994 191,845 -- -- 4,740 30,000 --
- Merchandising 1993 182,425 62,000 -- -- 7,500 --
Louis A. Kircos (1) 1995 200,385 40,000 -- 6,707 -- --
Executive Vice President 1994 186,500 -- -- 4,618 36,409 --
- Corporate Development 1993 174,407 62,000 -- -- 7,500 --
and Subsidiaries
Richard J. Morris 1995 174,731 34,500 -- 5,868 -- --
Senior Vice President 1994 129,385 -- 34,498 (2) 2,895 20,000 --
- Finance, Chief Financial
Officer & Secretary
- ---------------
</TABLE>
(1) Pursuant to the Company's 401(k) Plan, Mr. Strome deferred $3,100, $3,667
and $3,120 of his salary and Mr. Kircos deferred $3,100, $3,667 and
$2,192 of his salary, respectively, during the fiscal years ended May 1,
1993, April 30, 1994 and April 29, 1995.
(2) Includes $1,740, $6,930 and $27,702 paid during fiscal 1995 to or on
behalf of Mr. Cline for certain life insurance, automobile benefits and
relocation expenses respectively. Non-cash compensation did not exceed the
lesser of $50,000 or 10% of individual cash compensation for any other
Executive Officer during fiscal 1995. Includes $348, $3,796 and $30,354
paid during fiscal 1994 to Mr. Morris for certain life insurance,
automobile benefits and relocation expenses, respectively. Non-cash
compensation did not exceed the lesser of $50,000 or 10% of individual
cash compensation for any other Executive Officer during fiscal 1994.
(3) Includes a one time payment of $25,000 made upon joining the Company in
April 1994.
(4) A portion of restricted shares granted during the fiscal year ended April
1994 were issuable if consolidated return on shareholders' equity exceeded
a predetermined threshold of performance in the fiscal 1994 and 1995
performance period. The threshold performance level for this portion was
not met and, therefore, the restricted stock awards of 12,895, 7,111 and
6,926 shares granted to Messrs. Strome, Hicks and Kircos, respectively,
were canceled. The 1994 awards noted in the above table represent the
second portion of restricted shares that were granted during fiscal 1994.
The performance period for these shares is fiscal 1994 through fiscal
1996. See Long-term Incentive Plan-Awards in Last Fiscal Year for
information regarding restricted stock awards for the fiscal year ended
April 29, 1995.
8
<PAGE> 11
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table provides details regarding stock options granted to
the named Executive Officer in the last fiscal year. There were no options
granted to the Company's Chief Executive Officer or to Messrs. Hicks, Kircos or
Morris during the fiscal year ended April 29, 1995. In accordance with SEC
rules, hypothetical gains that would exist for the options are shown. These
gains are based on assumed rates of annual compounded stock price appreciation
of 5% and 10% from the date the options were granted over the full option term.
Of course, actual gains, if any, on stock option exercises and stock accruals
are dependent on the future performance of the Common Stock and the overall
stock market conditions. There can be no assurance that the amounts reflected
in the table will be achieved.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
% of Total Stock Price Appreciation
Number of Options Granted For Option Term (1)
Options Granted to Employees Exercise Price ----------------------
Name (2) in Fiscal Year Per Share (3) Expiration Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Cline 30,000 35.6% $14.25 June 15, 2003 $80,300 $596,400
- ---------------
</TABLE>
(1) In accordance with SEC rules, these columns show gains that might exist
for the option over the option term. This valuation is hypothetical; if
the stock price does not increase above the exercise price, compensation
to the named Executive Officer will be zero. A 5% and 10% annually
compounded increase in the Company's stock price from $14.25 per share at
the date of grant to the end of the option term would result in stock
prices of $22.28 and $34.13 per share, respectively.
(2) The options become exercisable one-third when the Company's stock price
exceeds $20.00 per share; one-third when the Company's stock price exceeds
$25.00 per share; and one-third when the Company's stock price exceeds
$30.00 per share.
(3) The exercise price may be paid in cash, by delivery of already owned
shares subject to certain conditions, or pursuant to a cashless exercise
procedure under which the optionee provides irrevocable instructions to a
brokerage firm to sell the purchased shares and to remit to the Company,
out of the sale proceeds, an amount equal to the exercise price plus all
applicable withholding taxes. The Compensation and Stock Option Committee
has approved the issuance of reload options in certain circumstances and
with certain restrictions. A reload option is an option granted to an
employee when the employee exercises an option using previously owned
shares.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
There were no stock options exercised by the named Executive Officers
during the fiscal year ended April 29, 1995. The following table sets forth the
number of shares covered by both exercisable and non-exercisable stock options
as of the last day of the fiscal year. The exercise price of all outstanding
stock options, exercisable or unexercisable, held by such persons on April 29,
1995 was higher than the market price ($10.63 per share) of the Company's
Common Stock as of such date. The number of exercisable stock options shown in
the following table includes options exercisable when the Company's stock price
reaches certain levels. The number of shares exercisable by Messrs. Strome,
Cline, Hicks, Kircos and Morris includes 115,000, 30,000, 30,000, 30,000 and
20,000, respectively, which become exercisable one-third when the Company's
stock price exceeds $20.00 per share; one-third when the Company's stock price
exceeds $25.00 per share; and one-third when the Company's stock price exceeds
$30.00 per share.
<TABLE>
<CAPTION>
Number of
Unexercised
Options at Fiscal
Year-End
Exercisable/
Name of Individual Unexercisable
---------------------------------------------
<S> <C>
Stephen Strome
Exercisable 206,857
Unexercisable --
Peter J. Cline
Exercisable 30,000
Unexercisable --
Lawrence R. Hicks
Exercisable 65,875
Unexercisable --
Louis A. Kircos
Exercisable 71,341
Unexercisable --
Richard J. Morris
Exercisable 20,000
Unexercisable --
</TABLE>
10
<PAGE> 13
LONG-TERM INCENTIVE PLAN--
AWARDS IN LAST FISCAL YEAR
The following table sets forth the restricted stock awards made under the
Company's Long-Term Incentive Plan to the named Executive Officers during the
fiscal year ended April 29, 1995. The amount of the restricted stock award
eventually issued to and retained by participants depends upon the extent to
which the consolidated return on shareholders' equity exceeds the required
performance level for the subject fiscal years. If the threshold performance
level is not met, no restricted stock awards can be retained by the
participant.
<TABLE>
<CAPTION>
Performance
Number of or Other Estimated Future Payouts under
Shares, Period Until Non-Stock Price-Based Plans
Units or Maturation ------------------------------
Other or Payout Threshold Target Maximum
Name Rights (Fiscal Years) ($) ($) ($)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen Strome 13,748 1995-1997 71,747 143,495 286,990
Peter J. Cline 8,048 1995-1997 42,001 84,001 168,002
Lawrence R. Hicks 6,802 1995-1997 35,498 70,996 141,992
Louis A. Kircos 6,707 1995-1997 35,002 70,004 140,008
Richard J. Morris 5,868 1995-1997 30,624 61,247 122,495
</TABLE>
The performance target is based on return on beginning shareholders'
equity achieved during fiscal years 1995, 1996 and 1997. Fifty percent of the
shares vest and are paid out in June 1998 and the balance is vested and paid
out in June 1999. In addition to achieving the performance threshold, the
participant must remain in the Company's employ until the subject vesting date
except where the employment is terminated due to death, permanent disability or
normal retirement. The Compensation and Stock Option Committee establishes the
threshold, target and maximum return on beginning shareholders' equity for each
fiscal year. Cash dividends are paid on the restricted stock holding reported
above on the normal dividend payment dates.
11
<PAGE> 14
PENSION PLAN
The Company has a pension plan (the "plan") covering all employees of the
Company who have reached the age of 21 and completed one year of service,
except for employees covered by a collective bargaining agreement which does
not provide for plan coverage. The plan provides pension benefits, death
benefits and disability benefits for covered employees. For the fiscal year
ended April 29, 1995, employees with five or more years of service were
entitled to monthly pension benefits beginning at normal retirement age (65).
The computation of benefits under the plan is based upon a formula which takes
into consideration retirement age, years of service up to 30 years, average
annual compensation during the highest five consecutive year period within the
10 years preceding retirement, and the average of the taxable wage base for
social security purposes over the employee's career. The plan permits early
retirement at ages 55-64 for employees with 10 or more years of service. A
death benefit equal to a portion of the employee's accrued benefit is paid to
the employee's spouse if the employee dies after becoming vested under the
plan. An employee with 10 or more years of service whose employment by the
Company terminates prior to his or her normal retirement date on account of his
or her permanent and total disability is entitled to receive a disability
retirement benefit.
The compensation covered by the plan includes all earnings from the Company
as reported on the employee's W-2 form, for base pay plus overtime and bonus
payments only, plus salary deferrals under the Company's 401(k) Plan, up to a
maximum of $150,000 for calendar year 1995.
The following table illustrates current annual benefits payable under the
plan upon retirement at age 65 to persons in certain compensation and years of
service classifications. The benefits are computed on the basis of a straight
life annuity and are not subject to deductions for social security or other
offset amounts.
<TABLE>
<CAPTION>
Final Average Ten Years Twenty Years Thirty Years
Compensation of Service of Service of Service
--------------------------------------------------------------------
<S> <C> <C> <C>
$125,000 $15,815 $31,630 $47,446
$150,000 19,315 38,630 57,946
</TABLE>
*Compensation which may be considered for any purpose under a qualified pension
plan is limited for 1995 to $150,000.
The Internal Revenue Code limits the benefits which can be paid from any
funded pension plan that qualifies for federal tax exemption. The amount for
calendar year 1995 is $120,000.
As of April 29, 1995, the credited years of service under the plan for the
named executive officers were as follows: 17 for Stephen Strome; 21 for
Lawrence R. Hicks; 13 for Louis A. Kircos; 2 for Richard J. Morris and 1 for
Peter J. Cline.
12
<PAGE> 15
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company sponsors an unsecured supplemental executive retirement plan
(the "SERP") covering a select group of management employees of the Company.
The SERP provides supplemental retirement income, and death and disability
benefits. Covered employees with five or more years of service are entitled to
monthly retirement income beginning at normal retirement age (65). The SERP
permits early retirement at ages 55-64 for employees with 10 or more years of
service. The computation of benefits under the SERP is based upon a formula
which takes into consideration retirement age, years of service up to a maximum
of 30 years, and average annual compensation during the highest five
consecutive years within the 10 years preceding retirement. A death benefit
equal to a portion of the employee's accrued benefit is paid to the employee's
spouse if the employee dies after becoming vested under the SERP. An employee
with 10 or more years of service whose employment by the Company terminates
prior to his or her normal retirement date on account of total and permanent
disability is entitled to receive a disability retirement benefit.
The compensation covered by the SERP includes all earnings from the
Company as reported on the member's W-2 form, for base pay, overtime, and bonus
payments, plus salary deferrals under the Company's 401(k) Plan. No maximum
applies to compensation covered under the SERP.
The benefit amount calculated under the formula is offset by benefits
provided under the pension plan.
The following table illustrates current annual benefits payable under the
SERP upon normal retirement at age 65 to persons in certain compensation and
years of service classifications. These benefits are in addition to benefits
payable under the Company pension plan.
<TABLE>
<CAPTION>
Final Average Ten Years Twenty Years Thirty Years
Compensation of Service of Service of Service
--------------------------------------------------------------------
<S> <C> <C> <C>
$ 250,000 $ 18,185 $ 36,370 $ 54,554
350,000 33,185 66,370 99,554
450,000 48,185 96,370 144,554
550,000 63,185 126,370 189,554
</TABLE>
As of April 29, 1995, the credited years of service under the SERP for the
Executive Officers were as follows: 17 for Stephen Strome; 21 for Lawrence R.
Hicks; 13 for Louis A. Kircos; 2 for Richard J. Morris; and 1 for Peter J.
Cline.
13
<PAGE> 16
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
for the Company's Common Stock with the cumulative total return of the Standard
& Poor's 500 Composite Index and the Russell 2500 Index, for the past five year
period.
COMPARISON OF FIVE YEAR CUMMULATIVE
TOTAL RETURN AMONG COMPANY, S&P 500
AND RUSSELL 2500
[PERFORMANCE GRAPH]
1990 1991 1992 1993 1994 1995
Handleman 100 100 102 114 88 90
S&P 500 100 117 134 146 154 181
Russell 2500 100 114 136 158 178 195
Assumes an investment of $100 in the Company's Common Stock, the S & P 500
Composite Index and Russell 2500 Index as of the last day of fiscal 1990. It
shows the cumulative total return for the Company's last five fiscal years
assuming reinvestment of dividends.
The Company does not believe it feasible to provide a peer group
comparison since any entities that could conceivably be deemed "peers" are
either privately-held companies or subsidiaries or divisions of larger
publicly-held companies. Therefore, the Company has selected the Russell 2500
index on the basis of similar market capitalization.
14
<PAGE> 17
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
INTRODUCTION
Decisions on compensation of the Company's Executive Officers are made by
the four members of the Compensation and Stock Option Committee (the
"Committee") of the Board. The members of the Committee are Messrs. John F.
Daly (Chairman), David Handleman, Verne G. Istock and Gilbert R. Whitaker, Jr.
GENERAL POLICIES
The overall objective of the Committee with respect to compensation of
Executive Officers is to provide a compensation program that is intended to
attract, retain and reward key management personnel who contribute to the
long-term success of the Company and to motivate Executive Officers to achieve
goals which support business strategies and business objectives of the Company.
To achieve these objectives, key management employees are paid salaries
and bonuses and are granted stock options and restricted stock awards based on
corporate performance and individual initiative and achievements. The Committee
used the services of an outside compensation consulting firm which provided
advice with respect to the reasonableness of compensation paid to its key
management employees. The consultant provided the Committee with compensation
surveys based on comparisons to different groups of corporations with
approximately the same sales volume as the Company. The Committee has not taken
into account the impact of Section 162(m) of the Internal Revenue Code (which
disallows certain deductions for executive compensation exceeding $1,000,000
per year) in determining the level of executive compensation since there is no
immediate relationship between the Company's compensation levels and the
provisions of Section 162(m).
SALARIES
Individual salary determinations of the Company's key management employees
are based on experience and sustained performance and by comparison to pay
practices with companies included in the outside consultant's compensation
survey.
BONUSES
Under the Company's bonus program, the Committee establishes a bonus pool
and specific bonus payments based on a targeted return on beginning
shareholders' equity. Key management employees participate in the bonus
program. Awards under the program are based, first, on attaining the targeted
return on equity and, second, on each participant's contribution to the
Company's business results based on both quantitative results and subjective
performance review. In fiscal 1995, the Committee took into account the
financial performance of the Company, which reflected a 10.5% return on
beginning shareholders' equity (excluding the provision for facility
realignment) and which was above the minimum targeted return established by the
Committee. Accordingly, bonuses were paid to Executive Officers pursuant to
the overall bonus program.
15
<PAGE> 18
STOCK PLANS
The Company's shareholders approved the adoption of the Handleman Company
1992 Performance Incentive Plan (the "Plan") which authorizes the granting of
stock options, stock appreciation rights and restricted stock. The Committee
believes that stock ownership by Executive Officers and stock-based performance
compensation arrangements foster an interest in the enhancement of shareholder
value and thus align management's interests with that of the shareholders. In
fiscal 1995, stock options and restricted stock were awarded pursuant to the
Plan to key employees in amounts reflecting the participant's position and
ability to influence the Company's overall performance. In determining the size
of individual awards, the Committee considered the amount of options
outstanding and previously granted, both in the aggregate and with respect to
the particular executive, and the amount of options remaining available for
grant under the Plan. The Committee's policy has been to utilize vesting
periods to encourage key employees to continue in the employ of the Company,
and to grant options to provide a long-term incentive. Generally, the exercise
price of the options is at least the fair market value of the underlying shares
on the date of the grant. Thus, such options have value only if the price of
the underlying share increases. However, with respect to certain Officers the
options granted during fiscal 1995 which have an exercise price of $14.25 per
share can only be exercised in the following manner: one-third of such options
when the Company's stock price exceeds $20.00 per share; one-third when the
Company's stock price exceeds $25.00 per share; and the balance when the
Company's stock price exceeds $30.00 per share.
In fiscal 1995, restricted shares awarded totaled 120,908 (net of
forfeitures) and may only be vested if goals are reached, but could increase to
a maximum of 216,446 if maximum targets were reached. See "Long-term Incentive
Plan-Awards in Last Fiscal Year" for information regarding restricted stock
awards for the fiscal year ended April 29, 1995. Restricted shares are held in
the custody of the Company and vest only if specified returns on shareholders'
equity are reached. These shares are treated as outstanding for purposes of
calculating earnings per share and may be voted by the participant. Cash
dividends are paid on the restricted stock holdings on the normal dividend
payment dates. The number of shares which may vest will be prorated to the
extent the performance goals are achieved. If the minimum performance goals
under which an award is issued are not satisfied, the shares are forfeited. A
portion of restricted shares granted during the fiscal year ended April 1994
were issuable if consolidated return on shareholders' equity exceeded a
predetermined threshold of performance in the fiscal 1994 and 1995 performance
period. The threshold performance level for this portion was not met and,
therefore, the restricted stock awards of 12,895, 7,111 and 6,926 shares
granted to Messrs. Strome, Hicks and Kircos, respectively, were canceled. The
Company recorded compensation expense of $150,000 related to restricted stock
in fiscal 1995.
OTHER COMPENSATION
At various times in the past the Company has adopted certain broad-based
employee benefit plans in which key management employees have been permitted to
participate and has adopted certain Executive Officer retirement, life and
health insurance and automotive plans. Other than with respect to the Company's
401(k) Plan, which includes a Company Common Stock Fund so as to further align
employees' and shareholders' long-term financial interests, benefits under
these plans are not directly or indirectly tied to Company performance.
16
<PAGE> 19
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee approved an increase in Mr. Stephen Strome's annual base
compensation effective June 13, 1994 of $60,000, representing a 17.1% increase,
to an annual base salary of $410,000. The increase was designed to place Mr.
Strome's salary to a level closer to the median level of compensation of chief
executive officers of other companies considered by the Committee and its
outside consultant. Mr. Strome was paid a bonus for fiscal year 1995 of
$115,000 based on the Company having exceeded the performance goal under its
bonus program (see "Bonus" section). No bonus was paid to Mr. Strome for fiscal
year 1994 since the Company did not attain the targeted goal in that year. Mr.
Strome was awarded a restricted stock grant totaling 13,748 shares in fiscal
1995 (see "Stock Plans" section for vesting provisions of the restricted stock
program). During fiscal 1994, Mr. Strome was awarded 12,895 restricted shares.
These shares were to be issued based on the extent that consolidated return on
shareholders equity exceeded the performance target for the fiscal 1994-1995
performance period. The threshold performance level was not met and these
shares were canceled (see Long-Term Compensation Awards in the Summary
Compensation Table). The Committee believes Mr. Stephen Strome's compensation
to be competitive with compensation practices of the companies included in the
survey prepared by the outside consultant.
BY THE COMPENSATION AND STOCK OPTION COMMITTEE:
John F. Daly (Chairman)
David Handleman
Verne G. Istock
Gilbert R. Whitaker, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John F. Daly, David Handleman, Verne G. Istock and Gilbert R. Whitaker,
Jr., currently serve as members of the Company's Compensation and Stock Option
Committee (the "Committee"). Mr. Handleman is the only Committee member who was
a former Officer or employee of the Company or any of its subsidiaries (and Mr.
Handleman retired as an officer on July 1, 1993). See "Certain Transactions
with Executive Officers and Directors" above for additional information
regarding transactions between Mr. Handleman and the Company. As noted above,
Mr. Istock, is Chairman of the Board of Directors and Chief Executive Officer
of NBD Bank and of its parent, NBD Bancorp, Inc., and Mr. Daly is a director of
Comerica Bank & Trust, F.S.B., a subsidiary of Comerica Incorporated, the
parent of Comerica Bank. As also noted above, the Company regularly transacts
business with NBD Bank and Comerica Bank. See "Certain Transactions with
Executive Officers and Directors" above for a description of such business.
17
<PAGE> 20
II. OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
Coopers & Lybrand L.L.P. is the independent public accountant for the
Company and its subsidiaries and has reported on the Company's consolidated
financial statements for the fiscal year ended April 29, 1995. The Company's
independent public accountant is appointed by the Board of Directors after
receiving recommendations from the Audit Committee. Coopers & Lybrand L.L.P.
has been reappointed for fiscal year 1996.
Representatives from Coopers & Lybrand L.L.P. are expected to be present
at the Annual Meeting of Shareholders and will have the opportunity to make a
statement at the meeting if they desire to do so, and are expected to be
available to respond to appropriate questions.
OTHER PROPOSALS
Neither the Company nor the members of its Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting, and they have no present knowledge that any other
matters will be presented for action at the Meeting by others. However, if any
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote in accordance with their
best judgment.
A shareholder proposal which is intended to be presented at the 1996
Annual Meeting of Shareholders must be received by the Company at its principal
executive offices by April 1, 1996.
By Order of the Board of Directors,
RICHARD J. MORRIS, Secretary
Dated: August 4, 1995
18
<PAGE> 21
- --------------------------------------------------------------------------------
HANDLEMAN COMPANY
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 6, 1995
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF HANDLEMAN COMPANY
David Handleman, Stephen Strome and Richard H. Cummings, and each
of them, are hereby authorized to represent and vote the stock of the
undersigned at the Annual Meeting of Shareholders to be held September
6, 1995, and at any adjournment thereof:
1. THE BOARD RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
<TABLE>
<S> <C> <C>
ELECTION OF / / FOR all nominees listed below / / WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary below) to vote for all nominees listed
below
</TABLE>
Verne G. Istock Alan E. Schwartz John M. Barth
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
----------------------------------------------------------------------
2. In their discretion with respect to any other matters that may
properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATIONS ARE
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTORS LISTED ABOVE.
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from other side)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE
GIVEN TO VOTE SUCH STOCK, AND HEREBY RATIFIES AND CONFIRMS ALL THAT
SAID ATTORNEYS AND PROXIES, OR THEIR SUBSTITUTES, MAY DO BY VIRTUE
HEREOF. IF ONLY ONE ATTORNEY AND PROXY SHALL BE PRESENT AND ACTING,
THEN THAT ONE SHALL HAVE AND MAY EXERCISE ALL THE POWERS OF SAID
ATTORNEYS AND PROXIES.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SAID
ANNUAL MEETING OF SHAREHOLDERS, THE PROXY STATEMENT RELATING THERETO
AND THE ANNUAL REPORT FOR 1995.
Dated:____________________ , 1995
_________________________________
(Signature(s) of Shareholders(s))
The signature(s) of shareholder(s)
should correspond exactly with the
name(s) stenciled hereon. Joint
owners should sign individually.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as such.
PLEASE PROMPTLY DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
