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 statment
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
FOR BETTER LIVING
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FOR BETTER LIVING
------------------------------------------------------------------------
(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) or 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 transactions applies:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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FOR BETTER LIVING, INC.
13620 LINCOLN WAY, SUITE 380
AUBURN, CALIFORNIA 95603
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 1995
The annual meeting of stockholders of For Better Living, Inc. (the "Company")
will be held at the Sheraton Inn, 5115 Hopyard Road, Pleasanton, California
94588, on Wednesday, May 10, 1995 at 9:00 a.m., local time.
The meeting will be held to (i) elect six directors of the Company to serve
for a term of one year or until their successors are elected and qualified; and
(ii), to consider and act upon such other business as may properly come before
the meeting and at any adjournments thereof. The Bylaws of the Company require
advance written notice (as well as specific information to be included in the
notice) if any stockholder proposes to nominate a candidate for election as a
director of the Company. See the "Voting by Stockholders" section of the
Company's Proxy Statement for additional information.
The Board of Directors has fixed the close of business on April 10, 1995 as
the record date for determining those stockholders who will be entitled to vote
at the meeting and at any adjournments thereof. A complete list of stockholders
entitled to vote at the annual meeting will be available for examination by any
stockholder, for any purpose germane to the annual meeting, at the office of the
Secretary of the Company, 13620 Lincoln Way, Suite 380, Auburn, California,
95603, during the ten day period preceding the annual meeting.
The Board of Directors invites you to attend the annual meeting in person;
however, whether or not you presently plan to attend the annual meeting, please
complete, sign, date and promptly return the enclosed proxy card in the envelope
provided. If you do attend the annual meeting and wish to vote in person, you
may withdraw your proxy at that time.
By Order of the Board of Directors
Brian B. Ruttencutter
Secretary
April 18, 1995
YOUR VOTE IS IMPORTANT
IN ORDER TO INSURE THAT A QUORUM WILL BE REPRESENTED AT THE ANNUAL MEETING,
STOCKHOLDERS ARE URGED TO SEND IN THEIR PROXY CARDS AS SOON AS POSSIBLE. PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED. MAILING THE
ENCLOSED PROXY CARD WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU
DECIDE TO ATTEND THE MEETING.
<PAGE>
FOR BETTER LIVING, INC.
13620 LINCOLN WAY, SUITE 380
AUBURN, CALIFORNIA 95603
TELEPHONE: (916) 823-9600
--------------------
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
--------------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of For Better
Living, Inc. (the "Company" for use at the Company's annual meeting of
stockholders to be held on Wednesday, May 10, 1995, at 9:00 a.m., local time,
and at any adjournments thereof. The annual meeting will be held at the Sheraton
Inn, 5115 Hopyard Road, Pleasanton, California. All shares represented by each
properly executed unrevoked proxy received in time for the meeting will be voted
in accordance with the specifications therein. The Board of Directors of the
Company knows of no business, other than as specified in the notice of the
annual meeting, to be presented for action at the annual meeting. If any other
business shall properly come before the annual meeting, the proxy holders will
vote the proxies in accordance with their best judgment. Any proxy given may be
revoked at any time prior to its exercise by filing a written notice of
revocation with the Secretary of the Company, by voting at the annual meeting or
by duly executing a proxy bearing a later date.
The cost of soliciting proxies will be borne by the Company. The solicitation
will be made primarily by mail. This proxy statement is first being sent to
stockholders on or about April 18, 1995. Expenses will include reimbursement
paid to brokerage firms and others for their expenses in forwarding solicitation
materials regarding the meeting to beneficial owners. Additional solicitation of
proxies may be made by telephone or oral communication with some stockholders of
the Company. All such additional solicitation will be made by regular employees
of the Company who will not receive additional compensation therefor.
VOTING BY STOCKHOLDERS
Holders of record of the Company's 877,816 shares of common stock, $0.05 par
value per share ("Common Stock"), outstanding at the close of business on April
10, 1995, the record date with respect to this solicitation, are entitled to
receive notice of and to vote at the annual meeting and at any adjournments
thereof.
The Bylaws of the Company provide for specific procedures to be followed in
the event that a stockholder of the Company wishes to nominate a person to be a
director of the Company. These provisions require, among other things, advance
written notice to the Secretary of the Company at least 30 days but not more
than 90 days prior to any meeting of stockholders at which directors are to be
elected, provided, that if notice of any such meeting is mailed or given to
stockholders of the Company
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less than 40 days prior to any meeting, then the notice to the Secretary of the
Company must be received by the Company within 10 days after notice of any such
meeting is mailed or given to stockholders of the Company. The Bylaws of the
Company require that specific information be included in the notice and provide
that any person not properly nominated in accordance with the Bylaws prior to a
meeting of stockholders may not be elected as a director of the Company at such
meeting. The Bylaws of the Company also require advance notice of other matters
that stockholders intend to present for a vote at any meeting of stockholders.
Votes cast by proxy or in person at the annual meeting will be counted by the
persons appointed by the Company to act as election inspectors for the annual
meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum and for purposes of determining the
outcome of any matter submitted to the stockholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of "votes cast."
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters). Any unmarked proxies, including those submitted by
brokers or nominees, will be voted as indicated on the accompanying proxy card.
No stockholder is entitled to cumulate votes in the election of directors
unless the name or names of a candidate or candidates for election as directors
have been placed in nomination by a stockholder and the stockholder has given
notice at the meeting, prior to the voting, of the stockholder's intention to
cumulate his or her votes. If any stockholder has given such notice, all
stockholders may cumulate their votes with respect to the candidates in
nomination. Cumulative voting rights entitle a stockholder to give one nominee
as many votes as is equal to the number of directors to be elected, multiplied
by the number of shares owned by the stockholder, or to distribute such votes
among two or more nominees as the stockholder sees fit. In the event of
cumulative voting, the proxy holders intend to distribute the votes represented
by the proxies solicited hereby in such proportion as they see fit.
On matters other than the election of directors, each share is entitled to
one vote and the holders of a majority of the shares voting at the meeting, in
person or by proxy, will be able to adopt each resolution if they choose to do
so. If the voting for the election of directors is not conducted by cumulative
voting, each share will likewise be entitled to one vote and the holders of a
majority of shares voting at the meeting in person or by proxy will be able to
elect all six directors from the persons nominated if they choose to do so.
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COMMITTEES AND BOARD MEETINGS
The Board of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee is presently composed of Messrs. Peter F. Sullivan
(Chairman), F.G. Fabian and William S. Farmer. The Audit Committee performs
numerous functions, including meeting with the Company's independent auditors to
review the scope, conduct and results of the annual audit, and reviewing the
selection of acceptable accounting principles and the company's system of
internal accounting controls. The Audit Committee held one meeting during the
fiscal year ended December 31, 1994. The Compensation Committee is presently
composed of Messrs. William S. Farmer (Chairman), Richard G. Fabian and Peter F.
Sullivan. The Compensation Committee is responsible for overseeing compensation
and administering the Company's various compensation plans. The Compensation
Committee held six meetings during the fiscal year ended December 31, 1994. See
the "Report of the Compensation Committee" section of this Proxy Statement for a
report of the Company's 1994 fiscal year compensation. The Board of Directors
has no nominating committee or other committee that performs the functions of a
nominating committee.
The Company's Board of Directors held five meetings during the fiscal year
ended December 31, 1994 and each director attended 75% or more of the total
meetings of the Board of Directors and committees of the Board on which they
served.
COMPENSATION OF DIRECTORS
All directors receive a retainer of $5,000 per annum, payable in May, plus
a fee of $600 per day for each meeting of the Board of Directors or committee
meeting attended and $300 for participating in Board or committee
teleconferences. Each director of the Company was granted 1,000 performance
share units during fiscal year 1994 pursuant to the Company's Performance Share
Plan (see the "Performance Share Plan" section of this Proxy Statement) and was
covered under the Company's Executive Medical Service Plan (see the "Executive
Medical Service Plan" section of this Proxy Statement). Mr. Richard G. Fabian,
Ms. Lewis-Gordon and Mr. Stockbridge were awarded 2,000, 3,000 and 1,500
performance recognition units, respectively, during fiscal year 1994 pursuant to
the Company's Performance Recognition Plan (see the "Performance Recognition
Plan" section of this Proxy Statement). Mr. F.G. Fabian, Jr. received annual
compensation of $130,000 in 1994 for his services as Chairman Emeritus. During
1994 Mr. William S. Farmer was assigned special committee assignments and
received compensation of $7,500 for the work performed.
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SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth information as of March 20, 1995 with respect to
(i) persons known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock, (ii) each director (including nominees) of
the Company, (iii) the individual who was Chief Executive Officer of the Company
(iv) the four other most highly compensated executive officers of the Company
and (v) all directors (including nominees) and executive officers of the Company
as a group.
NUMBER OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED (A) OF CLASS
- ------------------------------- ---------------------- ------------
Richard G. Fabian
c/o For Better Living, Inc.
13620 Lincoln Way, Suite 380
Auburn, California 95603 461,763(b) 52.6%
Moses E. Cordova
6970 E. Via El Estribo
Anaheim, California 92807 118,711(c) 13.5%
F.G. Fabian, Jr. 23,100(d) 2.6%
Walter B. Hahne 8,670(e) 1.0%
Peter F. Sullivan 1,333(f) *
Danna Lewis-Gordon 472(g) *
Karl M. Stockbridge 311(h) *
William S. Farmer 0 *
George West 0 *
All directors (including nominees) and
executive officers as a group (10 persons) 496,336(i) 56.5%
- --------------------
(a) Except as otherwise noted below, beneficial ownership includes both voting
and investment power with respect to the shares indicated.
(b) Includes 448,840 shares held by Mr. Richard G. Fabian as trustee of the
Fabian 1974 Irrevocable Trust. Mr. Richard G. Fabian is not a beneficiary of
the Trust. Also includes 1,768 shares owned by All Saints Company, a
not-for-profit corporation of which Mr. Richard G. Fabian is President, and
564 shares which Mr. Richard G. Fabian has the right to purchase on or
before June 13, 1995 by surrendering vested performance share Units under
the Performance Share Plan (see the "Performance Share Plan" section of this
Proxy Statement).
(c) Includes 4,200 shares held in the names of Mr. Cordova's children over which
Mr. Cordova exercises voting control.
(d) Includes 9,555 shares held by Insurer's Finance Corporation of which Mr.
F.G. Fabian, Jr. is President and owner.
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(e) Includes 447 shares which Mr. Hahne has the right to purchase on or before
June 13, 1995 by surrendering vested performance share Units under the
Performance Share Plan
(f) Includes 734 shares which Mr. Sullivan has the right to purchase on or
before June 13, 1995 by surrendering vested performance share Units under
the Performance Share Plan.
(g) Includes 472 shares which Ms. Lewis-Gordon has the right to purchase on or
before June 13, 1995 by surrendering vested performance share Units under
the Performance Share Plan.
(h) Includes 311 shares which Mr. Stockbridge has the right to purchase on or
before June 13, 1995 by surrendering vested performance share Units under
the Performance Share Plan.
(i) Includes 2,528 shares which Messrs. Richard G. Fabian, Hahne, Sullivan,
Stockbridge and Ms. Lewis-Gordon have the right to purchase on or before
June 13, 1995 by surrendering vested performance share Units under the
Performance Share Plan. See notes (b), (e), (f), (g) and (h).
* Less than 1%.
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ELECTION OF DIRECTORS
Directors are elected at each annual meeting of stockholders and hold office
until their respective successors are duly elected and qualified. The full Board
consists of six directors. Certain information as of April 18, 1995 with respect
to the six nominees for election as directors for whom votes will be cast
pursuant to the proxies hereby solicited is set forth below. Although it is
anticipated that each nominee will be available to serve as a director, should
any nominee become unavailable to serve, the persons named in the proxy or their
substitutes shall be entitled to vote for a substitute designated by the Board
of Directors.
DIRECTOR PRINCIPAL OCCUPATIONS
NAME AGE SINCE DURING THE LAST FIVE YEARS
- ----------------------- ----- ---------- ---------------------------------------
Richard G. Fabian (a) 52 1984 Chairman of the Board, President and
Chief Executive Officer of the Company
since July 1, 1993. Vice Chairman from
1992 to July 1, 1993. Priest, St.
Gregory Nyssen Episcopal Church, a
Parish of the Episcopal Diocese of
California, since 1978.
F.G. Fabian, Jr. (a) 80 1969 Chairman Emeritus since July 1, 1993.
Chairman of the Board and Chief
Executive Officer of the Company from
1969 to July 1, 1993. President of the
Company from 1969 to 1988 and from 1992
to July 1, 1993.
William S. Farmer 53 1993 Attorney and Partner with Collette &
Erickson since August 1989.
Danna Lewis-Gordon 43 1993 Chief Executive Officer and President
of Surfer Publications since 1990.
Publisher and Vice President of Surfer
Publications from 1982 to 1990.
Karl M. Stockbridge (b) 39 1993 Vice President of the Company since
July 1, 1993. Business Manager of trust
funds, including 1974 Fabian
Irrevocable Trust since 1988. President
of Precision Manufacturing Company
from 1984 to 1988.
Peter F. Sullivan (c) 55 1992 Employed by J.D. Edwards & Company
("JDE") since 1983 in various
capacities, including Director of
Client Services, Product Development
Manager and Director of Industry
Marketing. Currently Senior Marketing
Consultant for the Eastern Area of JDE.
JDE is a provider of packaged financial
software applications.
- --------------------
(a) Richard G. Fabian is the son of F.G. Fabian, Jr.
(b) Mr. Stockbridge was President of Precision Tablet Manufacturing Company, a
food product manufacturer, from 1984 to 1988. In 1988 Precision Tablet
recalled one of its largest selling products due to bacterial contamination.
Efforts to correct the contamination were unsuccessful which resulted in
further recalls and the eventual bankruptcy of Precision Tablet.
(c) Mr. Sullivan is the first cousin of Richard G. Fabian and the nephew of F.G.
Fabian, Jr.
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EXECUTIVE OFFICERS
The following table provides information regarding the executive officers of
the Company, each of whom serves at the pleasure of the Board of Directors.
PRINCIPAL OCCUPATIONS
NAME AGE DURING THE LAST FIVE YEARS
- ---------------------- ----- --------------------------------------------------
Richard G. Fabian 52 Chairman of the Board, President and Chief
Executive Officer of the Company since July 1,
1993. Vice Chairman from 1992 to July 1, 1993.
Priest, St. Gregory Nyssen Episcopal Church, a
parish of the Episcopal Diocese of California,
since 1978.
George S. West 53 President and Chief Executive Officer of The
Quikset Organization since July 1, 1993. Senior
Vice President of Field Point Capital Management
Company from 1992 to July 1, 1993. President and
Chief Operating Officer of ESI Industries, Inc.
from 1988 to 1992.
Danna Lewis-Gordon 43 President and Chief Executive Officer of Surfer
Publications since 1990. Publisher and Vice
President of Surfer Publications from 1982 to
1990.
Karl M. Stockbridge 39 Vice President of the Company since July 1, 1993.
Business Manager of trust funds, including 1974
Fabian Irrevocable Trust since 1988. President of
Precision Tablet Manufacturing Company from 1984
to 1988.
Brian B. Ruttencutter(a) 41 Chief Financial Officer and Vice President,
Finance of the Company and The Quikset
Organization since September 13, 1993. Controller
and Vice President, Finance and Administration of
PBS Building systems of America, Inc. from 1984
to September 8, 1993.
Walter B. Hahne 58 Vice President of The Quikset Organization since
1989. Executive Vice President of the Company
from 1986 to 1990.
Kenneth A. Boudreau 44 Vice President of The Quikset Organization since
1988 and Controller of The Quikset Organization
from 1980 to 1988.
- ---------------------
(a) As described in the table above, Mr. Ruttencutter was an officer of PBS
Building Systems of America, Inc. from 1988 through September 1993. In March
1995, as a result of a significant decline in business, its inability to
obtain necessary guarantees for performance bonds required for its
construction contracts and its failure to meet its payment requirements
under short-term and long-term debt obligations, PBS filed for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee was composed of Messrs. William S. Farmer,
Chairman of the Committee, Peter F. Sullivan, and Richard G. Fabian. Mr. Richard
G. Fabian is currently the Chairman of the Board, President and Chief Executive
Officer of the Company. Mr. Sullivan is the first cousin of Richard G. Fabian.
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REPORT OF THE COMPENSATION COMMITTEE
OVERVIEW
As members of the Compensation Committee (the "Committee"), it is our duty
to administer the Company's various compensation plans including the Incentive
Bonus Compensation Plan (the "Bonus Plan") and the Performance Share Plan (the
"Performance Share Plan"). In addition, we review the compensation of the
corporate executive officers and establish plans and set policy for the Company
for all salaries, bonuses and other incentive programs. The Committee also makes
an annual review of the operations of these programs and considers their
effectiveness and the need for any changes.
The Committee reviewed the compensation policies and practices of the
Company throughout 1994. The Committee made adjustments to some components of
the Bonus Plan, and recommended adoption of a new plan for long-term
compensation, the Performance recognition Plan (the "Performance Recognition
Plan"). These changes reflect the Committee's continuing effort to have the
Company's compensation policies and plans ensure the recruitment and retention
of highly qualified management, with increasing emphasis on compensation tied to
profit and long-term growth of the Company. In performing its function, the
Committee relied on an analysis of the Company's compensation policies and
structure previously performed by an independent benefits and compensation
consulting firm and on industry compensation data provided by that firm.
The Compensation Committee has given consideration to the tax consequences
to the Company of various payments and benefits under the Company's compensation
structure in light of the recent adoption of Section 162 (m) of the Internal
Revenue Code of 1986, as amended ("Section 162(m)"). After a review of the
compensation structure, however, the Compensation Committee does not believe
that any deductibility issues will arise pursuant to such Section 162 (m) given
the current compensation of the officers of the Company. The Compensation
Committee is willing, however, to consider various alternatives to preserving
the deductibility of compensation payments and benefits to the extent reasonably
practicable and to the extent consistent with its other compensation objectives.
EXECUTIVE COMPENSATION
The Company's philosophy in establishing executive compensation is to
provide salary and bonus opportunities to allow the attraction and retention of
highly qualified executive officers. To establish base salary ranges the Company
compares itself with the compensation practices of a cross-section of United
States industrial organizations with comparable revenues. In addition, where
appropriate, organizations within comparable industries are utilized where
comparison data is readily available. In order to attract and retain high
quality executives and to maximize the incentive to produce profit and long-term
growth, the Committee adopted a philosophy of setting the base salary of
executives of the Company at or below the median level of prevailing salary
levels in comparable reference groups, while at the same time providing an
incentive bonus and long-term compensation opportunity which, together with the
base salary, would reward executives for performance as measured by pre- tax
earnings related to that executive officer's area of responsibility. It is the
Committee's intention to structure the base salary and incentive compensation
system so that executive officers will be compensated, in the aggregate, above
the median of comparable industry compensation levels when substantial earnings
or other contributions recognized by the Committee are achieved. On the other
hand, it is the Committee's philosophy that the total compensation paid to
executive officers who do not meet their profit
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commitment, or do not make other substantial contributions to the Company which
the Committee recognizes, be set at a level below, or no higher than, the median
level of comparable industry reference standards. The Committee, consistent with
its philosophy, set the base salaries of Mr. Richard G. Fabian and Mr. Karl M.
Stockbridge at or below the median level of comparable salaries in similar
industries and adopted company-wide policies that reflect the Committee's
philosophy.
Bonuses paid to the Company's executive officers are principally based on
the Bonus Plan (see the "Incentive Bonus Compensation Plan" section of this
Proxy Statement). Awards under the Bonus Plan are based on the pre-tax earnings
related to an executive officer's area of responsibility. Each participant in
the Bonus Plan must make a profit commitment with respect to his or her area of
responsibility, and such commitment must be approved by the Board of Directors.
The Committee also makes awards of discretionary bonuses separate from the Bonus
Plan where, due to special circumstances, that plan fails adequately to reward
important contributions to the Company's long-term growth, profitability or
stability. Although no bonus pursuant to the Bonus Plan was awarded to Mr.
Richard G. Fabian or Mr. Karl M. Stockbridge during 1994, the Committee awarded
a discretionary bonus to Mr. Stockbridge. (See the Summary Compensation Table of
this Proxy Statement)
Long-term compensation is intended to provide financial incentives for
executive officers based on the Company's performance over a period of years.
The Company's programs are designed to recognize that current business decisions
will affect the Company's future results. Long-term compensation is provided by
the Performance Share Plan and the Performance Recognition Plan (see the
"Performance Share Plan" and "Performance Recognition Plan" sections of this
Proxy Statement). The Performance Share Plan provides for the award of Units to
an executive officer for a particular year based upon his or her contribution to
profit in his or her area of responsibility during such year. An executive
officer is awarded Units in the Performance Share Plan based on his or her
current year bonus award (bonus divided by current net book value per common
share). Discretionary bonuses are not considered in determining awards of
Performance Share Units. No Performance Share Units were awarded to Mr. Richard
G. Fabian or Mr. Karl M. Stockbridge pursuant to the Performance Share Plan, but
each did receive 1,000 Performance Share Units for serving as a director of the
Company as reflected in the Performance Share Award table of this Proxy
Statement. The Performance Recognition Plan is designed to reward certain key
executives, approved by the Board of Directors, for future contributions to the
long-term profitability and growth of the Company and to provide an incentive
for continued service. During 1994, the Committee recommended, and the Board
approved, awards of Performance Recognition Units as reflected in the
Performance Recognition Plan Awards table of this Proxy Statement.
Mr. Richard G. Fabian did not participate in Compensation Committee
discussions or decisions concerning his own compensation.
Compensation Committee
William S. Farmer, Chairman
Richard G. Fabian
Peter F. Sullivan
9
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PERFORMANCE GRAPH
The following is a graph which compares the five year cumulative return
(see note (1) below) from investing $100 at the end of 1989 in the Company's
Common Stock, the NASDAQ U.S. Stock Market and issuers traded on NASDAQ
("Similar Issuers"). The ten Similar Issuers (see note (2) below) included in
the performance graph were chosen because they had similar market capitalization
as the Company.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Cumulative Total Return
---------------------------------------------
12/89 12/90 12/91 12/92 12/93 12/94
For Better Living .............. 100 63 64 73 66 75
PEER GROUP ..................... 100 44 142 121 144 93
NASDAQ STOCK MRKT-US ........... 100 85 136 159 181 177
- -------------------------
(1) Cumulative return assumes reinvestment of dividends.
(2) The Similar Issuers group was comprised of the following ten companies:
Tri-Lite, Inc., Biosafety Systems, Inc., Consolidated Technology Group,
Ltd., Guardian Bancorp, Rimage Corporation, Atlantic Beverage, Inc., Icot
Corporation, TSR, Inc., Panatech Research and Development Corporation, and
Bank Southington Connecticut.
10
<PAGE>
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS REGARDING COMPENSATION AND THE PERFORMANCE GRAPH THAT APPEARS
IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
<TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to the compensation
paid to or earned by the Chief Executive Officer of the Company and the four
other most highly compensated executive officers of the Company to the extent
required by the applicable rules of the Securities and Exchange Commission.
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- --------------------
OTHER AWARDS(A) ALL OTHER
ANNUAL (NUMBER LTIP COMPEN-
SALARY BONUS COMP. OF PAYOUTS(B) SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) UNITS) ($) ($)
- --------------------------- ------ --------- --------- ------------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard G. Fabian .......... 1994 132,616 -- -- 3,000 4,050 12,800(c)
Chairman of the Board 1993 61,125 -- -- 1,000 7,010 54,300(d)
and Chief Executive Officer 1992 -- -- -- 1,000 -- 43,000(e)
George S. West ............. 1994 215,000 -- -- 3,000 -- 678(f)
President & CEO, 1993 105,019 50,000 104,355(g) 1,798 -- --
The Quikset Organization 1992 -- -- -- -- -- --
Danna Lewis-Gordon ......... 1994 142,203 111,355 -- 9,761 11,764(f)(h)
President & CEO, 1993 135,000 41,818 -- 2,025 7,557 8,300(c)
Surfer Publications 1992 135,000 37,126 -- 1,756 11,810 --
Walter B. Hahne ............ 1994 150,000 35,000 -- 3,000 4,769 --
Vice President, 1993 149,711 47,978 -- 2,323 13,434 --
The Quikset Organization 1992 135,000 35,000 -- 1,656 37,838 --
Karl M. Stockbridge ........ 1994 125,000 40,000 -- 2,500 -- 13,663(f)(h)
Vice President 1993 61,910 10,000 -- 1,000 -- 53,200(i)
1992 -- -- -- 1,000 -- 30,200(j)
<FN>
- --------------------
(a) Awards include units granted under the Performance Share Plan and the
Performance Recognition Plan (see the "Performance Share Plan" and the
"Performance Recognition Plan" sections of this
11
<PAGE>
Proxy Statement) as follows:
1994: Mr. Richard G. Fabian, 1,000 Performance Share Units and 2,000
Performance Recognition Units; Mr. West, 3,000 Performance Recognition
Units; Ms. Lewis-Gordon, 6,761 Performance Share Units and 3,000
Performance Recognition Units; Mr. Hahne, 3,000 Performance Recognition
Units; Mr. Stockbridge, 1,000 Performance Share Units and 1,500 Performance
Recognition Units.
1993: All units shown are Performance Share Units.
1992: All units shown are Performance Share Units.
(b) Amounts include the final matured value of Units awarded to the executive
officers in prior years under the Performance Share Plan (see the
"Performance Share Plan" section of this Proxy Statement). Pursuant to the
Performance Share Plan, participants may elect to have the value of their
matured Units paid out in cash, credited towards the purchase of the
Company's Common Stock or credited to a deferred account. Amounts credited
to a deferred account are treated as "payouts" in the Summary Compensation
Table in the year the matured Units are credited to the account.
The date of award, number of Units and matured value by year of maturity
and by executive are as follows:
1994: Mr. Richard G. Fabian, December 27, 1986, 1,000 Units, $4,050; Mr.
Hahne, December 30, 1989, 3,179 Units, $4,769.
1993: Mr. Richard G. Fabian, December 28, 1985, 1,000 Units, $7,010; Mr.
Hahne, December 31, 1988, 4,419 Units, $13,434; Ms. Lewis-Gordon, December
28, 1985, 1,078 Units, $7,557.
1992: Mr. Hahne, December 29, 1984, 1,901 Units, $14,581 and December 26,
1987, 11,128 Units, $23,257; Ms. Lewis-Gordon, December 29, 1984, 1,082
Units $8,299 and December 26, 1987, 1,680 Units, $3,511.
(c) Director's fees.
(d) Includes $11,100 paid to Mr. Richard G. Fabian for Director's fees, $18,000
for Vice Chairman fees and $25,200 for consulting fees.
(e) Includes $7,000 paid to Mr. Richard G. Fabian for Director's fees and
$36,000 for Vice Chairman fees.
(f) Includes a 10% matching contribution under the provisions of the Company's
401(k) Plan of the following amounts: Mr. West, $678; Ms. Lewis-Gordon,
$764; Mr. Stockbridge, $863.
(g) Relocation expense reimbursement.
(h) Includes Director's fees in the following amounts: Ms. Lewis-Gordon,
$11,000; Mr. Stockbridge, $12,800.
(i) Includes $7,700 paid to Mr. Stockbridge for Director's fees and $45,500 for
consulting fees.
(j) Consultant fees.
</TABLE>
12
<PAGE>
INCENTIVE BONUS COMPENSATION PLAN
The Company has a Bonus Plan for the executive officers of the Company and
its operating subsidiaries and divisions and other key executives. The Bonus
Plan provides for bonus awards based on annual pre-tax earnings and profits with
reference to each participant's area of responsibility. Each participant must
make a profit commitment to the Board of Directors at the beginning of the
fiscal year with respect to his or her area of responsibility and such
commitment must be approved by the Board of Directors. The Board of Directors
typically requires that this "hardcore" commitment approximate the prior year's
profit achievement plus earning commitments on new capital invested.
The Bonus Plan generally provides for awards, based on the participant's
area of responsibility, of (a) 4% of earnings before taxes ("Earnings") for the
first $500,000 earned; plus 3% of Earnings between $500,000 and $1,000,000; plus
2% of Earnings between $1,000,000 and $2,000,000; plus 1% of Earnings above
$2,000,000, whether or not the hardcore commitment is achieved, and (b) if the
hardcore commitment is achieved, an additional amount equal to the greatest of
(i) 5% of the increase in Earnings over a predetermined previous level of profit
attained by the participant; (ii) depending on the participant's area of
responsibility, 10% of either (1) the increase in the hardcore commitment over
the pre-determined previous level of profit attained by the participant or (2)
the difference between a pre-determined "growth target" and the hardcore
commitment (if this growth target is achieved); or (iii) 10% of the amount by
which Earnings were increased on every dollar of invested capital (equity and
long term debt) over the previous high for the area of responsibility up to a
maximum of 100% of Earnings on invested capital. There is no limitation on the
amount which may be paid to any participant or paid in the aggregate under the
Bonus Plan. In the case of Mr. George S. West, he will be paid according to the
terms of the Bonus Plan or 2% of The Quikset Organization's Earnings, whichever
is greater. In the case of Ms. Lewis-Gordon, for 1994 only, she was paid 1.5
times the bonus she would have earned as described above. Effective January 1,
1994 the Bonus Plan was modified for employees of The Quikset Organization so
that no bonus would be paid unless the participant achieved at least 75% of his
or her profit plan for the year. Bonuses are generally paid in March of the
following year.
EXECUTIVE MEDICAL SERVICE PLAN
The Company's directors and executives are covered under an Executive
Medical Service Plan which provides up to an aggregate of $10,000 per year for
each such person and the covered members of the participant's family for all
medical expenses not otherwise covered by the Company's standard insurance
plans.
EXECUTIVE DEFERRED COMPENSATION PLAN
The Company has an Executive Deferred Compensation Plan under which key
employees and directors of the Company and its subsidiaries, upon approval of
the Board of Directors, may elect to defer up to 100% of their annual
compensation, including bonuses. In addition, participants may, with the
permission of the Board of Directors, transfer previously deferred compensation
under other arrangements with the Company to the Executive Deferred Compensation
Plan.
The Company will credit each participant's deferred compensation account
with an amount equal to the interest such account would have earned if it had
earned interest for the relevant time period at
13
<PAGE>
the prime rate or reference rate of the Company's primary bank. Alternatively, a
participant may elect, in advance, to receive, in lieu of such interest, an
amount which is based on any increase or decrease in the net book value per
share of the Company's Common Stock for the relevant period. Participants have
the option to select one or more of the above investment options and to change
periodically any previous selections. Participants in the Executive Deferred
Compensation Plan are unsecured creditors of the Company. Deferred amounts may
be paid in a lump sum, or over a period of years, at a certain date, at
retirement, or upon termination of employment, and, until received, will not be
subject to federal or state income taxes under current law.
PERFORMANCE SHARE PLAN
The Company has a Performance Share Plan under which units ("Units") may be
awarded by the Board of Directors to key executives of the Company and its
subsidiaries and to directors of the Company. The purposes of the Performance
Share Plan are to provide a continuing incentive compensation program to key
executives based upon their individual contributions to profit and to encourage
continued service by directors of the Company.
The Performance Share Plan provides that the number of Units awarded to an
executive for a particular year shall be based on his or her contribution to
profit in his or her operating unit during such year. An executive is awarded
Units in the Performance Share Plan based on his or her current year bonus award
(bonus divided by current net book value per common share). Additionally, the
Board of Directors may award fully vested Units to an executive in exchange for
up to 50% of the executive's base compensation. Each member of the Board of
Directors may be awarded up to 1,000 Units per year based on his or her service
on the Board of Directors. A Unit matures five years after its award (subject to
a maximum extension of three years) and has a value equal to the increase in net
book value per share of the Company's Common Stock from the date of award until
the date of maturity, plus cash dividends paid on a share of the Company's
Common Stock during such period. The value of matured Units is payable in cash
within 75 days after maturity or may be used for the purpose of purchasing the
Company's Common Stock at its then prevailing market price, subject to certain
terms and conditions regarding the number of Units eligible for surrender and
the amount credited against the purchase price of Common Stock upon surrender of
a vested Unit. Units awarded under the Performance Share Plan "vest" at the rate
of 20% per year. If a participant ceases to be an employee or director of the
Company before five years have elapsed, he or she will forfeit a portion of his
or her Units and will receive payment of the remainder measured by the increase
in net book value per share of the Company's Common Stock from the date of award
to the anniversary date of award preceding the termination of his or her
employment or service as a director, plus cash dividends paid on a share of
Common Stock during such time period. Payments made under the Performance Share
Plan are taxable to participants and deductible by the Company as compensation.
The Performance Share Plan provides that a participant may borrow from the
Company an amount necessary to pay federal or state income taxes incurred by
such participant upon the surrender of Units for the purchase of Common Stock.
The Performance Share Plan permits the participants to elect to have the
value of their matured Units credited by the Company to a Performance Share Plan
account rather than receiving cash or acquiring Common Stock. The Company will
credit each participant's Performance Share Plan account
14
<PAGE>
with an amount equal to the interest such account would have earned if it had
earned interest for the relevant time period at the prime rate or reference rate
of the Company's primary bank. Alternately, a participant may elect, in advance,
to receive, in lieu of such interest, an amount which is based on any increase
or decrease in the net book value per share of Common Stock for the relevant
period.
The following table sets forth information with respect to Units awarded
under the Performance Share Plan for the fiscal year ended December 31, 1994 to
the individual who held the position of Chief Executive Officer of the Company
and the four other most highly compensated executive officers of the Company.
PERFORMANCE SHARE PLAN
AWARDS IN 1994
AWARDS ESTIMATED FUTURE
(NUMBER MATURITY PAYOUTS
NAME OF UNITS) PERIOD (A) ($) (B)
- -------------------- ---------- ------------ ---------
Richard G. Fabian ...... 1,000 Five Years 1,070
George S. West .......... -- -- --
Danna Lewis-Gordon ..... 6,761 Five Years 7,234
Walter B. Hahne ........ -- -- --
Karl M. Stockbridge ..... 1,000 Five Years 1,070
- -------------------
(a) The maturity period may be extended for an additional three years at the
election of the participant and upon approval of the Board of Directors.
(b) The estimated future payouts of these Units, which were awarded as of
December 31, 1994, was determined by discounting at 7% the expected value
of the Units at the end of the maturity period. Because the net book value
of the Company's Common Stock decreased over the fiscal year ended December
31, 1994, the expected value was based on the average increase in net book
value of the Common Stock of the Company during the previous five year
period plus the cash dividends paid on Common Stock over the same period.
PERFORMANCE RECOGNITION PLAN
In May of 1994, the Company adopted its Performance Recognition Plan. Under
the Performance Recognition Plan units ("PRP Units") are granted by the
Compensation Committee to those certain eligible employees, officers and
directors selected by the Committee. The purposes of the Performance Recognition
Plan are to provide a continuing incentive compensation program to key employees
and officers based upon their individual contributions to the Company and to
encourage continued service by key employees, officers and directors of the
Company.
The Performance Recognition Plan provides that PRP Units may be granted to
participants at the discretion of the Committee. Each participant's rights in
the PRP Units are limited to the right to receive cash as provided pursuant to
the Plan. A PRP Unit vests at the rate of 10% per year over 10 years and fully
matures at the end of 10 years from the date of grant. Upon the maturity of a
PRP Unit,
15
<PAGE>
the participant becomes entitled to a payment from the Company with respect to
such PRP Unit in an amount equal to the greater of (a) the difference (if a
positive number) between the book value of the PRP Unit at the date of maturity
and the book value of the PRP Unit at the date of grant, and (b) the difference
(if a positive number) between the fair market value of the PRP Unit at the date
of maturity and the fair market value of the PRP Unit at the date of grant. The
book value of a PRP Unit at the date of grant equals the consolidated
shareholders' equity of the Company divided by one-tenth of the number of
outstanding shares of Common Stock, both of which amounts are determined as of
the date of grant. The book value at the date of maturity is determined in the
same manner except that the values used are as of the date of maturity and the
shareholders' equity (i) is increased by cash dividends paid and the amount of
any distributions to shareholders (including any repurchases, redemptions or
retirements of shares) since the date of grant and (ii) is reduced by any
additions to shareholders' equity arising from the issuance of shares or other
capital contributions since the date of grant. The fair market value of a PRP
Unit at the date of grant equals 10 times the fair market value of a share of
the Company's Common Stock, as determined in accordance with the Performance
Recognition Plan, at the date of grant. The fair market value of a PRP Unit at
the date of maturity is determined in the same manner except the value used is
as of the date of maturity and the calculation is adjusted to account for stock
dividends, stock splits or like capital adjustments since the date of grant.
The value of matured PRP Units is payable in cash on or before the first
day of the third month beginning after the maturity of the PRP Unit.
Participants are entitled to elect to defer receipt of all or a portion of the
cash payment and have said amount credited to the participant's account in the
Company's Deferred Compensation Plan. If a participant ceases to be an employee
or director of the Company before 10 years have elapsed, he or she will forfeit
a portion of his or her PRP Units and will receive payment of the remainder
measured by the same formula set forth above, but only as to those PRP Units
that have vested at the time of termination of the participant's employment.
Payments made under the Performance Recognition Plan are taxable to participants
and deducted by the Company as compensation.
<TABLE>
The following table sets forth information with respect to PRP Units
awarded under the Performance Recognition Plan for the fiscal year ended
December 31, 1994 to the Chief Executive Officer of the Company and the four
other most highly compensated executive officers of the Company.
<CAPTION>
PERFORMANCE RECOGNITION PLAN
AWARDS IN 1994
POTENTIAL REALIZED VALUE
AT MATURITY DATE
VALUE PER PRP UNIT AT ASSUMED RATES OF
AT GRANT DATE(A) APPRECIATION IN FAIR FUTURE
------------------- MARKET VALUE(B) PAYOUTS
AWARD PERCENT FAIR ------------------- BASED ON
(NUMBER OF TOTAL NET BOOK MARKET NET BOOK
NAME OF UNITS) GRANTED VALUE ($) VALUE ($) MATURITY DATE 5% 10% VALUE ($)(C)
- ------------------- ---------- ---------- ---------- --------- ----------------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard G. Fabian 2,000 16.0% 206.50 97.50 December 26, 2003 122,600 310,800 73,400
George S. West 3,000 24.0% 206.50 97.50 December 26, 2003 183,900 466,200 110,100
Danna Lewis-Gordon 3,000 24.0% 206.50 97.50 December 26, 2003 183,900 466,200 110,100
Walter B. Hahne 3,000 24.0% 206.50 97.50 December 26, 2003 183,900 466,200 110,100
Karl M. Stockbridge 1,500 12.0% 206.50 97.50 December 26, 2003 91,950 233,100 55,050
16
<PAGE>
<FN>
- -----------------
(a) The net book value per PRP Unit was ten times the net book value per share
of the Company's Common Stock on December 26, 1993. The fair market value
per PRP Unit was ten times the average of the bid and ask price of the
Company's Common Stock on December 26, 1993. The "fair market value" of the
Company's Common Stock is determined by the Compensation Committee taking
into account bid and ask price and trading volume.
(b) The 5% and 10% assumed rates of appreciation are required by the Securities
and Exchange Commission and do not represent the Company's estimate or
projection of the future price of its Common Stock. There is no assurance
provided to any executive officer or any other holder of the Company's
securities that the actual stock price appreciation over the term of the
PRP Units will be at the assumed levels or at any other defined level.
(c) The estimated future payouts was determined by discounting at 7% the
expected net book value of the PRP Units at the end of the maturity period.
Because the net book value of the Company's Common Stock decreased over the
fiscal year ended December 31, 1994, the expected value was based on the
average increase in net book value of the Common Stock of the Company
during the previous ten year period plus the cash dividends paid on Common
Stock over the same period.
</TABLE>
KEY PERSON INCOME PROTECTION PLAN
The Company has a Key Person Income Protection Plan (the "Protection Plan")
for certain key executives. The key executives participating in the Protection
Plan have been divided into two classes: Class A covers the Chairman of the
Board and President of the Company and Class B covers, among others, the chief
executive officers of the operating subsidiaries and divisions and the Vice
Presidents of the Company. The benefits under the Protection Plan as of December
31, 1994 were as follows:
CLASS A CLASS B
-------------------- --------------------
$2,400 per each $1,200 per each
year of service* year of service*
Nonvested retirement benefits for ten years for ten years
- -----------------
* For purposes of the Protection Plan, a "year of service" means every year
of service to the Company after age 55; however, a participant in the
Protection Plan will not receive credit for more than ten years of service
and will not be entitled to any retirement benefits unless he or she has
participated in the Protection Plan for three years.
Messrs. R.G. Fabian, West, Stockbridge, Ruttencutter, Hahne and Boudreau
and Ms. Lewis- Gordon are covered by the Protection Plan. Class A and Class B
participants who continue their employment with the Company and retire after age
65 will be entitled to receive an annual benefit of $24,000 and $12,000,
respectively, per year for ten years after retirement.
ASSOCIATED CONCRETE PRODUCTS PENSION PLAN
Mr. Hahne is a participant in the Associated Concrete Products, Inc.
("Associated") Pension Plan (the "Pension Plan"), which is a defined benefit
plan. Associated is a wholly-owned subsidiary of the
17
<PAGE>
Company. The amount of the contribution to the Pension Plan for the benefit of
Mr. Hahne cannot be readily calculated by the regular actuaries for the Pension
Plan and is therefore not determinable. The current estimated annual benefit
payable upon retirement to all Pension Plan participants is $372 per year of
service with Associated. Payment of benefits is based solely upon years of
service and not upon salary or other compensation paid to participants. Benefits
under the Pension Plan do not vest until the participant has five years of
credited service with Associated. Payments of benefits are not subject to any
deduction for Social Security benefits or other offset amounts. Mr. Hahne
presently has been credited with 35 years of service and upon continued
employment and retirement at age 65, he will be entitled to receive estimated
annual benefits of $9,038.
CERTAIN TRANSACTIONS
William S. Farmer, a director of the Company, is a partner in the law firm
of Collette & Erickson, which has provided legal representation to the Company
in connection with certain matters. During fiscal 1994, Collette & Erickson was
paid $174,000 by the Company for performance of legal services on behalf of the
Company and for reimbursement of expenses.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the Company's
1996 annual meeting of stockholders must be directed to the attention of the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy Statement on or before December 10, 1995 if they are to be
considered for possible inclusion in the 1996 Proxy Statement and form of proxy
in accordance with the rules and regulations of the Securities and Exchange
Commission.
In addition, advance written notice of all proposals of stockholders to be
presented at any meeting of stockholders must be given to the Secretary of the
Company in accordance with, and must include the information required by, the
Bylaws of the Company.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Audit services performed by Deloitte and Touche during the fiscal year
ended December 31, 1994, included examination of the financial statements of the
Company and its subsidiaries, services related to filings with the Securities
and Exchange Commission and consultations on matters related to accounting and
financial reporting. Each professional service was approved in advance and the
possible effect on the auditor's independence was considered by the Audit
Committee of the Board of Directors. Representatives of Deloitte and Touche are
expected to be present at the annual meeting and will have the opportunity to
make a statement if they desire to do so and to respond to appropriate
questions.
OTHER MATTERS
The Company knows of no other matters to be brought before the annual
meeting of stockholders. However, if any other matters are properly presented
for action, it is the intention of the persons
18
<PAGE>
named in the enclosed form of proxy to vote, or refrain from voting, in
accordance with their best judgment on such matters. No director has informed
the Company in writing or otherwise that he intends to oppose any action
intended to be taken at the annual meeting.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31,
1994, describing the Company's operations and including financial statements
reported on by the Company's independent auditors, is transmitted herewith.
By Order of the Board of Directors
Brian B. Ruttencutter
Secretary
Auburn, California
April 18, 1995
19
<PAGE>
APPENDIX A
FOR BETTER LIVING, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints RICHARD G. FABIAN and BRIAN B. RUTTENCUTTER, and
each of them, proxies, with full power of substitution, to vote all shares of
Common Stock of FOR BETTER LIVING, INC. (the "Company") held of record by the
undersigned as of April 10, 1995, the record date with respect to this
solicitation at the annual meeting of stockholders of the Company to be held at
the Sheraton Inn, 5115 Hopyard Road, Pleasanton, California on Wednesday, May
10, 1995, at 9:00 a.m., local time, and all adjournments thereof, upon the
following matters:
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
F. G. FABIAN, RICHARD G. FABIAN, WILLIAM S. FARMER,
DANNA LEWIS-GORDON, KARL M. STOCKBRIDGE, AND PETER F. SULLIVAN
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------
2. The proxies are authorized to exercise their discretion in relation to any
other matters as may properly come before the meeting and any adjournments
thereof.
(Continued and to be signed on reverse side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF DIRECTORS AND ON ANY OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING. IF ANY NOMINEE DECLINES OR IS UNABLE TO SERVE AS A
DIRECTOR, THEN THE PERSONS NAMED AS PROXIES SHALL HAVE FULL DISCRETION TO VOTE
FOR ANY OTHER PERSON DESIGNATED BY THE BOARD OF DIRECTORS.
Please sign exactly as name appears to
the left. Joint owners should each sign.
Attorneys-in-fact, executors,
administrators, trustees, guardians or
corporation officers should give full
title. This proxy shall be valid and may
be voted regardless of the form of
signature, however.
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature of Stockholder
DATED: , 1995
----------------------------
[ ] PLEASE CHECK HERE IF YOU WILL BE ABLE TO ATTEND THE MEETING.
