<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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BCT International, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BCT International, Inc.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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>
BCT INTERNATIONAL, INC.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
NOTICE OF 1997 ANNUAL
MEETING OF STOCKHOLDERS
-----------------------
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of BCT
International, Inc., (the "Company") will be held at the Radisson Bahia Mar
Beach Resort, 801 Seabreeze Boulevard, Fort Lauderdale, Florida on Friday,
November 21, 1997 at 9:00 a.m. (local time) for the following purposes:
A. To elect directors.
B. To consider and vote on:
(1)A proposal to approve the selection by the Board of Directors of the
firm of Price Waterhouse LLP as independent auditors of the Company
for the fiscal year ending February 28, 1998.
C. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on September 19, 1997
are entitled to notice of and to vote at the annual meeting.
The Company's Proxy Statement is submitted herewith. The Company's Annual
Report for the fiscal year ended February 28, 1997 is enclosed.
By Order of the Board of Directors
/s/ Michael R. Hull
MICHAEL R. HULL
Secretary
A proxy is enclosed with this Notice and Proxy Statement. Please COMPLETE,
SIGN, DATE and promptly return your proxy in the enclosed envelope. This will
assure a quorum and save further solicitation costs. If you attend the meeting,
you may revoke your proxy and vote in person by giving notice to the Secretary
in writing before the proxy is voted.
<PAGE>
BCT INTERNATIONAL, INC.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
Telephone (954) 563-1224
1997 ANNUAL
MEETING OF STOCKHOLDERS
-------------------
PROXY STATEMENT
-------------------
OCTOBER 10, 1997
GENERAL INFORMATION
Introduction
The enclosed proxy, which is to be used only at the Annual Meeting of
Stockholders of BCT International, Inc., (the "Company") to be held on November
21, 1997 and any and all adjournments thereof (the "Annual Meeting"), is
solicited on behalf of the Board of Directors of the Company at the Company's
expense. The purposes of the Annual Meeting are set forth in the accompanying
Notice of 1997 Annual Meeting of Stockholders.
The solicitation is being made by mail, but officers of the Company may
solicit proxies personally, by telephone, fax or by telegram. The Company does
not presently intend to pay compensation to anyone for the solicitation of
proxies, except that it will reimburse brokers, custodians and other nominees
and fiduciaries for the cost of transmitting the proxy material to stockholders.
Any stockholder executing a proxy retains the right to revoke it by written
notice to the Secretary of the Company at any time before it is voted.
Only holders of record of issued and outstanding Common Stock, $.04 par
value per share ("Common Stock"), of the Company at the close of business on
September 19, 1997 are entitled to vote at the Annual Meeting. Each share is
entitled to one vote. As of that date, the Company had outstanding 5,458,277
shares of Common Stock. The presence, in person or by proxy, of a majority of
the issued and outstanding Common Stock of the Company will constitute a quorum
for the transaction of business at the Annual Meeting.
Shares represented by proxy in the form enclosed, duly executed and
returned to the Company prior to or at the Annual Meeting and not revoked, will
be voted. Where a specification is made by means of the ballot provided in the
proxy, such proxy will be voted in accordance with such specification. Where no
such specification is made, such proxy will be voted for the election of
Directors and in favor of the proposal described herein and listed as Proposal 1
in the accompanying Notice of 1997 Annual Meeting of Stockholders.
-1-
<PAGE>
As of this date, the Board of Directors is not aware that any matter is to
be presented for action at the Annual Meeting other than those referred to in
the Notice of 1997 Annual Meeting of Stockholders, but the proxy form sent
herewith, if executed and returned, gives discretionary authority with respect
to any other matters that may come before the Annual Meeting.
This proxy material, including the Notice of 1997 Annual Meeting of
Stockholders, Proxy Statement, Proxy and Annual Report for the fiscal year ended
February 28, 1997, was first mailed to stockholders on or about October 13,
1997.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of September 19, 1997, information with
respect to the only persons known to the Company to be beneficial owners of more
than 5% of the Company's outstanding stock (excluding treasury stock), as well
as the beneficial ownership of all directors and officers of the Company
individually and all directors and officers as a group. Based on the information
available to the Company, except as set forth in the accompanying footnotes,
each person has sole investment and voting power with respect to the shares of
Common Stock indicated. At September 19, 1997, 5,458,277 shares of common stock
were outstanding.
<TABLE>
<CAPTION>
Number of Shares Percent of
Beneficially Outstanding
Name Owned (1) Common Stock
- - ---- --------- ------------
<S> <C> <C>
Certain Beneficial Owners:
Steven N. Bronson 1,635,320 1(2) 11.17%
Barber & Bronson, Inc.
2101 West Commercial Blvd.
Suite 1500
Fort Lauderdale, FL 33309
Officers and Directors:
William A. Wilkerson 1,316,386 (3) 22.65%
Bill LeVine 695,032 (4) 12.57%
Henry A. Johnson 151,847 (5) 2.77%
Alvin Katz 20,000 (6) .37%
Raymond J. Kiernan 91,500 (7) 1.65%
Thomas J. Cassady 36,250 (8) .66%
James H. Kaufenberg 52,000 (9) .94%
All Officers and Directors 2,363,015(10) 38.84%
as a group (7 persons)
- - ----------------------
</TABLE>
-2-
<PAGE>
(1) This column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule 13d-3 of the
Securities and Exchange Commission ("SEC").
(2) Includes 228,750 shares covered by currently exercisable warrants.
(3) Includes 353,750 shares covered by currently exercisable stock options.
(4) Includes 71,250 shares covered by currently exercisable stock options.
(5) Includes 28,750 shares covered by currently exercisable stock options.
(6) Includes 20,000 shares covered by currently exercisable stock options.
(7) Includes 82,500 shares covered by currently exercisable stock options.
(8) Includes 20,000 shares covered by currently exercisable stock options.
(9) Includes 50,000 shares covered by currently exercisable stock options.
(10) Includes 626,250 shares covered by currently exercisable stock options.
-3-
<PAGE>
Availability of Form 10-K Report
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED FEBRUARY 28, 1997 (INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE, UPON WRITTEN REQUEST, TO ANY PERSON WHO ON SEPTEMBER
19, 1997 EITHER HELD COMMON STOCK OF THE COMPANY IN HIS OR HER NAME OR WAS THE
BENEFICIAL OWNER OF SUCH STOCK HELD IN THE NAME OF ANOTHER PERSON. STOCKHOLDERS
SHOULD SEND THEIR REQUESTS TO: BCT INTERNATIONAL, INC., 3000 N.E. 30th PLACE,
5TH FLOOR, FORT LAUDERDALE, FLORIDA 33306-1957, ATTENTION: CORPORATE SECRETARY.
OWNERS OF STOCK HELD IN THE NAME OF ANOTHER PERSON MUST INCLUDE IN THEIR
REQUESTS A REPRESENTATION THAT THEY WERE THE BENEFICIAL OWNERS OF COMMON STOCK
OF THE COMPANY AS OF SEPTEMBER 19, 1997. THE COMPANY WILL FURNISH ANY EXHIBITS
TO FORM 10-K TO EACH STOCKHOLDER REQUESTING THEM UPON PAYMENT OF A FEE OF $.30
PER PAGE TO COVER THEIR COST.
Submission of Stockholder Proposals
Any stockholder proposals for the 1998 Annual Meeting of Stockholders must
be received by the Company no later than April 1, 1998, to be eligible for
inclusion in the Company's proxy statement and accompanying proxy for such
meeting.
ELECTION OF DIRECTORS OF THE COMPANY
As provided for in Article Eight of its Certificate of Incorporation, the
Company has a classified Board of Directors consisting of classes I, II, and
III, with one class to be elected at each Annual Meeting of Stockholders. The
current Directors of the Company by class are as follows:
Class I Class II Class III
(expires 1997) (expires 1999) (expires 1998)
-------------- -------------- --------------
William A. Wilkerson Thomas J. Cassady Raymond J. Kiernan
Bill LeVine Alvin Katz Henry A. Johnson
James H. Kaufenberg*
* Mr. Kaufenberg was elected to the Board of Directors in June 1997, and thus
will stand for re-election in 1999.
-4-
<PAGE>
Nominees for Election as Directors of the Company
Messrs. William A. Wilkerson and Bill LeVine have been nominated by the
Board of Directors for election as Class I Directors. If any nominee for
director is unable or declines to serve for any reason not now foreseen, the
discretionary authority provided in the proxy will be exercised to vote for a
substitute. All nominees have consented to serving as directors.
The following information is set forth below for each nominee: principal
occupations during the past five or more years, the period of service as a
director of the Company or its predecessor, other directorships and business
affiliations (including public Company directorships), and age:
Name Age Position Director Since
- - ---- --- -------- --------------
William A. Wilkerson 55 Chairman of the January 1978
Board
Bill LeVine 76 Director May 1992
William Wilkerson has been Chairman of the Board and a Director of the
Company since January 1986. In May 1988, he accepted the additional
responsibility of Chief Executive Officer. He was President and Chief Executive
Officer of Business Cards Tomorrow, Inc. (a Florida Corporation) from January
1978 to January 1982 and Chairman from January 1982 to January 1986.
Bill LeVine became a Director of the Company in May 1992. Mr. LeVine is the
pioneer of the quick printing industry. He founded Postal Instant Press (PIP
Printing) in 1967 and served as its Chairman, Chief Executive Officer and
President until January 1988. Since that time, he has focused on private
investments. Since 1992, Mr. LeVine has been a Director of Fast Frame, Inc., Los
Angeles, California. Mr. LeVine has been a Director of First Business Bank in
Los Angeles, California, since 1982, and Rentrak Company, formerly National
Video, Portland, Oregon, since 1987.
The following information is set forth for directors of the Company who are
not standing for election in 1997: principal occupations during the past five or
more years, the period of service as a director of the Company or its
predecessor, other directorships and business affiliations (including public
Company directorships), and age:
Name Age Position Director Since
- - ---- --- -------- --------------
Raymond J. Kiernan 72 Director December 1983
Henry A. Johnson 62 Director February 1975
Thomas J. Cassady 75 Director April 1988
Alvin Katz 67 Director October 1996
James H. Kaufenberg 55 Director June 1997
Raymond J. Kiernan has been a Director of the Company since December 1983
and has been a Director of Fleet Trust Company, New York, New York, and Fleet
Trust Company of Florida since 1983. In 1979, Mr. Kiernan retired from his
position as a Vice President and division Director of Merrill, Lynch, Pierce,
Fenner & Smith, Inc. Mr. Kiernan is a former Governor of the National
Association of Securities Dealers.
-5-
<PAGE>
Henry A. Johnson, founder of BCT, has been a Director of the Company since
January 1986. From January 1986 until October 1988, he was Senior Vice
President/Operations of the Company. In October 1988, he resigned his position
with the Company and became Senior Vice President/Operations of the Company's
Business Cards Tomorrow, Inc., subsidiary ("BCT"). In February 1989, he accepted
the additional responsibilities of Executive Vice President of BCT. Previously,
he was Senior Vice President/Operations for Business Cards Tomorrow, Inc. (a
Florida Corporation), from January 1978. In March 1990, he retired from his
position with BCT. Presently, Mr. Johnson is the owner and operator of Colorful
Copies in Las Vegas, Nevada.
Thomas J. Cassady became a Director of the Company in April 1988 and has
been a Director of Photo Control Company, Minneapolis, Minnesota, since February
1978. Mr. Cassady is a veteran of more than 30 years in the financial and
securities field, having served as President and Chief Administrative Officer of
Merrill, Lynch, Pierce, Fenner & Smith, Inc., until his retirement in 1978.
Alvin Katz has been an adjunct professor of management at Florida Atlantic
University, Boca Raton, Florida since 1980. His previous work experience
includes 20 years with United Parcel Service, Inc. from 1957 to 1976, in various
staff and operating assignments including Corporate Director of R&D and
Operations Planning. Subsequently, he served as CEO of a privately owned
conglomerate in the Metropolitan New York City area. He is a director of NASTECH
Pharmaceutical Co., a leading provider of nasal delivery drugs; Blimpies
International, Inc., a franchisor of submarine sandwich restaurants, and AMTECH
Systems, Inc., a manufacturer of semiconductor capital equipment.
Mr. Kaufenberg joined the Company as Chief Operating Officer and President
of BCT in August 1996. From 1989 until October 1995, Mr. Kaufenberg was
President and Chief Executive Officer of Insty-Prints, Inc., Minneapolis,
Minnesota, a franchisor of fast turnaround business printing locations. Prior to
joining Insty-Prints, Mr. Kaufenberg spent 15 years in various general and
financial management roles in the paper, computer and telecommunications
industries.
Executive Officers of the Company
The following table sets forth the age, position and term of office (with
the Company or its predecessor) of each executive officer of the Company:
Executive
Executive Officer Age Position Officer Since
- - ----------------- --- -------- -------------
William A. Wilkerson 55 Chairman of the Board; January 1978
Chief Executive Officer
James H. Kaufenberg 55 Chief Operating Officer; August 1996
President of BCT
Michael R. Hull 44 Vice President; June 1996
Treasurer; Chief
Financial Officer; Secretary
See information concerning Messrs. Wilkerson and Kaufenberg under "Election
of Directors of the Company", above.
-6-
<PAGE>
Michael R. Hull joined the Company as Vice President/Chief Financial
Officer, Treasurer and Secretary in June 1996. Mr. Hull is a certified public
accountant and a member of the Florida Institute of Certified Public Accountants
and the American Institute of Certified Public Accountants. Prior to joining
BCT, Mr. Hull served as an audit senior manager with the public accounting firm
of Price Waterhouse LLP for eleven years.
Committees of the Board of Directors
of the Company
On January 10, 1986 the Board of Directors established an Audit Committee,
which now consists of Messrs. Kiernan (Chairman) and LeVine, to monitor the
financial controls and reporting of the Company.
On January 10, 1986 the Board of Directors also established a Compensation
and Stock Option Committee, which now consists of Messrs. Kiernan (Chairman) and
LeVine. This Committee has the responsibility to review and make recommendations
to the Board of Directors regarding executive compensation and stock options.
There were two meetings of these committees during the fiscal year ended
February 28, 1997.
The Company has no Nominating Committee.
Meetings of the Board of Directors
of the Company
During the Company's fiscal year ended February 28, 1997, four meetings of
the Board of Directors and each Committee of the Board were held.
-7-
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, which is comprised of
non-employee directors, has overall responsibility to review and recommend
broad-based compensation plans for executive officers of the Company and its
subsidiary to the Board of Directors. Pursuant to recently adopted rules
designed to enhance disclosure of companies' policies toward executive
compensation, set forth below is a report submitted by Messrs. Kiernan and
LeVine in their capacity as the Board's Compensation Committee addressing the
Company's compensation policies for fiscal 1997 as they affected Mr. William A.
Wilkerson, Chairman of the Board and Chief Executive Officer and Mr. James H.
Kaufenberg, President of BCT and Chief Operating Officer, who joined the Company
in August 1996.
Compensation Policies For Executive Officers
The executive compensation program is based on a philosophy which aligns
compensation with business strategy, Company values and management initiatives.
The principles underlying this compensation philosophy are: the linkage of
executive compensation to the enhancement of shareholder value; maintenance of a
compensation program that will attract, motivate and retain key executives
critical to the long-term success of the Company; creation of a performance
oriented environment by rewarding performance leading to the attainment of the
Company's goals; evaluation of competitiveness of salary and equity incentive
opportunities; and determination of the adequacy and propriety of the annual
bonus plan, including structure and performance measures.
Relationship of Performance Under Compensation Plans
Compensation paid Mr. Wilkerson in fiscal 1997, as reflected in the
following Tables, consisted of base salary plus an award of options to purchase
50,000 shares of the Company's common stock, at $3.50 per share (the market
price on the date of grant). The Compensation Committee awarded a bonus of
$10,000 to Mr. Kaufenberg in fiscal 1997. The option award and bonus were
approved based on the Company's improved operating results in the second half of
fiscal 1997.
The Company's executive compensation policies are oriented toward
utilization of objective performance criteria. The principal measures of
performance that are utilized by the Compensation Committee are targeted versus
actual operating budget and income growth. Subjective performance criteria are
utilized to only a limited degree.
-8-
<PAGE>
Annual Bonus Arrangements
The Company's annual bonuses to its executive officers, as indicated on the
previous page, are based on both objective and subjective performance criteria.
Objective criteria include actual versus target annual operating budget
performance and actual versus target annual income growth. Target annual income
growth and target annual operating budgets utilized for purposes of evaluating
annual bonuses are based on business plans which have been approved by the Board
of Directors. Subjective performance criteria encompass evaluation of each
officer's initiative and contribution to overall corporate performance, the
officer's managerial ability, and the officer's performance in any special
projects that the officer may have undertaken. Performance under the subjective
criteria was determined at the end of fiscal 1997 after informal discussions
with other members of the Board.
Mr. Wilkerson's Fiscal 1997 Compensation
During fiscal 1993, the Compensation Committee approved a seven year
employment contract for Mr. Wilkerson for fiscal years beginning in fiscal 1994.
All of Mr. Wilkerson's fiscal 1997 compensation, other than the award of options
to purchase 50,000 shares of common stock, was paid pursuant to this contract.
The Compensation Committee approved an employment contract for
Mr. Wilkerson, as Chairman of the Board and Chief Executive Officer, on January
21, 1993, to become effective March 1, 1993. The term of the employment contract
is seven years. The agreement calls for minimum annual salary amounts during the
term of this contract as follows:
Year Ending February 28/29 Amount
-------------------------- ------
1994 $275,000
1995 $275,000
1996 $275,000
1997-2000 $300,000
In June 1997, Mr. Wilkerson's employment contract was extended for three
additional years, through February 28, 2003, at an annual salary of $300,000.
In the event that Mr. Wilkerson is substantially incapacitated during the
term of his employment for a period of 90 days in the aggregate during any
twelve month period, the Company has the right to terminate his employment.
Under such termination, Mr. Wilkerson will receive one-half of his salary in
effect on the date of termination for the remaining term of the agreement.
Additionally, in the event of Mr. Wilkerson's death during his employment, his
designated beneficiary or his estate shall be paid one-half of his salary in
effect on the date of his death for the remaining term of the agreement.
-9-
<PAGE>
Mr. Wilkerson's fiscal 1997 and 1998 salary was kept at $300,000, which is
the minimum level prescribed for those years in his employment contract.
Mr. Kaufenberg's Fiscal 1997 Compensation
Mr. Kaufenberg's fiscal 1997 compensation reflects payment of his salary at
the rate of $150,000 per year which was agreed upon when he joined the Company
in August 1996, plus a $50,000 nonaccountable moving allowance. In addition,
upon joining the Company, Mr. Kaufenberg was granted options to purchase 200,000
shares of common stock at $2.88 per share, the market price on the date of
grant. These options vest in four annual installments beginning August 16, 1997.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS:
RAYMOND J. KIERNAN BILL LEVINE
-10-
<PAGE>
Executive Compensation and Transactions
(a) Compensation Tables
The following tables set forth the compensation received for services in
all capacities to the Company during its fiscal years ended February 28, 1997,
February 29, 1996 and February 28, 1995, by the two executive officers of the
Company as to whom the total salary and bonus in the most recent year exceeded
$100,000.
BCT International, Inc.
Summary Compensation Table
Fiscal Years 1997, 1996 and 1995
000's omitted
-------------
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation Awards
-------------------------------------------------------------------------------------------------------------------
Form of Payment
Fiscal ---------------
Name Position Year Salary Bonus Cash Shares Options
---- -------- ---- ------ ----- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
W. Wilkerson Chairman of 1997 $312 (1) --- $312 --- 50
the Board and 1996 $287 (1) $010 $297 --- ---
Chief Executive 1995 $287 (1) $0.23 (2) $304 --- 200
Officer
J.H. Kaufenberg Chief Operating 1997 $120 (3) $10 $130 --- 200 (4)
Officer and President of BCT
</TABLE>
(1) Includes a $12 car allowance.
(2) Bonus for fiscal 1993 was determined in July 1993, of which $2 was paid in
fiscal 1994 and the remainder was paid in fiscal 1995.
(3) Includes $50,000 nonaccountable moving allowance.
(4) Options granted in Fiscal 1997 were 200 which vest in equal annual
installments over a four year period ending fiscal 2001.
-11-
<PAGE>
BCT International, Inc.
Aggregated Option Exercises and Year-End
Option Values for Fiscal 1997
000's omitted
-------------
<TABLE>
<CAPTION>
Number of Value of
Unexercised In-The-Money
Options at Options at
Shares 2/28/97 (#) 2/28/97($)
Acquired on Value Exercisable/ Exercisable/
Name Position Exercise # Realized ($) Unexercisable Unexercisable
- - ---- -------- ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
W. Wilkerson Chairman of
the Board and
Chief Executive --- $ --- 284 / 0 $58 / $0
Officer
J.H. Kaufenberg Chief Operating
Officer and
President of BCT --- $ --- 0 / 200 $0 / $26
</TABLE>
-12-
<PAGE>
BCT International, Inc.
Executive Management Compensation
Option Grants in Fiscal 1997
000's omitted
-------------
<TABLE>
<CAPTION>
Potential
% of Realizable Value
Total at Assumed
Options Annual Rates of
Granted Stock Price
Options to Exercise Expiration Appreciation
Name Position Granted Employees Price Date for Option Term
- - ---- -------- ------- --------- ----- ---- ---------------
5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
W. Wilkerson Chairman of
the Board and
Chief Executive 50 14% $3.00 02/12/07 $109 / $279
Officer
J.H. Kaufenberg Chief Operating
Officer and
President of BCT 200 56% $2.88 08/13/01 $158 / $352
</TABLE>
-13-
<PAGE>
(b) Other Compensation Arrangements
Outside directors of the Company receive director's fees of $750 per month
plus $750 for each Board of Directors meeting attended and $500 for each
committee meeting attended and $500 for each telephonic meeting.
(c) Performance Graph
The following graph compares the yearly percentage change during the
Company's past five fiscal years in the cumulative total shareholder return on
the Company's Common Stock with the cumulative total shareholder return during
the same period for (i) the NASDAQ Stock Market (U.S. Companies) and (ii) a peer
group index of NASDAQ stocks of companies in the Company's industry (the
printing and graphic arts industry). The graph was prepared by the University of
Chicago Graduate School of Business Center for Research in Security Prices. The
cumulative total return in each case was calculated by dividing: (i) the sum of
(A) the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and (B) the difference between the share price at the end
and the beginning of the measurement period; by (ii) the share price at the
beginning of the measurement period. Raw data forming the basis for the graph,
together with a list of the companies comprising the peer group index, is also
included.
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
BCT INTERNATIONAL, INC.
Prepared by the Center for Research in Security Prices
Produced on 08/28/97 including data to 02/28/97
[CHART APPEARS HERE]
Legend
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 02/28/92 02/26/92 02/28/94 02/28/95 02/29/96 02/28/97
- - ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
_____ [ ] BCT International, Inc. 100.0 352.9 294.1 505.9 388.2 282.4
- - ----- * Nasdaq Stock Market (US Companies) 100.0 106.5 126.0 127.7 178.0 212.4
- - - - - (T) NASDAQ Stocks (SIC 2750-2759 US Companies) 100.0 101.6 128.0 137.9 364.3 254.8
Commercial Printing
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 02/28/92.
-14-
<PAGE>
(d) Compliance with Section 16(a) of the Exchange Act
The Company has reviewed the Forms 3 and 4 and amendments thereto furnished
to it pursuant to SEC Rule 16a-3(e) during its most recent fiscal year and Form
5 and amendments thereto furnished to the Company with respect to its most
recent fiscal year. Based solely on such review and the representations of each
director and executive officer, the Company has identified no person who, at any
time during the fiscal year, was a director, executive officer or beneficial
owner of more than 10% of the Company's Common Stock and failed to file on a
timely basis, as disclosed in the above-described Forms, reports required by the
Securities Exchange Act of 1934 during the most recent fiscal year.
(e) Certain Relationships and Related Transactions
In February 1996, a company of which Mr. Wilkerson, the Chairman of the
Board, is a 50% shareholder, purchased the Honolulu, Hawaii, Company Plant for a
total purchase price of $400,000 plus accounts receivable and inventory. The
purchase price is payable pursuant to a $325,000 promissory note, representing
an assumption of the prior franchisee's debt to the Company, and a $108,000
promissory note representing the value of the inventory and accounts receivable
acquired. The $325,000 note bears interest at 8% per year and requires equal
monthly payments of principal and interest for 10 years based on a 15-year
amortization, with a balloon payment due at the end of 10 years. The $108,000
note bears interest at 8% per year and is payable in five years pursuant to
equal monthly payments of principal and interest. These notes are secured by
pledges of substantially all of the assets of the Hawaii Plant. As of September
30, 1997, the balances due under the notes were $350,000 under the $325,000 note
(principal of $320,000 and interest of $30,000) and $110,000 under the $108,000
note (principal of $101,000 and interest of $9,000). In addition, amounts due
from the Hawaii Plant to the Company for paper purchases, royalties and other
advances were $245,000 at September 30, 1997.
The Hawaii Plant is 14 months behind on payments under the $325,000 note
and 14 months behind on payments under the $108,000 note. Further, the Hawaii
Plant's debt to the Company for paper purchases, royalties and other advances is
past due as of September 30, 1997.
The Company has thus far elected not to exercise its contractual rights to
declare a default, accelerate the Hawaii Plant's indebtedness and foreclose its
security interest in the Plant's assets. This election has been made in
accordance with the Company's policy of working closely with troubled
franchisees in an attempt to restore their financial and operating health and of
taking legal action to collect debts and repossess assets only when the troubled
Plant appears unable to be successfully turned around. In the case of the Hawaii
Plant, which was in very poor financial and operating condition when acquired by
Mr. Wilkerson's company, the Company believes that the operating performance of
the Plant has improved significantly in recent months and that, by continuing
its current posture, the Company will maximize
-15-
<PAGE>
the probability of collecting the indebtedness and of making the Hawaii Plant a
successful Plant contributing to the Company's long-term profitability.
(f) Compensation Committee Interlocks and
(e) Insider Participation
Messrs. Kiernan and LeVine continue to be members of the Board's
Compensation Committee.
Proposal 1
APPROVE SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as the independent
auditors for the Company for the fiscal year ending February 28, 1998. This
selection is submitted for approval by stockholders at the Annual Meeting.
A representative of Price Waterhouse LLP will attend the Annual Meeting to
make a statement if he desires to do so and to respond to any appropriate
questions that may be asked by stockholders.
The affirmative vote of the holders of a majority of the shares voted is
required for the approval of the foregoing proposal. The holders of the enclosed
proxy will vote to ratify the action of the Board of Directors, unless otherwise
directed.
The Board of Directors recommends a vote FOR this Proposal 1.
---------------------
Please complete, date, sign and return the enclosed proxy at your earliest
convenience.
BCT INTERNATIONAL, INC.
-16-
<PAGE>
BCT INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
1997 ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER 21, 1997
The undersigned hereby appoints William A. Wilkerson and Michael R. Hull
proxies with power of substitution to vote at the Annual Meeting (including
adjournments) of Stockholders of BCT INTERNATIONAL, INC., to be held November
21, 1997, with all powers the undersigned would possess if personally present as
specified on the ballot hereon on the election of directors, on the proposals
set forth, and in accordance with their discretion, on any other business that
may come before the meeting, and revokes all proxies previously given by the
undersigned with respect to the shares covered hereby. A majority (or, if only
one, then that one) of the proxies or their substitutes acting at the meeting
may exercise all powers hereby conferred.
(continued on the reverse side)
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Dear BCT International, Inc, Stockholder:
The 1997 Annual Meeting of Stockholders of BCT International, Inc. will be held
at 9:00 a.m. on Friday, November 21, 1997, at the Radisson Bahia Mar Beach
Resort, 801 Seabreeze Boulevard, Fort Lauderdale, Florida. You are invited to
attend. It is important to ensure that your shares be represented at the meeting
whether or not you plan personally to attend. We urge you to promptly complete,
sign, date, and return the enclosed proxy in the enclosed envelope. If you
attend the meeting, you may revoke your proxy and vote in person by giving
notice to the Secretary in writing before the proxy is voted.
Sincerely,
William A. Wilkerson
Chairman of the Board
BCT International, Inc.
<PAGE>
Please mark
your vote as [X]
indicated in
this example
I. ELECTION OF CLASS II DIRECTORS
Nominees: William A. Wilkerson and Bill Levine
For all nominees WITHHOLD
voted (except as AUTHORITY
withheld in the (to vote for all)
space to right) nominees listed)
[_] [_]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
- - ------------------------------------------------------------------------------
II. APPROVE SELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends a vote FOR the proposal to select Price
Waterhouse LLP as the independent auditors for the Corporation for the
fiscal year ending February 28, 1998.
WITHHOLD
FOR AUTHORITY ABSTAIN
[_] [_] [_]
This proxy when properly executed will be voted in the manner directed herein by
the Stockholder. If no contrary specification is made, this proxy will be voted
FOR the election of the nominees of the Board of Directors and FOR the proposal
set forth above and in the appointed proxies discretion upon such other business
as may properly come before the meeting.
Please date, sign as your name appears to left and return this proxy in the
enclosed envelope, whether or not you expect to attend the meeting. You may
nevertheless vote in person if you do attend.
Date: , 1997
-------------------------------------------------------------------
PLEASE
SIGN
HERE:
--------------------------------------------------------------------------
(Executers, administrators, trustees, custodians, etc., should indicate capacity
in which signing. When stock is held in the names of more than one person each
person should sign the proxy.)
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
