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[GOODHEART-WILLCOX LOGO] THE GOODHEART-WILLCOX
COMPANY, INC.
123 WEST TAFT DRIVE--SOUTH HOLLAND, ILLINOIS 60473
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 1995
To the Shareholders of The Goodheart-Willcox Company, Inc.:
The Annual Meeting of Shareholders of The Goodheart-Willcox Company, Inc.,
will be held at the offices of the Company on Tuesday, July 11, 1995 at 9:30
a.m. C.D.T., for the following purposes:
1. To fix the number and elect directors of the Company to serve until the
next meeting of shareholders and until their respective successors shall
have been elected and qualified.
2. To consider and vote upon ratifying the selection of Grant Thornton LLP
as independent certified public accountants for the current fiscal year.
3. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on May 26, 1995, are
entitled to notice of and to vote at the meeting and any adjournment thereof.
The Company's Annual Report, with financial statements for the fiscal year
ending April 30, 1995, a proxy statement and a form of proxy are enclosed
herewith.
Please execute the enclosed proxy and return it promptly in the enclosed
envelope to ensure that your shares are represented at the meeting. If you
attend the meeting and wish to vote in person, you may then withdraw your proxy.
By Order of the Board of Directors
DICK G. SNYDER
Vice President and Secretary
June 20, 1995
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THE GOODHEART-WILLCOX COMPANY, INC.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors for use at the
Annual Meeting of Shareholders of The Goodheart-Willcox Company, Inc. (the
"Company") to be held Tuesday, July 11, 1995, and at any adjournment thereof,
for the purposes set forth in the attached notice. The cost of proxy
solicitation will be paid by the Company and may be by mail or by telephone. All
proxies which are properly executed and received prior to the meeting will be
voted in accordance with the choices specified thereon. When no choice is
specified, they will be voted in accordance with the recommendations of
management. Any shareholder giving a proxy may revoke it by notice in writing
delivered to the Secretary at any time prior to its use, by delivering a later
proxy or by voting in person at the Annual Meeting.
At the close of business on May 26, 1995, the record date for the
determination of shareholders entitled to vote at the meeting, there were
outstanding and entitled to vote 747,900 shares of the Company's $1.00 par value
common stock. Each share is entitled to one vote on all matters. There are no
cumulative voting rights. The nominees receiving the greatest number of votes
cast by the holders of common stock will be elected directors. The affirmative
vote of the majority of shares of common stock present in person or by proxy at
the meeting is necessary for the ratification of the selection of the
independent certified public accountants.
The Company's Annual Report, including financial statements for the fiscal
year ending April 30, 1995, proxy statement and form of proxy are scheduled to
be mailed to shareholders on or about June 20, 1995.
ITEM 1. ELECTION OF DIRECTORS
Management has recommended that the number of directors to be elected at
this meeting be fixed at seven, the same number as were elected at last year's
Annual Meeting of Shareholders.
The directors are to be elected to hold office until the next annual
meeting of shareholders and until their successors are elected and qualified. It
is intended that proxies will be voted, unless otherwise specified, for the
nominees named below. Proxies will be voted in a discretionary manner should any
nominee be unable to serve. Management has no reason to believe that any nominee
will be unable to serve.
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The following table sets forth information as to the principal occupations
and affiliations during the last five years or more of each nominee:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATIONS DIRECTOR
OR AFFILIATIONS SINCE*
- ------------------------------------------------------------------------------- --------
<S> <C>
Walter C. Brown, EdD, age 77, Consulting Editor to the Company since 1981;
Professor Emeritus, Division of Technology, College of Engineering and
Applied Sciences, Arizona State University, Tempe, Arizona, since 1966; past
President, International Technology Education Association; former Chairman of
the Board of Arizona Job Colleges, Inc.; past President, International
Council on Technology Teacher Education; consultant to the Company since
1959......................................................................... 1974
Robert C. DeBolt, age 56, President and Chief Executive Officer, since 1984,
F.H. Ayer Manufacturing Co., Chicago Heights, Illinois, a remanufacturer of
pumps, steam turbines and transmissions; Director, F.H. Ayer Manufacturing
Co., Field Technologies, Inc., Highland, Indiana, First National Bank,
Chicago Heights, Illinois; member Audit/Compensation Committee of Board
of Directors................................................................. 1992
George A. Fischer, age 79, Chairman of the Board since June, 1980; President
and Chief Executive Officer from January, 1973 to June, 1980; prior thereto
various positions with the Company since 1955................................ 1955
John F. Flanagan, age 51, President and Chief Executive Officer since June,
1980; Treasurer from January, 1973 to April, 1988; Vice President from
January, 1973 to June, 1980; prior thereto various positions with the Company
since 1968................................................................... 1971
Wilma Pitts Griffin, PhD, CFCS, age 58, Chairperson and Professor since 1987,
Department of Home Economics, Baylor University, Waco, Texas; Associate
Professor, University of Texas, Austin, Texas, 1973 to 1987; President,
American Association of Family and Consumer Sciences, 1985 to 1986;
consultant to the Company since 1982; member, Audit/Compensation Committee of
Board of Directors........................................................... 1988
Clois E. Kicklighter, EdD, age 56, Dean since 1983, School of Technology,
Indiana State University, Terre Haute, Indiana; Professor of Construction
Technology since 1966; Chairman, Executive Board, National Association of
Industrial Technology, 1988-1989; Chairman, National Association of
Industrial Technology National Board of Accreditation, 1989 to present;
consultant to the Company since 1983......................................... 1988
Mrs. Loraine J. Mix, age 83, private investor.................................. 1973
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* Includes predecessors of the Company for years prior to July, 1972.
</TABLE>
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ADDITIONAL INFORMATION
CONCERNING BOARD OF DIRECTORS
All seven of the nominees were elected directors of the Company at the last
Annual Meeting of Shareholders. The Board of Directors had six meetings during
the fiscal year ended April 30, 1995. All directors attended the 1994 Annual
Meeting of Shareholders and all the meetings of the Board during the fiscal
year.
AUDIT/COMPENSATION COMMITTEE
The Board of Directors has established an Audit/Compensation Committee
which recommends to the Board of Directors the engagement of independent
auditors of the Company and reviews with such auditors the scope and result of
their audits, the internal accounting controls of the Company and the
professional services furnished by such auditors to the Company. The Committee
further reviews and recommends to the Board of Directors compensation
arrangements for the officers of the Company. The Committee presently consists
of Wilma Pitts Griffin, Chairperson, and Robert C. DeBolt. During Fiscal 1995,
the Committee met on three occasions.
COMPENSATION OF DIRECTORS
Effective July 11, 1995, each director who is not on the Company's payroll
is entitled to compensation of $12,000 per annum, payable quarterly, except a
director who is absent from two consecutive regularly scheduled directors'
meetings, with or without cause, is not entitled to the next following quarterly
payment and, further provided, nonemployee directors shall be additionally
entitled to a $500 attendance fee for each meeting of a duly constituted
committee of the Board. Directors are reimbursed for expenses incurred by
attendance at the meetings.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the beneficial ownership, as of May 1, 1995, of
persons known to the Company to be the beneficial owner of more than five
percent of the Company's common stock. The table also lists the beneficial
ownership, as of May 1, 1995, of common stock owned by all directors and
executive officers of the Company, and by all directors and executive officers
as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NAME OF POSITION NATURE OF PERCENT OF
BENEFICIAL OWNER WITH COMPANY OWNERSHIP CLASS
- ----------------------------------- ----------------------------- ---------- ----------
<S> <C> <C> <C>
Mrs. Loraine J. Mix................ Director 292,300(1) 39.1%
George A. Fischer.................. Director, Chairman of the Board 163,200 21.8%
Fred Eychaner...................... 111,412(2) 14.9%
Century Partners................... 42,700(3) 5.7%
John F. Flanagan................... Director and Executive Officer 20,634(4) 2.8%
Walter C. Brown.................... Director 1,000(5) *
Robert C. DeBolt................... Director -- --
Wilma Pitts Griffin................ Director 150 *
Clois E. Kicklighter............... Director 100 *
Donald A. Massucci................. Executive Officer 300 *
Dick G. Snyder..................... Executive Officer 700 *
Directors and Executive Officers
as a Group (9 Persons)........................................ 478,384 64%
</TABLE>
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* Less than one percent
(1) Mrs. Mix owns 27,100 shares and, in addition, is a co-trustee, with sole
voting and investment power relating to shares of the Company, and a
beneficiary together with her two daughters, one of whom is the wife of Mr.
Flanagan, of a testamentary trust established by the Last Will of Floyd M.
Mix, deceased, which trust holds 265,200 shares of the Company.
(2) On October 12, 1994, Mr. Fred Eychaner filed a Schedule 13D Statement with
the Securities and Exchange Commission disclosing the purchase of 111,412
shares of the Company's securities. Mr. Eychaner stated that the shares
were purchased for investment and additional purchases of the Company's
stock may be made subject to the availability of additional shares, an
acceptable price, alternative sources of investment, and other factors. Mr.
Eychaner also stated therein that there are no present plans to seek
representation on the Company's Board of Directors. His address is 1645
West Fullerton Parkway, Chicago, Illinois 60614.
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(3) On or about February 12, 1990, Century Partners filed a Schedule 13G with
the Securities and Exchange Commission disclosing the purchase of 38,300
shares of the Company's securities. In addition, Century Partners advised
the Company that on June 9, 1993 it filed Amendment #1 to Schedule 13G with
the Securities and Exchange Commission showing Century Partners owner of
record of 42,700 shares or 5.7% of the Company's outstanding stock. Their
address is 800 Post Road, P.O. Box 4032, Darien, Connecticut 06820.
(4) Of these shares, 18,000 are owned beneficially and of record by Mr.
Flanagan's wife, 2,614 are owned jointly by Mr. Flanagan and his wife and
20 are held by him as custodian for their children.
(5) These shares are owned beneficially and of record by Dr. Brown and his wife
as co-trustees under a living trust.
STOCK PURCHASE AGREEMENT
On November 19, 1981, the Company entered into an agreement with George A.
Fischer for the right to purchase all his common stock (securities) in the
Company as of the date of his death. The price shall be equal to the fair market
value of the securities as of the date of his death as determined by a
designated securities dealer located in Chicago, Illinois. After an initial
payment of 40% of the securities' purchase price, the Company can pay for the
securities over a 5 year period. The Company owns and is the beneficiary of
insurance on the life of Mr. Fischer in order to meet a substantial portion of
its obligation under this agreement.
EXECUTIVE COMPENSATION
REPORT OF AUDIT/COMPENSATION COMMITTEE OF BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Audit/Compensation Committee (the "Committee") of the Board of
Directors determines the base salary and annual bonuses for executive officers
based on Company and individual performance. Measurement of corporate
performance is based on Company goals and industry performance levels.
To aid the Committee in this process, a review and evaluation of executive
compensation practices of other similar sized publishing companies was conducted
in January, 1995. The Company's executive level positions were matched to
comparable survey positions. Competitive market compensation levels were
determined for base salary level increase and performance bonuses for the
executive officers to a level more consistent with those of other companies in
the industry.
Wilma Pitts Griffin, Chairperson
Robert C. DeBolt, Member
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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Board of Directors adopted a Supplemental Executive Retirement Plan
("SERP") effective May 1, 1994. The SERP is a non-qualified retirement plan
established for the benefit of a select group of management employees of the
Company to supplement benefits provided under the Company's Employees' Profit
Sharing Plan ("Plan"). To the extent benefits under the Plan are limited by the
Internal Revenue Code of 1986, supplemental benefits are provided under the
terms and conditions of the SERP. The Company administers the SERP and the Board
of Directors may amend or terminate it at any time, provided that no amendment
shall reduce or discontinue any benefit accrued to the date of the Amendment.
The Company has not funded the SERP and there are no assets held by it.
SUMMARY COMPENSATION TABLE
The following table shows executive compensation for the fiscal years
indicated for the Chief Executive Officer and all other executive officers of
the Company ("Named Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- ------------------------------------ ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John F. Flanagan.................... 1995 $245,000 $100,000 N/A(2) $ 34,689
President and Chief 1994 235,000 81,000 N/A(2) 33,393(1)
Executive Officer 1993 225,000 60,000 N/A(2) 33,393(1)
Donald A. Massucci.................. 1995 $105,500 $ 35,000 N/A(2) $ 26,336
Vice-President/Treasurer 1994 101,500 25,000 N/A(2) 21,939(1)
1993 97,500 17,500 N/A(2) 20,777(1)
Dick G. Snyder...................... 1995 $105,500 $ 35,000 N/A(2) $ 30,373
Vice-President/Secretary 1994 101,500 25,000 N/A(2) 22,572(1)
1993 97,500 17,500 N/A(2) 21,522(1)
</TABLE>
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(1) Amounts of All Other Annual Compensation include amounts contributed or
accrued for fiscal 1995 by the Company for or in behalf of the Named
Officers under the Company's Employee Profit Sharing Plan, and the
Supplemental Executive Retirement Plan (SERP) and amounts paid in fiscal
1995 by the Company for life insurance coverage. For Messrs. Flanagan,
Massucci and Snyder, the respective amounts contributed to the Profit
Sharing Plan were: $22,500, $21,101 and $21,101, and the respective amounts
paid for life insurance premiums were $4,689, $5,235 and $9,272. The amount
accrued under the SERP for Mr. Flanagan was $7,500.
(2) The value of such benefits did not exceed the lesser of either $50,000 or
10% of the total annual salary and bonus reported for any Named Officer.
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EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
An agreement dated June 1, 1975, amended from time to time and further
amended April 6, 1995, between the Company and the Chief Executive Officer John
F. Flanagan provides that until May 31, 1998, or any renewal date, he will serve
as Chief Executive Officer, with his duties to be determined by the Board of
Directors. Effective May 1, 1995, he is to be paid compensation of $255,000 per
year, plus reimbursement of expenses and any bonus awarded to him by the Board
of Directors. In the event Mr. Flanagan should die before the expiration date of
the agreement, the Company will pay his estate twenty-four months' full salary.
In addition, the agreement provides that if he is living and under continuing
disability for more than twenty-four months, the Company will pay him one-half
salary per month, not to exceed, however, sixty months. The agreement further
provides for reimbursement of medical care expenses incurred by him, his spouse
or defined dependents, not otherwise reimbursed by insurance provided by the
Company. From the date the agreement or any renewal expires, and if Mr. Flanagan
retires from the employ of the Company, he is to be paid consultative
compensation of $40,000 per year until his death.
SHAREHOLDER RETURN PERFORMANCE
The line graph following compares the annual change in the cumulative total
shareholder return, assuming reinvestment of dividends, on the Company's common
stock (GWOX) against the cumulative total return of the dividends of the S&P 500
Composite Stock Index (S&P 500) and the S&P Publishing Index for the five year
period ending April 30, 1995.
The graph is presented in accordance with SEC requirements. Shareholders
are cautioned against drawing any conclusions from the data contained therein,
as past results are not necessarily indicative of future performance. This graph
in no way reflects the Company's forecast of future financial performance.
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Comparison of Five Year Cumulative Total Return, assuming reinvestment of
dividends, among Goodheart-Willcox (GWOX), S&P Publishing Index and S&P 500
Index.
[INSERT CRC CHART]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GWOX 100 102 82 72 71 84
S&P Publishing 100 118 134 147 154 181
S&P 500 100 115 127 146 171 171
</TABLE>
(April 30, 1990 = $100)
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ITEM 2. SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At a meeting held on April 6, 1995, the Board of Directors named Grant
Thornton LLP as independent certified public accountants to audit the financial
statements of the Company for the fiscal year ending April 30, 1996, subject to
ratification and approval by the shareholders. Grant Thornton LLP and its
predecessors have acted in that capacity for more than the past ten years. A
representative of Grant Thornton LLP is expected to be present at the
shareholders meeting to answer appropriate questions and, if such representative
wishes to do so, make a statement. Grant Thornton LLP performs those procedures
necessary to enable them to express their opinion on the annual financial
statements of the Company.
OTHER BUSINESS
Management knows of no matters to be presented to the meeting other than
those set forth in this proxy statement. However, if any other matter shall
properly come before the meeting, the shares represented by the proxies signed
and returned by the shareholders, if not otherwise specified, will be voted
thereon in the discretion of the persons voting such shares.
Any proposal which a shareholder contemplates presenting at the Annual
Meeting of the Shareholders of the Company in 1996 must be received at the
offices of the Company not later than March 15, 1996, to be considered for
inclusion in the Company's proxy statement and form of proxy for that meeting.
By Order of the Board of Directors
DICK G. SNYDER
Vice President and Secretary
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THE GOODHEART-WILLCOX COMPANY, INC.
ANNUAL MEETING OF SHAREHOLDERS--JULY 11, 1995
Todd J. Scheffers and Dick G. Snyder, and each of them, with
power of substitution in each, are hereby authorized to
represent and vote the stock of the undersigned at the Annual
Meeting of Shareholders of The Goodheart-Willcox Company, Inc.,
to be held at 9:30 a.m. C.D.T., on July 11, 1995, or any
adjournment:
1. ELECTION OF DIRECTORS: WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed
below / /
(except as marked to the contrary below) / /
Walter C. Brown, Robert C. DeBolt, George A. Fischer, John F.
Flanagan, Wilma Pitts Griffin,
Clois E. Kicklighter and Loraine J. Mix
(INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name
on the space provided below.)
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2. PROPOSAL TO APPROVE THE SELECTION OF GRANT THORNTON LLP
as the independent certified public accountants for the
current fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion on any other business that may
properly come before the meeting.
/ / GRANTED / / WITHHELD
(continued and to be signed on reverse side)
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL
BE VOTED FOR THE ELECTION OF DIRECTORS, IN FAVOR OF
ITEM 2 AND GRANT THE DISCRETIONARY POWER IN ITEM 3.
Dated: , 1995.
---------------------------
Signature
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Signature
NOTE:
Please sign exactly as your name
appears at the left. If shares are
held jointly, each holder must sign.
If signing for an estate, trust or
corporation, title or capacity
should be stated.
PLEASE PROMPTLY RETURN PROXY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE UNITED
STATES.
I plan to attend the meeting. / /
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