<PAGE> 1
PAGES, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To be Held on August 31, 1995
SUMMARY
This Proxy Statement is furnished to Stockholders in connection with the
solicitation of proxies by the Board of Directors of Pages, Inc. (the "Company")
for use at its Annual Meeting of Stockholders to be held on August 31, 1995 at
10:00 A.M. at the Company's principal executive offices at 801 94th Avenue
North, St. Petersburg, Florida 33702, as set forth in the accompanying Notice of
Annual Meeting of Stockholders and at any adjournments thereof. This Proxy
Statement and the accompanying form of proxy are first being mailed to
Stockholders on or about July 19, 1995.
The Annual Meeting has been called to consider and take action on the
election of five Directors to serve on the Board of Directors of the Company for
one year and until their successors have been duly elected and shall qualify.
The close of business on July 6, 1995, has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournments thereof (the "Record Date"). The stock
transfer books will not be closed.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is being furnished to Stockholders in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held at the time, place, and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders
and at any adjournments thereof.
As of the Record Date, there were 4,890,961 of the Company's Common Stock,
$.01 par value ("Common Stock") issued and outstanding, (exclusive of 298,713
shares held in treasury). As of the Record Date, all of the present directors
and executive officers of the Company, a group of six persons, owned
beneficially shares of Common Stock. The Company believes that such officers
and directors intend to vote their shares of Common Stock for each of the
nominees to be elected as Directors named in this Proxy Statement.
To be elected, the nominees to be selected as Directors named in this Proxy
Statement must receive a plurality of the votes cast by the Common Stock
entitled to vote. With respect to voting on the election of directors, the
presence in person or by proxy, of a majority of the issued and outstanding
shares of Common Stock constitutes a quorum at the meeting.
<PAGE> 2
Proxies given by Stockholders for use at the meeting may be revoked at any
time prior to the exercise of the powers conferred by giving notice of
revocation to the Company in writing or at the meeting or by delivering to the
Company a later appointment which supersedes the earlier one. Abstentions and
broker non-votes will be counted only for the purpose of determining the
existence of a quorum.
ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED
IN SUCH PROXIES. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF
THE BOARD OF DIRECTORS WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE
THE MEETING.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. The Company may reimburse brokerage firms and others for their
expenses in forwarding proxy materials to the beneficial owners and soliciting
them to execute proxies.
VOTING RIGHTS
Stockholders of record at the close of business on the Record Date, are
entitled to notice of and to vote at the Annual Meeting of Stockholders or any
adjournments thereof. On the Record Date, the Company had 4,890,961 shares of
Common Stock outstanding and entitled to vote on all matters properly brought
before the meeting. Each Common Share of record as of the Record Date is
entitled to one vote in all matters properly brought before the meeting.
STOCK OWNERSHIP
The shares of Common Stock constitute the only voting securities of the
Company. The table below sets forth information, to the best of the Company's
knowledge, with respect to the total number of shares of the Company's Common
Stock beneficially owned by each named executive officer, Director, nominee for
Director, beneficial owner of more than five percent of the Common Stock, and
all Directors, including the nominees for Director, and executive officers as a
group, as reported by such person, as of the Record Date. The table below also
sets forth as to each holder the percent of the class represented by such Common
Stock. The Company believes that each individual or entity named has sole
investment and voting power with respect to the Common Stock indicated as
beneficially owned by them, except as otherwise noted.
<PAGE> 3
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial Percent of
Name and Address Ownership Total(1)
---------------- --------- --------
<S> <C> <C>
S. Robert Davis 1,276,572(2) 23.52%
801 94th Avenue North
St. Petersburg, Florida 33702
Richard A. Stimmel 822,459(3) 14.66%
801 94th Avenue North
St. Petersburg, Florida 33702
Charles R. Davis 641,348(4) 11.82%
801 94th Avenue North
St. Petersburg, Florida 33702
American Home Building Corp 164,062(5) 3.35%
Box 65
Powell, Ohio 43065
Carret and Company, Inc. 423,500 8.66%
560 Lexington Avenue
New York, New York 10022
John C. Sontheimer 127,516(6) 2.54%
2527 Anderson Drive
Clearwater, Florida 34621
Richard B. Erven 0(7) *
5 Air Speed Road
Privy Industrial Park
Christchurch, Dorset BH234HD
Juan F. Sotos, MD 57,812(8) 1.18%
4400 Squirrel Bend
Columbus, Ohio 43220
Robert J. Tierney 2,760 *
1905 Olentangy Blvd.
Columbus, Ohio 43214
All named executive officers and
directors a group (8 persons)(9) 3,130,154 45.77%
*Less than 1%
____________________
</TABLE>
<PAGE> 4
(1) Based upon 4,890,961 shares of Common Stock outstanding as of the Record
Date (exclusive of 298,713 shares held in treasury), plus, as to each
person listed, that portion of the 1,947,304 unissued shares of Common
Stock subject to outstanding options which may be exercised by such person
within the next 60 days and, as to all named executive officers and
directors as a group, unissued shares of Common Stock as to which the
members of the group have the right to acquire beneficial ownership upon
the exercise of stock options within the next 60 days.
(2) Includes 11,000 shares owned by Mr. Davis' wife as to which Mr. Davis
disclaims beneficial ownership and includes 537,057 unissued shares of
Common Stock as to which Mr. Davis has the right to acquire beneficial
ownership upon the exercise of stock options within the next 60 days. Does
not include shares of Common Stock owned by American Home Building
Corporation as to which Mr. Davis could be deemed to have beneficial
ownership. See note 5 below.
(3) Includes 717,607 unissued shares of Common Stock as to which Mr. Stimmel
has the right to acquire beneficial ownership upon the exercise of stock
options within the next 60 days. Does not include Common Stock owned by
American Home Building Corporation as to which Mr. Stimmel could be deemed
to have beneficial ownership. See note 5 below.
(4) Includes 781 shares owned by Mr. Davis' wife and 3,874 shares owned by Mr.
Davis' children as to which Mr. Davis disclaims beneficial ownership and
includes 535,115 unissued shares of Common Stock as to which Mr. Davis has
the right to acquire beneficial ownership upon the exercise of stock
options within the next 60 days. Does not include shares of Common Stock
owned by American Home Building Corporation as to which Mr. Davis could be
deemed to have beneficial ownership. See note 5 below.
(5) American Home Building Corporation is a private corporation owned equally
by S. Robert Davis, Richard A. Stimmel and Charles R. Davis. Therefore,
54,687 of the 164,062 shares owned by American Home Building Corporation
could be attributed to each of Messrs. Davis, Davis, and Stimmel.
Accordingly, S. Robert Davis could be deemed the beneficial owner of
1,331,259 shares of Common Stock, constituting 24.53.% of the class; and
Richard A. Stimmel could be deemed the beneficial owner of 877,146 shares
of Common Stock, constituting 15.64% of the class; and Charles R. Davis
could be deemed the beneficial owner of 696,035 shares of Common Stock,
constituting 12.83% of the class.
(6) Mr. Sontheimer is no longer employed by the Company. Includes 127,400
unissued shares of Common Stock as to which Mr. Sontheimer has the right to
acquire beneficial ownership with in the next 60 days upon the exercise of
stock options.
(7) Mr. Erven is no longer employed by the Company.
(8) Consists of shares of Common Stock held jointly by Dr. Sotos and his wife,
as to which Dr. Sotos exercises shared voting and investment power.
(9) The number of shares of Common Stock beneficially owned by all named
executive officers and directors as a group includes all shares of Common
Stock listed in the foregoing table, plus 7,500 shares of Common Stock
owned and 30,125 unissued shares of Common Stock as to which Randall J.
Asmo, an officer of the Company, has the right to acquire beneficial
ownership upon exercise of stock options within the next 60 days.
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the directors
and executive officers of the Company.
<TABLE>
<CAPTION>
Name Age Position(1)
---- --- ----------
<S> <C> <C>
S. Robert Davis (2)(3) 56 Chairman of the Board, Assistant Secretary, and
Director
Richard A. Stimmel(4) 56 President, Treasurer, and Director; President of
School Book Fairs, Inc.
Charles R. Davis(2) 33 Executive Vice President, Secretary, and Director;
President of Clyde A. Short Company, Inc.
Randall J. Asmo 30 Vice President
Juan F. Sotos, M.D.(3)(4) 67 Director
Robert J. Tierney (3)(4) 47 Director
___________________
</TABLE>
(1) All positions are those held with Pages, except as otherwise indicated.
(2) S. Robert Davis and Charles R. Davis are father and son.
(3) Member of the Audit Committee.
(4) Member of the Executive Compensation Committee.
Executive officers serve at the pleasure of the Board of Directors.
Directors are elected at the Annual Meeting of Stockholders to serve for one
year and until their respective successors are duly elected and qualified.
Business Experience Of Directors And Executive Officers
S. Robert Davis was elected a director and Chairman of the Board in March,
1990, and Assistant Secretary in May, 1992. Prior to his election to the Board
of Directors, he served as Assistant to the President from January, 1988, to
March, 1990, on a part-time basis. Additionally, during the past five years,
Mr. Davis has operated several personal business enterprises.
Richard A. Stimmel joined the Company as its Secretary and a director in
1981. In September, 1983, he was elected Chairman of the Board and he served in
that capacity through March, 1990. In September, 1989, Mr. Stimmel was also
elected Treasurer of the Company. In March, 1990, he resigned as Chairman of
the Board, and in June, 1990, he was elected as President. In May, 1992, Mr.
Stimmel was elected President of School Book Fairs, Inc., a subsidiary of the
Company. Additionally, during the past five years, Mr. Stimmel has operated
several personal business enterprises.
<PAGE> 6
Charles R. Davis became a director of the Company in December, 1983. He
was elected as Vice President of the Company in April, 1986 and served as
Secretary and Assistant Treasurer of the Company from January, 1984 until April,
1986. In September, 1989, Mr. Davis was again elected Secretary of the Company
and, in July, 1991, he was elected Executive Vice President of the Company. In
September, 1992, Mr. Davis was elected President of Clyde A. Short Company,
Inc., a subsidiary of the Company. Additionally, during the past five years,
Mr. Davis has operated several personal business enterprises.
Randall J. Asmo was elected Vice President in September, 1992. Prior to
that time, he served as Assistant to the President from February, 1990 to
September, 1992. Additionally, since October, 1987, Mr. Asmo has served as Vice
President of Mid-States Development Corp., a privately-held real estate
development and leasing company, as Vice President of American Home Building
Corp., a privately-held real estate development company, and an officer of
several other small business enterprises.
Juan F. Sotos, M.D. was elected as a director on December 22, 1992. Dr.
Sotos has been a Professor of Pediatrics at the Ohio State University College of
Medicine since 1962 and also serves as Chief of Endocrinology and Metabolism at
Children's Hospital in Columbus, Ohio.
Robert J. Tierney was elected as a director on October 21, 1992. Dr.
Tierney currently serves as the Chairperson of the Ohio State University
Department of Education Theory and Practice. Dr. Tierney is also active in
education research and has served as a Professor at Ohio State University since
1984.
THE BOARD OF DIRECTORS
The Company's Bylaws provide that the number of Directors which shall
constitute the whole Board of Directors shall be as from time to time determined
by resolution of the Board of Directors, but the number shall not be less than
three. The Board of Directors currently consists of five members. The Board of
Directors held four meetings during the fiscal year ended December 31, 1994.
There are no material proceedings to which any Director, officer or
affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any associate of
any such Director, officer, affiliate of the Company, or security holder is a
party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.
Committees of the Board of Directors
Audit Committee. The Audit Committee is responsible for making
recommendations to the Board of Directors concerning the selection and
engagement of the Company's independent certified public accountants and reviews
the scope of the annual audit, audit fees, and results of the audit. The Audit
Committee also reviews and discusses with management and the Board of Directors
<PAGE> 7
such matters as accounting policies and internal accounting controls, and
procedures for preparation of financial statements. Dr. Sotos, and Messrs.
Tierney and S. Robert Davis are members of such Committee. The Committee met
one time during the fiscal year ended December 31, 1994.
Executive Compensation Committee. The Executive Compensation Committee
approves the compensation for executive employees of the Company. Dr. Sotos,
and Messrs. Tierney and Stimmel are members of such Committee. The Committee
met one time during the fiscal year ended December 31, 1994.
The Company has no nominating committee or any committee performing a
similar function.
SECTION 16(a) REPORTING DELINQUENCIES
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the fiscal year ended December 31, 1994, Form 5
and amendments thereto furnished to the Company with respect to the fiscal year
ended December 31, 1994 and written representations received by the Company, no
person who, at any time during the fiscal year ended December 31, 1994 was a
director, officer or beneficial owner of more than 10% of the common stock
failed to file on a timely basis reports required by section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years except to
the extent reported in Proxy Statements for prior fiscal years, except for
Robert J. Tierney, who failed to file one Form 4 on a timely basis with respect
to one transaction.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Director Compensation
Each director who is not an officer of the Company receives a fee of $1,100
for attendance at each Board meeting, a fee of $550 for attendance at each
telephonic Board meeting, and a fee of $500 for attendance at each meeting of a
Board committee of which he is a member. Directors who are also officers of the
Company receive no additional compensation for their services as directors. Mr.
Davis' compensation as Chairman of the Board is set forth under "Executive
Compensation" below.
Executive Compensation
The following table shows, for the fiscal years ended December 31, 1994 and
1993 and the 10 months ended December 31, 1992, the cash compensation paid by
the Company and its subsidiaries, as well as certain other compensation paid or
accrued for those years, to the Company's President and each of its four other
most highly compensated executive officers who served as such at the end of the
last fiscal year (the "Named Executive Officers") in the principal capacity in
which they served:
<PAGE> 8
<TABLE>
<CAPTION>
Summary Compensation Table
Long-term
Annual Compensation Compensation
-------------------------------- ------------------
Number of Shares
Name and Other Annual Underlying Options All Other
Principal Position Year Salary Bonus Compensation Awarded(1) Compensation
- --------------------------- -------- -------- ------ ------------ ------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
S. Robert Davis, 12/31/94 $185,000 $ 0 $ 0 0 $ 0
Chairman 12/31/93 185,000 0 0 0 0
12/31/92 142,762 0 0 43,750 0
Richard A. Stimmel, 12/31/94 160,000 0 0 0 0
President 12/31/93 160,000 0 0 0 0
12/31/92 121,539 0 0 43,750 0
Charles R. Davis, 12/31/94 153,024 0 0 0 0
Executive Vice President 12/31/93 140,000 0 0 0 0
12/31/92 108,846 0 0 43,750 0
John Sontheimer, 12/31/94 150,000 0 2,271(3) 0 0
Senior Vice President(2) 12/31/93 150,000 0 4,990(3) 12,000 0
12/31/92 93,750 0 2,557(3) 125,000 0
Richard B. Erven, 12/31/94 166,378 0 5,787(5) 0 0
Managing Director of 12/31/93 136,963 22,575 4,810(5) 36,250 0
School Book Fairs, Ltd.(4) 12/31/92 96,739 26,550 4,715(5) 0 0
__________________________
</TABLE>
(1)Represents solely stock options. No stock appreciation rights (SARs) have
been granted. Stock options granted to the Named Executive Officers, by
their terms, automatically adjust to reflect certain changes in the
outstanding shares of Common Stock, including stock dividends. Stock
options previously granted to Named Executive Officers, by their terms,
automatically adjust to reflect changes in the outstanding shares of Common
Stock of the Company, including stock dividends.
(2)Mr. Sontheimer did not render services to the Company prior to May 20, 1992.
The compensation payments for 1992 to Mr. Sontheimer reflect the period from
May 20, 1992, through December 31, 1992. Mr. Sontheimer is no longer
employed by the Company.
(3)Represents, for the years ended December 31, 1994, and 1993, contributions
to Mr. Sontheimer's 401(k) retirement plan in the amount of $2,082, $4,510
and $2,250, respectively, and life insurance premiums paid for the benefit
of Mr. Sontheimer in the amounts of $189, $480 and $307, respectively. Two
hundred thousand dollars in term life insurance is provided to Mr.
Sontheimer as part of the health insurance plan provided to employees of
School Book Fairs, Inc., a wholly owned subsidiary of the Company,
generally.
(4)Mr. Erven did not render services to the Company prior to May 20, 1992, the
date upon which the Company acquired School Book Fairs, Inc. The amounts
shown for Mr. Erven represent the estimated U.S. dollar equivalent of salary
and bonus paid or accrued in Pounds Sterling per U.S. Dollar, based upon a
<PAGE> 9
weighted average of $1.542, $1.505 and $1.77 for each Pound Sterling for the
years ended December 31, 1994 and 1993, and the ten months ended December
31, 1992, respectively. Conversion fluctuations during the period from May,
1992, through December 31, 1994, ranged from 1.839 to 1.478 Pounds Sterling
per U.S. Dollar. The bonus amount paid to Mr. Erven represents a bonus
arrangement established for Mr. Erven prior to the Company's acquisition of
School Book Fairs, but paid subsequent to such acquisition. Mr. Erven is no
longer employed by the Company.
(5)Represents the estimated U.S. Dollar equivalent (based upon a weighted
average of $1.542, $1.505 and $1.77 for each Pound Sterling for the years
ended December 31, 1994 and 1993, and the ten months ended December 31,
1992, respectively) of contribution to an annuity insurance retirement
product purchased for the benefit of Mr. Erven prior to the Company's
acquisition of School Book Fairs, Inc., the cost of a Company-provided
health club membership and the estimated value of the personal use of a
Company-provided automobile.
Stock Options
No stock options were granted in the fiscal year ended December 31, 1994.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value
None of the Named Executive Officers exercised options during the year
ended December 31, 1994. The following table sets forth information with
respect to unexercised options held by such officers as of the end of the year:
Fiscal Year End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Shares Underlying Unexercised In-the Money
Options at Fiscal Year End Options at Fiscal Year End (1)
-------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard A. Stimmel 733,307 -- $2,595,444 --
S. Robert Davis 577,057 -- 1,995,757 --
Charles R. Davis 581,168 -- 2,032,258 --
John C. Sontheimer(2) 127,400 9,600 106,250 $0
Richard B. Erven(2) 32,250 4,000 0 $0
____________________
</TABLE>
(1)The value of unexercised in-the-money options at year end represents the
difference between the fair market value of the shares of Common Stock of
the Company underlying the options on December 31, 1994, and the exercise
price of the options.
(2)Messrs. Sontheimer and Erven are no longer employed by the Company.
Employment Agreements
None of the Named Executive Officers have employment agreements with the
Company.
<PAGE> 10
Stock Option Plans
In November, 1993, the Company adopted the 1993 Stock Option Plan, which
provides for the issuance by the Company, at the discretion of a committee of
the Company's Board of Directors currently consisting of Messrs. Stimmel, Sotos,
and Tierney, of up to 187,500 Common Stock to key employees of the Company. It
is intended that options issued under the 1993 Stock Option Plan qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended. Options to purchase a total of 110,400 shares of Common Stock
issued under the 1993 Stock Option Plan are outstanding.
From time to time for more than 10 years, the Company has issued to
employees, including officers, options to purchase Common Stock under an
informal, non-qualified plan. In some cases, such options were issued in lieu
of cash compensation. Options of this type held by employees to purchase
1,974,157 shares of Common Stock are outstanding at exercise prices ranging from
$.80 to $11.00 per share which were (adjusted for previous stock dividends)
equal to the mean between the bid and ask price of the Common Stock on the date
the options were granted.
Compensation Committee Interlocks and Insider Participation
Mr. Stimmel and Drs. Sotos and Tierney, directors of the Company, serve as
the Executive Compensation Committee. Mr. Stimmel was an officer and employee
of the Company during the fiscal year ended December 31, 1994. Neither Dr.
Tierney nor Dr. Sotos serve or have served as an employee of the Company or any
of its subsidiaries. None of such persons serve on the board of directors of
any other public company.
Executive Compensation Committee's Report on Executive Compensation
The Executive Compensation Committee (the "Committee") has designed its
executive compensation policies to provide incentives to its executives to focus
on both current and long-term Company goals, with an overriding emphasis on the
ultimate objective of enhancing stockholder value. The Committee has followed
an executive compensation program, comprised of cash and equity-based
incentives, which recognizes individual achievement and encourages executive
loyalty and initiative. The Committee considers equity ownership to be an
important factor in providing executives with a closer orientation to the
Company and its stockholders. Accordingly, although no options were granted
during 1994, the Committee encourages equity ownership by its executives through
the grant of options to purchase Common Stock. Similarly, the Committee
believes the Company's Employee Stock Purchase Plan encourages employees to
build a meaningful stake in the Company, further aligning their interests with
those of the stockholders.
The Committee believes that providing attractive compensation opportunities
is necessary to assist the Company in attracting and retaining competent and
experienced executives. Base salaries for the Company's executives, and the
<PAGE> 11
executives employed by the Company's subsidiaries, have historically been
established on a case-by-case basis by the Board of Directors, based upon
current market practices and the executive's level of responsibility, prior
experience, breadth of knowledge, and salary requirements. Since its
appointment in March, 1993, the Committee has carried forward those policies.
The base salaries of executive officers have historically been reviewed annually
by the Board of Directors and are now reviewed annually by the Committee.
Adjustments to such base salaries have been made considering: (a) historical
compensation levels; (b) the overall competitive environment for executives; and
(c) the level of compensation necessary to attract and retain executive talent.
Stock options have historically been awarded upon hiring, promotion, or based
upon merit considerations. As the value of a stock option is directly related
to the market price of the Company's Common Stock, the Board of Directors
believes the grant of stock options to executives encourages executives to take
a view toward the long-term performance of the Company. Other benefits offered
to executives are generally the same as those offered to the Company's other
employees.
The Committee utilizes the same policies and considerations enumerated
above with respect to compensation decisions regarding the Company's President
(its chief executive officer), Richard A. Stimmel. Mr. Stimmel's 1994 base
salary was determined primarily by reference to his historical compensation, his
level of responsibility, his historical performance, and the Company's desire to
retain his continued service. The Committee believes its compensation policies
with respect to its President promote the interests of the Company and its
Stockholders through current motivation of the President coupled with an
emphasis on the Company's long-term success.
The foregoing was approved by the members of the Committee: Richard A.
Stimmel, Juan F. Sotos, M.D., and Robert J. Tierney.
[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 12
Performance Graph
The following line graph compares the yearly change in the Company's total
return to its Stockholders as compared to total return of the Center for
Research in Securities Prices Total Return Index for the NASDAQ Stock Market
(U.S.) and the Standard & Poors Publishing Group, assuming a common starting
point of 100 for the five-year period from December 31, 1989, to December 31,
1994. Total stockholder return for the Company, as well as for the Indexes, was
determined by adding (a) the cumulative amount of dividends for a given year
(assuming dividend reinvestment), and (b) the difference between the share price
at the beginning and at the end of the year, the sum of which is then divided by
the share price at the beginning of such year.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG PAGES INC., NASDAQ NMS COMP. AND
S&P PUBLISHING INDEX
<CAPTION>
Measurement Period
(Fiscal Year Covered) Pages Inc. Nasdaq Index S&P Publishing Index
- --------------------- ---------- ------------ --------------------
<S> <C> <C> <C>
Measurement Pt-12/31/89 $100.000 $100.000 $100.000
Year ending 12/31/90 $169.643 $ 82.925 $ 84.419
Year ending 12/31/91 $250.000 $130.405 $103.951
Year ending 12/31/92 $553.571 $150.899 $121.393
Year ending 12/31/93 $959.821 $172.512 $154.123
Year ending 12/31/94 $401.786 $168.310 $148.487
</TABLE>
Adjusted to give effect to five-for-one stock dividends in each of April, 1990
and October, 1993
<PAGE> 13
ELECTION OF FIVE DIRECTORS TO SERVE FOR ONE YEAR AND UNTIL
THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND SHALL QUALIFY
The Board of Directors has concluded that the re-election of S. Robert
Davis, Richard A. Stimmel, Charles R. Davis, Juan F. Sotos, M.D. and Robert J.
Tierney as Directors is in the best interests of the Company and recommends
their election. Biographical information concerning Messrs. S. Robert Davis,
Stimmel, Charles R. Davis, Tierney and Dr. Sotos can be found under "Directors
and Executive Officers."
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted for the election of the nominees listed herein.
Although the Board of Directors of the Company does not contemplate that any of
such nominees will be unable to serve, if such a situation exists prior to the
Annual Meeting, the persons named in the enclosed proxy will vote for the
election of such other persons as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of
the nominees listed above.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Deloitte & Touche LLP, Tampa, Florida, was the
Company's principal auditor and accountant for the year ended December 31, 1994.
On October 28, 1994, PAGES, INC. ("the Registrant") dismissed both Hausser
+ Taylor as its principal independent accountants and Arthur Andersen as its
independent auditor of the U.K. subsidiary School Book Fairs Limited.
The reports of Hausser + Taylor on the financial statements for the past
two fiscal years contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. The report dated March 25, 1994 of Hausser + Taylor on the 1993 and
1992 financial statements expressed an unqualified opinion with reliance on the
audit report of Arthur Andersen regarding their audits of the combined financial
statements of School Book Fairs Limited. The reports of Arthur Andersen on the
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The Registrant's Audit Committee participated in and approved the decision
to change independent accountants.
In connection with its audits for the fiscal years 1992 and 1993 and
through October 28, 1994, there have been no disagreements with Hausser + Taylor
on any matter of accounting principles or practices, financial statement
<PAGE> 14
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Hausser + Taylor would have caused them to make reference
thereto in their report on the financial statements for such years.
In connection with its audits for fiscal years 1992 and 1993 and through
October 28, 1994, there have been no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Arthur Andersen would have caused them to make reference thereto
in their report on the financial statements for such years.
Management expects that a representative of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders. The Deloitte & Touche
representative will be afforded an opportunity to make a statement at the
meeting if desired and is expected to be available to respond to appropriate
questions.
ANNUAL REPORT
The 1994 Annual Report, which includes financial statements was mailed to
each stockholder receiving this Proxy Statement.
The Company will provide, without charge, to any person receiving a copy of
this Proxy Statement, upon written or oral request of such person, by first
class a copy of the Company's Annual Report on Form 10-K for the year 1994,
including the financial statements and the financial statement schedules
thereto. Such requests should be addressed to Richard A. Stimmel, President,
Pages, Inc., 801 94th Avenue North, St. Petersburg, Florida 33702.
OTHER PROPOSED ACTION
The Board of Directors does not intend to bring any other matters before
the meeting nor does the Board of Directors know of any matters which other
persons intend to bring before the meeting. If, however, other matters not
mentioned in this Proxy Statement properly come before the meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance with the
recommendation of the Board of Directors.
STOCKHOLDER PROPOSALS AND SUBMISSION
If any Stockholder wishes to present a proposal for inclusion in the proxy
materials to be solicited by the Company's Board of Directors with respect to
the next Annual Meeting of Stockholders, such proposal shall be presented to the
Company's management prior to March 20, 1996.
<PAGE> 15
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE TO
WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES. YOUR VOTE IS
IMPORTANT. IF YOU ARE A STOCKHOLDER OF RECORD AND ATTEND THE MEETING AND WISH
TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.
By Order of the Board of Directors
Dated: July 19, 1995 Charles R. Davis, Secretary
<PAGE> 16
PAGES, INC.
801 94th Avenue North
St. Petersburg, Florida 33702
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD August 31, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints S. Robert Davis, Richard A. Stimmel and
Charles R. Davis, and each of them, proxies, with full power of substitution in
each of them, in the name, place, and stead of the undersigned, to vote at the
Annual Meeting of Stockholders of PAGES, INC. on August 31, 1995, at 10:00 A.M.,
Eastern Standard Time, or at any adjournment thereof, according to the number of
votes that the undersigned would be entitled to vote if personally present, upon
the following matters:
1. Election of Directors:
For all nominees listed below Withhold Authority to vote for
(except as marked to the contrary below) all nominees listed below
S. Robert Davis, Richard A. Stimmel, Charles R. Davis,
Juan F. Sotos, M. D., and Robert J. Tierney
(Instruction: To withhold authority to vote for any nominee,
write that nominee's name in the space below.
Do not mark "Withhold Authority" above
unless you intend to withhold authority to vote for all nominees.)
_________________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
This proxy will be voted in accordance with the instructions given above. If no
instructions are given, this proxy will be voted FOR the election of directors
as set forth in the Proxy Statement.
Dated: ____________, 1995 ______________________________________
Signature
______________________________________
Signature if held jointly
<PAGE> 17
PAGES, INC.
801 94th Avenue North
St. Petersburg, Florida 33702
NOTICE OF ANNUAL MEETING OF STOCKEHOLDERS
to be Held on August 31, 1995
To the Stockholders of PAGES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of Pages,
Inc. (the "Company") will be held at 801 94th Avenue North, St. Petersburg,
Florida on August 31, 1995 at 10:00 A.M., Eastern Standard Time, to consider and
take action on the following matters:
1. To elect five Directors to serve on the Board of Directors of the
Company for one year and until their successors are duly elected and shall
qualify.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on July 6, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof. A
list of stockholders entitled to notice of and to vote at the meeting may be
examined at the executive offices of Pages, Inc. at 801 94th Avenue North, St.
Petersburg, Florida 33702.
By Order of the Board of Directors
Charles R. Davis, Secretary
Dated: July 19, 1995
<PAGE> 18
[TO BE TYPED ON PAGES LETTERHEAD]
July 6, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Pages, Inc. on August 31, 1995. The meeting will begin at 10:00 A.M. at 801
94th Avenue North, St. Petersburg, Florida.
Information regarding the matters to be voted upon at the Annual Meeting is
contained in the attached Proxy Statement. We urge you to read the Proxy
Statement carefully. The Proxy Statement is being mailed to all stockholders on
or about July 6, 1995.
Because it is important that your shares be voted at the Annual Meeting,
whether or not you plan to attend in person, we urge you to complete, date and
sign the enclosed proxy card and return it as promptly as possible in the
accompanying envelope. If you do attend the meeting and wish to vote your
shares in person, even after returning your proxy, you still may do so.
We look forward to seeing you in St. Petersburg, Florida on August 31,
1995.
Very truly yours,
s/Richard A. Stimmel
Richard A. Stimmel, President
<PAGE> 19
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a Party other than 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 240.14a-11(c) or 240.14a-6(e)(2))
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement as Specified In Its Charter)
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.
<PAGE> 20
[ ] 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
