<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
American Biltrite Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(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) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
AMERICAN BILTRITE INC.
57 RIVER STREET
WELLESLEY HILLS, MASSACHUSETTS 02181
----------------
NOTICE OF ANNUAL MEETING TO BE HELD
MAY 4, 1995
----------------
To The Stockholders of
American Biltrite Inc.:
Notice is hereby given that the Annual Meeting of the Stockholders of
American Biltrite Inc. will be held in the America Room, 2nd Floor, The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts, on
Thursday, May 4, 1995 at 9:00 A.M. Boston time, for the following purposes:
1. To elect three directors who will hold office until the Annual Meeting
of Stockholders in 1998 and until their successors are duly elected and
qualified.
2. To consider and act upon a proposal to increase the number of authorized
shares of the Company's common stock.
3. To transact any other business that may properly come before the meeting
or any adjournment thereof.
The close of business on April 3, 1995 has been fixed as the record date for
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournment thereof.
It is desirable that the stock of the Company should be represented as fully
as possible at the Annual Meeting. Please sign, date and return the
accompanying proxy in the enclosed envelope, which requires no postage if
mailed in the United States. If you should attend the Meeting, you may vote in
person, if you wish, whether or not you have sent in your proxy.
By Order of The Board of Directors
Henry W. Winkleman
Secretary
Wellesley Hills, Massachusetts
April 12, 1995
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation, by and
on behalf of the Board of Directors of American Biltrite Inc. (the "Company"),
of proxies to be used in voting at the Annual Meeting of Stockholders (the
"Meeting") to be held on May 4, 1995 in the America Room, 2nd Floor, The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts at 9:00 A.M.
Boston time, and at any adjournments thereof. The principal executive offices
of the Company are located at 57 River Street, Wellesley Hills, Massachusetts
02181. The cost of preparing and mailing the notice, proxy statement and proxy
will be paid by the Company. It is expected that the solicitation of proxies
will be by mail only, but may also be made by personal interview, mail,
telephone or telegraph by Directors, officers or employees of the Company. The
Company will request banks and brokers holding stock in their names or custody,
or in the names of nominees for others, to forward copies of the proxy material
to those persons for whom they hold such stock and to request authority for the
execution of proxies and, upon request, will reimburse such banks and brokers
for their out-of-pocket expenses incurred in connection therewith. This proxy
statement and the accompanying proxy card were first mailed to stockholders on
or about April 12, 1995.
Proxies in the accompanying form, properly executed and duly returned to the
management and not revoked, will be voted at the Meeting (including
adjournments) and, where a specification is made by means of the ballot
provided in the proxies regarding any matter presented to the meeting, such
proxies will be voted in accordance with such specification.
Any stockholder giving a proxy in the accompanying form retains the power to
revoke it at any time prior to the exercise of the powers conferred thereby by
filing a later dated proxy or by notice of revocation filed in writing with the
Secretary of the Company. Attendance at the Meeting in person will not be
deemed to revoke the proxy unless the stockholder affirmatively indicates at
the Meeting an intention to vote the shares in person.
On April 3, 1995 there were issued and outstanding 3,572,448 shares of the
Company's Common Stock. Only stockholders of record at the close of business on
that date are entitled to notice of and to vote at the Meeting or any
adjournment thereof, and those entitled to vote will have one vote for each
share held.
A copy of the Annual Report of the Company for the fiscal year ended December
31, 1994, is enclosed with this proxy statement.
A quorum for the consideration of any question at the Meeting will consist of
a majority of interest in all stock issued and entitled to vote upon such
question. A plurality of the shares represented at the Meeting and voting is
required to elect directors. On all other matters, a majority of the shares
represented at the meeting and voting is required to decide the question.
<PAGE>
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Board of Directors is divided into three classes, the terms of which
expire at successive Annual Meetings of Stockholders. The accompanying proxy
will be voted for the election of the nominees named in Class II below unless
otherwise instructed. The term of those Class II directors elected at this
meeting will expire at the Annual Meeting of Stockholders held in 1998 upon the
election and qualification of their successors.
Should any person named below be unable or unwilling to serve as a director,
persons acting under the proxy intend to vote for such other person as
management may recommend. Each nominee is currently a director of the Company.
The following table sets forth the name, age and principal occupation of each
of the nominees for election as director, and each current director in the
classes continuing in office, and the period during which he has served as a
director of the Company. The table together with the accompanying text and
footnotes also sets forth (a) the holdings of each director of the Company and
of each person nominated to become a director of the Company, (b) the holdings
of all officers and directors as a group and (c) the names, addresses and
holdings of the Company's Common Stock for each person who owns of record, or
is known by the Company to own beneficially, 5% or more of its Common Stock.
(a) Nominees and Security Ownership of Directors
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR AS OF PERCENT OF
DURING THE PAST 5 YEARS AND DIRECTORSHIP SINCE APRIL 3, 1995 CLASS
---------------------------------------- -------- ------------------ ----------
<S> <C> <C> <C>
Class II Directors to serve until 1998
Annual Meeting
John C. Garrels, 3rd .................... 1977 800 --
Age 55. Director, Global Banking, The
Bank of Boston.
James S. Marcus.......................... 1971 200 --
Age 65. Limited Partner, Goldman Sachs &
Co., Investment Bankers, Director,
Kellwood Company.
Roger S. Marcus.......................... 1981 445,068(1) 11.9%
Age 49. Chairman of the Board and Chief
Executive Officer of the Company.
Chairman of the Board and Chief Execu-
tive Officer of Congoleum Corporation.
Class I Directors continuing in office
until 1997 Annual Meeting
Gilbert K. Gailius....................... 1983 21,600 --
Age 63. Vice President and Chief
Financial Officer of the Company.
Jack Gold, Esq........................... 1985 200 --
Age 84. Principal, Gold and Gold, Attor-
neys
Richard G. Marcus........................ 1982 452,128(1) 12.1%
Age 47. President and Chief Operating
Officer of the Company. Vice Chairman
of the Board of Congoleum Corporation.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR AS OF PERCENT OF
DURING THE PAST 5 YEARS AND DIRECTORSHIP SINCE APRIL 3, 1995 CLASS
- - ---------------------------------------- -------- ------------------ ----------
<S> <C> <C> <C>
Class III Directors continuing in office
until 1996 Annual Meeting
Mark N. Kaplan, Esq..................... 1982 2,000 --
Age 65. Partner, Skadden, Arps, Slate,
Meagher & Flom, Attorneys. Director,
Grey Advertising Inc., Diagnostic
Retrieval Systems, Inc., REFAC
Technology Development Corporation,
The Harvey Group, Inc., Volt
Information Sciences, Inc., and
Congoleum Corporation
Natalie S. Marcus ...................... 1992 1,175,168(1) 31.4%
Age 78. Investor
William M. Marcus....................... 1966 337,500(1) 9.0%
Age 57. Executive Vice President and
Treasurer of the Company. Director of
Reebok International Ltd. and
Congoleum Corporation.
</TABLE>
- - --------
Natalie S. Marcus is the mother of Roger S. Marcus and Richard G. Marcus and
the aunt of William M. Marcus. James S. Marcus is not related to Natalie,
Roger, Richard or William Marcus.
(1) As of the date shown, these shares were among the 2,131,264 shares, or
56.9%, of the Company's outstanding Common Stock beneficially owned by the
following persons, who have identified themselves as persons who have
taken, and reasonably anticipate continuing to take, actions which direct
or may cause the direction of the management and policies of the Company
and the voting of their shares of Common Stock in a manner consistent each
with the other, and who therefore may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934; Natalie S. Marcus (c/o American Biltrite Inc., 57 River Street,
Wellesley Hills, MA 02181), Richard G. Marcus (c/o American Biltrite Inc.,
57 River Street, Wellesley Hills, MA 02181), Roger S. Marcus (c/o American
Biltrite Inc., 57 River Street, Wellesley Hills, MA 02181), William M.
Marcus (c/o American Biltrite Inc., 57 River Street, Wellesley Hills, MA
02181) and Cynthia S. Marcus (c/o American Biltrite Inc., 57 River Street,
Wellesley Hills, MA 02181). Charles E. Heming (c/o Wormser, Kiely, Galef &
Jacobs, 711 Third Avenue, New York, NY 10017), trustee of certain trusts
established by Natalie S. Marcus, may also be deemed to be a member of this
group. Mr. Heming expressly disclaims his membership in this group.
Natalie S. Marcus and Charles E. Heming, as co-trustees of certain trusts
established by Natalie S. Marcus, have shared voting and investment power
over 1,027,168 shares. Mrs. Marcus is also a co-trustee with Richard G.
Marcus and Roger S. Marcus over 144,000 shares and trustee of a charitable
trust which holds 4,000 shares.
Richard G. Marcus had sole voting and investment power over 259,728 shares,
including 6,764 shares held as custodian for his children. Mr. Marcus is
also a co-trustee with Natalie S. Marcus and Roger S. Marcus over 144,000
shares. Mr. Marcus also has the right to acquire 48,400 shares which are
issuable upon exercise of options exercisable within 60 days of the date of
this proxy statement. Richard G. Marcus's wife, Beth A. Marcus, owns 800
shares, his daughter, Teri Marcus, owns 750 shares and his son, Todd Marcus,
owns 386 shares.
3
<PAGE>
Roger S. Marcus had sole voting and investment power over 252,668 shares,
including 3,200 shares held as custodian for his daughter, Julie Marcus.
Mr. Marcus is also a co-trustee with Natalie S. Marcus and Richard G.
Marcus over 144,000 shares. Mr. Marcus also has the right to acquire 48,400
shares which are issuable upon exercise of options exercisable within 60
days of the date of this proxy statement. Roger S. Marcus's daughter,
Elissa G. Marcus, owns 3,950 shares, and his daughter, Julie Marcus, owns
750 shares.
William M. Marcus had sole voting and investment power over 291,980 shares.
Mr. Marcus also has the right to acquire 45,520 shares which are issuable
upon exercise of options exercisable within 60 days of the date of this
proxy statement. William Marcus's wife, Cynthia S. Marcus, owns 9,400
shares.
Gilbert K. Gailius had sole voting and investment power over 12,000 shares.
Mr. Gailius has the right to acquire 9,600 shares which are issuable upon
exercise of options exercisable within 60 days of the date of this proxy
statement.
(b) Security Ownership of Certain Beneficial Owners and Management
<TABLE>
<CAPTION>
SHARES OF
NAME AND ADDRESS COMMON STOCK PERCENT OF
OF BENEFICIAL OWNERS OWNED BENEFICIALLY CLASS
-------------------- ------------------ ----------
<S> <C> <C>
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue Suite 650
Santa Monica, California 90491.................. 272,000(1) 7.3%
Wilen Management Corporation
2360 West Joppa Road Suite 226
Lutherville, Maryland 21093..................... 213,460(2) 5.7%
</TABLE>
- - --------
(1) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on February 9, 1994.
(2) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission on January 19, 1995.
J. Dennis Burns, age 55, Vice President and General Manager, Tape Division
since 1985, listed in the compensation table on page 9, beneficially owns 8,200
shares, all of which he has the right to acquire because such shares are
issuable upon exercise of options exercisable within 60 days of the date of
this proxy statement.
The officers and directors of the Company as a group (13 persons) own
beneficially 2,165,264 shares, or 57.8% of the Common Stock including 170,520
shares which are issuable upon exercise of options exercisable within 60 days
of the date of this proxy statement.
DIRECTORS COMPENSATION AND COMMITTEES
During 1994, the Board of Directors of the Company held five meetings. All
directors attended all meetings of the Board and of those committees of the
Board on which they respectively served. Each director who is not an officer
and employee of the Company is entitled to receive a director's fee of $10,000
per year and $1,250 for each Board meeting and each Audit and Executive
Committee meeting attended.
Directors may elect to defer the receipt of all or a part of their fees.
Amounts so deferred earn interest, compounded quarterly, at a rate equal to the
Bank of Boston base rate at the end of each quarter.
4
<PAGE>
The Company has an Executive Committee consisting of five members. The
functions of the committee are to advise and aid the officers of the Company in
all matters concerning its interests and the management of its business and,
when the Board of Directors is not in session, to exercise all the powers of
the Board with reference to the conduct of the business of the Company which
may be lawfully delegated by the Board of Directors. During 1994, the Executive
Committee held no meetings. The members of the Executive Committee are Messrs.
William M. Marcus, Chairman, Roger S. Marcus, Richard G. Marcus and Mark N.
Kaplan.
The Company has an Audit Committee consisting of three members, all of whom
are non-employee directors. The principal functions performed by the committee
during 1994 were the review of the results of the 1993 audit and the
consideration and recommendation to the Board that the certified public
accounting firm of Ernst & Young LLP be reappointed for the 1994 audit, the
review and approval of the scope of the 1994 audit and audit fee structure, the
review and approval of major accounting policies and practices affecting the
Company's operating results, the review and approval of each of the non-audit
services and fees which had been performed by Ernst & Young LLP during the 1994
fiscal year and the review of management's practices and procedures with
respect to compliance by the Company with the Foreign Corrupt Practices Act of
1977. During 1994, the Audit Committee held one meeting. The members of the
Audit Committee were Messrs. Benjamin Alpert, James S. Marcus and John C.
Garrels, 3rd.
The Company has a Compensation Committee consisting of three members. The
committee met twice during 1994. The members of the Compensation Committee are
Messrs. John C. Garrels, 3rd, Jack Gold and Mark N. Kaplan. The Company does
not have a nominating committee of the Board of Directors.
COMPENSATION COMMITTEE REPORT
OVERALL POLICY
The Company's executive compensation program is designed to reflect both
corporate performance and individual responsibilities and performance. The
Compensation Committee administers the Company's overall compensation strategy
in an attempt to relate executive compensation appropriately to the Company's
overall growth and success and to the executive's duties, demonstrated
abilities and, where appropriate, the performance of his division. The
objectives of this strategy are to attract and retain the best possible
executives, to motivate these executives to achieve the Company's business
goals and to provide a compensation package that recognizes individual
contributions as well as overall business results.
Each year the Compensation Committee conducts a review of the Company's
executive compensation. This review includes consideration of: the relationship
between an executive's current compensation and his current duties and
responsibilities; the compensation of executive officers with similar duties
and responsibilities; and inflationary trends. The annual compensation reviews
permit an ongoing evaluation of the relationship between the size and scope of
the Company's operations, its performance and its executive compensation. The
Compensation Committee also considers the legal and tax effects (including
without limitation the effects of Section 162(m) of the Internal Revenue Code
of 1986, as amended) of the Company's executive compensation program in order
to provide the most favorable legal and tax consequences for the Company and
its executive officers.
In its most recent annual review of executive compensation, the Compensation
Committee also considered the recent, successful accomplishment (in February
1995) of the initial public offering and related recapitalization of Congoleum
Corporation, a corporation in which the Company has had a minority equity
5
<PAGE>
interest since 1993. Specifically, the Compensation Committee noted the key
role of Roger S. Marcus and Richard G. Marcus in this accomplishment and the
additional responsibilities to be assumed by these individuals as a result of
the Congoleum financing transactions.
The Compensation Committee determines the compensation of the individuals
whose compensation is detailed in this proxy statement and sets policies for
and reviews the compensation awarded to the most highly compensated corporate
executives. This process is designed to provide consistency throughout the
executive compensation program. In reviewing the individual performance of the
executives whose compensation is detailed in this proxy statement (other than
Roger S. Marcus, the Company's Chief Executive Officer), the Compensation
Committee takes into account the views of Mr. Marcus.
The key elements of the Company's executive compensation consist of base
salary, annual bonus and stock options. The Compensation Committee's policies
with respect to each of these elements, including the bases for the
compensation awarded to Roger S. Marcus, the Company's Chief Executive Officer,
are discussed below. In addition, although the elements of compensation
described below are considered separately, the Compensation Committee takes
into account the full compensation package afforded by the Company to the
individual, including pension benefits, insurance and other benefits, as well
as the program described below.
BASE SALARIES
Base salaries for executive officers are determined by considering historical
salaries paid by the Company to officers having certain duties and
responsibilities and then evaluating the current responsibilities of the
position, the scope of the operations under management and the experience of
the individual. Annual salary adjustments are determined by evaluating on an
individual basis new responsibilities of the executive's position, changes in
the scope of the operations managed, the performance of such operations and the
performance of the executive in the position and annual increases in the cost
of living.
With respect to the base salary of Roger S. Marcus in 1994, the Compensation
Committee took into account the Company's performance and the assessment by the
Compensation Committee of Mr. Marcus's individual performance. The Compensation
Committee also took into account the length of Mr. Marcus's service to the
Company and his increasing responsibilities in the course of such service. Mr.
Marcus's base salary of $362,500 for 1994 represents an increase of 5.8% over
his $342,500 base salary for 1993. The Compensation Committee approved a base
salary of $395,000 for Mr. Marcus for 1995, an increase of 9.0% over his 1994
base salary.
ANNUAL BONUS
The Company's executive officers are eligible for an annual cash bonus.
Annual bonuses are determined on the basis of individual and corporate
performance. The most significant corporate performance measure for bonus
payments is earnings of the Company as a whole and then the relevant divisions
or subsidiaries, where appropriate. The Compensation Committee has adopted the
policy of paying bonuses to Roger S. Marcus and Richard G. Marcus of
approximately 3-4% of the Company's after-tax earnings, taking into account
significant non-operational occurrences and the actual level of profitability
for the relevant year. In determining annual bonuses, the Committee also
considers the views of Mr. Marcus as Chief Executive Officer and discusses with
him the appropriate bonuses for all executives, including Mr. Marcus.
6
<PAGE>
For 1994, Roger S. Marcus was awarded an aggregate bonus of $925,000. For
1993, he was awarded a bonus of $400,000. A portion of Mr. Marcus's 1994 bonus
was based on earnings for the Company as a whole in accordance with the
Compensation Committee policy set forth above. A substantial portion of Mr.
Marcus's 1994 bonus, however, was awarded to Mr. Marcus for his extraordinary
efforts in bringing about the initial public offering and related
recapitalization of Congoleum Corporation, both of which were consummated in
February 1995. This portion of Mr. Marcus's 1994 bonus represents a portion of
the amount received by the Company in connection with this public offering and
recapitalization. Another significant portion of Mr. Marcus's 1994 bonus was
awarded to Mr. Marcus in recognition of his important role in the overall
success of the Company's joint venture with Congoleum Corporation. This
extraordinary bonus represents a portion of the amount received by the Company
under a Personal Services Agreement entered into in connection with the
consummation of the Congoleum joint venture. In awarding Mr. Marcus's aggregate
bonus, the Committee also considered the performance of the Company's Common
Stock and Mr. Marcus's role in promoting the long-term strategic growth of the
Company.
STOCK OPTIONS
Under the Company's 1993 Stock Award and Incentive Plan, stock options are
granted to the Company's executive officers. The Compensation Committee sets
guidelines for the size of stock option awards based on factors similar to
those used to determine base salaries and annual bonus. Stock options are
designed to align the interests of executives with those of the stockholders.
Under the Stock Option Plan, stock options are typically granted with an
exercise price equal to the market price of the Common Stock on the date of
grant and vest over time. This approach is designed to encourage the creation
of stockholder value over the long term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over time. No new options were granted to Roger S. Marcus in 1994.
CONCLUSION
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to individual and corporate
performance. In 1994, 62.7% of the Company's executive compensation consisted
of performance-based variable elements. In the case of Roger S. Marcus,
approximately 71.8% of his 1994 compensation consisted of performance-based
variable elements. The Compensation Committee intends to continue the policy of
linking executive compensation to corporate and individual performance,
recognizing that the ups and downs of the business cycle from time to time may
result in an imbalance for a particular period.
COMPENSATION COMMITTEE
Mark N. Kaplan, Chairman
John C. Garrels, 3rd
Jack Gold
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mark N. Kaplan, a director of the Company, is a partner in Skadden, Arps,
Slate, Meagher & Flom, a law firm retained by the Company in 1994 and proposed
to be retained during 1995.
Jack Gold, a director of the Company, is a principal in Gold and Gold, a law
firm retained by the Company in 1994 and proposed to be retained during 1995.
In fiscal year 1994, the Company paid fees for professional services to such
firm in the amount of $42,825.
8
<PAGE>
EXECUTIVE COMPENSATION
The table that follows sets forth information concerning the compensation
earned by or paid to the Company's Chairman of the Board and Chief Executive
Officer and the Company's four other most highly compensated officers for
services rendered to the Company and its subsidiaries in all capacities during
each of the last three years. The table also identifies the principal capacity
in which each of the named executives served the Company at the end of 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION AWARDS
-------------------- ----------
SECURITIES
UNDERLYING (1)
NAME AND PRINCIPAL OPTIONS/ ALL OTHER
POSITION YEAR SALARY$ BONUS$ SARS(#) COMPENSATION$
- - ------------------ ---- ------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Roger S. Marcus.................. 1994 362,500 925,000 14,500
Chairman of the Board 1993 342,500 400,000 36,000 7,075
and Chief Executive Officer 1992 327,500 150,000 6,866
Richard G. Marcus................ 1994 362,500 925,000 14,500
President and Chief 1993 342,500 400,000 36,000 17,075
Operating Officer 1992 327,500 150,000 16,866
William M. Marcus................ 1994 290,000 240,000 14,500
Executive Vice President 1993 274,000 160,000 28,800 17,075
and Treasurer 1992 262,000 120,000 16,866
Gilbert K. Gailius............... 1994 225,000 150,000 14,500
Vice President-Finance and Chief 1993 215,000 100,000 12,000 16,450
Financial Officer 1992 207,500 75,000 16,225
J. Dennis Burns.................. 1994 156,250 85,000 4,500
Vice President and General Man- 1993 148,750 65,000 5,000 4,463
ager,
Tape Dvision 1992 140,000 55,000 4,200
</TABLE>
- - --------
(1) The amounts disclosed in this column include:
(a) Company contributions of the following amounts in 1994, 1993 and 1992
respectively under the Section 401(k) Savings Investment Plan on behalf
of Roger S. Marcus, Richard G. Marcus and William M. Marcus, $4,500,
$7,075 and $6,866 each; Gilbert K. Gailius $4,500, $6,450 and $6,225;
and J. Dennis Burns $4,500, $4,463 and $4,200.
(b) Payment by the Company in 1994, 1993 and 1992 to individual life
insurance trusts for Richard G. Marcus, William M. Marcus and Gilbert
K. Gailius and in 1994 for Roger S. Marcus, $10,000 each year for each
individual.
9
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN THE MONEY OPTIONS
SHARES OPTIONS AT 12/31/94 AT 12/31/94(1)
ACQUIRED ON VALUE ------------------------- -------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger S. Marcus......... -- -- 46,400 61,600 853,100 709,400
Richard G. Marcus....... -- -- 46,400 61,600 853,100 709,400
William M. Marcus....... -- -- 43,520 50,080 821,780 584,120
Gilbert K. Gailius...... 10,000 201,250 8,400 21,600 126,900 258,600
J. Dennis Burns......... -- -- 7,400 9,600 137,550 120,200
</TABLE>
- - --------
(1) Based upon the difference between exercise price and closing price per
share on December 31, 1994.
DEFINED BENEFIT PENSION PLAN
In addition to the remuneration set forth above, the Company contributes
annually to The Retirement Plan for Salaried Employees of American Biltrite
Inc. (the "Pension Plan"), a defined benefit pension plan. The annual actuarial
valuation of the Pension Plan is performed using the Projected Unit Credit Cost
Method as the actuarial cost method under which the Company's contributions are
determined for all participants as a group. Allocations of the Company's
contribution to individual participants are not readily available.
The table below sets forth certain information relating to the Pension Plan
with respect to the five most highly compensated executive officers of the
Company.
<TABLE>
<CAPTION>
1994 CREDITED
REMUNERATION YEARS
NAME COVERED BY PLAN OF SERVICE
---- --------------- ----------
<S> <C> <C>
Roger S. Marcus............................... $150,000 27
Richard G. Marcus............................. 150,000 24
William M. Marcus............................. 150,000 34
Gilbert K. Gailius............................ 150,000 16
J. Dennis Burns............................... 150,000 10
</TABLE>
For employees retiring during 1994, the following are the approximate maximum
retirement benefits, subject to limitations, if any, imposed by law, payable
under the Pension Plan to persons whose highest average compensation over a
period of five consecutive years during the last ten years of service is in the
classification indicated.
APPROXIMATE ANNUAL PENSION AT AGE 65
<TABLE>
<CAPTION>
FINAL TOTAL YEARS OF SERVICE AS A PLAN MEMBER
AVERAGE ---------------------------------------
CMPENSATIONO 15 20 25 30 35
- - ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000............................... $12,000 $16,000 $20,000 $24,000 $29,000
200,000............................... 19,000 25,000 32,000 38,000 44,000
300,000............................... 19,000 25,000 32,000 38,000 44,000
400,000............................... 19,000 25,000 32,000 38,000 44,000
500,000............................... 19,000 25,000 32,000 38,000 44,000
</TABLE>
10
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN
The graph that follows compares the monthly cumulative total shareholder
return of the Company's common stock to the monthly cumulative returns of the
American Stock Exchange Market Value Index and a Peer Group Index which
includes companies in Standard Industrial Classification (SIC) code number
3089--Plastic Products, N.E.C.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- - ------------------------------ FISCAL YEAR ENDING -----------------------------
COMPANY 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
AMERICAN BILTRITE INC 100 56.76 102.34 119.66 286.08 350.93
INDUSTRY INDEX 100 94.94 154.17 151.31 192.49 189.17
BROAD MARKET 100 84.80 104.45 105.88 125.79 111.12
</TABLE>
11
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Ernst & Young LLP as the
Company's independent public accountants for 1994. Representatives of Ernst &
Young LLP are expected to be present at the Meeting, will be given an
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next annual
meeting of the Company in May, 1996 must be received by the Company at its
principal executive offices no later than December 8, 1995.
PROPOSAL TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors of the Company recommends that the stockholders
authorize an amendment to the Company's Restated Certificate of Incorporation
(the "Amendment") increasing the number of authorized shares of Common Stock
from 5,500,000 to 15,000,000. The Amendment would not change the number of
currently authorized shares of the Company's Preferred Stock.
On May 4, 1994, the Company's Board of Directors declared a two-for-one stock
split, distributed as a stock dividend to holders of record of the Common Stock
on June 17, 1994. In connection with the distribution, the Company issued
1,780,416 new shares of Common Stock, thereby reducing the number of authorized
shares of Common Stock available for issuance from 2,672,514 shares to 892,098
shares, including authorized but unissued shares reserved for issuance under
the terms of the Company's stock-based employee benefit plans. On April 3,
1995, there were 4,607,902 shares of Common Stock outstanding, 140,900 shares
of Common Stock reserved for issuance under the Company's 1985 Stock Option
Plan and 294,560 shares of Common Stock reserved for issuance under the
American Biltrite Inc. 1993 Stock Award and Incentive Plan. Accordingly, if the
Amendment had been authorized and effective under Delaware law as of that date,
the number of shares of Common Stock available for future issuance would have
been 9,956,638.
If the Company's stockholders authorize the Amendment and it becomes
effective under Delaware law, the first and second sentences of Articles FOURTH
of the Company's Restated Certificate of Incorporation, which set forth the
Company's currently authorized capital stock, will be amended to read as
follows:
FOURTH: The total number of shares of capital stock of all classes which the
Corporation shall have the authority to issue is sixteen million (16,000,000)
shares. Fifteen million (15,000,000) shares shall be Common Stock, no par
value, and one million (1,000,000) shares shall be Preferred Stock, no par
value.
The Company's Board of Directors believes that it is in the best interests of
the Company and its stockholders to increase the number of authorized shares of
Common Stock to 15,000,000 and, in accordance with Delaware law, has adopted a
resolution setting forth the Amendment, declaring the Amendment advisable and
directing that the Amendment be considered at the Meeting.
12
<PAGE>
If the Amendment is authorized and becomes effective, the additional
authorized Common Stock would be available for issuance in the future for such
corporate purposes and such consideration as the Board of Directors deems
advisable from time to time without further action by the stockholders, unless
such action is required by applicable law or necessary for compliance with the
rules of any stock exchange on which the Company's securities may then be
listed. Under the current rules of the American Stock Exchange, on which the
Common Stock is presently listed and principally traded, stockholder approval
is required as a prerequisite to listing shares in several instances, including
acquisition transactions where the present or potential issuance of shares
results or could result in an increase of at least 20% in the number of shares
of common stock outstanding.
The Company has no present plans, understandings or agreements for the
issuance, sale or other use of the additional authorized Common Stock provided
for in the Amendment. Authorized shares of Common Stock in excess of those
shares outstanding (including, if authorized, the additional Common Stock
provided for in the Amendment) will remain available for general purposes such
as financings, acquisitions, stock splits, stock dividends and management
incentive and employee benefit plans and could also be used to make more
difficult a change in control of the Company.
The Board of Directors of the Company believes that the increase in the
authorized Common Stock provided for in the Amendment provides the Company with
additional flexibility to take advantage of business opportunities as they
arise by allowing the Company to issue additional shares of Common Stock
without the expense and delay of calling a special meeting of the Company's
stockholders for that purpose. The affirmative vote of the holders of a
majority of the Company's outstanding shares of Common Stock is required to
authorize the Amendment.
OTHER MATTERS
The management has no knowledge of any other matters which may come before
the Meeting and does not itself intend to present any such other matters.
However, if any such other matters shall properly come before the Meeting or
any adjournment thereof, the persons named as proxies will have discretionary
authority to vote the shares represented by the accompanying proxy in
accordance with their best judgment.
By Order of the Board of Directors
Henry W. Winkleman
Secretary
Wellesley Hills, Massachusetts
April 12, 1995
13
<PAGE>
AMERICAN BILTRITE INC.
P Annual Meeting of Stockholders May 4, 1995
R
O This proxy is solicited on behalf of the Board of Directors
X
Y The undersigned hereby appoints Roger S. Marcus, Richard G. Marcus,
and William M. Marcus and each of them, as attorneys and proxies, with full
power of substitution, to represent and to vote, as designated below, at
the Annual Meeting of Stockholders of American Biltrite Inc. (the
"Company") to be held in the America Room, 2nd floor, at the Bank of
Boston, 100 Federal Street, Boston, Massachusetts on Thursday, May 4, 1995
at 9:00 A.M., Boston time, and at any adjournment thereof, all shares of
Common Stock of the Company which the undersigned could vote if present in
++ such manner as such proxies may determine on any matters which may properly
++ come before the meeting and to vote on the following as specified on the
++ reverse side.
++
++ (Important - Please sign and date on reverse side)
-----------
SEE REVERSE
SIDE
-----------
<PAGE>
[X] Please mark +
votes as in +
this example. +++++
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
"FOR" THE PROPOSALS IN THEIR DISCRETION. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
1. ELECTION OF CLASS II DIRECTORS
Nominees: John C. Garrels, 3rd. James S. Marcus, Roger S. Marcus
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
________________________________________
FOR AGAINST ABSTAIN
2. Increase authorized shares of [_] [_] [_]
Company stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL ABOVE.
MARK HERE
FOR ADDRESS [_]
CHANGE AND
NOTE AT LEFT
NOTE: Signature(s) should agree with name(s) as printed hereon. All joint
owners and fiduciaries should sign. When signing as attorney, executer,
administrator, trustee, guardian or custodian for a minor, please give full
title as such. If a corporation, please sign full corporate name and indicate
the signer's office of authority. If a partner, sign in partnership name, by
authorized person.
PLEASE FILL IN DATE, SIGN AND Signature: __________________ Date ___________
MAIL THIS PROXY IN THE ENCLOSED
POST-PAID RETURN ENVELOPE. Signature: __________________ Date ___________
