<PAGE>
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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SEI Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
SEI
Notice of Annual Meeting
of Shareholders to be held
May 16, 1995
<PAGE>
SEI CORPORATION
680 East Swedesford Road
Wayne, Pennsylvania 19087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1995
The Annual Meeting of Shareholders of SEI
Corporation, a Pennsylvania business corporation,
will be held at 4:00 p.m., local time, Tuesday, May
16, 1995, at Suite 201 of the Meadows Training
Center, 487 Devon Park Drive, Wayne, Pennsylvania,
19087 for the following purposes:
1. To elect two directors for a term expiring at the
1998 Annual Meeting;
2. To ratify the selection of Arthur Andersen LLP as
the Company's auditors for 1995; and
3. To transact such other business as may properly come
before the Annual Meeting or any adjournments
thereof.
Only shareholders of record at the close of business
on April 5, 1995 will be entitled to notice of, and
to vote at, the Annual Meeting and at any
adjournments thereof.
By order of the Board of Directors,
William M. Doran
Secretary
April 24, 1995
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO
COMPLETE, SIGN, AND RETURN THE ACCOMPANYING PROXY
CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
SEI CORPORATION
680 East Swedesford Road
Wayne, PA 19087
PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of SEI
Corporation (the "Company") of proxies for use at the
1995 Annual Meeting of Shareholders of the Company to
be held on May 16, 1995 (the "1995 Annual Meeting"),
and at any adjournments thereof. Action will be taken
at the meeting upon the election of two directors,
ratification of the selection of Arthur Andersen LLP
as the Company's auditors for 1995, and such other
business as may properly come before the meeting and
any adjournments thereof. This Proxy Statement, the
accompanying proxy card, and the Company's Annual
Report for 1994 will first be sent to the Company's
shareholders on or about April 24, 1995.
VOTING AT THE MEETING
Only the holders of the Company's Common Stock, par
value $.01 per share ("Shares"), of record at the
close of business on April 5, 1995 are entitled to
vote at the 1995 Annual Meeting. On that date there
were 18,815,859 Shares outstanding and entitled to be
voted at the meeting. Each holder of Shares entitled
to vote will have the right to one vote for each
Share standing in his or her name on the books of the
Company. See "Ownership of Shares" for information
regarding the ownership of Shares by directors,
nominees, officers, and certain shareholders of the
Company.
The Shares represented by each properly executed
proxy card will be voted in the manner specified by
the shareholder. If instructions to the contrary are
not given, such Shares will be voted FOR the election
to the Board of Directors of the nominees listed
herein and FOR ratification of the selection of
Arthur Andersen LLP as the Company's auditors for
1995. If any other matters are properly presented to
the meeting for action, the
1
<PAGE>
proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in
accordance with their best judgment.
Execution of the accompanying proxy card will not
affect a shareholder's right to attend the meeting
and vote in person. Any shareholder giving a proxy
has the right to revoke it by giving written notice
of revocation to the Secretary of the Company at any
time before the proxy is voted. Under the
Pennsylvania Business Corporation Law, if a
shareholder (including a nominee, broker, or other
record owner) records the fact of abstention or fails
to vote (including broker non-votes) either in person
or by proxy, such action is not considered a vote
cast and will have no effect on the election of
directors or voting upon Proposal two.
Proposal No. 1 ELECTION OF DIRECTORS
The Board of Directors of the Company currently
consists of seven members and is divided into three
classes, two classes each being comprised of two
directors and one class being comprised of three
directors. One class is elected each year to hold
office for a three-year term and until successors of
such class are duly elected and qualified, except in
the event of death, resignation, or removal. Subject
to shareholder approval at this meeting, two
directors will be elected for the current class. This
class will be elected at the 1995 Annual Meeting by a
plurality of votes cast at the meeting.
Messrs. West and Doran, both of whom are current
members of the Board, have been nominated by the
Board of Directors for election as directors at the
1995 Annual Meeting. Shares represented by properly
executed proxy cards in the accompanying form will be
voted for such nominees in the absence of
instructions to the contrary. The nominees have
consented to be named and to serve if elected. The
Company does not know of anything that would preclude
the nominees from serving if elected. If, for any
reason, a nominee should become unable or unwilling
to stand for election as a director, either the
Shares represented by all proxies authorizing votes
for such nominee will be voted for the election of
such other person as the Board of Directors may
recommend, or the
2
<PAGE>
number of directors to be elected at the 1995 Annual
Meeting will be reduced accordingly.
The Board of Directors unanimously recommends that
the shareholders vote FOR the election of Messrs.
West and Doran as directors at the 1995 Annual
Meeting.
Set forth below is certain information concerning
Messrs. West and Doran and each of the five directors
whose terms continue after the 1995 Annual Meeting.
Nominees for election at the 1995 Annual Meeting:
ALFRED P. WEST, JR., 52, has been the Chairman of the
Board of Directors and Chief Executive Officer of the
Company since its inception in 1968. From June 1979
until August 1990, Mr. West also served as the
Company's President. He is a member of the
Compensation Committee of the Board.
WILLIAM M. DORAN, 54, has been a director since March
1985 and is a member of the Compensation Committee of
the Board. Mr. Doran is Secretary of the Company and
since October 1976 has been a partner in the law firm
of Morgan, Lewis & Bockius, Philadelphia,
Pennsylvania. Mr. Doran is a trustee of SEI Liquid
Asset Trust, SEI Tax Exempt Trust, SEI Daily Income
Trust, SEI Institutional Managed Trust, SEI Index
Funds, SEI International Trust, Insurance Investment
Products Trust, FFB Lexicon Funds, The Arbor Fund,
The Advisors' Inner Circle Fund, The PBHG Funds,
Inc., Investor Funds, Inc., and The Marquis Funds,
each of which is an investment company for which the
Company's subsidiaries act as administrator and
distributor.
Directors continuing in office with terms expiring in
1996:
DONALD C. CARROLL, 64, has been a director since
November 1979 and is the Chairman of the Audit
Committee of the Board. Dr. Carroll has been a
financial consultant since 1986. From 1984 until
November 1986, he was Chairman of CGW Data Services,
Inc., a computer services company. From 1972 until
1985, Dr. Carroll was Professor of Management and
3
<PAGE>
Decision Sciences of the Wharton School of the
University of Pennsylvania, and from 1972 until 1983
he served as Dean of the Wharton School. Dr. Carroll
is the Chairman of Schulco, Inc., a privately-held
company, and is a member of the Board of Directors of
Vestaur Securities, Inc., a publicly-held company.
HENRY H. PORTER, JR., 60, has been a director since
September 1981 and is a member of the Audit and
Compensation Committees of the Board. Since June
1980, Mr. Porter has been a private investor and
financial consultant. Mr. Porter is a member of the
Board of Directors of Caldwell & Orkin Funds, Inc.,
which is an investment company.
Directors continuing in office with terms expiring in
1997:
HENRY H. GREER, 57, has been a director since
November 1979 and is a member of the Audit Committee
of the Board. Mr. Greer has served as the Company's
President and Chief Operating Officer since August
1990. From May 1989 until August 1990, Mr. Greer
served as President of the Company's Benefit Services
Division under a consulting arrangement. For the
eleven-year period prior to August 1990, Mr. Greer
was President of the Trident Capital Group, a venture
capital firm.
RICHARD B. LIEB, 47, has been an Executive Vice
President of the Company since October 1990. Mr. Lieb
was President and Chief Executive Officer of the
Company's Insurance Asset Services Division from
March 1989 until October 1990. From 1986 to 1989, Mr.
Lieb served in various executive positions with the
Company.
CARMEN V. ROMEO, 51, has been an Executive Vice
President of the Company since December 1985 and has
been Treasurer, Chief Financial Officer, and a
director since June 1979.
Board and Committee The Board of Directors of the Company held six
Meetings meetings in 1994. During the year, all directors
attended at least 75% of all meetings of the Board of
Directors and of the committees on which they served.
Standing committees of the Board of Directors of the
Company are the Audit
4
<PAGE>
Committee and Compensation Committee. Members of the
Audit Committee are Messrs. Carroll, Greer and
Porter. Members of the Compensation Committee are
Messrs. West, Doran and Porter.
During 1994, the Audit Committee met three times.
The principal functions of the Audit Committee are to
review with management and the Company's independent
public accountants the scope and results of the
various audits conducted during the year; to discuss
with management and the Company's independent public
accountants the Company's annual financial
statements; and to review fees paid to, and the scope
of services provided by, the Company's independent
public accountants.
During 1994, the Compensation Committee met four
times. The principal function of the Compensation
Committee is to administer the Company's compensation
programs, including its stock option plans and bonus
and incentive plans. The Committee also reviews with
management and approves the salaries of senior
corporate officers and employment agreements between
the Company and senior corporate officers.
The Board of Directors does not have a Nominating
Committee. The Board will consider nominees for
election to the Board of Directors recommended by the
Company's shareholders. All such recommendations
should be submitted in writing to the Board at the
Company's principal office.
OWNERSHIP OF SHARES
The following table contains information as of
February 27, 1995 relating to the beneficial
ownership of Shares by each of the nominees for
election to, and members of, the Board of Directors,
by the Chief Executive Officer and each of the four
other most highly compensated executive officers of
the Company, by the nominees for election to, and
members of, the Board of Directors and the Company's
officers as a group, and by the holders of 5% or more
of the total Shares outstanding. As of February 27,
1995, there were 18,771,992 Shares outstanding.
Information as to the number of Shares owned and the
nature of ownership has been provided by these
persons and is not within the direct
5
<PAGE>
knowledge of the Company. Unless otherwise indicated,
the named persons possess sole voting and investment
power with respect to the Shares listed.
<TABLE>
<CAPTION>
PERCENT
NAME OF INDIVIDUAL NUMBER OF OF
OR IDENTITY OF GROUP SHARES OWNED CLASS (1)
---------------------------------------------------------------
<S> <C> <C>
Alfred P. West, Jr.(2).................. 5,588,349 28.2%
Donald C. Carroll(3).................... 171,984 *
William M. Doran(3) (4)................. 816,320 4.1%
Henry H. Porter, Jr.(3)................. 50,000 *
Henry H. Greer(3)....................... 346,154 1.7%
Carmen V. Romeo(3) (5).................. 444,930 2.2%
Richard B. Lieb(3)...................... 232,000 1.2%
Edward D. Loughlin(3)................... 78,138 *
All executive officers and directors as
a group (12 persons)(6)................ 7,940,107 40.0%
GeoCapital Corporation(7)............... 1,306,200 6.6%
Thomas W. Smith(8)...................... 1,779,400 9.0%
Edward J. McAree(8)..................... 1,384,000 7.0%
Thomas N. Tryforos(8)................... 1,389,044 7.0%
T. Rowe Price Associates, Inc.(9)....... 1,311,500 6.6%
---------------------------------------------------------------
</TABLE>
(1) Asterisk indicates less than 1%.
(2) Includes an aggregate of 4,000 Shares held by Mr.
West's wife and 816,554 Shares held in trusts for
the benefit of Mr. West's children, of which Mr.
West's wife is a trustee or co-trustee. Mr. West
disclaims beneficial ownership of the Shares held in
trust. Mr. West's address is c/o SEI Corporation,
680 East Swedesford Road, Wayne, PA 19087.
(3) Includes, with respect to Messrs. Carroll, Doran,
Porter, Greer, Romeo, Lieb, and Loughlin, 40,000,
46,000, 40,000, 320,750, 106,250, 232,000, and
74,000 Shares, respectively, which may be acquired
upon exercise of stock options exercisable on or
before April 28, 1995.
(4) Includes an aggregate of 699,000 Shares held in
trust for the benefit of Mr. West's children, of
which Mr. Doran is a co-trustee and, accordingly,
shares voting and investment power. Mr. Doran
disclaims beneficial ownership of the Shares held in
trust.
(5) Includes an aggregate of 5,500 Shares held in
custodianship for the benefit of Mr. Romeo's minor
children, of which Mr. Romeo's brother is a
6
<PAGE>
custodian. Mr. Romeo disclaims beneficial ownership of
the Shares held in custodianship.
(6) Includes 1,066,250 Shares which may be acquired upon
the exercise of stock options exercisable on or
before April 28, 1995.
(7) Based upon a Schedule 13G filing with the SEC dated
February 9, 1995. GeoCapital Corporation
("GeoCapital") has no voting power and sole
dispositive power with respect to these Shares which
are owned beneficially by GeoCapital on behalf of its
advisory clients. By virtue of their ownership
interest in GeoCapital, Irwin Lieber and Barry R.
Fingerhut may be deemed to be indirect beneficial
owners of these Shares, although such individuals
have disclaimed such ownership. GeoCapital's address
and the address of each of Messrs. Lieber and
Fingerhut is 767 Fifth Avenue, New York, NY 10153.
(8) Based upon a Schedule 13D filing with the SEC dated
July 31, 1992, as amended on August 26, 1992, and May
13, 1993. Messrs. Smith, McAree and Tryforos share
voting and investment power with respect to 1,382,000
Shares in their capacities as general partners to
private investment limited partnerships. Mr. Smith is
the beneficial owner of an additional 197,400 Shares
in his capacity as investment manager to certain
advisory clients. In addition, Messrs. Smith, McAree,
and Tryforos own 200,000, 2,000, and 7,044 Shares,
respectively, for their own accounts. The address of
Messrs. Smith, McAree, and Tryforos is 323 Railroad
Avenue, Greenwich, CT 06830.
(9) Based upon a Schedule 13G filing with the SEC dated
February 14, 1995. These Shares are owned by various
individual and institutional investors for which T.
Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct
investments and/or sole power to vote the
securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner
of such Shares; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner
of such Shares.
7
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table set forth below
includes individual compensation information on the
Company's Chief Executive Officer and the Company's
four other most highly paid executive officers for
services rendered in all capacities for the years
ended December 31, 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------- -------------------
OTHER ANNUAL SECURITIES ALL OTHER
FISCAL SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME & PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($) (3) OPTIONS/SAR'S ($) (4)
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alfred P. West, Jr............... 1994 $310,000 $240,000 -0- -0- $3,600
Chairman of the Board and 1993 $310,000 $200,000 -0- -0- $5,396
Chief Executive Officer 1992 $310,000 -0- -0- -0- $4,364
Henry H. Greer................... 1994 $285,000 $215,000 -0- 15,000 $3,600
Director, President and Chief 1993 $285,000 $190,000 -0- 15,000 $5,396
Operating Officer 1992 $285,000 -0- -0- 14,000 $4,364
Richard B. Lieb.................. 1994 $260,000 $150,000 -0- 20,000 $3,600
Executive Vice President 1993 $248,846 $175,000 -0- 20,000 $5,396
1992 $231,000 -0- -0- 8,000 $4,364
Edward D. Loughlin............... 1994 $250,000 $150,000 -0- 10,000 $3,600
Executive Vice President 1993 $240,384 $134,808(5) -0- 110,000 $5,396
1992 $150,000 $ 50,000(5) -0- 10,000 $4,364
Carmen V. Romeo.................. 1994 $215,252 $185,000 -0- 15,000 $3,600
Director, Executive Vice 1993 $215,252 $130,000 -0- 15,000 $5,396
President, Treasurer, and 1992 $215,252 -0- -0- 10,000 $4,364
Chief Financial Officer
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Compensation deferred at the election of the executive, pursuant to the
Company's Capital Accumulation Plan ("CAP"), is included in the year earned.
(2) Cash bonuses for services rendered during 1994, 1993 and 1992 have been
listed in the year earned, but were actually paid in the following fiscal
year.
(3) The table does not include the discount that the executive received when he
purchased Shares of Common Stock pursuant to the Company's Employee Stock
Purchase Plan, which permits all employees of the Company who satisfy
certain length of service requirements to purchase Shares of Common Stock at
85% of fair market value.
(4) The stated amounts are Company matching contributions to the CAP.
(5) Includes amounts paid to Mr. Loughlin as sales compensation. Mr. Loughlin
served in a sales role during part of 1993 and 1992.
8
<PAGE>
The Company has an employment agreement with Mr.
West (which renews annually in May) pursuant to which
he is entitled to a certain minimum base salary, a
bonus based on the performance of the Company, and
certain retirement benefits. The Company also has an
employment agreement with Mr. Richard B. Lieb,
Executive Vice President of the Company. Mr. Lieb's
employment agreement is for a one-year term and
renews annually in July of each year unless
terminated prior thereto by either Mr. Lieb or the
Company. In the event that the Company terminates his
employment agreement without cause, Mr. Lieb is
entitled to one year's severance pay. Mr. Lieb's
employment agreement provides for a certain minimum
base salary and participation in management bonus
programs. Mr. Lieb received a base salary of $260,000
in 1994.
The Securities and Exchange Commission's proxy
rules also require disclosure of the range of
potential realizable values from stock options
granted during the fiscal year ended December 31,
1994, at assumed rates of stock price appreciation
through the expiration date of the options, and the
value realized from the exercise of options during
the fiscal year ended December 31, 1994.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SAR'S EXERCISE OR
OPTIONS/SAR'S GRANTED TO BASE PRICE GRANT DATE
GRANTED EMPLOYEES IN PER SHARE EXPIRATION PRESENT
NAME (#) (1) FISCAL YEAR ($/SH) DATE VALUE($)(2)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alfred P. West, Jr...... -0- -- -- -- $ 0.00
Henry H. Greer.......... 15,000 2.7 $18.25 12/13/04 $151,650.00
Richard B. Lieb......... 20,000 3.5 $18.25 12/13/04 $202,200.00
Edward D. Loughlin...... 10,000 1.8 $18.25 12/13/04 $101,100.00
Carmen V. Romeo......... 15,000 2.7 $18.25 12/13/04 $151,650.00
---------------------------------------------------------------------------------------
</TABLE>
(1) All options granted to the named executive officers
were non-qualified options granted on December 13,
1994, at an exercise price equal to the fair market
value on such date. All options become exercisable
in four equal annual installments beginning one year
from the date of option grant.
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<PAGE>
(2)Based on the Black-Scholes option pricing model
adapted for use in valuing executive stock options.
The actual value, if any, an executive officer may
realize will depend on the excess of the stock price
over the exercise price on the date of exercise;
therefore, there is no assurance that the value
actually received by an executive officer will be at
or near the value estimated by the Black-Scholes
model. The estimated values under the model are based
on arbitrary assumptions as to variables such as
interest rates, stock price, volatility, and future
dividend yield. The key assumptions used in the
Black-Scholes model valuation of the options are (i)
an annual dividend yield of .46%, (ii) a risk free
rate of return of 7.70%, (iii) a beta coefficient of
36.62%, (iv) an exercise date of 10 years from the
date of grant, and (v) no reduction in values to
reflect non-transferability and other restrictions on
the options. These assumptions are not a forecast of
future dividend yield or stock price performance or
volatility.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS/SAR'S IN-THE-MONEY
SHARES HELD AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR END (#) YEAR END ($) (1)
EXERCISE REALIZED ------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alfred P. West, Jr...... -0- $0.00 -0- -0- $ 0.00 $ 0.00
Henry H. Greer.......... -0- $0.00 320,750 43,250 $2,140,375.00 $75,375.00
Richard B. Lieb......... -0- $0.00 232,000 44,000 $2,399,125.00 $38,875.00
Edward D. Loughlin...... -0- $0.00 71,500 102,500 $ 324,375.00 $46,250.00
Carmen V. Romeo......... -0- $0.00 103,750 36,250 $ 925,000.00 $46,250.00
- - ---------------------------------------------------------------------------------------------------
</TABLE>
(1)Represents the difference between the closing price of the Company's Common
Stock at December 31, 1994, and the exercise price of the option.
Director Compensation Each director who is not an employee of the Company
receives $1,800 per meeting attended and an annual
retainer of $10,800. The chairman of the Audit
Committee and the chairman of the Compensation
Committee each receive an additional annual fee of
$2,400.
10
<PAGE>
Under the Company's Stock Option Plan for Non-
Employee Directors (the "Directors' Option Plan"),
which was approved by the shareholders at the 1988
Annual Meeting, each director not employed by the
Company is awarded an option on the last business day
of each year to purchase 4,000 Shares. These options
have an exercise price equal to the fair market value
of the Shares as of the date of grant and a ten-year
term. The options become exercisable in four equal
annual installments beginning one year from the date
of option grant. Options generally terminate 30 days
after the optionee ceases to be a non-employee
director of the Company, except that this period is
extended to one year in the event such termination
was due to the director's death, disability, or
employment by the Company.
In 1994, Messrs. Carroll, Doran and Porter, the
Company's non-employee directors, each received
options under the Directors' Option Plan to purchase
4,000 Shares at an exercise price of $17.25 per
share.
Compensation The Company's executive compensation philosophy
Committee Report on (which is intended to apply to all members of senior
Executive management, including the Chief Executive Officer and
Compensation the President and Chief Operating Officer), as
implemented by the Compensation Committee, is to
provide a compensation
program which results in competitive levels of
compensation while providing incentives for
management to attain the Company's annual goals and
longer term objectives. The compensation is primarily
in the form of base salary, incentive bonuses and
stock options. The compensation program includes
annual financial goals as well as group and
individualized non-financial goals which are expected
to have future financial benefits to the Company. The
program is reviewed each year and adjusted at the
beginning of the year to reflect the financial and
non-financial goals for that year. The Company
believes that this compensation approach has enabled
it to attract and retain highly qualified personnel
who support and implement the Company's goals.
The discussion below describes the Compensation
Committee's compensation process for senior
management during 1994 and its current strategies for
compensation.
11
<PAGE>
Base Salaries
The Compensation Committee seeks to set base salaries
for senior management at levels that are competitive
with salaries paid to management with comparable
qualifications, experience, and responsibilities at
companies of comparable size engaged in the same or
similar businesses as the Company. Several years ago,
the Company retained an independent compensation
consultant to provide competitive compensation
information which was used by the Compensation
Committee in reviewing base salaries and total
compensation for senior management. Based upon this
information, the Company believes the base salaries
for senior management were then set at or near the
median of competitive base salaries. The base salary
for each executive officer, including the Chief
Executive Officer and the President and Chief
Operating Officer, is reviewed annually. In 1992,
1993 and 1994, senior management base salaries were
not increased except in connection with promotions or
increased responsibilities of certain individuals.
Although the Compensation Committee may adjust base
salaries based on its assessment of the person's past
performance, competitive salaries, and its
expectation as to his or her future contributions in
leading the Company and its businesses, the Committee
expects base salary increases to be minimized in the
future with more compensation tied to performance
objectives. Base salaries, however, may be adjusted
if an officer is promoted to a higher level
management position or is given increased
responsibilities.
Incentive Bonuses
During the first quarter of each year, the
Compensation Committee reviews target goals of
profitability and revenue growth for the Company
which are developed by the Chief Executive Officer,
the President and Chief Operating Officer, and senior
management of the Company. The Compensation Committee
uses these to set threshold and target goals of
profitability and revenue growth for purposes of the
incentive compensation plan for the year. Goals are
established at the corporate
12
<PAGE>
level and also at market unit levels. Bonus pools for
achieving targets are established for market units
and for senior management (including the Chief
Executive Officer and the President and Chief
Operating Officer). These target bonus pools will be
prorated if the target goals are exceeded or if they
are not met, provided that the threshold goals are
met. In addition, the size of the final bonus pools
may be adjusted for non-financial achievements,
changes in the market units or other organizational
changes during the year. During December of each
year, the Compensation Committee reviews the
Company's actual performance as compared to the
threshold and target goals and determines the total
amount of bonuses for the year and the specific
bonuses to be paid to the Chief Executive Officer,
the President and Chief Operating Officer and senior
management. The amount of the bonus paid to each
member of senior management (other than the Chief
Executive Officer and the President and Chief
Operating Officer) is based upon recommendations from
the Chief Executive Officer and the President and
Chief Operating Officer and reflects, in addition to
overall Company performance, the performance of his
or her unit, and any individual achievements during
the year as well as internal and external client
evaluations. The amount of the bonuses paid to the
Chief Executive Officer and the President and Chief
Operating Officer of the Company is determined by the
Compensation Committee based upon the Company's
achievement of profitability and revenue growth goals
and the achievement of strategic organizational
goals.
For 1994, the Company exceeded its threshold goals
but did not meet its target profitability and revenue
growth goals established by the Compensation
Committee. At the same time, the Company achieved a
number of strategic objectives, including an
organizational restructuring designed to enhance the
Company's focus and strategic direction. Based on the
foregoing and after making certain adjustments for
non-financial goals achieved and certain individual
achievements, the Compensation Committee approved
final bonus pools for 1994 which totalled
approximately 80% of the target bonus pools.
13
<PAGE>
Stock Options
Prior to 1992, the philosophy of the Company, through
the Compensation Committee, was to grant stock
options to senior management as an additional form of
compensation for services rendered. In accordance
with this philosophy, senior management normally
would receive option grants each year. The
Compensation Committee is reviewing the
appropriateness of that philosophy and ways to
promote long-term ownership of the Company's Common
Stock by senior management. The Company believes that
ownership will strengthen the alignment of
management's incentives to the long-term goals of the
Company and its shareholders. In an attempt to move
toward strengthening the long-term focus of stock
option grants, the Company may establish programs
which assist with retention of stock acquired through
exercise of options. The Compensation Committee also
is considering the total number of options which
might be appropriate for certain positions or levels
of responsibility. Once such levels are determined,
only extraordinary individual performance or other
peculiar circumstances would result in additional
grants of options in excess of such levels unless the
employee was promoted to a higher level management
position or was given increased responsibilities.
Thus, certain members of senior management would
ultimately receive intermittent option grants instead
of annual grants. In addition, the Chief Executive
Officer, who is the founder and a controlling
shareholder of the Company, has not received any
option grants from the Company during the past three
years.
During 1994, the Compensation Committee awarded
non-qualified stock options for an aggregate of
564,500 Shares to 94 management level employees
(including the named officers). The exercise price of
these options was the fair market value of the Common
Stock on the date of grant. As with prior grants,
these stock options have a ten-year term and vest in
four equal annual installments measured from the date
of option grant.
14
<PAGE>
This report of the Compensation Committee shall
not be deemed incorporated by reference by any
general statement incorporating by reference this
proxy statement into any filing under the Securities
Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically
incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE
Alfred P. West, Jr.
William M. Doran
Henry H. Porter, Jr.
Compensation Members of the Company's Compensation Committee are
Committee Messrs. West, Doran and Porter. Mr. West is the Chief
Interlocks and Executive Officer of the Company. Mr. Doran is a
Insider Participation partner in the law firm of Morgan, Lewis & Bockius,
which performed services for the Company during the
year ended December 31, 1994. The Company proposes to
retain the services of such firm in 1995.
15
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below compares the
yearly percentage change in the cumulative total
return (based upon changes in share prices) of the
Company's Common Stock against the NASDAQ National
Market System ("NASDAQ Market Index") and a peer
industry group that consists of software, data
processing companies (40%) and financial, fund
management companies (60%). The percentage allocation
for each industry group is based on the percentage of
the Company's revenue attributable to each line of
business during the fiscal year ended December 31,
1994. The graph assumes a $100 investment on January
1, 1990 and the reinvestment of all dividends.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG SEI CORPORATION, PEER GROUP AND NASDAQ MARKET INDEX
<CAPTION>
NASDAQ
Measurement period SEI PEER MARKET
(Fiscal Year Covered) CORPORATION GROUP INDEX
- - --------------------- ----------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 $ 124.54 $ 97.4 $ 81.12
FYE 12/31/91 $ 147.95 $ 149.11 $ 104.14
FYE 12/31/92 $ 181.69 $ 161.33 $ 105.16
FYE 12/31/93 $ 302.33 $ 195.2 $ 126.14
FYE 12/31/94 $ 200.47 $ 209.03 $ 132.44
</TABLE>
16
<PAGE>
The Stock Price Performance Graph shall not be
deemed incorporated by reference by any general
statement incorporating by reference this proxy
statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934,
except to the extent the Company specifically
incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
Proposal No. 2 RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has appointed Arthur Andersen
LLP, independent public accountants, to be the
Company's auditors for 1995. Although not required to
do so, the Board has determined that it would be
desirable to request ratification of this appointment
by the holders of Shares of the Company. If such
ratification is not received, the Board will
reconsider the appointment. Representatives of Arthur
Andersen LLP are expected to be available at the
Annual Meeting to respond to appropriate questions
and to make a statement if they so desire.
The affirmative vote of a majority of the votes
cast at the Annual Meeting by the holders of the
outstanding Shares is required for the ratification
of this selection. The Board of Directors unanimously
recommends that the shareholders vote FOR approval of
this proposal.
SECTION 16(A) REPORTING
Each director and officer of the Company who is
subject to Section 16 of the Securities Exchange Act
of 1934 (the "Act") is required by Section 16(a) of
the Act to report to the Securities and Exchange
Commission by a specified date his or her
transactions in the Company's securities. Based on a
review of documents filed with the Securities and
Exchange Commission, it has been determined that the
annual Form 5 for Mr. Henry Greer was filed two days
late.
17
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, management
knows of no other matters to be presented for action
at the Annual Meeting. However, if any further
business should properly come before the Annual
Meeting, the persons named as proxies in the
accompanying proxy card will vote on such business in
accordance with their best judgment.
SOLICITATION OF PROXIES
The accompanying proxy card is solicited on behalf of
the Board of Directors of the Company. Following the
original mailing of the proxy materials, proxies may
be solicited personally by officers and employees of
the Company, who will not receive additional
compensation for these services. The Company will
reimburse banks, brokerage firms, and other
custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material
to beneficial owners of Shares.
PROPOSALS OF SHAREHOLDERS
Proposals which shareholders intend to present at the
next Annual Meeting of Shareholders of the Company
must be received by the Secretary of the Company at
its principal offices (680 East Swedesford Road,
Wayne, Pennsylvania 19087) no later than December 16,
1995.
ADDITIONAL INFORMATION
The Company will provide without charge to any person
from whom a proxy is solicited by the Board of
Directors, upon the written request of such person, a
copy of the Company's 1994 Annual Report on Form 10-
K, including the financial statements and schedules
thereto, required to be filed with the Securities and
Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended. Such
written requests should be directed to Murray A.
Louis, Vice President, at the Company's principal
offices.
18
<PAGE>
SEI Corporation 680 East Swedesford Road Wayne, PA 14087
<PAGE>
PROXY SEI CORPORATION PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned shareholder of SEI Corporation (the "Company") hereby appoints
Kevin P. Robins and Edward T. Haslam, or either of them (with full power to act
alone in the absence of the other and with full power of substitution in each),
the proxy or proxies of the undersigned, and hereby authorizes both of them to
represent and to vote as designated below, all Shares of Common Stock of SEI
Corporation held of record by the undersigned at the close of business on April
5, 1995, at the Annual Meeting of Shareholders to be held on May 16, 1995, and
at any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] Please mark your
votes as in this
example.
(Instructions: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list of nominees.)
FOR ALL WITHHOLD ALL Nominees: Alfred P. West, Jr.
1. Election of [ ] [ ] William M. Doran
Directors
FOR, except vote withheld from the following nominee(s):
- - --------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as the Company's
auditors for 1995:
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
This proxy, when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR Proposals 1 and 2.
CHECK HERE FOR ADDRESS CHANGE [ ]
CHECK HERE IF YOU PLAN TO ATTEND [ ]
THE MEETING
Please mark, sign, date, and return the proxy card promptly using the enclosed
envelope.
SIGNATURE(S) ____________________________________ DATE _______________________
Note: Please sign exactly as name appears hereon. When Shares are held by joint
tenants, all joint tenants should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give the full title as such. If a
corporation, please sign in the full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
