<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN H. HARLAND COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
BOARD OF DIRECTORS
JOHN H. HARLAND COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
/ / 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:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
<PAGE> 2
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
HARLAND
John H. Harland Company
Robert R. Woodson
Chairman, President and Chief Executive Officer
March 17, 1994
Dear Shareholder:
You are cordially invited to attend the 1994 annual meeting of shareholders of
John H. Harland Company to be held at the High Museum of Art, 1280 Peachtree
Street, NE, Atlanta, Georgia on Friday, April 22, 1994 at 10:00 a.m.
The items of business are listed in the Notice of Annual Meeting and are more
fully addressed in the Proxy Statement which follows. In addition, we will
review with you the progress of the Company during the past year and report the
results of operations for the first quarter.
Your vote is very important regardless of the number of shares you may hold.
Please date, sign and return the proxy in the enclosed envelope to ensure that
your shares are represented at the meeting.
On behalf of your Board of Directors, thank you for your continued support and
interest in John H. Harland Company.
Sincerely,
Robert R. Woodson
Box 105250 Atlanta, Georgia 30348 Phone (404) 981-9460
<PAGE> 3
JOHN H. HARLAND COMPANY
2939 MILLER ROAD
DECATUR, GEORGIA 30035
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1994
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of John H.
Harland Company will be held at the High Museum of Art, 1280 Peachtree Street,
NE, Atlanta, Georgia on Friday, April 22, 1994 at 10:00 a.m. for the following
purposes:
(1) To elect four (4) Directors;
(2) To ratify the appointment of Deloitte & Touche as the Company's
independent certified public accountants for the year ending December 31, 1994;
and
(3) To transact any and all such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 3, 1994 as
the record date for the determination of shareholders entitled to receive notice
of, and to vote at, the meeting and any adjournment thereof.
Your attention is directed to the Proxy Statement submitted with this
Notice.
VICTORIA P. WEYAND
Vice President and Secretary
Atlanta, Georgia
March 17, 1994
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE,
WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES.
HARLAND
<PAGE> 4
March 17, 1994
JOHN H. HARLAND COMPANY
2939 MILLER ROAD
DECATUR, GEORGIA 30035
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1994
The enclosed form of proxy is solicited by the Board of Directors of John
H. Harland Company (the "Company") for use at the annual meeting on April 22,
1994 and any adjournment thereof. When such proxy is properly executed and
returned, the shares it represents will be voted as directed at the meeting and
any adjournment thereof or, if no direction is indicated, they will be voted in
favor of the proposals set forth in the notice attached hereto. Any shareholder
giving a proxy has the power to revoke it at any time before it is voted.
Revocation of a proxy is effective upon receipt by the Secretary of the Company
of either (i) an instrument revoking it or (ii) a duly executed proxy bearing a
later date. Furthermore, if a shareholder attends the meeting and elects to vote
in person, any previously executed proxy is thereby revoked.
Only shareholders of record as of the close of business on March 3, 1994
will be entitled to vote at the annual meeting. As of that date, the Company had
outstanding 30,485,948 shares of Common Stock. Each share of Common Stock is
entitled to one vote. No cumulative voting rights are authorized and appraisal
rights for dissenting shareholders are not applicable to the matters being
proposed. It is anticipated that this Proxy Statement and the accompanying proxy
will be first mailed to the shareholders on or about March 17, 1994.
Votes cast by proxy or in person at the annual meeting will be tabulated by
the election inspectors appointed for the meeting. Such inspectors also will
determine whether or not a quorum is present. The election inspectors will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on a proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
Pursuant to the Company's Bylaws and applicable state law, a quorum is
present if a majority of the votes entitled to be cast are represented in person
or by proxy at such meeting. The affirmative vote of a plurality of votes cast
by shares entitled to vote for the election of directors at a meeting at which a
quorum is present is required to elect directors.
ELECTION OF DIRECTORS
Under the Bylaws, directors are divided into three classes with each class
serving a three-year term and one class elected at each annual meeting of
shareholders. The term of four of the present directors expires at the 1994
annual shareholders' meeting and three of those four directors are being
nominated for reelection to the Board to serve until the annual shareholders'
meeting in 1997 and until their successors are elected and qualified. Mr.
Whitney, the fourth director whose term expires at the 1994 annual shareholders'
meeting, is retiring effective that date after twelve years of service as a
director of the Company. Mr. Robert A.
<PAGE> 5
Yellowlees has been nominated by the Board to replace Mr. Whitney. In connection
with his retirement from the Company after 30 years of service, Mr. I. Ward Lang
has indicated his intention to resign from the Company's Board following the
annual meeting of shareholders. In such event, the Board does not anticipate
filling the vacancy resulting from Mr. Lang's resignation and would fix the
number of directors at 10. With these noted exceptions, the remaining directors
presently on the Board will continue as members of the Board until their
respective terms expire as indicated in the following list.
The Board has no reason to believe that any of the nominees for the office
of director will be unavailable for election as a director. However, if at the
time of the annual meeting any of the nominees should be unable or decline to
serve, the persons named in the proxy will vote for such substitute nominees,
vote to allow the vacancy created thereby to remain open until filled by the
Board, or vote to reduce the number of directors for the ensuing year, as the
Board recommends. In no event, however, can the proxy be voted to elect more
than four directors.
MANAGEMENT OF THE COMPANY
DIRECTORS
The following list sets forth the names of the four nominees for election
or reelection to the Board to serve until the annual shareholders' meeting in
1997 and until their successors are elected and qualified. It also contains, as
to each nominee and present director, information with regard to age, the year
first elected a director, the year that term as a director expires, a brief
description of principal occupation and business experience during the past five
years, directorships of companies (other than the Company) presently held, and
certain other information, which information has been furnished by the
respective individuals.
NOMINEES FOR ELECTION TO THE BOARD
<TABLE>
<S> <C>
- ------------------ 68 years of age
- ------------------ First elected a Director in 1987
- ------------------ Present Term expires 1994
- ------------------ Chairman of the Board, Beers Construction Company (a general
- ------------------ contracting company), since 1946
- ------------------ Director, NationsBank Corporation, Atlanta Gas Light Company, BellSouth
- ------------------ Telecommunications, Inc. and Rock-Tenn Company
- ------------------
LAWRENCE L. Serves as Chairman of the Compensation and Stock Option Committee and
GELLERSTEDT, JR. on the Executive Committee of the Board of Directors
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
- ------------------ 56 years of age
- ------------------ First elected a Director in 1991
- ------------------ Present Term expires 1994
- ------------------ Partner, King & Spalding, Atlanta, Georgia (legal counsel to the
- ------------------ Company), since 1968
- ------------------
- ------------------
- ------------------
EDWARD J. HAWIE Serves on the Executive Committee of the Board of Directors
- ------------------ 57 years of age
- ------------------ First elected a Director in 1984
- ------------------ Present Term expires 1994
- ------------------ Vice Chairman of the Board and Chairman of the Executive Committee,
- ------------------ Callaway Gardens Resort, Inc. (a horticultural, environmental and
- ------------------ recreational facility), since 1992, President and Chief Executive
- ------------------ Officer from 1972 to 1992
- ------------------ Director, American Business Products, Inc. and Trust Company Bank of
Columbus
G. HAROLD NORTHROP Serves on the Compensation and Stock Option Committee and on the Long
Range Planning Committee of the Board of Directors
- ------------------ 55 years of age
- ------------------ Nominated by the Board for election as a Director in 1994
- ------------------ Chairman of the Board, President and Chief Executive Officer, National
- ------------------ Data Corporation (a company specializing in computer systems and
- ------------------ services for the healthcare and retail markets), since 1992; Chairman
- ------------------ of the Board, Spectrum Research Group, Inc., since 1989, and Chief
- ------------------ Executive Officer from 1989 to 1992; Chairman and Chief Executive
- ------------------ Officer, American Telesystems Corporation from 1982 to 1992
Director, Spectrum Research Group, Inc.
ROBERT A.
YELLOWLEES
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE ANNUAL MEETING
- ------------------ 44 years of age
- ------------------ First elected as a director in 1993
- ------------------ Present Term expires 1996
- ------------------ Executive Vice President, Baranco Automotive Group (an automobile
- ------------------ dealership), since 1992, Vice President, Baranco Pontiac, from 1978
- ------------------ to 1992
- ------------------ Director, First Union National Bank of Georgia and Complete Health
- ------------------ Services, Inc.
JUANITA P. BARANCO Serves on the Audit Committee of the Board of Directors
- ------------------ 51 years of age
- ------------------ First elected a Director in 1988
- ------------------ Present Term expires 1996
- ------------------ President and Chief Operating Officer, McWane, Inc. (an Alabama-based
- ------------------ manufacturer of cast iron pipes, fittings and foundry products),
- ------------------ since 1980
- ------------------ Director, Protective Life Corporation and National Commerce Corporation
- ------------------
JOHN J. MCMAHON Serves as Chairman of the Long Range Planning Committee and on the
Audit Committee of the Board of Directors
- ------------------ 55 years of age
- ------------------ First elected a Director in 1990
- ------------------ Present Term expires 1996
- ------------------ Chairman and Chief Executive Officer, Genuine Parts Company (a
- ------------------ distributor of automobile replacement parts), since 1990, President
- ------------------ and Chief Executive Officer from 1989 to 1990, and President and
- ------------------ Chief Operating Officer from 1986 to 1989
- ------------------ Director, Equifax Inc. and Crawford & Company
LARRY L. PRINCE Serves on the Compensation and Stock Option Committee of the Board of
Directors
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C>
- ------------------ 61 years of age
- ------------------ First elected a Director in 1971
- ------------------ Present Term expires 1996
- ------------------ Chairman, President and Chief Executive Officer of the Company since
- ------------------ 1992, President and Chief Executive Officer from 1990 to 1992, and
- ------------------ President from 1984 to 1992
- ------------------ Director, Allied Holdings, Inc., Haverty Furniture Companies, Inc. and
- ------------------ NationsBank of Georgia, N.A.
ROBERT R. WOODSON
- ------------------ 64 years of age
- ------------------ First elected a Director in 1967
- ------------------ Present Term expires 1995
- ------------------ Vice Chairman and General Counsel of the Company since January of 1994,
- ------------------ Vice Chairman, General Counsel and Secretary from 1993 to 1994,
- ------------------ Senior Vice President and Secretary from 1981 to 1993
- ------------------
- ------------------
I. WARD LANG
- ------------------ 67 years of age
- ------------------ First elected a Director in 1980
- ------------------ Present Term expires 1995
- ------------------ Chairman of the Board, Pattillo Construction Company, Inc. (an
- ------------------ industrial builder and developer), since 1954
- ------------------ Director, Eaton Corporation, Protective Life Corporation and SunTrust
- ------------------ Banks, Inc.
- ------------------
H. G. PATTILLO Serves on the Executive Committee and on the Long Range Planning
Committee of the Board of Directors
- ------------------ 67 years of age
- ------------------ First elected a Director in 1973
- ------------------ Present Term expires 1995
- ------------------ Retired Chairman and Chief Executive Officer, Richway Stores, a
- ------------------ Division of Federated Department Stores, Inc. (an operator of
- ------------------ discount department stores), since 1987
- ------------------ Director, Goody's Family Clothing, Inc. and Payless Cashways, Inc.
- ------------------
JOHN H. WEITNAUER, Serves as Chairman of the Audit Committee and on the Executive
JR. Committee of the Board of Directors
</TABLE>
5
<PAGE> 9
BENEFICIAL OWNERSHIP
The following table sets forth the beneficial ownership of (i) the
Company's directors and nominees, (ii) the Chief Executive Officer and each of
the five other most highly compensated executive officers of the Company, (iii)
all directors and executive officers of the Company as a group, and (iv) five
percent shareholders of the Company, all as of February 1, 1994.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
----------------------------------
NAME NUMBER(1) PERCENT OF CLASS
- -------------------------------------------------------------- --------- ----------------
<S> <C> <C>
Juanita P. Baranco............................................ -- --
John A. Conant................................................ 1,552,950(2) 5.1
Miriam D. Conant.............................................. 1,855,950(3) 6.1
William M. Dollar............................................. 6,321(4)(5) *
Lawrence L. Gellerstedt, Jr................................... 3,000(6) *
Edward J. Hawie............................................... 810(7) *
Thomas M. Hidell.............................................. 32,675(4)(8) *
INVESCO PLC................................................... 2,877,550(9) 9.4
I. Ward Lang.................................................. 214,294(10) *
John J. McMahon............................................... 8,475(11) *
G. Harold Northrop............................................ 2,000 *
H. G. Pattillo................................................ 29,252(12) *
Larry L. Prince............................................... 1,000 *
Earl W. Rogers, Jr............................................ 12,630(4) *
Michael S. Rupe............................................... 17,002(4)(13) *
John H. Weitnauer, Jr......................................... 6,220 *
Robert R. Woodson............................................. 512,404(14) 1.7
Robert A. Yellowlees.......................................... -- --
All executive officers and directors as a group (15
persons).................................................... 846,083(4) 2.8%
</TABLE>
- ---------------
* Represents less than 1%
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or to direct the
voting of such security, or "investment power," which includes the power to
dispose or to direct the disposition of such security. A person also is
deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within 60 days. Under these
rules, more than one person may be deemed to be a beneficial owner of the
same securities and a person may be deemed to be a beneficial owner of
securities as to which he has no beneficial interest. Except as otherwise
indicated in the list, the persons shown possessed sole voting and
investment power with respect to all shares set forth opposite their name.
(2) Includes 709,966 shares owned by Mr. Conant's wife and 466,000 shares owned
of record and beneficially by the John H. and Wilhelmina D. Harland
Charitable Foundation, Inc. of which Mr. Conant and his wife are trustees,
as to all of which shares Mr. Conant may be deemed to share voting and
investment power, and in all of which shares Mr. Conant disclaims any
beneficial interest. Mr. Conant's address is Suite 106, Two Piedmont
Center, Atlanta, Georgia 30305.
(3) Includes 303,000 shares held by a trust created from the Estate of John H.
Harland, of which she is a co-trustee, as to which Mrs. Conant may be
deemed to share voting and investment power and with
6
<PAGE> 10
respect to which she disclaims any beneficial interest. Also includes
376,984 shares owned by Mrs. Conant's husband and 466,000 shares owned of
record and beneficially by the John H. and Wilhelmina D. Harland Charitable
Foundation, Inc. of which Mrs. Conant and her husband are trustees, as to
all of which shares Mrs. Conant may be deemed to share voting and
investment power, and in all of which shares Mrs. Conant disclaims any
beneficial interest. Mrs. Conant's address is Suite 106, Two Piedmont
Center, Atlanta, Georgia 30305.
(4) Includes shares which may be acquired on or before April 1, 1994 pursuant
to the exercise of stock options as follows: 5,000 shares by Mr. Dollar;
25,137 shares by Mr. Hidell; 9,000 shares by Mr. Rogers; 16,693 shares by
Mr. Rupe; and 122,454 shares by all executive officers and directors as a
group.
(5) Includes 1,321 shares Mr. Dollar holds jointly with his wife.
(6) Includes 1,000 shares held by Mr. Gellerstedt's wife, with respect to which
he disclaims any beneficial interest.
(7) Includes 110 shares held by Mr. Hawie's wife, with respect to which he
disclaims any beneficial interest.
(8) Includes 7,530 shares Mr. Hidell holds jointly with his wife. Also includes
8 shares Mr. Hidell holds for the benefit of his child, as to which he
disclaims any beneficial interest.
(9) According to a Schedule 13G dated February 10, 1994 as filed with the
Securities and Exchange Commission, INVESCO PLC ("INVESCO") holds the
shares on behalf of other persons who have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities. According to INVESCO's Schedule 13G, the interest
of any such person does not exceed 5% of the class of securities. Also
according to INVESCO's Schedule 13G, INVESCO has shared voting and
investment power with respect to all of such shares and has sole voting and
investment power with respect to none of such shares. INVESCO's address is
11 Devonshire Square, London EC2M 4YR, England.
(10) Includes 19,360 shares owned by Mr. Lang's wife, and 12,800 shares owned by
the Company's Profit Sharing Plan and Trust, for which Mr. Lang serves as a
plan administrator, as to all of which shares Mr. Lang may be deemed to
share voting and investment power, and in all of which shares Mr. Lang
disclaims any beneficial interest. Also includes 19,788 shares that Mr.
Lang has the right to acquire by exercising options available to him as of
April 1, 1994.
(11) Includes 5,195 shares held by Mr. McMahon's wife, with respect to which he
disclaims any beneficial interest.
(12) Includes 20,000 shares held by Mr. Pattillo's wife, with respect to which
he disclaims any beneficial interest.
(13) Includes 5 shares Mr. Rupe holds for the benefit of his child, with respect
to which he disclaims any beneficial interest.
(14) Includes 28,800 shares owned by Mr. Woodson's wife and 12,800 shares owned
by the Company's Profit Sharing Plan and Trust, for which Mr. Woodson
serves as a plan administrator, as to all of which shares Mr. Woodson may
be deemed to share voting and investment power, and in all of which shares
Mr. Woodson disclaims any beneficial interest. Also includes 250,000 shares
held in the J. William Robinson Irrevocable Trust with respect to which Mr.
Woodson may be deemed to have investment power but with respect to which he
disclaims any beneficial interest. Also includes 46,836 shares that Mr.
Woodson has the right to acquire by exercising options available to him as
of April 1, 1994.
7
<PAGE> 11
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to
beneficial ownership of the Company's equity securities. Based on a review of
the Section 16 Reports filed by Reporting Persons with respect to the period
from January 1, 1993 through December 31, 1993, and certain representations of
such Reporting Persons, all filing requirements under Section 16(a) applicable
to Reporting Persons during such period have been met.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee of the Board of Directors
composed of John H. Weitnauer, Jr., Chairman, Juanita P. Baranco, and John J.
McMahon. The principal functions of the Audit Committee are to recommend to the
Board of Directors the persons or firm to be employed as independent auditors of
the Company; to review with such auditors the scope of their engagement, their
report of audit and the accompanying management letter, if any; and to consult
with the independent auditors and management with regard to the Company's
accounting methods and the adequacy of the Company's internal system of
accounting control.
The Company has a standing Compensation and Stock Option Committee composed
of Lawrence L. Gellerstedt, Jr., Chairman, G. Harold Northrop and Larry L.
Prince. The principal functions of the Compensation and Stock Option Committee
are to fix the compensation of the Chief Executive Officer, and to review the
recommendations of the Chief Executive Officer regarding the compensation of
other officers of the Company, to approve the granting of stock options to
officers and certain key employees and to make recommendations to the Board of
Directors relating to other aspects of employee compensation.
The Company has a standing Executive Committee composed of Robert R.
Woodson, Chairman, Lawrence L. Gellerstedt, Jr., Edward J. Hawie, H. G. Pattillo
and John H. Weitnauer, Jr. The principal function of the Executive Committee is
to act between meetings of the Board of Directors.
The Company has a Long Range Planning Committee composed of John J.
McMahon, Chairman, G. Harold Northrop and H. G. Pattillo. The principal function
of the Long Range Planning Committee is to review and make recommendations to
the Company on its long-term goals and objectives.
The Board of Directors of the Company met six times during the fiscal year
ended December 31, 1993. During that time the Audit Committee held two meetings,
the Compensation and Stock Option Committee held one meeting, the Executive
Committee held eight meetings and the Long Range Planning Committee held three
meetings. All of the directors attended 75% or more of the aggregate number of
meetings of the Board of Directors and all committees on which they served
during that period. The Company does not have a standing nominating committee.
8
<PAGE> 12
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table presents summary information with respect to
compensation paid by the Company to the Chief Executive Officer and each of the
five other most highly compensated executive officers of the Company (determined
as of the end of the last fiscal year, with the exception of one executive
officer who was employed by the Company through August 1993) for the fiscal
years ended December 31, 1991, 1992 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
---------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(3)
- --------------------------------------- ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert R. Woodson...................... 1993 $ 360,400 $115,325 38,286 $ 77,663
Chairman, President, Chief Executive 1992 $ 340,000 $ 20,000 4,000 $ 73,856
Officer and Director 1991 $ 292,500 -- 4,000 $ 70,624
I. Ward Lang........................... 1993 $ 190,000 $ 47,500 11,238 $ 66,148
Vice Chairman, General Counsel, 1992 $ 185,000 $ 19,375 4,000 $ 63,000
Secretary and Director 1991 $ 174,291 -- 4,000 $ 58,815
Thomas M. Hidell....................... 1993(1) $ 111,771 $ 23,497 18,137 $248,748
Former Senior Vice President 1992 $ 175,000 $ 15,000 4,000 $ 32,109
1991 $ 160,000 $ 16,950 3,500 $ 28,563
Michael S. Rupe........................ 1993 $ 173,152(2) $ 61,642 17,193 $ 6,068
Senior Vice President 1992 $ 163,350 $ 32,315 4,000 $ 4,263
1991 $ 120,656 -- 3,500 $ 27,156
Earl W. Rogers, Jr..................... 1993 $ 134,387 $ 35,931 -- $ 20,379
Senior Vice President 1992 $ 107,787 $ 15,000 3,000 $ 16,968
1991 $ 98,474 $ 2,458 1,500 $ 14,901
William M. Dollar...................... 1993 $ 103,500 $ 21,994 -- $ 25,771
Vice President, Treasurer and Chief 1992 $ 99,500 $ 13,969 3,000 $ 2,355
Financial Officer 1991 $ 95,000 -- 1,000 $ 1,223
</TABLE>
- ---------------
(1) Mr. Hidell was employed by the Company through August 6, 1993 at which time
he retired and received an early retirement package from the Company.
Salary for 1993 reflects Mr. Hidell's salary through August 6. The amount
reflected in the bonus column for 1993 equals two-thirds of the bonus Mr.
Hidell otherwise would have received. In addition to the amounts set forth
in footnote 3, the amount reflected in the all other compensation column
includes amounts paid, payable or otherwise accrued in connection with Mr.
Hidell's early retirement package as follows: $185,000 (one year's base
salary); $34,781 for remaining 1993 and 1994 vacation, which will be paid
in August 1994; and $299 for life insurance and split dollar premiums paid
in 1994. Such amount does not include: (i) life insurance premiums to be
paid beyond 1994 which currently are indeterminable and (ii) the 1994
contribution to the Company's profit sharing plan for the benefit of Mr.
Hidell. Although such contribution will be based, in part, on the
9
<PAGE> 13
Company's 1994 performance and therefore presently is indeterminable, the
Company estimates that, based on past experience, it will not exceed
$20,000. In addition, Mr. Hidell has 90 days from August 6, 1994 to
exercise any outstanding stock options.
(2) Mr. Rupe was employed by the Company on March 11, 1991.
(3) Amounts include contributions to the Company's profit sharing plan for 1993,
1992 and 1991, respectively, as follows: Mr. Woodson: $30,000, $30,000 and
$30,000; Mr. Lang: $30,000, $30,000 and $28,256; Mr. Hidell: $ 28,382,
$28,350 and $25,088; Mr. Rupe: $3,532, $1,764 and $0; Mr. Rogers: $18,505,
$15,228 and $13,301; and Mr. Dollar: $3,167, $2,149 and $1,026. Includes
amounts accrued pursuant to deferred compensation arrangements for 1993,
1992 and 1991, respectively, as follows: Mr. Woodson: $46,610, $43,152 and
$40,019; Mr. Lang: $35,224, $32,617 and $30,198; Mr. Hidell: $0, $3,397 and
$3,144; Mr. Rupe: $2,332, $2,161 and $27,002; Mr. Rogers: $1,632, $1,512
and $1,400; and Mr. Dollar: $22,451, $0 and $0. Includes life insurance and
split dollar premiums paid on behalf of the individuals in 1993, 1992 and
1991, respectively, as follows: Mr. Woodson: $1,053, $704 and $605; Mr.
Lang: $924, $383 and $361; Mr. Hidell: $286, $362 and $331; Mr. Rupe: $204,
$338 and $154; Mr. Rogers: $242, $228 and $200; and Mr. Dollar: $153, $206
and $197.
OPTION GRANTS
The following table provides details regarding stock options granted to the
named executive officers during 1993.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
------------------------------------------------------------------ POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS EXERCISE MARKET PRICE PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE OF UNDERLYING TERM(2)
OPTIONS EMPLOYEES IN PRICE SECURITY ON EXPIRATION ------------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE OF GRANT DATE 0%($) 5%($) 10%($)
- ----------------------- ---------- ------------ -------- -------------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert R. Woodson...... 34,286 33.6% $ 26.250 $ 26.250 1/3/98 -- $248,655 $549,464
4,000 3.9% $ 23.875 $ 26.875 5/6/98 $ 12,000 $ 41,700 $ 77,630
I. Ward Lang........... 7,238 7.1% $ 26.250 $ 26.250 1/3/98 -- $ 52,493 $115,995
4,000 3.9% $ 23.875 $ 26.875 5/6/98 $ 12,000 $ 41,700 $ 77,630
Thomas M. Hidell....... 14,137 13.8% $ 26.250 $ 26.250 1/3/98 -- $102,527 $226,558
4,000 3.9% $ 23.875 $ 26.875 5/6/98 $ 12,000 $ 41,700 $ 77,630
Michael S. Rupe........ 13,193 12.9% $ 26.250 $ 26.250 1/3/98 -- $ 95,681 $211,430
4,000 3.9% $ 23.875 $ 26.875 5/6/98 $ 12,000 $ 41,700 $ 77,630
Earl W. Rogers,
Jr.(3)............... -- -- -- -- -- -- -- --
William M. Dollar(3)... -- -- -- -- -- -- -- --
</TABLE>
- ---------------
(1) Upon exercise of an option, the exercise price may be paid in cash, Common
Stock or a combination of cash and Common Stock. Options are exercisable
one year from the date of grant and expire no later than the earlier of the
following dates: (a) the date on which the option is exercised in full, (b)
three months after the date of the employee's termination of employment, or
(c) the date which is the fifth anniversary of the date of the grant.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall market conditions. The amounts
reflected in this table may not necessarily be achieved.
(3) Due to the timing of a Compensation and Stock Option Committee meeting, Mr.
Rogers and Mr. Dollar did not receive options in 1993, but did receive
option grants of 8,000 shares and 3,000 shares respectively in January
1994.
10
<PAGE> 14
OPTION EXERCISES
The following table shows the number of options exercised by executive
officers during 1993 and the number of shares covered by both exercisable and
unexercisable stock options as of December 31, 1993.
AGGREGATE OPTION EXERCISES IN 1993 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END (#) FY-END ($)
ACQUIRED ON --------------- -------------
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------ ----------- ------------ --------------- -------------
<S> <C> <C> <C> <C> <C>
Robert R. Woodson......................... 4,985 $ 27,742 12,550/ 38,286 $ 0/0
I. Ward Lang.............................. 4,985 $ 27,742 12,550/ 11,238 $ 0/0
Thomas M. Hidell.......................... 4,000 $ 21,760 11,000/ 18,137 $ 0/0
Michael S. Rupe........................... 0 0 3,500/ 17,193 $ 0/0
Earl W. Rogers, Jr........................ 2,500 $ 13,600 9,000/ 0 $ 0/0
William M. Dollar......................... 0 0 5,000/ 0 $ 0/0
</TABLE>
DEFERRED COMPENSATION ARRANGEMENTS
The Company has entered into deferred compensation arrangements with
certain of its key employees, including the named executive officers, providing
for monthly payments to the officer upon his retirement, disability or other
termination of employment and to the officer's spouse or surviving minor
children in the event of death. These arrangements, as presently in effect,
provide for monthly payments at retirement of a specified amount, subject to a
reduction in the event of early retirement and, with respect to certain cases,
to a required minimum period of service prior to full vesting.
The following table sets forth information with respect to the estimated
annual benefit payable upon retirement at age 65 to the named executive officers
under deferred compensation arrangements:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL
NAME RETIREMENT BENEFIT(1)
------------------------------------------------------- ---------------------
<S> <C>
Robert R. Woodson...................................... $ 100,000
I. Ward Lang........................................... $ 60,000
Thomas M. Hidell....................................... $ 12,072(2)
Michael R. Rupe........................................ $ 20,000
Earl W. Rogers, Jr..................................... $ 12,000
William M. Dollar...................................... $ 12,000
</TABLE>
- ---------------
(1) The amounts shown are based upon various assumptions by the Company
regarding future conditions and events, including assumptions relating to
the individual's continued employment with the Company until retirement,
the absence of a change in control of the Company or any violations of the
noncompetition arrangements described herein. The Company cannot accurately
predict the future, and actual benefits therefore may differ materially
from the amounts shown in this column. Amounts payable to the named
executive officers pursuant to deferred compensation arrangements are not
based on any formula, but rather were determined by the Compensation and
Stock Option Committee.
11
<PAGE> 15
(2) In accordance with the terms of Mr. Hidell's early retirement package, Mr.
Hidell will receive such amount per year beginning at age 65.
Payment of benefits under the deferred compensation arrangements commences
at normal retirement age and continues during the life of the officer, and
during the life of the officer's spouse and the minority of any surviving minor
children, subject to a fifteen-year maximum period governing the payment of
death benefits. Payment of benefits under these arrangements is conditioned upon
the officer not engaging in certain activities in competition with the Company
following termination of his employment. However, the arrangements further
provide that if the officer's employment is terminated by the Company after a
change in control of the Company, or if he resigns within 180 days following any
such occurrence or transaction, the agreement not to compete shall not apply,
and in addition, he may elect to receive either (i) a lump sum distribution of
benefits equal to the liability then accrued by the Company with respect to his
agreement, or (ii) a series of payments based upon his stated salary as in
effect on the date of such change of control, merger or sale (without reduction
for early retirement). A change in control of the Company is deemed to have
occurred under the arrangements at such time as beneficial ownership of more
than 50% of the Common Stock of the Company is held by any one person or group
of two or more persons formed for the purpose of acquiring, holding or disposing
of the Company's Common Stock.
NONCOMPETE AND TERMINATION AGREEMENTS
The Company has entered into non-compete and termination agreements with
certain officers, including each of the named executive officers under which
each such officer has agreed that he will not compete with the Company or
disclose confidential information during his employment or for a two-year period
following termination of his employment. However, if the officer's employment is
terminated by the Company (other than by reason of intentional wrongdoing), at
any time after a change in control of the Company takes place, or if the officer
resigns within 365 days after such a change in control takes place, then the
officer's agreement not to compete will not apply and the officer will be
entitled to receive a lump sum payment from the Company equal to the lesser of
three times such officer's average annual compensation for the five calendar
year period which immediately precedes the date his employment terminates or the
maximum payment which the Company can make to such officer as a result of change
in control of the Company under appropriate Internal Revenue Code provisions. A
change in control of the Company is defined for these purposes as in the
deferred compensation agreements described above.
DIRECTOR FEES
For the year ending December 31, 1993, each non-employee director was paid
a fee of $16,000 and $750 per Board and committee meeting attended with the
exception of the committee chairmen who received $1,000 per committee meeting
attended. Employee directors received no compensation for Board services.
The report of the Compensation and Stock Option Committee and the stock
performance graph that follow shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates the
information by reference, and shall not otherwise be deemed filed under such
Acts.
12
<PAGE> 16
COMPENSATION AND STOCK OPTION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee (the "Committee") of the
Company's Board of Directors is responsible for overseeing the Company's
executive compensation program. The Committee, which consists of outside,
non-employee directors, has adopted a compensation program for executives
designed to:
- provide market-competitive base salaries;
- reward performance that supports achievement of business plan goals;
- motivate executives to achieve strategic operating objectives; and
- encourage common stock ownership to further align the executives'
interests with the shareholders' interests.
In 1992, the Company retained an independent compensation consulting firm
to assist in assessing the reasonableness and competitiveness of the Company's
executive compensation program. The Committee carefully considered the results
of the compensation survey and the recommendations of the consulting firm in
determining the compensation in 1993 for the Company's executives, including Mr.
Robert Woodson, the Company's Chief Executive Officer. In addition, the
Committee considered recommendations of the Company's Chief Executive Officer
(except with respect to the Chief Executive Officer's compensation), the
Company's performance, and other factors discussed below. The components of the
Company's executive compensation program for 1993 were (i) cash compensation,
consisting of base salaries and annual incentive bonuses based on the
achievement of individual and Company performance goals, and (ii) long-term
incentives, including stock options and profit sharing contributions. The
Committee will review the applicability of Section 162(m) of the Internal
Revenue Code of 1986, as amended by the Omnibus Budget Reconciliation Act of
1993. Section 162(m) may deny a federal income tax deduction for an executive's
compensation exceeding $1 million per year in certain cases. Currently,
compensation is not expected to exceed the $1 million threshold for any
executive.
Cash Compensation
The consulting firm compared the Company's cash compensation program (base
salaries and cash bonuses) with the cash compensation programs of companies in a
peer group comprised of (i) 48 public companies based in the Atlanta, Georgia
metropolitan area with annual revenue in excess of $150 million, (ii) nine
graphics printing industry companies with annual revenue in excess of $100
million and (iii) approximately 135 non-durable goods manufacturing companies
with annual revenue in excess of $350 million (collectively, the "Market
Group"). The Market Group included 4 of the 15 companies (excluding the Company)
in the Dow Jones Industrial and Commercial General Services Index, one of the
indices used in the Company's stock performance graph. The independent
consulting firm, in consultation with the Company, concluded that the Market
Group was an appropriate peer group for compensation comparison purposes.
Based on the results of the compensation study, the total cash compensation
(base salaries and bonuses) payable to the Company's executive officers was
slightly higher than the average cash compensation paid by other companies in
the Market Group. While the Company's base salaries were slightly higher than
the Market Group average, the Company's bonuses were lower than the Market Group
average. The goal is to provide competitive cash compensation to executive
officers within the median range of the market.
13
<PAGE> 17
The consulting firm recommended that a larger portion of executive cash
compensation be tied to Company performance. The Committee approved smaller
increases in base salaries for 1993 and placed greater emphasis on increasing
each executive officer's bonus potential.
Base Salary. The Committee reviews each executive officer's base salary,
including the Chief Executive Officer's base salary, on an annual basis. The
Committee believes that the base salaries paid to the Company's executive
officers are reasonable and competitive with the base salaries paid by the other
companies in the Market Group and enhance the Company's ability to attract and
retain talented executives.
The Committee increased the executive officers' base salaries in 1993 from
2.7% to 6% over the base salaries paid in 1992, with the exception of one
executive officer who received a larger increase in connection with a promotion.
In determining the percentage increase in each executive officer's base salary,
the Committee considered recommendations of the Chief Executive Officer,
increases in the cost of living, additional responsibilities of certain
executive officers, the competitive market for base salaries as reflected in the
consulting firm's compensation survey, the executive's past and potential future
contributions to the success of the Company, and the Company's overall
performance. These factors were considered subjectively by the Committee in the
aggregate, and none of the factors was accorded any specific weight.
Annual Incentive Bonus. Under the supervision of the Committee, the
Company maintains a bonus plan pursuant to which annual cash bonuses are payable
to certain key officers and employees. Based on the results of the compensation
survey, the Company's prior potential bonus for executive officers (25% of base
salary) was significantly lower than the potential bonus of the market (an
average of approximately 40% of base salary for persons in comparable
positions). The Committee, therefore, determined to increase the bonus in order
to be more competitive with the market.
The consulting firm also noted that the Company's threshold for the award
of bonuses in 1992 was higher than the market and that the Company's bonus
program provided for no additional award if performance goals were exceeded. In
order to bring the Company's program more in line with the market, the Committee
lowered the threshold for the award of bonuses from 95% to 90% of targeted
amounts, but provided that no bonuses would be awarded (unless authorized by the
Committee) if earnings per share were less than the prior year. The Committee
also provided for additional awards if the targeted performance measures were
exceeded, with a maximum award based on the attainment of 110% of certain target
amounts.
In 1993, bonuses for executive officers, other than the Chief Executive
Officer, were payable on a sliding scale based on (i) individual performance and
(ii) Company performance. Individual performance was based on the attainment of
specific revenue or expense goals for areas in the Company for which the
executive was directly responsible. The individual component equaled 25% to 50%
of the total bonus potential, depending on the executive's primary
responsibility. Executives directly responsible for an operating unit of the
Company, compared to executives responsible for an administrative/support
department, had a higher percentage of their bonus tied to individual
performance. The Company's performance was based on earnings per share in
relation to targeted earnings per share for the year. The Company component
equaled 75% to 50% of the total bonus potential, again based on the executives'
primary responsibility.
Based on results for 1993, the executive officers (excluding the Chief
Executive Officer) received bonuses equal to an average of approximately 25% of
base salaries. With respect to the individual performance component, certain
executive officers received the maximum individual performance bonuses as a
result of exceeding targeted revenue or expense levels, as applicable, by 10% or
more. Certain other executive officers received individual performance bonuses
less than the potential bonus amounts due to revenues that were lower than
budget. With respect to the Company performance component, earnings per share
for 1993 were
14
<PAGE> 18
96% of the targeted earnings per share amount. Executive officers received
Company performance bonuses in amounts less than the potential bonus amounts as
a result of the Company's earnings per share for 1993, which were 4% below
target.
Long-Term Incentives
Stock Options. Pursuant to the Company's 1981 Incentive Stock Option Plan,
as Extended (the "Plan"), the Company, acting through the Committee, may grant
stock options to key employees from time to time. Based on a survey of 344
manufacturing and service companies (which include 10 of the approximately 190
companies included in the Market Group and 3 of the 15 companies (excluding the
Company) included in the Dow Jones Industrial and Commercial General Services
Index), the independent consulting firm advised the Company that option grants
to the executive officers were substantially lower than the market. Based on
information provided by the consulting firm, the Company's prior option grant
(as a percentage of base salary) was on average more than 40% lower than market
for persons holding comparable positions. In addition, the consulting firm noted
that the percentage of common stock owned by the executive officers as a group
was lower than the market. In an effort to provide competitive long-term
incentives, stock option grants are targeted at the median range of the market.
In light of the findings and recommendations of the consulting firm and in
an effort to compensate for below-market option grants in the past, the
Committee authorized the grant of options in 1993 to executive officers
(excluding the Chief Executive Officer and with the exception of two executive
officers that did not receive options in 1993) equal to 100% to 200% of
executive officers' base salaries. The executive officers that did not receive
options in 1993 were in a different group for purposes of stock option grants
because they did not report directly to the Chief Executive Officer. Due to the
timing of the Committee meeting such executives did not receive options in 1993
but did receive options in January 1994 based on the factors discussed herein.
The number of options granted to an executive officer was determined by taking a
percentage of base salary and dividing that amount by the fair market value per
share on the date of grant. The Committee also considered recommendations of the
Chief Executive Officer, responsibility levels, compensation and the market
price of the Company's common stock in determining the size of option grants in
1993. Based on the Committee's desire to increase stock ownership among
executive officers, the number of options held by an executive officer and the
exercise price thereof was considered in determining individual grants. These
factors were considered subjectively in the aggregate, and none of the factors
was accorded a specific weight.
Profit Sharing Plan. The Company also maintains a profit sharing plan for
the benefit of its executive officers and all other employees of the Company.
The Company's annual contribution to the profit sharing plan is based on the
increase in the Company's profitability compared to the prior year. The
contribution received by each individual is dependent upon that person's salary
and length of service to the Company. The size of the Company's annual profit
sharing contribution is decided by a committee of the Board of Directors, within
certain limits, based on the profitability of the Company and, to a lesser
extent, the earnings of the plan during the prior year.
Early-Retirement Package for Certain Executive Officer
As described in footnote 1 to the Summary Compensation Table included
elsewhere herein, the Company provided an early retirement package to Mr. Thomas
Hidell in connection with his retirement from the Company in August 1993. The
terms of the early retirement package were recommended to the Committee by
senior management of the Company and were based on Mr. Hidell's compensation at
the time
15
<PAGE> 19
of his retirement, prior service and contributions to the Company. In approving
the terms of the early retirement package, the Committee considered these
factors subjectively in the aggregate, and none of the factors was accorded a
specific weight.
Chief Executive Officer Compensation
The Committee considered the findings of the consulting firm and the other
general factors discussed above in determining Mr. Woodson's compensation in
1993. The compensation survey indicated that Mr. Woodson's cash compensation
(base salary and bonus) was below the average cash compensation paid to other
Chief Executive Officers in the Market Group. Although Mr. Woodson's base salary
was slightly above the market average, this difference was more than offset by
Mr. Woodson's bonus, which was below the market average.
Based on increases in the cost of living, the competitive market for base
salaries, Mr. Woodson's past and potential future contributions to the success
of the Company and the Company's overall performance, the Committee approved a
6% increase in Mr. Woodson's base salary in 1993 over 1992. These factors were
considered in the aggregate on a subjective basis, and no factors were given any
specific weight.
Mr. Woodson received a bonus in 1993 which was based solely on the
Company's earnings per share in relation to a targeted figure. The consulting
firm noted that the Company's threshold for the Chief Executive Officer's bonus
in 1992 was higher than the market and that the Chief Executive Officer received
no additional award if the Company performance goal was exceeded. In order to
bring the Company's Chief Executive Officer bonus program more in line with the
market, the Committee lowered the threshold for Mr. Woodson's bonus from 95% to
90% of the targeted earnings per share amount, but provided that no bonus would
be awarded (unless authorized by the Committee) if earnings per share were less
than the prior year. In addition, the consulting firm noted that Mr. Woodson's
prior potential bonus (25% of base salary) was significantly lower than the
potential bonus of the market (an average of approximately 58% of base salary
for Chief Executive Officers). Consistent with the consulting firm's
recommendations to increase Mr. Woodson's bonus as a percentage of base salary,
the Committee increased the bonus payable upon achievement of the targeted
earnings per share amount from 25% to 50% of Mr. Woodson's base salary. The
Committee also approved a maximum bonus of 60% of base salary based on the
attainment of 110% of the targeted earnings per share amount. Because the
Company achieved 96% of its target earnings per share, Mr. Woodson received a
bonus equal to 32% of his base salary.
The compensation survey indicated that option grants to Mr. Woodson, as a
percentage of base salary, were lower than the market. In light of these
findings and in an effort to compensate for below-market option grants in the
past, the Committee authorized the grant of stock options in 1993 to Mr. Woodson
equal to 250% of his base salary. The Committee considered compensation and the
market price of the Company's common stock in determining the size of option
grants to Mr. Woodson. The Committee also considered options currently held by
Mr. Woodson and the exercise price thereof in making its determination. The
factors considered by the Committee in determining the size of the option grant
to Mr. Woodson were considered subjectively in the aggregate. No factors were
given any specific weight.
16
<PAGE> 20
The Committee believes that its executive compensation reflects the goals
and philosophy of the Company's compensation program. As described above, an
increasing portion of the executive officers' compensation is at risk and tied
to improving shareholder value and attaining corporate earnings targets.
COMPENSATION AND STOCK
OPTION COMMITTEE
Lawrence L. Gellerstedt, Jr., Chairman
G. Harold Northrop
Larry L. Prince
February 18, 1994
FIVE YEAR STOCK PERFORMANCE GRAPH
The line graph below reflects the cumulative, five-year shareholder return
(assuming the reinvestment of dividends) on the Company's Common Stock compared
to such return of the S&P 500 Index and the Dow Jones Industrial and Commercial
General Services Index. The graph reflects the investment of $100 on December
31, 1988 in the Company's Common Stock, the S&P 500 Index and the Dow Jones
Industrial and Commercial General Services Index.
<TABLE>
<CAPTION>
DJ Ind. &
Comm. Gen-
Measurement Period John H. eral Services
(Fiscal Year Covered) Harland Company S&P 500 Index
<S> <C> <C> <C>
Dec-88 $ 100 $ 100 $ 100
Dec-89 103 132 109
Dec-90 92 128 102
Dec-91 119 166 127
Dec-92 135 179 145
Dec-93 116 197 152
</TABLE>
17
<PAGE> 21
CERTAIN TRANSACTIONS
In June 1993, the Company announced its plan to repurchase 3,400,000 shares
of Common Stock. In accordance with the share repurchase program, the Company
purchased 400,000 shares of Common Stock from the John H. and Wilhelmina D.
Harland Charitable Foundation, Inc., which owns more than 5% of the Company's
outstanding Common Stock. The shares were purchased in a negotiated transaction
for $26.625 per share, or an aggregate of $10,650,000, on August 19, 1993.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche, subject to
ratification by the shareholders at the Annual Meeting, as auditors of the
Company for fiscal 1994. Deloitte & Touche, or its predecessors, has audited the
Company's financial statements for the past 46 years. Should this firm be unable
to perform the requested services for any reason or not be ratified by the
shareholders, the Directors will appoint other independent auditors to serve for
the remainder of the year. Representatives of Deloitte & Touche will be present
at the annual meeting of shareholders, will have the opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
ANNUAL REPORT TO SHAREHOLDERS
The annual report of the Company for the year ended December 31, 1993,
including audited financial statements, accompanies this Proxy Statement.
ANNUAL 10-K REPORT TO SHAREHOLDERS
The Company will provide without charge, at the written request of any
record beneficial shareholder on March 3, 1994, a copy of the Company's Annual
Report on Form 10-K including the financial statements and financial statement
schedules, as filed with the Securities and Exchange Commission, except exhibits
thereto. The Company will provide copies of the exhibits, should they be
requested by eligible shareholders, and the Company may impose a reasonable fee
for providing such exhibits. Requests for copies of the Company's Form 10-K
should be mailed to:
JOHN H. HARLAND COMPANY
P. O. Box 105250
Atlanta, Georgia 30348
Attention: Victoria P. Weyand
Vice President and Secretary
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Company's 1995
Annual Meeting of Shareholders must be received no later than November 17, 1994
in order to be considered for inclusion in the proxy statement and form of proxy
to be distributed by the Board of Directors in connection with such meeting.
18
<PAGE> 22
OTHER MATTERS
The minutes of the annual meeting of shareholders held on April 23, 1993
will be presented to the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. However, if any other matters should come before the meeting, the
persons named in the proxy will vote such proxy in accordance with their
judgment.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally or by
telephone, facsimile or mail by one or more employees of the Company. The
Company also may reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy material to
their principals who are beneficial owners of the Company's stock. In addition,
the Company has retained Georgeson & Co., Inc. to assist in the solicitation of
proxies with respect to shares of the Company's Common Stock held of record by
brokers, nominees and institutions and, in certain cases, by other holders. Such
solicitation may be made through the use of mails, by facsimile or by personal
calls. The anticipated cost of the services of Georgeson & Co., Inc. is $5,500.
Victoria P. Weyand
Vice President and Secretary
March 17, 1994
19
<PAGE> 23
JOHN H. HARLAND COMPANY
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1994
The undersigned hereby appoints ROBERT R. WOODSON and I. WARD LANG and each of
them, proxies, with full power of substitution and resubstitution, for and in
the name of the undersigned, to vote all shares of stock of John H. Harland
Company, which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders to be held on Friday, April 22, 1994 at
10:00 a.m., EST, at the High Museum of Art, 1280 Peachtree Street, NE, Atlanta,
Georgia, and at any adjournment thereof, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement,
receipt of which is hereby acknowledged and upon any other business that may
properly come before the meeting or any adjournment thereof. Said proxies are
directed to vote on the matters described in the Notice of Annual Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before the meeting and any adjournment thereof.
1. To elect four (4) directors:
<TABLE>
<S> <C> <C>
LAWRENCE L. GELLERSTEDT, JR. G. HAROLD NORTHROP FOR all nominees (except as marked to the contrary) / /
EDWARD J. HAWIE ROBERT A. YELLOWLEES WITHHOLD AUTHORITY for all nominees listed / /
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. To ratify the appointment of Deloitte & Touche as the Company's
independent certified public accountants for the year ending December 31,
1994.
FOR / / AGAINST / / ABSTAIN / /
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED
THE PROXY WILL BE VOTED "FOR" THE ABOVE STATED PROPOSALS
(Continued, and to be signed, on the other side)
(Continued from other side)
Please sign and date below, and
return this proxy immediately in
the enclosed envelope, whether or
not you plan to attend the annual
meeting.
Date 1994
---------------------
-----------------------------------
-----------------------------------
Please sign exactly as your name or
names appear hereon. Where more
than one owner is shown above, each
should sign. When signing in a
fiduciary or representative
capacity, please give full title.
If this proxy is submitted by a
corporation, it should be executed
in the full corporate name by a
duly authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
<PAGE> 24
DESCRIPTION OF DIFFERENCES
1. On pages 2-5 of the Proxy Statement the blank spaces above the
directors' names contain black and white photographs of each respective
director.
2. A table of the data points graphed in a line graph presented in the
Proxy Statement is set forth under the heading "Five Year Stock
Performance Graph."
