<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 14A-6(E)(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)
--Enter Company Name Here--
------------------------------------------------------------------------
(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 From 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
<PAGE>
SEI CORPORATION
680 East Swedesford Road
Wayne, Pennsylvania 19087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
The Annual Meeting of Shareholders of SEI
Corporation, a Pennsylvania business corporation,
will be held at 11:00 a.m., local time, Tuesday, May
21, 1996, at 650 East Swedesford Road, Suite 120,
Wayne, Pennsylvania, 19087 for the following
purposes:
1. To elect two directors for a term expiring at the
1999 Annual Meeting;
2. To ratify the selection of Arthur Andersen LLP as
the Company's auditors for 1996; 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 4, 1996, 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 17, 1996
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
1996 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
1996 Annual Meeting of Shareholders of the Company to
be held on May 21, 1996 (the "1996 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 1996, 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 1995 will first be sent to the Company's
shareholders on or about April 17, 1996.
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 4, 1996 are entitled to
vote at the 1996 Annual Meeting. On that date there
were 18,570,282 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
1996. 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 1996 Annual Meeting by a
plurality of votes cast at the meeting.
Messrs. Carroll and Porter, both of whom are
current members of the Board, have been nominated by
the Board of Directors for election as directors at
the 1996 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 1996 Annual
Meeting will be reduced accordingly.
The Board of Directors unanimously recommends that
the shareholders vote FOR the election of Messrs.
Carroll and Porter as directors at the 1996 Annual
Meeting.
Set forth below is certain information concerning
Messrs. Carroll and Porter and each of the five
directors whose terms continue after the 1996 Annual
Meeting.
Nominees for election at the 1996 Annual Meeting:
DONALD C. CARROLL, 65, 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
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., 61, 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, 58, 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
3
<PAGE>
the eleven-year period prior to August 1990, Mr.
Greer was President of the Trident Capital Group, a
venture capital firm.
RICHARD B. LIEB, 48, has been an Executive Vice
President of the Company since October 1990. Mr. Lieb
was named President of the Company's Investment
Systems and Services Unit in 1995. 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, 52, 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.
Directors continuing in office with terms expiring in
1998:
ALFRED P. WEST, JR., 53, 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, 55, 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, The Arbor Fund, The Advisors' Inner
Circle Fund, and The Marquis Funds, each of which is
an investment company for which the Company's
subsidiaries act as administrator and distributor.
Board and Committee The Board of Directors of the Company held eight
Meetings meetings in 1995. 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
4
<PAGE>
committees of the Board of Directors of the Company
are the Audit 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 1995, the Audit Committee met two 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 1995, 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 29, 1996 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 29,
1996, there were 18,553,438 Shares outstanding.
Information as to the
5
<PAGE>
number of Shares owned and the nature of ownership
has been provided by these persons and is not within
the direct 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/)................ 5,442,157 27.6%
Donald C. Carroll(/3/).................. 175,984 *
William M. Doran(/3/) (/4/)............. 820,320 4.2%
Henry H. Porter, Jr.(/3/)............... 54,000 *
Henry H. Greer(/3/)..................... 369,025 1.9%
Carmen V. Romeo(/3/) (/5/).............. 457,430 2.3%
Richard B. Lieb(/3/).................... 249,000 1.3%
Edward D. Loughlin(/3/)................. 114,424 *
All executive officers and directors as
a group (11 persons)(/6/).............. 8,054,766 40.8%
Thomas W. Smith(/7/).................... 1,707,200 8.6%
Thomas N. Tryforos(/7/)................. 1,449,024 7.3%
Tiger Management Corporation(/8/)....... 1,193,000 6.0%
------------------------------------------------------
</TABLE>
(1) Based upon 19,749,138 Shares which is comprised of
18,553,438 Shares outstanding on February 29, 1996
plus 1,195,700 Shares which may be acquired upon the
exercise of stock options by all executive officers
and directors as a group on or before April 30,
1996. Asterisk indicates less than 1%.
(2) Includes an aggregate of 4,000 Shares held by Mr.
West's wife and 817,454 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, 38,000,
38,000, 38,000, 341,750, 118,750, 249,000, and
109,000 Shares, respectively, which may be acquired
upon exercise of stock options exercisable on or
before April 30, 1996.
(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.
6
<PAGE>
(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
custodian. Mr. Romeo disclaims beneficial ownership
of the Shares held in custodianship.
(6) Includes 1,195,700 Shares which may be acquired upon
the exercise of stock options exercisable on or
before April 30, 1996.
(7) 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 and Tryforos share
voting and investment power with respect to
1,442,000 Shares in their capacities as general
partners to private investment limited partnerships.
Mr. Smith is the beneficial owner of an additional
65,200 Shares in his capacity as investment manager
to certain advisory clients. In addition, Messrs.
Smith and Tryforos own 200,000 and 7,024 Shares,
respectively, for their own accounts. The address of
Messrs. Smith and Tryforos is 323 Railroad Avenue,
Greenwich, CT 06830.
(8) Based upon a Schedule 13G filing with the SEC dated
February 12, 1996 indicating beneficial ownership of
1,102,100 shares by Tiger Management Corporation
("TMC") and 90,900 shares by Panther Partners, L.P.
and Panther Management Company, L.P. ("PMCLP"), with
each such entity having shared voting and
dispositive power as to such shares. Such Schedule
13G indicates that Julian H. Robertson, Jr. is the
ultimate controlling person of TMC and PMCLP and is
the beneficial owner, with shared voting and
dispositive power, of such 1,193,000 shares.
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, 1995, 1994 and 1993.
7
<PAGE>
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....... 1995 $310,000 $240,000 -0- -0- $3,600
Chairman of the Board
and 1994 $310,000 $240,000 -0- -0- $3,600
Chief Executive Officer 1993 $310,000 $200,000 -0- -0- $5,396
Henry H. Greer........... 1995 $285,000 $215,000 -0- -0- $3,600
Director, President and
Chief 1994 $285,000 $215,000 -0- 15,000 $3,600
Operating Officer 1993 $285,000 $190,000 -0- 15,000 $5,396
Richard B. Lieb.......... 1995 $260,000 $265,000 -0- -0- $3,600
Director and Executive 1994 $260,000 $150,000 -0- 20,000 $3,600
Vice President 1993 $248,846 $175,000 -0- 20,000 $5,396
Edward D. Loughlin....... 1995 $250,000 $150,000 -0- -0- $3,600
Executive Vice President 1994 $250,000 $150,000 -0- 10,000 $3,600
1993 $240,384 $134,808(5) -0- 110,000 $5,396
Carmen V. Romeo.......... 1995 $250,000 $150,000 -0- -0- $3,600
Director, Executive Vice
President 1994 $215,252 $185,000 -0- 15,000 $3,600
Treasurer, and Chief Fi-
nancial Officer 1993 $215,252 $130,000 -0- 15,000 $5,396
- ----------------------------------------------------------------------------------------------------
</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 1995, 1994 and 1993 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.
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<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 $260,000
in 1995.
The Securities and Exchange Commission's proxy
rules also require disclosure of the range of
potential realizable values from stock options
granted during the fiscal year ended December 31,
1995, at assumed rates of stock price appreciation
through the expiration date of the options, and the
value realized from the exercise of options during
the fiscal year ended December 31, 1995. No options
were granted in 1995 to the Company's Chief Executive
Officer or four other most highly compensated
executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SAR'S EXERCISE OR
OPTIONS/SAR'S GRANTED TO BASE PRICE GRANT DATE
GRANTED EMPLOYEES IN PER SHARE EXPIRATION PRESENT
NAME (#) FISCAL YEAR ($/SH) DATE VALUE($)
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alfred P. West, Jr...... -0- 0.0 N/A N/A N/A
Henry H. Greer.......... -0- 0.0 N/A N/A N/A
Richard B. Lieb......... -0- 0.0 N/A N/A N/A
Edward D. Loughlin...... -0- 0.0 N/A N/A N/A
Carmen V. Romeo......... -0- 0.0 N/A N/A N/A
-----------------------------------------------------------------------------
</TABLE>
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS/SAR'S IN-THE-MONEY
SHARES HELD AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR END (#) YEAR END ($) (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- $0.00 341,750 22,250 $3,707,812.50 $ 63,437.50
Richard B. Lieb......... -0- $0.00 249,000 27,000 $3,503,750.00 $ 66,250.00
Edward D. Loughlin...... -0- $0.00 109,000 65,000 $ 804,562.50 $242,812.50
Carmen V. Romeo......... -0- $0.00 118,750 21,250 $1,462,187.50 $ 56,562.50
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the difference between the closing price of the Company's Common
Stock at December 31, 1995 ($21.75), and the exercise price of the options.
Director Each director who is not an employee of the Company
Compensation receives $1,800 per meeting attended and an annual
retainer of $10,800. The chairman of the Audit
Committee receives an additional annual fee of
$2,400.
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 1995, 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 $21.75 per
share.
10
<PAGE>
Compensation The Company's compensation philosophy (which is
Committee Report on intended to apply to all members of management,
Executive including the Chief Executive Officer and the
Compensation 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 Committee, consisting of two non-
employee directors and Mr. West, the Chairman and
Chief Executive Officer and largest shareholder of
the Company, approves all policies and plans under
which compensation is paid or awarded to management
employees. Included in this group are management
employees of all of its business units other than
sales employees who are under sales commission
compensation. The compensation program for management
employees consists of base salary; bonuses pursuant
to incentive plans; and grants of stock options (in
addition to benefits afforded all employees such as
healthcare insurance). Included in management is the
Company's 16 member Management Committee which is
referred to herein as "senior management."
The compensation program includes annual financial
goals as well as 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 1995 and its
current strategies for compensation.
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
11
<PAGE>
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
at that time. 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. Since then the Committee
has minimized base salary increases for senior
management and, in general, base salaries have not
increased from 1992 to 1995 except in connection with
promotions or increased responsibilities of certain
individuals. The Committee expects to continue to
minimize base salary increases 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. In addition, the
Committee may retain an independent consultant in
1996 to again review management compensation in light
of that offered in comparable businesses.
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 level and also at
business unit levels. Bonus pools for achieving
targets are established for business units and for
senior management (including the Chief Executive
Officer and the President and Chief Operating
Officer). These target bonus pools are 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
12
<PAGE>
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 business unit, and any
individual achievements during the year as well as
internal and client evaluations. The amounts of the
bonuses paid to the Chief Executive Officer and the
President and Chief Operating Officer of the Company
are determined by the non-employee members of the
Compensation Committee based upon the Company's
achievement of profitability and revenue growth goals
and the achievement of strategic organizational
goals.
For 1995, the Compensation Committee approved an
incentive compensation plan in February 1995 which
included measures for Company revenue growth and
profitability, the implementation of strategic
objectives and achievement of certain special
projects. This plan was conditioned on the Company
achieving a threshold earnings per share level and
contemplated bonus pools for each business unit based
on achievement of the threshold earnings per share
level. In May 1995, the Company announced its
intention to treat the Capital Resources Division and
Defined Contribution Retirement Services Division as
discontinued operations. The threshold earnings per
share level for purposes of the incentive
compensation plans was adjusted accordingly.
In December 1995 the Compensation Committee
reviewed financial performance of the Company for
1995 and various other factors such as achievement of
1995 non-financial objectives and special projects.
The Compensation Committee determined that there had
been significant achievements in 1995 including
meeting the threshold financial goal, but
13
<PAGE>
noted that the higher target goal had not been met.
As a result, the Compensation Committee approved
incentive bonuses for senior management which, in the
aggregate, was slightly less than the amount paid in
1994; and approved incentive bonuses for all
management employees in an aggregate amount slightly
higher than the amount paid out in 1994.
Stock Options
Prior to 1992, the philosophy of the Company 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 except that Mr. West, the Chairman, Chief
Executive Officer and largest shareholder of the
Company, has never received stock option grants from
the Company.
The Compensation Committee has been reviewing the
use of stock option grants as a way to promote long-
term ownership of the Company's common stock by
management. The Committee believes that ownership of
common stock and options increases the alignment of
management's incentives to the long-term goals of the
Company and its shareholders. However, it noted that
stock options do not necessarily result in employees
retaining stock ownership over a long period. The
Compensation Committee has asked management of the
Company to complete its own review of the benefits of
stock options and how to further align management's
interests with those of shareholders. It expects
these recommendations to be received in late 1996.
Based on this ongoing review, the Compensation
Committee determined in December 1995 that option
grants for 1995 to management should be reduced from
the levels granted in 1994. The result was that the
Compensation Committee approved stock option grants
which, in the case of senior management, were
approximately one third of those granted in 1994 and
in the case of all management were approximately 60%
of those granted in 1994. 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
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<PAGE>
ten-year term and vest in four equal annual
installments measured from the date of option grant.
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 Interlocks Messrs. West, Doran and Porter. Mr. West is the Chief
and Insider Executive Officer of the Company. Mr. Doran is a
Participation partner in the law firm of Morgan, Lewis & Bockius
LLP, which performed services for the Company during
the year ended December 31, 1995. The Company
proposes to retain the services of such firm in 1996.
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,
1995. 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 1996. 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.
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
17
<PAGE>
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 20,
1996.
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 1995 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 19087
<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, Sandra K. Orlow and Kathryn Stanton, or any 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 any of them to represent and to vote as designated on the reverse,
all Shares of Common Stock of SEI Corporation held of record by the undersigned
at the close of business on April 4, 1996, at the Annual Meeting of Shareholders
to be held on May 21, 1996, and at any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
................................................................................
A [ ] Please mark your +++ +
[ X ] votes as in this + +
[ ] example +++++
(Instructions: To withhold authority to vote for any individual nominee,
strike each nominee's name from name from the list of
nominees.)
FOR ALL WITHHOLD ALL
1. Election of [ ] [ ]
Directors [ ] [ ]
FOR, except vote withheld from the following nominees.
Nominees: Donald C. Carroll
Henry H. Porter, Jr.
-----------------------------
FOR AGAINST ABSTAIN
2. Restriction of the selection of Arthur Andersen LLP [ ] [ ] [ ]
at the Company's auditors for 1996 [ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting of 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
Proposal 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, joint tenants should sign. When signing as attorney, executor,
administrator, trustee or guardian please give full title as such. If a
corporation, please sign in the corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
................................................................................
